Zimbabwe: Renaissance EGM ‘Null and Void’
27 January 2012
A storm is brewing at Renaissance Financial Holdings Limited after some shareholders defied a directive by the central bank and curator of Renaissance’s banking arm to cancel the extraordinary general meeting that took place on Wednesday.
Shareholders representing 77 percent stake in the company who attended the unsanctioned meeting fired board chairman Professor Christopher Chetsanga and two other directors, Mr Collin Kahuni and Mrs Monica Maitirwa Mukonoweshuro.
The central bank maintained that the shareholders did not have the power to convene the meeting that was requisitioned without the approval of the curator in terms of the Section 54 (1) of the Banking Act.
“The proposed RFHL extraordinary meeting scheduled for January 25, 2012 is irregular and unlawful,” said the central bank.
This means that the results of the meeting are a nullity and the three board members remain legitimate members of the Renaissance board.
There had been conflicting statements regarding the proposed EGM supposedly held on January 17 2012 that was later postponed to January 25.
The Reserve Bank of Zimbabwe said the meeting was illegal without clearance from the central bank and the curator of the bank, Mr Reggie Saruchera.
Shareholders who voted in favour of booting out the trio argued that Mr Saruchera was the curator of the bank and not the holding company thus they did not require the blessing of the curator to restructure the board.
In a statement prior to the EGM, Professor Chetsanga said the January 17, 2012 meeting was adjourned on the basis that the directors of RFHL did not have the powers to convene such a meeting without the approval of the curator.
The RBZ said that the meeting was being convened by members who are subject to the Corrective Order and is designed to interfere with the work being undertaken by the RBZ and the curator of the bank.
Renaissance Merchant Bank was placed under curatorship in June last year after investigations unearthed fraud at the bank resulting the central bank filing a criminal complaint against Messrs Patterson Timba and Dunmore Kundishora.
Messers Timba and Mr Kundishora were then removed from the board of directors for both the bank and the holding company and directed to reduce their shareholding.
Curator Mr Saruchera maintained that the powers of RFHL directors were suspended upon the placement of the bank under curatorship.
“A direction of placing a banking institution under curatorship has the effect of suspending the powers of every director, officer, and shareholder of the institution concerned, save to the extent that the curator may permit them to exercise their powers,” said Mr Saruchera in a statement.
AllAfrica – All the Time
THE Reserve Bank of Zimbabwe (RBZ) has lifted a ban barring former ReNaissance Financial Holdings Ltd (RFHL) CE Patterson Timba and other senior officials of the group and shareholders from holding at least 10% in any financial institution. This comes five years after a corrective order was issued on them.
Timba, Dunmore Kundishora and Tatenda Madzingo, among others, were slapped with restrictions for running down the financial institution.
The move came after a central bank-sanctioned investigation concluded that ReNaissance Merchant Bank, a unit of RFHL was insolvent to the tune of US$16,6 million.
The probe also accused Timba and other officials of a litany of charges which include violating the Banking Act, a collapse of corporate governance highlighted by the inadequate separation of ownership from management and poor risk management practices. The apex bank also alleged that RFHL’s major shareholders had orchestrated an elaborate scheme to siphon depositors’ funds through an irregular call account maintained at RMB. The RBZ further claimed that insider and related party exposures constituted 24% of total loans while non-performing insider loans accounted for 21% of the loan book.
According to a letter written by RBZ director in charge of bank supervision, Norman Mataruka, the corrective order has since been withdrawn.
“Please be advised that the Reserve Bank of Zimbabwe has reviewed the Corrective Order issued to ReNaissance Financial Holdings Limited, its staff and shareholders ….We write to advise that all previously imposed restrictions on the following are hereby uplifted: Bethel Trust, Patterson Timba, Dunmore Kundishora, Tatenda Madzingo, Norest Kwete, Lydia Timba, Shepherd Muzivi, Lovemore Moyo and Dr Robert Tindwa,” said Mataruka in a letter dated February 26, 2016. “The upliftment means the matter currently before the Administrative Court will be withdrawn; each party meeting its own cost.”
Following the corrective order, Timba through his lawyers, Muza and Nyapadi, took the central bank to the Adminstration Court challenging the charges that were raised after the probe.
In September 2014, the lawyers wrote to the RBZ requesting the unconditional removal of the restrictions, arguing the measures were “primarily issued in response to allegations of fraud and abuse of depositors’ funds made by a third party”.
“The issue of the alleged abuse of depositors’ funds by RFHL at the instigation 1st financial federal credit union routing number its founders was resolved as RFHL was able to settle its overdraft with ReNaissance Merchant Bank Ltd within the time frames imposed by the regulators in terms of the corrective order.
“In the circumstances, no depositor suffered any loss as had been feared through the actions of RFHL and/ or its senior executives and other staff members,” reads a letter written to Mataruka before the lifting of the restrictive measures.
“On the basis of the above, our clients believe that the new facts exist which might not have been available to the Reserve Bank at the time the restrictions were imposed in terms of the Corrective Order to warrant a review and removal of all restrictions imposed on the above named parties.”
The lawyers also said Timba and other shareholders had secured US$140 million to inject into the business from a company called Surya Capital and a Singapore-based firm at the time the measures were imposed.
Zimbabwean Merchant Banker Patterson Timba's Financial Realm Crumbles
Participants and observers of the Zimbabwean financial sector have been closely following the collapse of the financial empire constructed by Patterson Timba since 1999 on the foundation of his Renaissance Merchant Bank.
The former grain trader extended his activities through a parent company called Renaissance Financial Holdings, encompassing Africa First Reassurance Corporation and with large shareholdings in others including Rainbow Tourism Group.
But Timba’s structure turned out to be a house of cards recently as the Finance Ministry suspended Renaissance Bank management – including Timba – and the Reserve Bank of Zimbabwe placed the investment bank under curatorship.
Stockbroker Thomas Shava is convinced that Timba lost control of Renaissance due to questionable deals. “Some transactions made by companies linked to Timba in the Zimbabwe Stock Exchange simply contravened sections of the Securities Act as there was total disregard for corporate governance,” said Shava.
VOA Studio 7 reporter Gibbs Dube traced Timba's decline.
The Reserve Bank itself, meanwhile, has not had much luck finding buyers for assets it had put on sale hoping to pay off some US$1.2 billion in debt.
RBZ companies on the block include exchange-traded Tractive Power Holdings and Astra Holdings as well as Homelink, Tuli Coal and several others.
Sources said prospective buyers are worried no proper valuations of the firms have been prepared, raising concerns the companies could turn out to have large debts.
Economist John Robertson said most Zimbabweans cannot raise funds to buy shares in the Reserve Bank firms or purchase them outright.
“When they are sold they might get prices which are below the market values because of the lack of buyers with decent prices for them,” said Robertson.
Economist Masimba Kuchera said the RBZ has not followed proper procedures in moving to dispose of such assets. “We have not yet seen any government gazette or tender notice authorizing the sale of these RBZ assets,” Kuchera said.
Europe’s Future Will Be Decided at a Quaint Renaissance Italian Bank
Italy’s Banca Monte dei Paschi di Siena would seem to be the archetype of a good, locally based, non-exploitative financial institution. The oldest bank in the world, with headquarters located in the medieval palazzo of one of Italy’s most beautiful cities, it was founded in 1472 as an answer to the problem of providing nonusurious credit to the deserving poor. The American poet Ezra Pound took it as a model for how all banks should operate, explaining in the 1930s that there were two types of banks — the bank of the devils (of which he thought the best example was the Bank of England) and Monte dei Paschi. Pound’s homage to Dante how to change accounting number format in excel “Canto 42” also includes a tribute to the bank:
That is a species of bank — damn good bank, in Siena
A mount, a bank, a fund, a bottom an
institution of credit
a place to send cheques in and out of
and yet not yet a banco di giro
In short, it was a bank that really served people and, as Pound explained, gave hope that Italy was “the only possible foundation or anchor or whatever you want to call it for the good life in Europe.”
Remarkably little has changed at Monte dei Paschi since Pound offered that praise. But if the bank, Italy’s third largest, serves as any sort of foundation today, it is the foundation of a financial crisis — one that could determine the political future of not just Italy but the entire European Union.
Over the past 10 years, Monte dei Paschi has required recapitalization three times, receiving a total of 16 billion euros in capital from private sector investors, mostly Italian banks, though not from the Italian government. Last Friday, Italians learned it was the only bank to clearly flunk the most recent European stress tests on financial institutions. The question is what the Italian government will decide to do next — in Rome and in Brussels.
It’s nothing new for Italian banking crises to be intertwined not just with general economic stress but fundamental political transformation. In 1893, a property price crash lead to the revelation of fraudulence at the Banca Romana, one of the country’s note-issuing banks, and the bank’s subsequent failure led to the collapse of the country’s center-left government and a reordering of politics. There are fears that a 21st-century banking crisis could be analogous and destroy the present center-left government of Matteo Renzi. That would lead to a completely new political constellation in which the populist opposition party Five Star Movement, which has already taken over local governments in Rome and Turin, would form a government with the explicit task of having Italy abandon the euro.
But the history of Italian banking crises is also old in the sense of being old-fashioned. Unlike most European banks that have struggled since the start of the 2008 financial crisis, Italian banks have never really been part of the global trend of hyper-financialization. While banks in Germany were busy channeling funds into repackaged U.S. mortgage securities, Italian banks were much more locally focused.
The loans on the balance sheets of Italy’s local banks weren’t made to consumers spending beyond their means, or speculative house purchasers, but mostly to local businesses. Their customers were primarily the country’s large number of small- and medium-sized enterprises, often family-run, with business models not that different from the very dynamic enterprises of southern Germany, Austria, or Switzerland, which concentrate on making niche products — specialized textile machinery, for instance — for international markets.
This throwback banking model insulated Italian banks from the fast-developing financial shocks of 2007 and 2008. At the beginning of the global crisis, as other European governments spent large sums bailing out their banking systems, it looked as if Italy had the most solid banks in Europe. The European Central Bank’s calculation of the fiscal cost of bank bailouts for the 2008-2013 period shows a cost for Germany of 8.8 percent of GDP and for Spain of 4.9 percent, with much higher amounts for European countries that required a bailout from the International Monetary Fund (Ireland, 37.3 percent; Greece, 24.8 percent; and Portugal, 10.4 percent). Italy, by contrast, spent less than 0.2 percent of GDP.
But this encouraged a dangerous complacency in Italy, as a slow-moving economic crisis gradually rotted the country’s financial foundation. A long-standing failure to undertake structural reforms has condemned the country to exceptionally sluggish growth, even before the 2008 crisis. Italy’s clothing and textiles sector has been hit by the move of production to Asia or to lower-cost producers in southeastern Europe; even luxury manufacturers are beginning to outsource production. Eventually, the weaknesses of the Italian economy hit the country’s banks with a massive volume of nonperforming loans — the current estimate is 360 billion euros. (It didn’t help matters that the Italian government is often a hindrance; there are many stories of businesses that contract with the government only to find they are never paid.)
Among the Italian financial institutions struggling with nonperforming loans are big renaissance bank zimbabwe banks like UniCredit and Intesa Sanpaolo (in both cases around 15 percent of their total loans). Both will need to retreat from some of their international exposures. It is likely, for instance, that UniCredit, which acquired a big central European portfolio when it merged with the German HypoVereinsbank that owned Bank Austria, will sell off its Polish bank holdings.
But the drama of this year’s stress tests focused on Monte dei Paschi. It was the only bank in Europe to get a negative result in the tests, which indicated it would be insolvent in the event of a new European economic downturn. The two larger Italian banks are clearly systemically important, but Monte dei Paschi is also very large, and a failure would destroy confidence not just in the economy but also in the Italian political system. As with the 19th-century Banca Romana, the failure of this bank would destroy the country’s political system.
The problem is that the Italian government can’t really do much about this situation because its hands are tied by EU rules. In response to the bank bailouts elsewhere in Europe, as well as to the political controversies they engendered, the EU reformulated its approach to bank rescues and insisted that some bank creditors, as well as the capital owners, should bear the price of the rescue so that the taxpayer would not be obliged to pay for the incompetence or fraudulence or bad judgment or excessive risk proclivity of bankers.
But these rules will have especially severe political consequences in Italy because of how its banks have funded themselves. For years, Italian banks have not just taken deposits; they have sold risky subordinate bonds to Italian retail investors with little financial knowledge while encouraging the investors to think of the bonds as very safe investments. As some of these banks ran into trouble in recent years, those investors lost large parts of their retirement savings, leading to widespread hardship.
After an elderly holder of subordinated bonds of Banca Etruria, Luigino D’Angelo, killed himself in 2015, the Italian finance minister commented that such bonds had been sold “to people with a risk profile which isn’t compatible with the nature of these securities.” The EU commissioner for financial services, Jonathan Hill, echoed this critique with the now-familiar accusation that banks were “selling unsuitable products to people who maybe didn’t know what they were buying.” The Italian response was to set up a special fund to assist on a case-by-case basis those who lost large amounts in the course of any resolution of a failed bank.
For Monte dei Paschi, shareholders have already lost almost all of their investment. But the government does not want to see a repeat of the bank resolutions of 2015, even though some European policymakers argue that the bondholders who might lose are mostly renaissance bank zimbabwe wealthy people — and not the poor pensioners whose bailing in would be politically toxic.
The Italian government has argued that since its banking crisis originated in a different way than other European countries, those peculiar origins should be taken into account when it comes to designing a policy response. But policymakers in northern Europe simply respond that Italy is facing the penalty for its delay in action on a central economic issue. The new rules came into effect at the beginning of this year and clearly mean that Italy cannot bail out its banking sector today. The Italian government’s hands are firmly tied.
So all the government can do is organize an international rescue from private investors, backed by the promise of a breakout from Italy’s low-growth trajectory. The first phase of this year’s Monte dei Paschi rescue involves transferring about 9.2 billion euros of bad loans (whose nominal value is some 27 billion euros) to a rescue fund called Atlante, financed by Italian banks, insurance companies, and pension funds. Once a substantial part of the bad-loan portfolio is no longer on the books, there will be a 5 billion euro capital increase underwritten by a consortium renaissance bank zimbabwe banks led by JPMorgan Chase and Mediobanca and involving six other investment banks with pre-underwriting agreements: Goldman Sachs, Santander, Citi, Credit Suisse, Deutsche Bank, and Bank of America Merrill Lynch. In short, the international banking system is being brought in to rescue Monte dei Paschi.
What’s remarkable is that throughout this budding crisis, Italian policymakers and regulators have maintained their consistently upbeat refrain, at least in public, about the prospects of Monte dei Paschi. This was true even two years ago, when the bank’s previous chairman, CEO, and chief financial officer were jailed for misleading regulators about the bank’s condition. Alessandro Profumo, Italy’s best-known international banker, who had negotiated UniCredit’s merger with HypoVereinsbank, was chosen to replace Giuseppe Mussari as chairman and claimed in May 2014 that he had done his job. “[Monte dei Paschi] is no longer a problem for this country. It has gone back to being a normal bank and is healed,” he said. Just over a year later, Profumo stepped down. At the beginning of this year, Prime Minister Renzi said: “Today, the bank is healed, and investing in it is a bargain. [Monte dei Paschi] has been hit by speculation, but it is a good deal. It went through crazy vicissitudes, but today it is healed —it’s a good brand. Perhaps this process of finding partners will last several months, because they must stand together with others.”
These upbeat assessments by policymakers are the key element of Italy’s rescue strategy. They clearly amount to some implicit political guarantee to private investors who might be wondering why they support an institution that has already burned through so much capital. A general economic recovery is just around the corner, the Italian government is saying, and when those conditions improve, the bank’s profitability will return.
The upshot is that the only way to avoid dramatic political changes in Italy, which would have political fallout across Europe, is to preemptively make policy changes at the EU level. But in order for its rosy scenario to play out, the Italian government has no choice but to push for an end to the EU’s commitment to fiscal austerity. Renzi’s government believes there is substantial support for such a shift in other European countries, above all in France, and it has recently been pushing for a much larger EU public spending initiative, directed primarily at infrastructure investment.
In Giuseppe Tomasi di Lampedusa’s great novel The Leopard, Tancredi Falconeri states: “If we want things to stay as they are, things will have to change.” If the government isn’t allowed to help banks directly, it has to commit itself to a new growth dynamic for the entire continent. It remains quite uncertain that it can — or will be allowed to — follow up on that promise.
Photo credit: GIUSEPPE CACACE/AFP/Getty Images
Only Washington Can Save the Renaissance Dam Negotiations Now
In early April, Ethiopia thwarted yet another mediation process, this time led by the African Union, to resolve an escalating crisis on the Nile—where Ethiopia is building the massive Grand Ethiopian Renaissance Dam (GERD), which would disrupt a primary source of water for Egypt and Sudan. The negotiations represented what the Egyptian foreign ministry called Ethiopia’s “last chance” at a resolution to the dispute, which has been ongoing for 10 years.
With Ethiopia edging closer to unilaterally filling the dam’s reservoir for a second time—and thus crossing the “red line” set by Egyptian President Abdel Fattah al-Sisi—it may be up to the United States to help broker a peaceful solution and prevent unrest in the region, which forces of extremism and terrorism would undoubtedly look to exploit.
The Biden administration, which is currently mulling over the best policy for managing this situation, must act now. At stake is the future of the Nile, a lifeline for millions of Egyptians and Sudanese. In 2011, without consulting either of its neighbors downstream, Ethiopia began constructing a 509-foot-tall concrete dam—large enough for a reservoir that can store twice as much water as Lake Mead, the largest artificial reservoir in the United States—on the Blue Nile, a vital upstream portion of the Nile River.
If unilaterally filled and operated, the GERD could inflict incalculable socioeconomic and environmental harm downstream in Egypt and Sudan. Last year, flouting a 2015 treaty, Ethiopia started an initial filling of the dam. Now, balking at calls for an equitable resolution and consistent with its established policy of unilaterally exploiting of international rivers, Ethiopia is vowing to press ahead with a second substantial phase of reservoir filling this summer.
Choking off an essential supply of water would exponentially increase the dangers posed by climate change in the region. As one of the most arid countries in the world, with less than one-sixteenth the amount of renewable water resources as Ethiopia, Egypt is already facing severe water shortages, largely because of rising temperatures and rising sea levels. In fact, Egyptians are currently living around 50 percent below the water-poverty line, and with very little annual rainfall, the country is almost entirely dependent on the Nile for renewable water. To manage such conditions, Egypt has adopted a nationwide system of reusing water several times for agriculture, achieving one of the world’s highest overall irrigation system efficiencies.
Despite Ethiopia’s claims that hydropower projects will cause no harm, the unilateral filling and operation of Ethiopia’s dam would quickly make matters far worse for both Egypt and Sudan, causing serious environmental and socioeconomic damage, potentially forcing droves of families from their homes. Further, the GERD would also have deleterious effects on Egypt’s Aswan High Dam, a multipurpose dam, which is the biggest source of renewable energy in Egypt and is indispensable in securing the water needs of Egypt and Sudan. The United Nations notes that every 2 percent drop in available water impacts 1 million people.
An impact study, conducted by the reputable Dutch firm Deltares, found that unilateral filling of the GERD could lead to a water shortage in Egypt of more than 123 billion cubic meters, and that in the agricultural sector alone, every 1 billion cubic meter shortage of water caused by unilateral filling or operation of the GERD, would result in forcing 290,000 people out of work, destroying more than 321,230 acres of cultivated land, an increase of $150 million in food imports, and a loss mymortgage primaryresidentialmortgage com $430 million of agricultural production.
The threat the GERD poses is not hypothetical but real. Right now, another dam built by Ethiopia is causing enormous harm in Kenya. The fallout is so severe that UNESCO warned of the extinction of Lake Turkana in Kenya. There has also been reporting and research on other Ethiopian unilateral actions, including in the Juba and Shabelle basin, without prior consultation with Somalia, and their significant negative impact on water access and security in Somalia.
The social and economic instability triggered by such unilateral policies could generate greater unrest in the region. And Ethiopia is stoking the flames by villainizing Sudan and Egypt by pushing the misleading populist narrative that attempts to characterize any and all concerns about the GERD as being rooted in colonialism, claiming that its downstream neighbors are against Ethiopia’s development and are trying to impose upon Ethiopia “colonial treaties.”
This mischaracterization is designed to allow Ethiopia to divert attention from its actual international legal obligations toward its downstream neighbors, which include several international treaties that Ethiopia signed—all, with no single exception, as a sovereign independent state—including in 1902, 1993, and 2015. These treaties served and continue to serve Ethiopia’s national interests, including, for example, in relation to its borders. Nonetheless, while Ethiopia has reaped the benefits from signing these treaties, it repeatedly attempted to shirk its obligations related to the Nile River under the very same treaties.
The situation as it stands today was entirely avoidable. A viable solution has been on the table. In 2019, following a decade of adamantly rejecting any kind of agreement, much less the participation of any mediators or observers, Ethiopia finally accepted the participation and input of Washington and the World Bank in the process. The three countries were on the verge of signing an equitable agreement, a compromise deal inspired by the successful model of cooperation governing the Senegal River Basin. But at the eleventh hour, Ethiopia abruptly backed out and claimed that the proposed agreement deprived Ethiopia from its right to generate electricity efficiently from the GERD or undergo future projects, and that it tried to impose water shares to which Ethiopia does not subscribe.
Contrary to Ethiopian claims, this compromise deal assured Ethiopia that it will generate hydropower from the GERD sustainably at optimum levels, in all hydrological conditions, while protecting the downstream countries from ravaging droughts. It unambiguously stipulated that it is not a water-allocation agreement, clearly recognized Ethiopia’s right to undertake future projects on the Blue Nile in accordance with applicable international law, and allowed the parties to revisit the agreement in 10 years.
Today, one year later, negotiations are still faltering under the auspices of the African Union, and Ethiopia’s statements have now disclosed the actual reason it abandoned the Washington talks: Ethiopia rejects any legally binding agreement on the rules of filling and operation of its new dam, demanding a framework of nonbinding guidelines that it could alter at its whim. This is in contradiction with the 2015 Agreement on Declaration of Principles among the three countries.
Even though Ethiopia’s political statements speak to its commitment to the African Union-led mediation process, invoking the shared principle “African solutions for African problems,” Ethiopia’s actions clearly undermine, in effect, the role of the African Union. This has been evidenced by Ethiopia’s categorical rejection, in the most recent meeting in Kinshasa, Democratic Republic of the Congo, in April, of multiple joint proposals from Sudan and Egypt to empower the African Union-led process. That’s because Ethiopia prefers a nominal role for the chairperson at the African Union rather than an active role.
A new era of stability and shared economic prosperity is on the horizon in Africa and the Middle East, due in large part to the steady leadership of the United States. One example of the welcome changes sweeping through the region is the recent U.S.-brokered normalization agreements between Israel and a number of Arab states, which was reminiscent of Egypt’s trailblazing treaty with Israel—also mediated by the United States—more than 40 years ago.
The United States has the leverage needed to successfully encourage Ethiopia to engage in good faith in the GERD negotiations and to refrain from unilateral actions and the pursuit of narrow self-interests, which have been detrimental to its neighbors’ legitimate interests. Soliciting expertise from international partners, including the United Nations, the European Union, and the United States, in support of the African Union-led mediation process would be invaluable in bringing the negotiations to fruition as soon as possible.
This proposal would also ensure there’s no room to falsely point fingers; it would not be feasible to challenge the impartiality of all these partners led by the chairperson of the African Union, the way Ethiopia did with U.S. President Donald Trump’s administration after Ethiopia abandoned the U.S.-led mediation process last year.
History shows that progress along the Nile can be fragile, and a single dispute can have harmful ripple effects that destabilize the region and reach our allies in the West. Failing to resolve the rapidly escalating issue over the GERD would accelerate the already devastating impacts of climate change in the area, unleash a wave of illegal migration to the West, and open the door to new conflicts and even terrorism in the Middle East and East Africa.
Through principled diplomacy, the Biden administration can reset the faltering negotiations, bring about an equitable solution for all parties, and, in doing so, ultimately safeguard its strategic interests with three important regional allies.
Correction, April 30, 2021: Egypt has less than one-sixteenth the amount of renewable water resources as Ethiopia. Due to an editing error, a previous version of this article incorrectly referred to rainfall.
Corporate Governance and Regulation Issues in a Casino Economy: Insights from Zimbabwe’s ReNaissance Merchant Bank
Corporate Governance and Regulation Issues in a Casino Economy: Insights from Zimbabwe’s ReNaissance Merchant Bank (Working paper) ‘We should put out fire while it is yet small’, African proverb Mufaro Gunduza Abstract In the last ten years the Zimbabwean financial landscape has witnessed fundamental tectonic shifts (Gono, 2008). High inflation soared to hyper-inflation and further galloped into unbelievable supersonic inflation (Mnaba, 2012). The country degenerated into a classic ‘casino economy’ where the survival instinct dictated the corporate path of the day. Business ethics and sound corporate governance practices were discarded as corporations tried every trick in the book to keep their heads above the waters. As Mnaba (2012) argues “a business landscape where there are no ethics is a gangster’s paradise”. For every cause, Brian Tracy (2001) similarly argues, there is a corresponding effect. Financial landscapes that sow to the wind will certainly reap a whirlwind (Greenspan, 2007). This article seeks to interrogate the governance challenges that engulfed the Zimbabwe Financial Services Sector resulting in several banks collapsing and some being put under recuperative curatorship. It looks at the ReNaissance Merchant bank case as a microcosm of the wider picture in the Zimbabwean banking industry and tenders valuable strategic and corporate antibiotics to hedge against financial fragility and enhance financial stability. Ethical and governance frameworks such as the King 111 and ‘ubuntu’ among others are utilized here as critical lenses and spectacles to cross examine and investigate the various corporate behaviors and practices which emanated from the economic hardships. This enquiry emanates from robust focus group discussions, vigorous engagement with the central bank management and staff, periodic official compliance and status quo reports, high court judgments and interviews with concerned entrepreneurs and top level managers. Key Terms Ubuntu- African value system which entails rules of correct behavior Casino Economy- an economy devoid of the rule of law and where survival is for the fittest Introduction For the past ten years Zimbabwe has been seething on the ferocious waves of a callous casino economy and as M, Mnaba (2011) postulates “a business landscape where there are no ethics is a gangster’s paradise”. You cannot talk about ethics in a casino setup. It is survival of the fittest. In that scenario each business person spends time thickening their skin and dusting their bag of tricks like Kalulu the hare in preparation to outwit other vulnerable business people in the intricate and corrupt corporate highways. It is a paradoxical, chaotic and absurd world. The apothegm of kakara kununa hudya kamwe (if you do not pounce on your neighbor first they themselves will eat you eventually!) became the supreme and predacious gospel of survival. Such was the way of life in the Zimbabwean casino business landscape. Banks collapsed and business executives fled the country after being specified as wanted commercial criminals. Commercial enterprise became unsustainable. The formation of the inclusive government (GPA) in 2009 somewhat heralded the demise of the casino economy and ushered in a sober and promising business environment. However, casino business habits had become endemic and old habits ordinarily die hard! Corruption is a terrible demon; it enters like a splinter and in no time spreads central national bank online an oak tree. This article interrogates the corporate governance and financial regulation challenges Zimbabwe has gone through and establishes ways and means whereby the Zimbabwean business environment can be sanitized of the cruel and cold hearted remnants of the casino economy. The article carries out a surgical cross-examination of the ethical and corporate governance issues at ReNaissance Merchant Bank and proffers valuable boardroom intelligence insights drawn from practical lessons and recommends plausible solutions to the contemporary governance challenges which had become pervasive in corporate Zimbabwe. Renaissance Merchant bank was chosen not because it is the worst case scenario. In Zimbabwe we have had several banks put under curatorship since 2003 and for various reasons. ReNaissance Merchant Bank is apparently the last partridge to come out and as renaissance bank zimbabwe tends to get most sticks thrown at it. Literature Review The contemporary business world has recognized the importance of a triple bottom line approach which encompasses the planet and the people in addition to making profits. (Mhonderwa, B, 2012). Stakeholders and consumers have become more discerning and enlightened. (Rossouw, D, 2002). Because of rapid developments in information communication technologies corporate abuses can no longer go ‘off-the-radar’ as before. Businesses have become ‘corporate citizens’ and expectations on these entities in terms of their citizenry and behavior have become common and unavoidable. Contrary to the short sighted and anemic Friedman (1979) view that the ‘business of business is business’ entrepreneurs have realized that a triple-bottom line phenomenon is essential to harmonize their affairs and relations with the communities they operate in. (Goodpaster, 1993). Organizations which are perceived to be ethical and which espouse to sound corporate governance practices tend to boost investor confidence and earn for themselves impeccably good reputation. Trust and goodwill tend to accrue as stakeholders notice semblances of fairness, accountability and responsibility in the day to day administration of a corporation. Similarly, an ethical organization tends to bring about high staff morale and high staff retention (Rossouw, Deon, 2002). Existing corporate governance frameworks such as the American Round Table, the Cadbury Report, the Sarbanes-Oxleythe King 111 report and the various tenets of ubuntu as a governance philosophy all give due prominence to accountability, responsibility, fairness and mutual trust as cornerstones in business. When these are violated stakeholder dissonance ensures. Methodology When researching on legislative violations, ethical breaches and corruption the researcher has to be extra judicious and shrewd. These are grey areas and white collar crimes which are committed by executives who are decorated with BCOMs, MBAs, PhDs and other impeccable intellectual outfits and professional adornments. These executives do understand the tenets of the banking act in terms of what it says and also what it does not say. Instead of fulfilling the letter and spirit of the law these executives sometimes hunt for legal loopholes and policy gaps within the acts governing financial institutions and capitalize on them for short term corporate expedience. Oftentimes these crimes are hatched in boardrooms and to cover their backs a plethora of well thought-out ‘creative accounting’ strategies are deployed to sanitize the company books. Whilst creativity and innovation are fundamental pillars of any organization when creativity becomes destructive (toxic creativity) and a tool for short term benefits it becomes a liability to the corporation’s stakeholders and institutional longevity. In this investigation the researcher had to embrace a multiplicity of research tools because of the uniqueness of the investigation. Business intelligence research methods were used where every piece of evidence, every clue, and every forensic data should never be taken for granted but is placed under rigorous and vigorous scrutiny checking how it fits or does not fit in the bigger jigsaw puzzle and scheme of things. After gathering raw data the researcher had to deploy lateral, perpendicular and 360 degree analysis (Maxwell, 1998) of facts tapping from hindsight, foresight and circum-sight principles at every stage. The researcher believes that by viewing a problem from a range of angles (whether qualitative or quantitative) the researcher will accrue a comprehensive and commanding perspective of the problem at hand. Discussion and Analysis of Findings ReNaissance Merchant Bank was licensed in 2001 after satisfying Reserve Bank of Zimbabwe conditions and immediately got listed on the Zimbabwe Stock Exchange. Its founder Patterson Timba should be credited for his courage, resilience and entrepreneurial zeitgeist to tread in a business landscape where even angels would customarily fear to tread. Judging from the periodic mid-term and annual financial reports of the bank ReNaissance Merchant Bank was by and large posting handsome profits from its operations. But as the elders say around every flowering tree one is bound to find some insects, so the media started sniffing and interrogating the goings on at the bank. RMB ran into trouble after Indian businessman or rather loan shark Jayesh Shah blew the whistle on Timba after the RMB founder failed to repay the money he had borrowed purportedly to recapitalize the bank. There were also allegations that the founder Patterson Timba had literally villagized the bank and together with his friend Dunmore Kundishora they had appropriated for themselves unbridled titanic powers to influence decision making and the day to day operations at the bank including the awarding of colossal loans to friends and family members. Gideon Gono, the reserve bank governor, immediately announced the firing of some executives from the board and some senior management at RMB and its parent company ReNaissance Financial Holdings Limited (RFHL) ostensibly “to protect depositors interest” after the bank was looted by its founders” and also to “protect the stability of the financial system” which was now vulnerable and prone to the contagion effect. (RBZ Governor, Dr. Gideon Gono in a press statement, September, 2012) Those who were removed include RMB board chairman Lovemore Moyo, RFHL founder Patterson Timba and his trusted lieutenant Dunmore Kundishora; non-executive director Robert Tindwa; Shepherd Shara, Executive Director- Treasury and Structured Finance and head of Internal Audit, Shepard Muzivi. RBZ also banished manager -Treasury Operations Norest Kwete; group accountant Tatenda Madzingo and group company secretary Lydia Timba. In April 2011 the Reserve Bank of Zimbabwe parachuted an investigative team to ferret the state of affairs at the bank and to scrutinize its liquidity, profitability and solvency. After rummaging through and quizzing a number of key stakeholders of the bank they came to the conclusion that all was not well within the bank. First, according to the RBZ report they discovered that the founder of the bank and his associate Dunmore Kundishora who was also a director at the bank wielded too much power and disregarded the independence of the board of directors in their activities and decisions. It was also discovered that the directors and their close family members systematically pillaged through depositors’ funds through reckless awarding of third party loans which were eventually not paid back. As banks came under scrutiny from the central bank in terms of compliance with minimum capitalization directors at ReNaissannce Merchant Bank allegedly decided to borrow money from well- known loan sharks such as Jayesh Shah. Loan sharks are cash predators who come dressed in jeans and jackets of good Samaritans yet intrinsically they are financial demons from the deserts. They charge preposterous interest rates and when you fail to pay up the loan at agreed time frames they demand a pound of flesh from any part of the body which pleases them. Most businesses in Southern Africa have capsized because of the punitive practices of the loan sharks; also affectionately known as amatshonisas (those who entice you into bankruptcy). Entrepreneurs only realize that based on the following data what is the working capital that glitters is not gold when they start sinking into the abyss of debt. Loan sharkism is not a good symptom in a healthy economy because ordinarily entrepreneurs should hunt for clean capital for their operations. The central bank, allegedly, also discovered that there was higher than normal credit risk with Mr. Renaissance bank zimbabwe and his relatives unfairly benefiting with up to US$12,4 million in terms of the total insider borrowings, which exceeded 25% of the bank’s capital base thus in violation of section 16 (2) (a) of Statutory Instrument 205 of 2000 of the reserve bank regulations. In essence the bank was allegedly found to be grossly undercapitalized. More so, the shareholding structure at ReNaissance Merchant Bank was chameleon-styled in nature as it camouflaged the true identity of the beneficiary shareholders. The renaissance bank zimbabwe of directors was seen to be dysfunctional, toothless and a window-dressing tool. The bank was immediately put under a curator, Mr. Reggie Saruchera with the consent of the Minister of Finance Mr. Tendayi Biti. Mr. Reggie Saruchera hails from Grant Thornton and Camelsa Chartered Accountants. Tendai Biti, the Minister of Finance had ironically said at a press conference that ReNaissance Merchant Bank was not in red per se, that is, it was in sound financial condition yet at the same time announced that an investor had been secured to inject US$70 million to reinforce or augment ReNaissance Merchant Bank’s capital foundations. The bank, however, was allegedly found by the RBZ investigative team to be technically insolvent with a negative capital of $16 659 725,31 as at April 30 2011, against the prescribed minimum capital requirement of $10 million for merchant banks in Zimbabwe. Gono argued that while it was not the central bank’s wish to place banks under curatorship, it would renaissance bank zimbabwe stand by while the situation got out of hand. He, therefore, spiritedly sounded strong warning and war drums to deviant banks: “The Reserve Bank wishes to warn the entire banking sector against indulgence in fraudulent and other undesirable activities bent on abusing depositors’ funds for selfish motives. We stand ready to conduct incisive examinations and/or investigations on every banking institution that is not compliant with the letter and spirit of banking laws and regulations”. (Dr. Gideon Gono, Governor of the Reserve Bank of Zimbabwe’s statement to the media). According to the central bank’s report, RMB was the biggest ‘pillaging scandal yet within the banking sector’ and that the bank owners ‘working in cahoots with a pliant management, looted the bank to a shell’. Surprisingly, the incoming reign of the RBZ appointed curator saw ReNaissance Bank being sucked of its financial nectar to sustain the duties of the curator to the tune of US$1m over six months. The Politics of Curatorship It is common folk wisdom that because a man has injured your goat you do not have to go all out and kill his bull. Neither do you look for a fourteen pound hammer to thwack a mosquito on somebody’s forehead. There is a general feeling in Zimbabwe that the central bank sometimes puts banks under curatorship when in fact all it needed was to issue a strong warning or censure. Curatorship is rather too strong a practice and it sends wrong signals to an already volatile market such as the Zimbabwean business landscape. There is also a perception that Mr. Reggie Saruchera is always chosen to be a curator when banks are perceived to be in the red notwithstanding the fact that there several other well qualified chartered accounting firms in the country who can also sweep clean. There is a perception in corporate Zimbabwe that Mr. Reggie Saruchera is a travesty of what it means to be a curator. He is known as a stranger who has the hardnosed guts to skin a sheep that is paid as a fine at a chief’s court without any second thoughts. ReNaissance Merchant Bank was put on curatorship for six months where corrective measures were supposed to be implemented to bring back the bank to profitability. In a stunning feat of absurdity Mr. Saruchera’s stint at ReNaissance Bank was characterized by outlandish monthly salaries and perks drawn from ReNaissance Merchant Bank coffers untypical of an under- capitalized and financially sick bank. It is common knowledge that because a man is a trespasser one should not punish the trespasser with relentless milking of his only cow. The period of curatorship is supposed to be a time of remedies, therapy, inoculation and financial healing rather than financial hemorrhage. By the time the curator left the only positive thing that emerged is the coming in of the National Social Security Authority (NSSA) as a new shareholder and the pouring in of US$24m into ReNaissance Merchant Bank. The curator walked away with a whopping US$1m in remuneration from a bank which was widely reported to be in the financial intensive care unit! It is morally wrong when curators become looters. Before moving in the curator complained about the shambolic nature of ReNaissance Merchant Bank’s books. Like bird chichidodo in Ayi Kwei Armah’sThe beautiful Ones Are Not Yet Born; it makes loud pronouncements about its hatred of human excrement yet it feeds on the maggots that hatch from that very excrement. The founder of Renaissance Merchant Bank pointed out that under normal practice the Reserve Bank of Zimbabwe pays the curator for his services and not the troubled bank. He argues: "Not only is that clearly outlined in the appointment letter, but that has been the practice over the years and I have been around as a banker when second respondent (Reserve Bank of Zimbabwe) placed financial institutions under curatorship in the last decade." (Patterson Timba, 2012) The History of Patterson Timba? Patterson has been involved in the financial and related services sector since the 1990s. He began his career at Ernst & Young where he served articles of clerkship. He left Ernst & Young in early 1994 to join Standard Chartered Merchant Bank as Manager-Corporate Finance, where he was involved in several classical corporate finances transactions. He held this position until joining Stanbic Bank’s Merchant Banking Division where he continued in his investment- banking career, before joining National Merchant Bank Limited (now NMB Bank Limited) to head their Corporate Finance Division. In November 1999, he founded the ReNaissance Financial Holdings Limited Group, an integrated financial services investment holding company with interests in merchant banking, securities trading, fund management and insurance and related services, with offices in Harare and Kampala, Uganda. In recognition of his business and community leadership, he was selected a Global Leader for Tomorrow (GLT) by the World Economic forum in 2002. Patterson’s business and community activities received further international recognition when author David Fick (2006) devoted a chapter on him in wells fargo center address book Africa, Continent of Economic Opportunities, a book that focuses on Africa’s leading entrepreneurs. Patterson is a proponent of Ethical Capitalism and in June 2001 his family established Munotidaishe Trust by bequeathing to it, 10% of the family’s interests in the financial services sector. The Trust which focuses on the welfare of widows and orphans now looks after approximately 1000 beneficiaries providing accommodation, education to university level, clothing and food. In terms of academic qualifications he has a Bachelor of Technology, Degree in Accountancy and is a member of the Institute of Chartered Accountants of Zimbabwe. He is married to Priscilla and they have four children. No doubt he is a courageous entrepreneur operating in a market which is complex, unpredictable and unstably volatile. Human beings are products of their environment. If Patterson Timba is an unethical businessman the Renaissance bank zimbabwe business environment itself cannot escape without egg on its face. What perhaps Zimbabwe needs to reform are the landscape first, then individual businessmen. We may have come out of the casino economy but the dreaded casino habits are not yet out of the business players and the regulatory authorities. The Role of the Central Bank It is true that banks ought to comply with reserve bank regulations all the times. But the reserve bank should also regularly check all players in the financial services sector to verify whether regulations are being adhered to or not. We should put out fire when it is yet small. Lance Mabondiani (2011) argues that: “The sensitivity of the financial sector demands that those who regulate it be quick to action, but slow to speak – especially when there have been no independent investigations to prove their allegations…” The way in which the reserve bank dispatched an eighteen member investigating team reminiscent of Hollywood-styled American SWAT teams is not only dramatic but theatrical. They descended on Renaissance Merchant Bank James-Bond style yet they were in fact supposed to have pre-empted the crisis at ReNaissance Merchant bank through better and tighter fiscal monitoring. Unfortunately, the hyena cannot smell its own stench! The task of reigning in banks requires that the central bank display clean hands because as the Jamaican proverb says ‘what monkey see is what monkey do’. The Zimbabwean central bank’s hands are not clean. Its own house renaissance bank zimbabwe not in order. The Reserve Bank itself, meanwhile, has not had much luck finding buyers for assets it had put on sale hoping to pay off some US$1.2 billion in debt it accrued due to quasi-fiscal measures over the past ten or so years. RBZ companies on the block include exchange-traded Tractive Power Holdings and Astra Holdings as well as Homelink, Tuli Coal and several others. With an outlandish debt of almost US$2billion it recklessly accumulated during the ‘casino days’ it renaissance bank zimbabwe difficult for pot to stand up on a moral and ethical pedestal and call kettle greasy! Lance Mambondiani (2011) furthermore observes that: “Despite ‘bible thick’ investigative reports prepared on so-called errant banks of 2003 which alleged frauds and abuse by the owner managers, only a handful of the bank executives were arrested and/or charged on these allegations. Of those who were charged, none of them were ever convicted. Expressed in local colloquialism – ‘vesevakabuda D’ (they were discharged by the courts). In the case of Trust, Royal and Barbican bank, the alleged corporate governance failures identified by the curators were overshadowed by the Supreme Court findings in 2005 which suggested that the bundling of the assets of the three banks into ZABG was muddled. This then begs the question: when are corporate governance problems corporate governance problems? If the central bank has been unable to prove fraud in over 13 banks in which allegations were made, how can it prove these allegations against the complex financial engineering skills of Patterson Timba whose deal making capabilities are nothing short of legendary?” Alex Magaisa (2012), another analyst recently made the observation that the collapse of RMB was more a failure of regulation than it was of corporate governance. The problem with the central bank’s approach rests on its all too sudden, megaphone diagnosis of the banking crisis as primarily a corporate governance problem which in over 10 years they have failed to prove. ‘Could it be that the central bank’s diagnosis is a wrong one or that bank owners have perfected the art of ‘robbing their own banks without leaving footprints’? (Mambondiani, 2012) The liquidity problems within banks and the increased involvement of the so called ‘loan sharks’ in the Zimbabwean economy should be viewed in a wider context of a chronic liquidity crisis in the whole banking sector in which the central bank has no capacity to perform its duties as a lender of last resort. Isn’t it wise then to cure the root cause rather than the symptom of a problem? In a market in which the regulator itself is reported to be ‘technically insolvent’, an expectation that banks will have the capacity to meet new capital requirements which do not match economic realism will of course inevitably open doors to ‘loan sharks’ or the emerging dominance of a few cash-cow shareholders who now seem to have their hands in most banks. This is the greatest threat to financial sector stability in Zimbabwe. The shocking revelation by Patterson Timba that the central bank owes Renaissance Merchant Bank US$8,4 million, while Lunar Chickens Pvt LTD (which is owned by the Governor of the Central bank, Dr Gideon Gono) is disgracefully indebted to ReNaissance Merchant Bank the lavish tune of US$1 million. The US$8,4 million was borrowed by the central bank between 2009 and 2010 and was for statutory reserves, diaspora money and gold bonds. When contacted for comment, Dr Gono allegedly said: "Since the RBZ is cited as a respondent, it would be out of order to comment outside court proceedings. The beauty is that the law is very clear as to what should be done and provides relief to injured parties. So, we must wait for that process…."As for the accusation about a company I am associated with, again, I am not its spokesperson though I am aware that the applicant is stretching credibility to interestingly breaking levels. Let the relevant parties meet in court. Suffice to say though that indigenization must never be regarded as a euphemism for indiscipline, corruption and tolerance of bad corporate governance (Dr. Gideon Gono, Governor of the Reserve Bank). Lessons Learnt Currently NSSA now has the majority shareholding at ReNaissance Merchant Bank. The loan shark is baying for Paterson Timba’s shareholding and it looks like Timba may end up remaining with between 2-4% shareholding. It is true that smooth seas do not make skillful sailors; there are always lessons to learn from our mistakes and blunders. One fundamental lesson which is glaring in this case study is that it is too costly to run a business unethically (Rossouw, 2005, Mnaba, 2011, Mhomderwa, 2012). Sound business ethics and adherence to commonly accepted principles of corporate governance can be a safety net in troublous times for entrepreneurs. Boards of directors should be effective and not just a window-dressing vehicle. They must play their oversight role without fear or favor. Accountability, transparency, fairness and responsibility should be the pillars of every ethical organization. The founder of the bank ended up choked by the smoke produced by the firewood he fetched himself in the forest. When the ruthless bite of the law sets in the deviant entrepreneur finds himself on the roasting braai-stand like a pig ready to be fired by its own fat. The syndicate of lenders represented by Shah such as Al Shams (US$2,9 million), Lord Shanidev and Iris Trading are in essence practicing usury which is not healthy in any economy. The central bank should acquit itself of bad corporate governance in order to have a moral high ground over banks. The governor of the reserve bank, his management and his private companies should not borrow from local banks because of conflict of interest. If the governor decides to go into business then he should quit his position as governor because he cannot be both referee and player at the same time. It is foolhardy to try to climb two trees at once because one has two feet. References Armah, Ayi Kwei (1979) Renaissance bank zimbabwe Beautiful Ones Are Not Yet Born, Heinemann, London Fick, David (2006) Africa: Continent of Economic Opportunity, STE Publishers Friedman M (1970); The Social responsibility of business is to increase its profits; New York Times 13 September Goodpaster Kenneth 1993, Business Ethics and Stakeholder Analysis, in Winkler Earl and Coombs Jerrold (eds), Applied Ethics: a Reader, Basil Blackwell Greenspan, Allan (2007) The Age of Turbulence: Adventures in a New World, Penguin, USA Gono, Gideon (2008) Zimbabwe's Casino Economy: Extraordinary Measures for Extraordinary Challenges, Zimbabwe Publishing House Magaisa, Alex (2012) Opinion on Curatorship of Banks, in New Zimbabwe.com Mambondiani, Lance (2012) Opinion on the Collapse of Interfin, New Zimbabwe.com Mhonderwa, Bradwell (2012) Shifting From Words to Real Action in G Fungurani & M Gunduza’s Business Ethics and Corporate Governance in Zimbabwe, Eagle Press, South Africa Mnaba, Manson (2011) Defying the Odds! Doing Business In a Collapsing Economy, Mount Carmel Press, Harare Maxwell, JC (2002) The 360 Degree leader; Developing your Influence from Anywhere in the Organization, Thomas nelson, Nashville, Tennessee Rossouw, Deon (2002) Business Ethics In Africa, Oxford Press Tracy, Brian (2001) The 100 absolutely Unbreakable Laws of Business Success, Berrett-Koehler Publishers, Vancouver
Ethiopia Completes First Filling of Grand Ethiopian Renaissance Dam
Ethiopian prime minister Abiy Ahmed’s office put out a press release on July 21 confirming the first year’s filling of the Grand Ethiopian Renaissance Dam (GERD) has been achieved thanks to heavier than normal seasonal rainfall and runoff. Abiy commended the African Union for leading the latest talks between Ethiopia, Sudan and Egypt to address their differences over the dam’s filling and operation, and said that further technical discussions would continue.
The statement was light on details but seems to indicate that Ethiopia is pulling back from some of its more aggressive rhetoric used against Egypt, as the two nations have rattled sabers at each other over the course of negotiations. Egyptian hackers have even launched a cyberattack on Ethiopian government websites in the past month.
There has been no official response to the press release from Egypt or Sudan.
Egypt has referred to the GERD as an “existential threat” over fears that a rapid filling of the dam could lower water levels in the Nile to a dangerous degree. Amid rumors last week that Ethiopia had begun to fill the GERD before an agreement had been reached between the three countries, Sudan reported a drop in the water level of the Blue Nile—also known as the Abbay River—reaching it from upstream Ethiopia.
When Egypt sought urgent clarification from Ethiopia over the reports that the reservoir was being filled, the Ethiopian water and energy minister responded that the level was rising due to heavy rains and not to conscious efforts to fill the dam. He said the overflow would be “triggered soon.”
Key Questions Remain
The key questions are how much water Ethiopia will release in years of low rainfall, and how future disputes will be resolved.
The United States, United Nations, and African Union have mediated negotiations to resolve the impasse. The American response has been ambivalent, however, as some in the Trump administration want to side with Egypt, a strategic US military partner, whereas others worry this risks driving a wedge between the US and Ethiopia, Africa’s second-most populous nation.