April 8, 2020
CONFIDENTIAL
MEMORANDUM
To: Ethics Committee of the Board of Directors, African Development Bank
From: Dr Akinwumi A. Adesina, President, African Development Bank Group
Re: Disclosure by an Unidentified Group of Concerned Staff
I understand that the Ethics Committee (the “Committee”) will convene on April 9, 2020, in order to consider the anonymous January 19, 2020 Disclosure of Acts Related to Alleged Breach of the Code of Ethics by an Elected Officer to the attention of the Director of the Integrity and Anti-Corruption Department (PIAC) and the Chairpersons of the AUFI and Ethics Committees from a Group of Concerned Staff Members (the “Disclosure”).
This memorandum provides the Committee with specific facts that demonstrate that the Disclosure does not meet the standards to qualify as a whistleblower complaint under the terms of the African
Development Bank’s (the “Bank”) Whistle Blowing and Complaints Handling Policy of January 2007 (the “Whistle Blowing Policy”), that it is “frivolous and not based on objective and solid facts” and should be dismissed by the Committee.
The Committee will be meeting to conduct a preliminary examination of the Disclosure to determine pursuant to Article 3 of Board of Governors Resolution No. B/BG/2008/11 whether the Disclosure is “based on apparently solid justifications.” See App. 1. If the preliminary examination of the Disclosure “shows that it is frivolous or not based on any objective and solid facts it shall be dismissed.” Alternatively, if the preliminary examination of the Disclosure “reveals facts that are capable of establishing violations of the Code of Conduct,” the Disclosure shall be submitted to the Chairperson of the Bureau of the Board of Governors for further examination.” If such a referral is made, notwithstanding any preliminary examination by the Committee, the Chairperson of the Bureau of the Board of Governors, in consultation with other members of the said Bureau, shall have sole competence to finally determine whether or not there exists a reasonable basis for pursuing the matter.
As the Committee undertakes its work, it may want to keep in mind certain Sections of the Bank’s Whistle Blowing Policy. Section 4.2, for example, provides that “complaints should be made in the reasonable belief that what is being reported is true.” Section 4.2 also provides that “concerns expressed anonymously shall be considered at the discretion of the Auditor General [here the Ethics Committee since this is a case that involves allegations against the President of the Bank].
Thus, the Committee is not required to consider every allegation and certainly not allegations that its good sense and judgment suggest are fanciful or illogical or belied by contradictory facts that are easy to establish and confirm. Section 4.2 of the Whistle Blowing Policy thus explains that “in the exercise of such discretion, the factors to be considered by the [Ethics Committee] shall include, without limitation, the seriousness of the allegation, its credibility, and the extent to which the allegation can be confirmed or corroborated by attributable sources.” In cases in which attributable sources demonstrate that multiple allegations in the complaint are not true, the Committee can, in fact, disregard the entire anonymous complaint and conclude that the complaint is either frivolous or not based on any objective and solid facts.
The Whistle-Blowing Policy also makes it clear in Sections 6.1 and 6.6.4 that the identity of would-be whistleblowers need not be protected “where a false accusation has been maliciously made” and that “Bank personnel not making allegations in good faith or without reasonable belief that what is being reported is true may be subjected to disciplinary action in keeping with Bank Rules.”
Disciplinary action may also be appropriate when would-be whistleblowers violate the confidentiality of the proceedings initiated by their anonymous complaint. In this regard, it is notable that whistleblowers may only make public disclosure if they have previously reported the same information through the established internal mechanisms and the Bank has failed to inform the whistleblower in writing of the status of the matter within six months of such a report. See Whistle Blowing Policy, section 6.7.2. It seems that in this case, the whistleblowers have disclosed their allegations beyond the Ethics Committee just one month following the Disclosure.
The same may be true of others acting in concert with them. The point about others acting in concert with the whistleblowers is not speculation. A group of independent Bank staff members apparently wrote a “Disassociation Note” on March 9, 2020, in which they explained that they had been members of a group called “Group of Concerned Staff Members,” namely the whistleblowers behind the Disclosure, but that they had been “manipulated by a group of non-regional Executive Directors behind Mr Dowd, not for the good governance of the African Bank of Development but to discredit the candidacy of the current President for his re-election.” See App. 2.
Certainly, if the Disassociation Note is to be believed, and there is no reason not to believe it, the whistleblowers’ complaint can not be considered to be in good faith, because it was not designed to expose fraud, corruption or other misconduct. Instead, it had another ulterior motive.
The Disclosure is replete with examples of allegations that are frivolous or not based on any objective and solid facts, or of allegations that are actually disproven by objective and solid facts.
Allegation number 9 accuses me of introducing an organizational chart with a Nigeria Country Directorate that stands by itself with a Country Director who reports directly to the VP, claiming that this action violates the Code of Conduct because it represents preferential treatment, unethical conduct and an impediment to efficiency. The decision to open a Nigeria Country Directorate was taken by the Board of Directors under President Kaberuka, my predecessor. See App. 3. Any allegation that I am responsible for this decision is frivolous. I may have circulated Bank organizational charts showing the Directorate as part of periodic updates on the implementation of the Bank’s Development and Business Dealing Model, see App. 4, but I cannot have violated the Code of Ethics for implementing a Board decision taken before I assumed office. Such an allegation bears the quintessential hallmarks of frivolity.
Allegation 10 accuses me of impropriety in connection with my acceptance of the World Food Prize (US$250,000) and the Sunhak Peace Prize (US$500,000). I received these prizes in recognition of a life of accomplishments in the field of agriculture and although they were individual prizes, they brought great credit and prestige to the Bank. Vice President Pence of the United States saluted my selection for the World Food Prize, bestowed in Des Moines, Iowa, USA. See App. 15.
I believe I brought further credit to myself and the Bank by donating these two cash awards for the establishment of the World Hunger Fighters Foundation, a foundation that has garnered contributions from others and now funds the Borlaug Adesina Fellows Fellowship for young African Agribusiness Innovators. See App. 20. The plan to donate the prize money was disclosed to the Board and announced publicly in Iowa and in my Sunhak Peace Prize acceptance speech. See App. 18, page 9; App. 19, para. 40.
Further, Bill Gates tweeted about the donations characterizing the donations as an act of kindness and one of his best moments in 2017. See App. 17. Notwithstanding, the Disclosure paints the receipt of the
prizes as a sinister act that violated the Code of Conduct. Common sense reveals the frivolous and unfounded nature of any such allegation, as well as their bad faith. One minute of checking on the internet could have satisfied the whistleblowers’ curiosity about the destination of the prizes. This allegation smacks of a false accusation maliciously made within the scope of Article 6.1 of the Whistle Blower Policy.
The whistleblowers also attempt to portray the World Food Prize event as a boondoggle for the President, his family and many Bank staff. In fact, the expenses of the ceremony, including musical entertainment (musical groups from Nigeria and the Glee Club from Purdue University (President Adesina’s alma mater) were defrayed by the World Food Prize Foundation; the President’s children and their spouses who attended the events paid for their own travels, not the Bank; and Bank staff attended not because the President was receiving the World Food Prize but because the Bank launched its TAAT initiative at the events, where it garnered global attention and financial commitments from several institutions, including the World Bank, the Bill and Melinda Gates Foundation and AGRA. The dean of the Board of Directors of the Bank Mr Zaghloul, representing the Board of the Bank, also attended and was called upon in that capacity during the ceremony (See App. 16, pp. 17-19).
The allegations against me concerning the TAAT are another example of allegations belied by objective and solid facts demonstrating no violation by me of the Code of Conduct.
The allegations involve both the hiring of Mr Martin Fregene and the management of the program itself.
First, it is alleged that Mr Fregene is my brother-in-law. He is NOT my in-law. And the anonymous complainants present no evidence that he is. This is an example of an occasion on which the Ethics Committee should exercise its discretion under Section 4.2 of the WhistleBlower Policy to ignore an anonymous allegation unsubstantiated by any attributable sources.
Second, Mr Fregene is a world-class geneticist, internationally renowned for his work on plant genetics of cassava, and who worked earlier at CIAT, Colombia, one of the CGIAR centres, and subsequently as Director at the Danforth Plant Science Center (probably the second-largest private agricultural research centres in the United States). He returned from the diaspora to Nigeria to work as Chief Technical Advisor when I was Minister of Agriculture in Nigeria. He was hired as a consultant by the Bank Vice President for Agriculture, Human and Social Development, Ms Jennifer Blake, to support her in the development of the Bank’s Feed Africa strategy. It was a coup for the Bank to attract such a sharp mind and a top-notch professional.
Third, contrary to the allegation of the Disclosure, Dr Martin Fregere was not “appointed as a Director of Agriculture.” He competed in a transparent, global competition that was advertised internationally in which he was eligible to compete. The recruitment process was handled by the globally renowned recruiting firm Russell Reynolds out of London through a process of short-listing and rigorous and independent panel reviews. The results of the interviews were passed on to the President with recommendations from the hiring Vice President. See App. 5. I approved the recommended hire which was entirely within my power to do.
The evaluation of Mr Fregene’s probationary period was also conducted by the same Vice President, Jennifer Blake, and not by me. Ms Blake wrote, “He should absolutely be confirmed. He is an excellent member of the top team.” See App. 5.
The Disclosure insinuates that there was something sinister about the timing of Mr Fregene’s start date. His predecessor had given notice and had the right to a month’s accumulated leave. To ensure continuity in the position, Mr Fregene commenced work when his predecessor was no longer performing the duties of his office.
The Disclosure also alleges that Mr Fregene travels often to the United States to see his family and that this is paid for by the Bank. This allegation is false. Several Bank staff have families outside of Africa and based on staff rules and policy, they find ways to take advantage of their leave days to be with their family when convenient. Further, the President does not sign travel authorizations for any Director or manager of the Bank. This is done by responsible Vice Presidents or Directors per the delegation of authority matrix. See App. 6. (According to Vice President Jennifer Blanke, the Supervising Vice President of Dr Fregene: “Dr Martin Fregene is the Director of Agriculture and Agro-Industry Department in the AHVP Complex, which I oversee. In his leadership role, he has been called upon to carry out a number of missions in the context of the Bank’s work program. As his immediate supervisor, my office always approved the travel of Dr Fregene, and to the best of my knowledge Dr Fregene has
not travelled without permission and outside of leave days.”) The allegations of the whistleblowers are based on pure speculation, not hard facts and demonstrate their falsity and maliciousness by accusing the President of violating the Code of Conduct for approving travel for which he has no approval role.
Allegations on TAAT: TAAT is an initiative of the Bank developed to help take agricultural technologies to the scale of millions of farmers across Africa. It is a revolutionary initiative in that it scales technologies across agro-ecological zones, instead of the old one-country approach based on country borders – in other words, “technologies without borders”. TAAT brings together the world’s leading international agricultural research centres, national and regional agricultural research centres, and food and agribusiness companies along agricultural value chains, to help tens of millions of farmers to get access to available, adaptable agricultural technologies to boost food production and assure quick food security. TAAT is now globally acclaimed as a landmark initiative for transforming agriculture in Africa. Partners for TAAT, along with the Bank, include FAO of the United Nations, International Fund for Agricultural Development (IFAD), the Bill and Melinda Gates Foundation, USAID, the World Bank and the Alliance for a Green Revolution in Africa (AGRA). TAAT has helped to deliver some 27,000 metric tons of heat-tolerant wheat varieties to Sudan in 12 months, that has helped improve yields by 300% and allowed Sudan to attain now 85% self-sufficiency in wheat. To get a sense of what this volume of seed means: it is equivalent to 282 A380 airplanes lined up on a landing strip.
TAAT helped to tackle the challenge of Fall Armyworms that posed major risks to devastate the entire agriculture of countries in the Southern African region (SADC). Because of TAAT, the Bank supported rapid development and distribution of some 26,000 metric tons of drought-tolerant maize varieties that helped to prevent a food security disaster in the SADC region. TAAT successfully delivered seed coated technology that saved the region from the massive spread of the Fall Armyworms that posed a great threat to food security. These technologies were planted by 2.5 million farmers. Never in the history of agriculture in Africa have such results been achieved in agriculture at this scale in a short period of time. These are the facts.
It appears that staff made some mistakes in the procurement process in their haste to address the looming disaster in a proactive way. This is being investigated by the Bank and no findings have been made yet. The whistleblowers allege that the President when told of the situation on the contract with the supplier, authorized payments, implying that this was improper.
There was no impropriety. The President does not get involved in contractual issues in the Bank, except in cases involving matters that may affect the image, reputation and interests of the Bank. The role of the President is to take decisions that are in the interest of the Bank. In this case, that is exactly what was done. The Auditor-General briefed me on the matter. He was equally briefed by the PIAC Director on the need to launch an investigation into the procurement issues. He authorized that investigation to proceed. However, the supplier or contractor, a global firm (Syngenta, a Swiss firm which is the world’s largest seed company) lodged complaints that the Bank was not fulfilling its contractual obligation to authorize payments for products it supplied to address the Fall Armyworms in SADC region, which was clearly successful and highly lauded by the regional member countries that benefited from the technology. The company sent letters and eventually notified the Bank that it would sue the Bank in court for violating its contractual obligation.
As the President, I directed the Senior Vice President to discuss with all parties involved, and ensure that the right decisions were taken in the full interest of the Bank, to protect the reputation of the Bank and ensure the Bank was not exposed to court cases that would injure the Bank’s reputation and jeopardize its privileges and immunities. That is my role as President and I had full legal and constitutional powers and authority under the Bank’s Articles to take those actions. That the whistleblowers were not privy to internal senior leadership decision making and rationales for such does not make the decision to pay Syngenta a violation of the Code of Ethics. The Senior Vice President, Charles Boamah, during a restricted closed meeting of the Board to discuss TAAT, held in November 2019, explained to the Board the process that he and Management of the Bank went through to make the decision to pay Syngenta. The records of the meeting are there on the automatic audio recordings of the meeting of the Board. The Senior Vice President informed the Board that he called for meetings with the Auditor General, Director of Procurement and the General Counsel to review the situation and the Bank’s risk exposure. He said four issues were considered in arriving at the decision to pay the contractor: whether it was the right product? Whether the product was supplied by the contractor?
Whether the product supplied was effective in dealing with the Fall Armyworms? Whether there was value for money? His response in each and every case was an affirmative YES: it was the right product; the product was delivered by the contractor; the product worked to address the Fall Armyworms based on all field evidences, and there was value for money. See App. 7. Indeed, the Senior Vice President stated that there was absolutely no justification to deny the supplier, Syngenta, its payments. While the Bank will continue its own internal investigations, there was no justification not to pay the supplier under an existing contractual obligation that has to be paid by the external party that is in contractual privity with Syngenta.
Contrary to the allegations of the whistleblowers, I acted transparently, gave the right directives, and tasked Management to review all the facts and make decisions that were in the best interest of the Bank. I stand 100% behind all actions taken in the full interest of the Bank.
Management made the decision to pay the company. And Management’s decision was the right and fair decision. And I am proud of my staff for making the decision in the interest of the Bank, a decision that I support and that flowed from a process that I was fully empowered under the articles of the Bank to establish to authorize the decisions.
The extension of the employment of Kapil Kapoor: In the case of Kapil Kapoor, I was the Chairman of the Heads of Multilateral Development Banks for one year. Under my term and chairmanship, I led the discussions with the Heads of MDBs to focus on how to implement the “billions to trillions” commitment we all made to leverage private capital and other sources of financing to accelerate the achievement of the SDGs. The African Development Bank, under my chairmanship of the MDBs Heads, was tasked to help further develop my proposal to the group on how we can work collectively to leverage global institutional investors to invest in infrastructure and other sectors. Kapil Kapoor, who was previously the Director of Strategy and Policies of the Bank, prior to his appointment as the Director-General for Southern Africa, had been leading this work working closely with all sherpas of other MDBs. Kapil was essentially doing this work on top of his regular work as Director-General. He retired from the Bank at the end of August 2019.
There was no one else in the Bank to continue the development of the work and prepare the documents and discuss them at the meeting of the MDB Heads, which I was chairing and for which the Bank had to present the report. In addition, the Bank had committed to and it was endorsed by all Presidents of the MDBs that the work would be used to inform a planned meeting with global institutional investors at the Africa Investment Forum, to be held in Johannesburg, South Africa, in November 2019. Kapil Kapoor had the leadership to help organize this. Given the above institutional obligations and commitments of the Bank, Kapil Kapoor’s knowledge and engagement in leading this critical work – which was all part of
the implementation of the G20 work of the Eminent persons group – I gave a waiver for him to be recruited, for a period of 6 months, as a senior advisor to ensure continuity of this work, complete the work, and ensure the Bank’s engagements and global commitments to the MDBs were met. The report was presented to MDB Heads at the October 2019 World Bank and IMF meetings in Washington DC (which I chaired and he supported and staffed me for the meeting) and the report, following discussions with all the MDB Heads was well appreciated and subsequently used to convene with other MDBs the engagement with the global institutional investors at the Africa Investment Forum. See App. 8 and App. 8B. This was all done in the full interest of the Bank and as President, I have the full powers and authority to make such decisions.
Appointment of Mr Emmanuel EZINWA: The whistleblowers alleged that “A Nigerian, Mr EZINWA was found guilty of sexually harassing a colleague during his probation period. On the basis of this misconduct, the HR Director refused to confirm his contract at the end of the probation period. According to our sources, the President requested that Mr EZINWA’s contract be confirmed, which in turn contributed to the resignation of the HR Director, Mrs Frauke HARNISCHFEGER, merely 6 months after she took office. The sexual harassment was left unpunished”. This material is riddled with speculation and falsehoods. There is absolutely no evidence attached by the whistleblowers that any sexual harassment occurred or that I requested that Mr Ezinwa’s contract be confirmed.
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