Open Letter To National Assembly, Zain Mobile Telephone Company

Cc: Hon Biar Madut, Minister of Telecom and Hon Beatrice Wani, Deputy Minister of Telecom
Cc: Hon Minister of Interior, Alison Magaya and Hon Salva Mathok, Deputy Minister of Interior
CC: Hon Joy Kwaje Eluzai, Parliamentary Chair on Information and Telecommunications
CC: Hon Lual Deng, Chair of Parliamentary Committee on Foreign Affairs

Dears Hon Joy Kwaje, Chairperson of Parliamentary Committee on Information, Telecommunications and Culture,
Mr.  Nabeel Bin Salamah, Zain Group CEO, Kuwait
Mr Elfatih Erwa, CEO of Africa Operations (Zain Sudan and Zain South Sudan)

I’m saddened to be writing to you under the current circumstances in which my life has been put at risk by the actions of Andre Claassen who was responsible for bringing military police looking for me after I was released from detention and a Brigadier of the Sudan Peoples Liberation Army (SPLA) posing as national security but without orders from national security and Brigadier Thoy Chan was no longer in the national security. He was in the company of a certain Elijah Biar (DG of Administration & Finance in the Ministry of Telecom and Postal Services). I didn’t know why Brigadier Thoy Chan and Elijah Biar has so much unusual interest in intervening on Zain internal administrative issues when I suspended Andre Claassen from work and requested him to not come to work. This however, was later interpreted that I arrested, detained and attacked Andre Claassen in his house, the reason for which I was arrested and detained in police custody. Brigadier Thoy Chan and Elijah Biar of Admin and Finance in MT&PS only left after intervention from the Minister of Telecom instructing them not to interfer on Zain administrative matters, and they left seemingly unhappy and unsatisfied.

What was the business connection between Andre Claassen and a Brigadier of SPLA? What are the connections between Andre Claassen, a foreign national and military police and officers of the army in South Sudan?

Zain may have to answer for these questions, and those responsible for my unlawful detention in police custody for a day, under false claims and accusations of being responsible for Mr. Andre Claassen’s arrest and detention in his house.

As I write am under protection for safety considerations and risk to my security by the actions of people with dubious and corrupt business relationship to the army and military police in South Sudan at Zain’s expense, sanctioned by Mr. Hisham Akbar, Zain Group COO and Deputy CEO .

Additionally, Mr Akbar violated the terms of my contract as GM under the jurisdiction and laws of South Sudan, and Zain could be held liable for what happened to me in detention, and threat to my security which the Government authorities are currently investigating, and Parliament oversight bodies informed on these breaches and developments in Zain. This I suspect are all due to ill and bad advice to Zain Group by Mr Elfatih Erwa, who has been responsible for trying to put me in conflict with laws of South Sudan by instructing continued payment of salary of terminated commercial director Yasir Eldirdiri from Zain SS payroll contrary to directives from the Government of South Sudan.

I have attached for information of the public below a brief summary of Mr. Akbar’s debacle in South Sudan and who acted without regard to all the complex issues of Zain SS transition to separation from Zain Sudan and from Mr. Elfatih Erwa CEO for Africa operations, issues that are politically sensitive to the Government of South Sudan as perceptions persist that Zain SS is used by Elfatih Erwa and Sudan Government to spy on South Sudan.

I would have thought that the visit of Mr Hisham Akbar from Zain Group would have afforded us here in Zain SS opportunity to present to the Group for the first time the real challenges and complexities within which we operate in the new country and convey all the issues as we experience on a daily basis. But no, Mr. Hisham Akbar and presumably Zain Group CEO is not interested to listen but take a one-sided view, that of Mr Elfatih Erwa in Khartoum, CEO and Managing Director of Zain Sudan. This is unfair treatment and violates good corporate governance principles. I will give a detailed account of all the circumstances and events which led to the current situation in Zain SS, but here is a brief summary in the public interest, since Zain through Mr Akbar Deputy Group CEO has chosen a public path in newspapers announcements to conduct himself on internal administrative matters of Zain SS.

Mr. Hisham Akbar’s debacle in South Sudan – violation of good corporate governance principles and laws of South Sudan by Zain Group Deputy CEO and COO

Summary for Zain Group CEO, Mr Nabeel bin Salamah’s attention:

·         Mr. Hisham Akbar (Zain Group Deputy CEO and COO) violated Dr. Hakim Dario N’Moi contract terms as GM of Zain SS under the laws of South Sudan, and will be made accountable for his actions under the laws and jurisdiction in which the GM’s contract is held valid.

·         Ministry of Labour’s circular and its provisions to which Mr. Akbar was oblivious, directed that South Sudanese should be appointed in Management positions, and Zain Group Deputy CEO Mr. Hisham Akbar made no consultation with the regulator, Government and Ministry of Labour about making appointment decisions in Zain South Sudan without regard for compliance with local laws and regulations, simply on the authority of being Deputy CEO of Zain Group, and shown no respect whatsoever to in-country labour laws and regulations which Zain must observe and comply with policy directives

·         Mr. Hisham Akbar showed no courtesy and appears to prioritize his own decisions and Zain’s over the policies and laws of a sovereign state, Republic of South Sudan, and Mr. Akbar could simply walk into the country without knowledge of its macro and micro political environment to dictate Zain’s priorities over a sovereign country’s laws and policies as if Republic of South Sudan is a sheikhdom of Mr. Hisham Akbar and Elfatih Erwa in which they are free to behave in violation of the rights of South Sudanese nationals and make absolute decisions with impunity and without accountability for their actions in South Sudan

·         Mr. Hisham Akbar did not meet with Zain SS management team for update on the Opco’s performance, challenges and actions to address these challenges, he did not give local management of Zain South Sudan and GM opportunity to make a presentation in response to Nabeel Bin Salamah’s directives (Zain Group CEO ) on a plan of action to address the operational shortfalls which were the subject of his communication to Zain SS GM, and thus contravened and undermined the GM (Dr Hakim Dario N’Moi) by not allowing him to carry the directives of Zain Group CEO (Nabeel Bin Salamah as per the CEO’s instructions) and here below are the directives of Zain Group CEO with my response to Mr Nabeel quote:
___________________________________________________________________________
“From: Hakeem Dario N’Moi
Sent: Wednesday, August 29, 2012 7:36 PM
To: Nabeel Bin Salamah
Cc: Hisham Akbar; Ossama Matta; Elfatih Erwa; Ibrahim Ahmed Ali; Andre Claassen
Subject: RE: A directive for freezing all employee hiring, Opex, and Capex.

Dear Nabeel,

Thank you for your directives below.

Firstly, I would like to comment that the recruitment which has been ongoing since June were for budgeted and approved head counts only, not even for all the vacated roles which were earlier filled by STA staff and Directors for IT, Commercial, and HR Manager.
For instance, whilst the budgeted and approved head count for Finance was 15, we only planned for what’s critical, (3 only), similarly for other areas of the operation.

The approved roles proposed by Operations and Finance, were considered essential to keep Operations ongoing with minimum resources possible and to respond to current gap in marketing, sales, and finance organizations, as well as minimize taking resources requiring FX commitments to pay their salaries. We did not consider hiring any Directors, nor did we follow Government direction to replace all vacated roles by South Sudan nationals, especially it such approach was costly to business in these circumstances.

I will later elaborate all the plans and actions we have taken to address operational shortfalls, including the more than 40 sites in Upper Nile State which we prioritized with Huawei to bring them back online since their shutdown on 25 April 2012.

We are also operating in very difficult political and economic circumstances at macro and micro levels, high cost of doing business, shortage of fuel in the country, lack of FX availability to purchase needed repairs for damaged equipment and human resource challenges.

The steps we are taking and have been taking are in keeping with the business plan, and will revisit all of the above with detailed elaboration later.
Of course, will comply with your directives as stated and seek any specific clarifications as appropriate, particularly with respect to current Finance and Operations urgent and priority requirements for staffing within what’s absolutely necessary to move us toward improved profitability.

We are also addressing the challenge of availability and distribution of our products in the regions, including regions in which we have started to bring up sites that were shutdown by Government orders on national security grounds in April, and strategic initiatives to avail products to these outlying and remote regions.

Best regards
Hakeem

________________________________________________________
From: Nabeel Bin Salamah [mailto:nabeel.binsalamah@zain.com]
Sent: Wednesday, August 29, 2012 5:43 PM
To: Hakeem Dario N’Moi
Cc: Hisham Akbar; Ossama Matta

Subject: A directive for freezing all employee hiring, Opex, and Capex.

Dear Dr. Hakeem,

In light of the continued below expectations results in Zain South Sudan, which is leading to continued unacceptable financial loses, I would like you to freeze all hiring of employees until further notice. Furthermore, and until we review and agree to a new plan/ budget which will rectify the huge operational shortfalls, I would also like you to stop any new Capex or Opex commitments regardless of the amount. A case by case request should be sent to Zain Group Finance Department for approval for any absolutely needed and urgent expenditure.

I look forward to your full and unconditional adherence to this directive, and would like you to also prepare a plan of action detailing the steps needed to rectify the operational shortfalls, and bring the company to profitability.

Best regards

Nabeel Bin Salamah

Chief Executive OfficerZain Group

Zain
Zain Head Office Bldg, Shuwaikh
PO Box 22244, Safat, 13083 Kuwait
M: KW  +965 90001234
D: KW  +965 2 464 4007
F:  KW +965 2 464 4544
Email: nabeel.binsalamah@zain.com
http://www.zain.com/”
_________________________________________________________________________

·         Mr. Akbar showed no courtesy to GM after all the efforts from Dr Hakim Dario N’Moi to schedule a meeting with the Minister of Telecom in Republic of South Sudan, by not informing Dr Moi that he (Mr. Akbar) was going to meet the Minister alone or with someone else, and proceeded with Andre Claassen to see the Minister even without Dr. Hakim Dario N’Moi’s accompanying him, having been the party that made the arrangements with the Minister in the first place to see the visiting Deputy CEO and Group COO. Mr. Akbar’s behavior amounted to a humiliation of a national of South Sudan before his own Government, Dr. Hakim Dario N’Moi as GM and widely known in the country for his contributions to media and Telecom development, committed no crime against Zain SS or Zain Group, and deserved treatment with respect in his own country, which Mr. Akbar clearly showed utter disdain to, and accorded him the least of courtesy and respect.

·         The separation of Zain South Sudan from Zain Sudan as a standalone Opco of the Zain Group has been long outstanding and subject of much ongoing debate and follow up from regulatory and political oversight bodies in this country, and has also been the focus of communication between the Government of South Sudan, Zain Group CEO (Nabeel bin Salamah), CEO for Africa Operations (MrElfatihErwa who is also CEO of Zain Sudan), and Dr. Hakim Dario N’Moi, GM of Zain SS.  The communication of which focused on administrative, management, operational and financial separation of Zain SS from CEO Africa Operations, and CEO of Zain Sudan management. To date, the GM of Zain SS (Dr Hakim Dario N’Moi), and Minister of Telecom (Hon BiarMadut) received no formal communication on compliance in full with the policy directives on separation of Zain SS, nor was there any prior information and formal communication in writing of new Zain SS company org structure to Dr. Hakim Dario N’Moi as GM and to the Minister of Telecom in relation to proposed changes to Zain SS org structure, leadership and management, including transitional arrangements to be duly communicated to interested parties (as per the RACI model – Responsible, Accountable, Consulted, Informed). And no clarity as yet in relation to the continued management control of Zain SS by Mr. ElfatihErwa under the umbrella of CEO for Africa Operations, by which arrangement, both Zain SS and Zain Sudan fall under the auspices of Africa Operations CEO office. This is attested to by the recent administrative decisions and changes in Bahrain made by Mr. ElfatihErwa as CEO of Africa Operations to appoint Andre Claassen acting COO and Mr Ibrahim Ali as CFO of Zain SS without consultation with Dr. Hakim Dario N’Moi as GM of Zain SS.

·         It’s a fact of Zain Group governance structure that until recently, the CEOs of country Opcos reported to Zain Group CEO (Nabeel bin Salamah), and country COOs reported to Zain Group COO (Hisham Akbar). No in-country Zain CEO reported to Group COO before, and if there was change to this effect, that change should formally be communicated to in-country COOs and CEOs, in strict compliance with corporate good governance. In the case of the recent changes under which Mr. Hisham Akbar became deputy CEO, the new structure and its impact was not formally communicated in writing to South Sudan in-country CEO (Dr Hakim Dario N’Moi), this is in violation of good practice corporate governance. And even if there was a compelling reason for replacement of Dr Hakim Dario N’Moi as CEO of Zain SS, transitional arrangements in writing and conditions of his new assignment would be communicated fully in writing and without ambiguity and without violation of the terms of his contract of employment by decisions of the visiting Mr. Akbar in contravention of local labour laws and regulations. There was only utterly despicable behavior of Mr. Hisham Akbar in conducting himself toward CEO of Zain SS, not communicating in advance in writing for information, nor sharing and discussing with him the new structure from Zain Group, nor was there any such role as advisor to Group COO defined in the belated structure sent to Minister of Telecom by Hisham Akbar after the event.

·         Zain SS management, and Minister of Telecom as per correspondence with MrNabeel bin Salamah (Group CEO), were all awaiting the action and formal communication from Zain Group in relation to the issues of separation elaborated in the Minister’s letter to Mr. Bin Salamah on 13th July 2012, and to which there was a response from Mr Bin Salamah promising compliance with policy directives. To date, there has been no follow up from MrNabeel Bin Salamah to the content of the Minister’s letter addressing the outstanding separation issues (administrative, management, financial, operational, etc.).  There has been no formal correspondence stating the relationship between Zain SS and CEO for Africa Operations (ElfatihErwa), who as per standing administrative decision by Zain Group CEO, is effectively still responsible for Zain SS administratively, operationally etc. There has been no formal communication in writing to Hon. Minister of Telecom and to Zain GM, that MrElfatihErwa is no longer responsible for Zain SS in accordance with Africa Operations CEO office. Any new mandated structure by Zain Group which affects Zain South Sudan, and CEO for Africa Operations Office should have been formally and in writing communicated to both Zain SS GM and the Minister of Telecom in the Republic of South Sudan in compliance with the policy directives of the Government of South Sudan as communicated to Nabeel Bin Salamah in writing by a letter from Hon BiarMadut dated 13th July 2012.

·         Hisham Akbar Group COO and Deputy CEO does not have any right to make decisions about management & administrative changes here in South Sudan jurisdiction. He does not have work permit to work in South Sudan to make decisions here. However, Mr Akbar and Nabeel can change company org structure at HQ in Kuwait and only communicate the new org structure to Opcos and discuss impacts as appropriate. There is corporate governance processes which apply to publicly listed companies such as Zain Group, these processes must be adhered to.

·         For instance Mr Akbar cannot just walk to Khartoum and make changes to Zain Sudan or fire or suspend MrElfatihErwa as the CEO and Managing Director of Zain Sudan, such decisions will not be legitimate and may contravene country laws and violate good corporate governance. It’s not conceivable that Mr Akbar would fly to Khartoum and make Andre Claassen acting CEO of Zain Sudan in place of Mr Elfatih Erwa without due process. What’s that due process, and whether it’s not subject to good corporate governance and prevailing regulations and laws in any given jurisdiction? Is it any different in South Sudan that its laws carry no effect in relation Zain SS being subject to local laws and regulations?

·         The purported notice of suspension of GM was served by Faisal Hussain who is without work permit to work in Zain SS and he was, until his deportation, in the country only on a VISA for a month or two, has not submitted work permit application plus any appropriate credentials to satisfy work permit requirements as per Ministry of labour’s circular and policy directives for foreigners wishing to take up employment in South Sudan.

·         Andre Claassen has never as yet had a work permit to work in South Sudan, I submitted his CV and credentials for work permit application to the `Ministry of Telecom and for which no decision has yet been taken to date on his application, which is subject to scrutiny and clearance by the Ministry. In other countries, security clearance would be required for any foreigners to take up work in high leadership and sensitive decision making positions in such strategic sectors as Telecommunications.

·         If in a newly proposed Zain Group org structure, the CEO of Zain SS would no longer report to the CEO of Zain Group but to the COO of Zain Group who also assumes a new role of Deputy Group CEO, then the new org structure would be communicated to the affected Opco’s reports, communicated and discussed with any parties that are affected by the org change, including any details of transitions to be expected. This clearly did not happen as there was no formal communication of org structure change to Zain SS GM, only learned two days later that there was org structure communicated to the Minister of Telecom without a copy to the GM as a possibly affected party by the change to org structure.

·         To my knowledge, all those Zain SS staff recently deported have no legal right to work in South Sudan, and their applications have not been dealt with as yet, and some have yet to submit credentials and resumes to the Ministry of Labour through recommendations of the Ministry of Telecom. In some cases, it would seem that some without work permit, like Mr Andre Claassen have their connection with an SPLA brigadier as their work permit and a foreigner in South Sudan acquires a right to even use `SPLA military police as their militia to enforce intimidation of a South Sudanese national. Does Zain Group rule South Sudan through Andre Claassen and Elfatih Erwa?

In the follow up to the above, I will be elaborating on specific details, and the issues of conflict with Zain leadership and CEO for Africa Operations (Mr Elfatih Erwa, also CEO and Managing Director of Zain Sudan).

As I write I am still being harrassed and threatened in my place of residence by the actions and instructions of Mr Akbar to Andre Claassen and David Deng Kor despite the fact that Mr Andre Claassen (South African) has already been deported to his country and he is still giving orders to harrass me and threaten my life.

Kind regards
Hakim Dario N’Moi