GIA now packed with ?les miserables? may implode

It is a fundamental duty of directors to act in good faith in the interests of their companies. In the Ghanaian situation, this duty has the potential to conflict with directors? personal interests.

EXECUTIVES of the Ghana International Airline, which has already swallowed nearly $20 million of pensioners? money wrung from SSNIT, have carried through with their threat to sue the Chief of Staff, the Attorney General and the Ghana International Airlines for wrongful dismissal, plunging the newly-established airline with linkages with the supposedly defunct Ghana Airways into an almost terminal state of collapse.

Independent investigations by The Chronicle indicate that none of the members of the board of directors of the Ghana International Airline who have been imposed by the Chief of Staff have the required wherewithal to escape the harsh rules of equity because of major conflict of interest challenges clouding their bonafides.

Mr. Kwadwo 0. Mpiani, was himself a director of Journey Craft ltd, owners and operators of PANAF Airways, which collapsed under a pile of debts several years ago before he assumed power. Several Ghanaians, including some staffers of The Chronicle are owed money by the Mpiani-owned Panaf Airways.

As things go, it is almost certain that the legal action would provoke full disclosure and open a can of worms that may be lying hidden under the labyrinth of complex ownership structure for public gawking. The Mormon connection that swept Mr. Jake Obetsebi Lamptey out of his high perch as former Minister of Presidential Affairs may be exposed, as Mr. Samuel K.A.B Crabbe, a major Mormon, who used to work with another Mormon- owned facility, ACS-BPS in Accra, may have a story or two to tell.

Clearly, the legal battle that will unfold may have grave implications for the Millenium Challenge Account, which has good governance as one of the major criteria for the release of some $500 million of badly-needed cash for Ghana.

With the US certain to take sides in this unfolding spat, the legal battle will be halted with a hasty withdrawal for out of court settlement, or the Chief of Staff may have to be sacrificed.

Though an unelected official, it became clear on Monday that he wielded more power than the Vice President, as Alhaji Aliu Mahama?s intervention when the GIA executives raced to his house for help, came to naught. Mr. Mpiani simply asked the pliant Azu Mate, who has been under Chronicle investigations for several weeks for clear incidence of conflict of interests and other small matters, to fire Brian Presbury.

Mr. Mpiani?s hand was clearly in evidence when he clashed with another Australian, Luke Butler, who has since left town and set up a shop in neighbouring Republic of Benin. Nana Bediato, his lawyers, dropped him when they felt the weight of Mpiani?s muscle on the shoulders of Butler, who is married to a Ghanaian.

GIA?s problems can be traced to the refusal of the man who had been actively promoted as the top shot, and who is going to head the Airline, Mr. Ralph Atkins. The Chronicle learnt that Mr. Atkins was not going to take up the job after having realized that, there were still loopholes that needed to be plugged. Besides, he was personally wealthy and did not want to be a part of the deal, which was beginning to look like child?s play.

Now, to the shock of the 1000 plus strong workers of the defunct Ghana Airways, who are still awaiting their severance package, the GIA board was composed of members of the Task Force that was set up to liaise with the Senior Staff Association of Ghana Airways. Mr. Gustave Mate Azu, who was their ?point man?, was benefiting from a contract between Ghana Airways and KLM, which should have been transferred to GIA since it started operations.

Material sighted by the Chronicle point to a relationship between Group Captain Frank Okine and his cousin Mr. Azu Mate and Royal Africa Travel, which is selling Ghana Airways tickets to passengers flying on KLM?s Accra-Amsterdam-Accra route, which yields 120,000 Euros per month since Ghana Airways? liquidation process started last year.

Contrary to a July 25, 2005 letter written by the Board Chairman of Ghana International Airlines, Mr. Gustave Mate Azu, to the Official Liquidator of Ghana Airways, Mr. JK Harlley, suggesting that a creative way must be found to sustain and later transfer a contract between KLM and Ghana Airways, where the former flies 100 Ghana Airways passengers per week to GIA, KLM is still flying Ghana Airways passengers under the auspices of Royal Africa Travel.

In the same letter, Mr. Azu is quoted to be drawing Harlley?s attention for special consideration and handling of the agreement between Ghana Airways and KLM.

Mr. Mate Azu stated, ?GH/KLM have an ongoing commercial agreement that enables GH to block seats on KLM flights on the ACC/AMS/ACC route. The current number of seats blocked is 100 per week with GH retaining the net proceeds, which average about 120,000 Euros per month. This agreement is likely to be in jeopardy in view of the current liquidation status of the airline, since under the termination clause in the agreement, KLM can abrogate the agreement for that reason.?

It continued, ?It is recommended that KLM be engaged in discussion to find a creative way to keep the agreement alive until GIA formally inherits this arrangement as the new national carrier.?

Mr. Mate Azu wrote the letter when he was chairman of the Government Task Force and when Ghana Airways was without management until the liquidation process began.

When his cousin, who is also a Board member of GIA, Group Captain Frank Okine, was reached, he referred the Chronicle to the chairman and the official liquidator of Ghana Airways.

Group Captain Okine however said GIA could not inherit any asset or liability from Ghana Airways because they were separate entities and ?there has not been and will not be any seepage from Ghana Airways to GIA?.

He said it is the official liquidator that bears all the assets and liabilities of a liquidating company and not a different entity.

Surprise! Surprise! Another member of the new board is one Mr. Kojo Andah, a loyalist of former GCAA board chairman, Dr. Amoako Tuffuor. Mr. Andah is the Managing Director of the Department of National Lotteries. He has had a controversial past, which would usually attract second look by forensic lawyers, judging from his previous record with a financial company, where he shares a similar distinction with Mr. Kwadwo Mpiani- running a company to the ground and fleeing with debts.

In an interview with the Chronicle recently, Mr. Andah said he was not aware of the situation that Royal Africa Travel was using Ghana Airways to fly passengers on KLM?s Accra-Amsterdam-Accra route.

?This is the first time I am hearing of it.? Another member of the board, Mrs. Irene Adu-Mantey of Ecobank, clarified that she was a member of the task force at Ghana Airways and all responsibility was given to Mr. Mate Azu.

The official liquidator, Mr. J.K. Harlley, when contacted by phone, referred The Chronicle to Mr. Alex Ashiagbor of Ghana Airways, who is currently working on the case, saying that he was not authorized to talk on the case.

The plaintiffs, GIA-USA, LLC, in their suit, are seeking:

1. A declaration that the purported termination of the appointment of the management team by the 3rd defendant is null and void.

2. A declaration that the purported termination of the appointment of the management team by a section of the board of Directors of the 2nd Defendant Company is void.

3. An injunction to restrain the 3rd Defendant from interfering in the affairs of the 2nd Defendant Company.

4. An injunction to restrain the board of directors of the 2nd Defendant Company from acting contrary to the company?s regulations and shareholders agreement.

5. General damages for breach of the Agreement.