Greg Vogt will become CEO of Knysna Tourism on July 1 2014 despite clouds of questions hanging over him.
I haven’t met a member of the public who can understand his appointment into such an important position. Only the politicians and Lauren Waring seem to be motivating their decision… and that is suspicious in itself considering their role in all that went wrong at Knysna Tourism.
In the next blog about him i will show you how he was appointed and why it doesn’t add up. But let’s start with the suspicious payments paid to him by Knysna Tourism via Conservation Global. Today i provide you Greg Vogt’s argument why they were legal and my argument why they were not.
GREG VOGT’S RESPONSE TO MY CLAIMS OF HIS ILLEGAL PAYMENTS
- There is no change to the constitution. The new companies act requires all entities to migrate to what they call an MOI (memorandum of understanding). This migration from articles of association to an MOI may not change the fundamental intentions of the articles. They refer to no fundamental changes. Our auditors recommended we consult with specialists in this field to fulfill the requirements of the new companies act as prescribed. So the answer is no. We have not changed the constitution in any way whatsoever and a registered and accredited auditing firm with the relevant legal department has assisted us in this process. Should there have been any fundamental changes to the constitution, then we would have had to hold a special AGM as due process.
- I used to work for Conservation Global NPC.
- I consulted broadly and any payment from my consultations were billed by the CG organisation I represented.
- There is confusion by Shaun van Eck about my remuneration from Knysna Tourism. He addressed this to [Basil] Michaelides in correspondence to which we have replied in writing to Michaelides.
- A director may not receive remuneration for their duties as a director.
- The Articles (Now MOI) states clearly that a director can be remunerated for other duties outside of that of a director.
- The work I have been doing has been outside that of the duties of a director of Knysna Tourism Board. The board recognised this and proposed this following the correct procedures and due process.
- You ask how a volunteering director can be remunerated, or double as a paying consultant.
The old articles (New MOI) makes allowance for remuneration to a director if it is outside of the ambit of his duties as a director. In closing, I confirm that due process was followed by the board.
I did not request to be remunerated. Board members recognised that the work I was doing was outside the scope of work a volunteering director performs as a director of the organisation. I further confirm that the oversight work I do for the organisation as Chairman and in the absence of a CEO, is not billed for and I receive no remuneration for this, although I am spending many hours volunteering these services.
WHY GREG VOGT’S ARGUMENT FAILS, HOW HE FLIP-FLOPS AND QUESTIONS THAT NEED ANSWERING
- Knysna Tourism’s Articles of Association are the guiding documents of the organisation and represent the basis of the organisation partnership, as are the provisions of the King Commission on changes to Directors being paid. The members of Knysna Tourism have to be called to a General Meeting to pass a change to the Articles and approve the payment.
- Similarly, the King Commission guidelines on Corporate Governance specifically state that any change from voluntary Chairman to Executive Chairman (as Greg Vogt has been profiled in the media) and payment to such person must be approved by the members. This would be especially relevant where Mr Vogt led the proceeding against the previous CEO and now runs his affairs and those of KT from the KT offices.
- If Vogt uses the argument that he was the Executive Chairman then it must be noted that the Company Act states that, “Shareholders should approve non-executives director’s fees in advance” and that that period is 2 years (“in accordance with a special resolution approved by shareholders within the previous two years”).
- Even giving Vogt the benefit of the doubt, there’s a massive difference between a migration and a completion of the rules so how could he receive payment before the process was complete?
- Knysna Tourism Corporate Governance code of practice and conduct stated that the The Board must: Never permit a conflict of duties and interest and must disclose potential conflicts of interest at the earliest opportunity. Getting rid of CEO Shaun van Eck and then receiving R20 000 per month (for 2 days work per week) and then, eventually, taking over as CEO, are conflicts of interests.
- In point 2 of Knysna Tourisms Corporate Governance document, it states clearly that the 4 principles of Corporate Governance are fairness, accountability, responsibility and transparency. Where was the transparency to Knysna Tourism’s members regarding Vogt’s claimed role (and payments). With payment through a third party, it would seem Vogt practiced subterfuge.
- Vogt stated: “I consulted broadly and any payment from my consultations were billed by the Conservation Global organisation I represented.” It would be interesting to discover if that were true.
- How much of the R20 000p/m Knysna Tourism paid Conservation Global did Greg Vogt receive from Conservation Global? If he received that amount (or close proximate), why, then, wasn’t he paid directly (in his personal capacity)?
- Why are the invoice details so vague? The invoice states simply that it is for: “Services rendered – Executive Chairman consulting to Knysna Tourism for brand Knysna Strategy.” but the normal services of a Director would include developing the brand.
- Where are the Knysna Tourism Board meeting minutes where the decision to pay Greg Vogt was taken? This should include the Audit & Finance and Governance sub-committee minutes as well as the Executive Committee (EXCO) meetings. Who, if any, were the signatories? A quorum requires 5 directors.
- If Vogt was a signatory, note that in the founding document, the Articles of Association (between Knysna Municipality and Knysna Tourism), it states: “Subject to the provisions of sections 234 and 240 inclusive of the Act, a Director shall not vote in respect of any contract or proposed contract with the association in which he is interested, or any matter arising therefrom.”
- Where is the consultant contract with Greg Vogt and Conservation Global? What is the stipulated reason for payment? He claims it’s for developing the brand BUT directors are suppose to develop the brand as part of their role.
- In the draft i have of the new Articles of Association, Greg Vogt is the prime signatory so there is conflict of interest in that he will benefit from the change he made.
- Even then the new Memorandum of Incorporation states that: “Special resolutions need to be passed by the majority of members present at the meeting whereby the special resolution in terms of Section 65(11) of the Act is contemplated, with regards to: – Save as set out in the MOl, remuneration to directors.”
- Why is Vogt claiming the cash is for consultancy fees when, on April 8 2014 in the Knysna-Plett Herald, he said, seemingly in his capacity as the one in charge of Knysna Tourism: “I spend two or three days at the office and that is what i get paid for… the rest i do because it’s my passion.” A consultant doesn’t spend regular “days” at the offices of Knysna Tourism.
- In 1.2.2 of the MOI, it allows “payment, in good faith, of reasonable and proper remuneration or reimbursement or expenses incurred on behalf of the Company, or to any member of the Company, in return for any services actually rendered to the Company.” NB: But Vogt was earning remuneration before this and was instrumental in forming the new rules (conflict). It seemingly includes undue clauses protecting Directors from legal proceedings owing to their negligence or misconduct (but i’d need a lawyer’s input to fully understand it). Additionally, Vogt, in response to my queries, is on record for claiming the money was consultancy fees i.e. not for services as a director.
- Strangely, the invoice says “Payable within 10 days”. That is not common practice and suggests personal needs (i.e. Vogt as opposed to Company).
- How is the payment entered into Knysna Tourism’s book by their accountant?
Greg Vogt becomes CEO of Knysna Tourism on July 1 2014.