Fireworks are anticipated when trustees of Botswana Public Officers Pension Fund (BPOPF) meet on Friday (May 13), with the removal of Carter Morupisi as chairman of the board at Mascom Wireless as a major issue to resolve. Morupisi is the Permanent Secretary to the President (PSP) and Chairman at both BPOPF board of Trustees and its subsidiary Mascom. For five months, since January 2016, Morupisi has defied a decision by the BPOPF board of trustees to remove him from the directorship at the billion Pula telecommunications giant – a subsidiary of the pension fund. The board of trustees has submitted the names of trustees Brigadier Charles Nkele of the Botswana Defence Force (BDF), Ishmael Selebogo of Botswana Pensioners' Association and Boitumelo Molefe (the CEO) as new representatives of the fund at Mascom. They will replace Morupisi and Kwenasebele Modukanele, with automatically coming in after Molefe taking over as CEO of BPOPF. BPOPF is the majority shareholder at Mascom with a 40 per cent stake.
Morupisi's ouster is expected to dominate proceedings after he refused to leave when requested to do so at the January meeting claiming that he had some unfinished business to complete in the company – Mascom. At another board meeting in February Morupisi is said to have refused to explain the assignment he claims to be finishing at Mascom. Some trustees have vowed to ensure that Morupisi is forced to abide by the decision of the board when they meet on Friday. Defending himself Morupisi explained – "Yes, it is true I am still holding the position. I am not refusing to leave; it is just a matter of process. I have to wind up assignments I was tasked with by the board before handing over to someone else". One of the assignments, he says, is a dispute emanating from the termination of a management contract with Portugal Telecomm Group late last year. There is disagreement on some aspects of the contract between the parties, said Morupisi, indicating that there is no time frame set for the resolution of the matter.
Never too far from controversy, Morupisi’s appointment as chairman at BPOPF was last year questioned by the regulator - the Non-Bank Financial Institutions Regulatory Authority (NBFIRA). A forensic audit carried out between August and December 2014 by Nexus Forensic Services of South Africa covering a range of fund operations including governance, internal controls and investments found that Morupisi's chairmanship amounts to conflict of interest since he was the employer (then Director of Public Service Management). Responding to the findings of the investigators, BPOPF management said the chairman of the Board of Trustees cannot be conflicted because he was elected according to the Fund Rules, which supersede the Board Charter. BPOPF was established in 2001 as a result of government’s decision to change the Public Officers’ Pension arrangement from Defined Benefit Pension Scheme to a Defined Contribution Pension Scheme. The Fund has experienced phenomenal growth since inception owing to the overwhelming positive response as public servants exercised their option to join the fund. A Board of Trustees is the supreme body that manages the Fund and is comprised of nine (9) Employer Trustees, nine (9) Employee Trustees, one (1) Pensioner Trustee and one (1) Independent Trustee appointed by the Board of Trustees. In total, there are 21 Trustees, including the Principal Officer.
Morupisi and the CEO
Morupisi laughs off suggestions that he enjoys a special relationship with Mascom CEO Jose Vieira Couceira, after securing employment for the latter when a management contract with Portugal Telecomm Group (PT) was terminated on 30 September 2015. BPOPF trustees are said to have prevailed over Mascom board to cause the termination of the contract after they discovered that a huge chunk of the profits at the subsidiary paid management fees to PT. Couceira joined Mascom over 12 years ago as a Chief Planning and Control Officer under the PT management contract, and was later appointed CEO. When the PT contract was terminated Morupisi successfully persuaded other board members to endorse a decision to give Couceira a new contract, arguing "continuity and to create an opportunity for an understudy to be identified to shadow him", sources said. "No. He was hired by the Board who offered him a new contract. I found that man working at Mascom when I joined the board. We don't have any special relationship," said Morupisi.
Morupisi further denied that due to the special relationship between the CEO and Board chairman, the latter enjoys favours from his new found ally, which he stands to lose should he be removed from the board. Sources at BPOPF also opine that Morupisi is attracted to Mascom by the hefty sitting allowances awarded board members of the company, which are said to be just under P36 000, hence the reluctance to vacate office. José Couceiro was re-appointed the CEO of Mascom, now under the direct employment of Mascom Wireless effective 1st October 2015. To date, there is no citizen understudy for the CEO at Mascom. In fact, the Chief Financial Officer (CFO), Sandip Roychoudhury, is another expatriate of Indian origin. The CFO joined Mascom in 1999 from PricewaterhouseCoopers (PwC), the audit firm that has been auditing Mascom since the telecom giant’s inception way back in 1998. "We have citizens in the telecommunications industry with sufficient expertise and experience to lead this company. It is even more imperative that we appoint citizens, especially that the company is technically owned by BPOPF – a fund for local pensioners," said another source.
Mascom, Morupisi and BDP
Some sources allege that Morupisi, who has been linked to the ruling Botswana Democratic Party (BDP), is protecting the interests of the party at Mascom. Since the year 2000, Mascom has developed and is currently renting a BDP-owned office complex commonly known as Tsholetsa House in Gaborone extension II suburb near the Main Mall-on Plot 4705/06, Botswana Road. Barely developed, Tsholetsa House was previously used as the party headquarters housing the secretariat before it was taken over by Mascom. Since Mascom assumed occupancy of the office complex, the company has since spent millions of Pula to refurbish the building to match its corporate status while, as at now, paying a monthly rental of over P340, 000 to the BDP. This is despite Mascom Wireless owning a P180 million state-of-the-art building at Phakalane, named the Mascom Innovation Centre (MIC). Although at the time of its unveiling in 2012, the MIC was expected to serve as Mascom’s main Technical Centre, sources allege that the occupancy rate is around 60%, with enough space to accommodate all the non-customer-facing departments housed at Tsholetsa House. Were that to happen, there would be no reason for Mascom to continue occupying the BDP building, and this is what Morupisi is alleged to be protecting. Morupisi denies the allegation. "There is no headquarters in Phakalane. That building is a data centre, which specifically deals with handling of information in the business. Although I am not privy to how much space is currently occupied I doubt if it can still accommodate all the operations of the company, hence the reason the company continues to rent office space," he said, dismissing the connection to the ruling party as lies.