DOCUMENT (1) : Report of The Ethics Committee of The Boards of Directors

AFRICAN DEVELOPMENT BANK
ETHICS COMMITTEE OF THE BOARDS OF

DIRECTORS
REPORT OF THE PRELIMINARY EXAMINATION OF A

WHISTLE BLOWING COMPLAINT RECEIVED ON
19 JANUARY 2020
STRICTLY CONFIDENTIAL
TABLE OF CONTENTS
TABLE OF CONTENTS
INDEX
1. Letter Transmitting the Report of the Ethics Committee of the Boards of Directors Concerning
the Preliminary Examination of a Whistle Blowing Complaint Received by the Committee on
19 January 2020 Pursuant to Resolution N° B/BG/2008/11.
2. Report of the Ethics Committee of the Boards of Directors Concerning the Preliminary
Examination of a Whistle Blowing Complaint Pursuant to Resolution N° B/BG/2008/11.
3. Complaint entitled “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”.
4. Resolution N° B/BG/2008/11.
5. Email from the ECBD to Whistle Blowers dated 14 February 2020 requesting additional
documentation.
6. Email from Whistle Blowers to the ECBD dated 15 February 2020 in response to the ECBD
mail dated 14 February 2020.
7. Memorandum from the President of the Bank Group to the ECBD dated 8 April 2020 re
“Disclosure by an Unidentified Group of Concerned Staff” and including all of the annexes
attached thereto in defense of the President’s case.
TRANSMITTAL LETTER
ETHICS COMMITTEE OF THE BOARDS OF DIRECTORS
Avenue Joseph Anoma

01 BP 1387 – Abidjan 01
Côte d’Ivoire
Tel: (+225) 20 26 20 13
Fax: (+225) 20 32 10 70
Web site: www.afdb.org
Date: April 26, 2020
Mme NIALÉ KABA

Chairperson of the Board of Governors of the Bank Group
Minister of Plan and Development
Ministry of Plan and Development
BP V 165
ABIDJAN
Côte d’Ivoire
Honourable Governor,
Subject: TRANSMISSION OF THE REPORT OF THE ETHICS COMMITTEE OF THE

BOARDS OF DIRECTORS CONCERNING THE PRELIMINARY
EXAMINATION OF A WHISTLE BLOWING COMPLAINT RECEIVED BY
THE COMMITTEE ON 19 JANUARY 2020 PURSUANT TO RESOLUTION N°
B/BG/2008/11
On 19 January 2020, the Ethics Committee of the Boards of Directors (the “ECBD”) received a
complaint entitled “Disclosure of Acts Related to Alleged Breach of the Code of Ethics by an Elected
Officer”. The complaint in question was transmitted by email to the attention of the Director of the
Integrity and Anti-Corruption office (PIAC) of the Bank, as well as the Chairpersons of the Audit and
Finance Committee (AUFI) and the ECBD.
In transmitting the complaint, the Complainants who styled themselves as the “Group of Concerned
Staff Members” opted for anonymity because according to them, they wanted to be in conformity with
the African Development Bank Group’s Whistle Blowing and Complaints Handling Policy. The
complaint alleged breaches of the Code of Conduct of Elected Officers of the Bank by the President
of the African Development Bank Group.
Pursuant to Article 3 of Resolution N° B/BG/2008/11 adopted at the forty-third Annual Meeting of the
African Development Bank , the ECBD is empowered to conduct a preliminary examination of a
complaint or allegation received by it, making allegations against the President, to determine whether
it is based on apparently solid justifications, notably with a view to submitting it to the Chairperson of
the Bureau of the Board of Governors.
Thus, in conformity with the provisions of Resolution N° B/BG/2008/11, the ECBD convened and
held a series of meetings on the 27 February 2020, 12 March 2020, 26 March 2020, 2 April 2020 and
9 April 2020 to conduct a preliminary examination of the sixteen allegations contained in the
complaint. During these series of meetings, the Committee clarified its mandate in the conduct of
preliminary examinations with advice from the General Counsel of the African Development Bank,
and determined that the complaint was admissible as filed, from the point of view of its form.
In order to address the substantive admissibility of the complaint, the ECBD conducted a point by
point examination of the sixteen allegations contained in the complaint. This was done with the
assistance of oral information that was provided to the Committee at its meetings on 26 March 2020
and 2 April 2020 both by the Director of the Anticorruption and Integrity Office, as well as by the
Auditor General of the African Development Bank, respectively. As part of its preliminary
examination of the complaint, the ECBD also requested the Whistle Blowers to provide any further
information or evidence that they had to sustain the allegations made against the President, but the
Whistle Blowers declined to provide any such further information because not doing so will assist in
preserving their anonymity.
Please find attached for your consideration, the findings and conclusions of the Ethics Committee of
the Board of Directors in the enclosed report.
Please accept, Honourable Governor, the assurance of my highest consideration.
Takuji YANO
Chairperson, ECBD
Attach:
Report of the Ethics Committee of the Board of Directors Concerning the Preliminary
Examination of a Whistle Blowing Complaint Pursual to Resolution No. B/BG/2008/11.
REPORT OF THE ETHICS COMMITTEE OF THE BOARDS OF
DIRECTORS CONCERNING THE PRELIMINARY EXAMINATION OF
WHISTLE BLOWING COMPLAINT RECEIVED ON 19 JANUARY 2020
MEMORANDUM
TO : THE CHAIRPERSON
BUREAU OF THE BOARD OF GOVERNORS
FROM : THE ETHICS COMMITTEE OF THE BOARDS OF

DIRECTORS
SUBJECT : REPORT CONCERNING THE PRELIMINARY

EXAMINATION OF A WHISTLE BLOWING COMPLAINT
PURSUANT TO RESOLUTION No. B/BG/2008/11
INTRODUCTION
1. On 19 January 2020, the Ethics Committee of the Boards of Directors (the “ECBD”)
received a complaint entitled “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 Complainants
who styled themselves “Group of Concerned Staff Members” opted for anonymity in
bringing their complaint in conformity with the African Development Bank Group’s
Whistle Blowing and Complaints Handling Policy, and alleged breaches of the Code
of Conduct of Elected Officers by the President of the African Development Bank
Group.
2. Board of Governors Resolution No. B/BG/2008/11 adopted at the forty-third Annual

Meeting of the African Development Bank, on 14 May 2008 makes the Code of
Conduct for Executive Directors of the African Development Bank and the African
Development Fund applicable to the President of the Bank Group.
3. Pursuant to Article 3 of Resolution No. B/BG/2008/11, the ECBD is empowered to

conduct a preliminary examination of a complaint or allegation received by it to
determine whether it is based on apparently solid justifications, with a view to
submitting it to the Chairperson of the Bureau of the Board of Governors under the
following conditions:
• If the preliminary examination of the complaint or allegation shows that it is

frivolous or not based on any objective and solid facts the Committee is
empowered to dismiss it.
• If the preliminary examination of the complaint or allegations reveals facts

that are capable of establishing violations of the Code of Conduct, the
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Committee is empowered to submit the complaint or allegation to the
Chairperson of the Bureau of the Board of Governors for further examination.
4. Following the receipt of the complaint, the Chairperson of the ECBD brought it to the
attention of the Boards of Directors, which held a restricted session aimed at
determining which Committee of the Board of Directors had the mandate to handle
the complaint which had also been transmitted by the whistleblowers to the
Chairperson of the Audit and Finance Committee (AUFI) of the Board of Directors,
as well as to the Director of the Integrity and Anti-corruption Office (PIAC). On 4
February 2020, the Chairperson of the ECBD brought the complaint to the General
Counsel’s attention, and subsequently transmitted it to him by email on the same day.
On 5 February 2020 the members of the ECBD held an informal meeting at which it
was determined to request additional documentation (if any) from the
whistleblower(s). On 7 February 2020, the Chairperson of the ECBD provided the
President of the Bank Group with a copy of the whistleblowing complaint received
on 19 January 2020. By an email dated 14 February 2020, the Chairperson of the
ECBD requested additional information from the whistleblowers. By an email dated
15 February 2020, the whistleblowers in turn responded that they were unable to
provide additional information on the grounds that they wanted to maintain their
anonymity, and the provision of evidence would lead to their being uncovered. On 10
February 2020 and again on 10 March 2020 the ECBD received two letters from a
lawyer who indicated that he was representing the President in this matter. The
Chairperson of the ECBD acknowledged receipt of the letters but the Committee did
not act on them given that the Committee had not been informed by the President that
a lawyer was acting on his behalf.
5. In order to conduct a preliminary review of the complaint in conformity with the

provisions of Resolution B/BG/2008/11, the ECBD convened and held a series of
meetings notably on the 27 February 2020, 12 March 20202, 26 March 2020, 2 April
2020 and 9 April 2020.
6. On 8 April 2020, the President of the Bank Group transmitted his response to the
complaint to the ECBD. Given that the Committee’s review was limited to conducting
a preliminary examination, it did not deem it necessary to review the response from
the President, preferring to transmit it directly to the Bureau of the Board of Governors
alongside the other documents on the subject.
PRELIMINARY REVIEW OF THE COMPLAINT
7. The complaint which was examined by the ECBD consisted of sixteen (16)
allegations of supposed breaches of the Code of Conduct by the President. The
ECBD determined that the complaint was formally admissible since the allegations
contained in the complaint were made against an Elected Officer, and therefore fall
within the mandate of the Committee as provided for in Article 2 of Resolution
B/BG/2008/11.
8. In order to deal with the issue of the substantive admissibility of the Complaint, the
ECBD conducted a point by point examination of the individual allegations. This
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was done with the assistance of verbal information having been provided to the
Committee at its meetings on 26 March 2020 and 2 April 2020 by the Director of
the Anticorruption and Integrity Office (PIAC) and the Auditor General of the
Bank, respectively.
Allegation 1: Non-respect of internal rules and regulations in recruitment

(unethical conduct, impediment of efficiency, political activity, private gain).
The ECBD determined that this allegation is unfounded and should be

dismissed. In the view of the Committee, Staff Rule 33.00 bestows authority upon
the President on all staff, whilst Staff Regulation 6.1 gives him the powers of
appointment and promotion of staff. Rule 62.01 on staff appointments and
promotions clearly implies that, all structures of the Bank on appointment and
promotion, are advisory to the President. For the foregoing reasons, the Committee
decided to dismiss the subject allegation.
Allegation 2: Appointment of Mrs. Chinelo ANOHU-AMAZU (unethical conduct,

impediment to efficiency, preferential treatment, adversely affecting confidence in
the integrity of the Bank).
The ECBD determined that this allegation is unsubstantiated and should be

dismissed. The Committee determined that the burden of proof of the existence of
a series of facts lies with the person or persons alleging the existence of those facts.
In this regard, the whistleblowers should have provided the ECBD Committee with
credible evidence that indeed Mrs. Anohu-Amazu was fired from her former post
in circumstances that would be prejudicial for the Bank to employ her. No evidence
had been provided by the whistleblowers to support the claim that the former
Director of the African Investment Forum resigned in protest to the hiring of this
staff member. Given that no evidence had been adduced to enable the Committee
to properly assess this allegation. the Committee determined that the allegation
should be dismissed.
Allegation 3: Appointment and promotions of Mr. Martin FREGENE (unethical

conduct, impediment to efficiency, preferential treatment).
The ECBD determined that this allegation is uncorroborated and should be

dismissed. The Committee noted that evidence of a familial relationship between
the subject of the allegations currently being examined by it, and Mr. Fregene was
not provided. Accordingly, therefore, the Committee determined that the
allegation should be dismissed.
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Allegation 4: Mismanagement of the TAAT Programme (unethical conduct,

dismissed. The Committee noted that the TAAT Programme was validly approved
by the Board of Directors pursuant to its mandate. It also noted that the ECBD’s
discussions with the Director of the Integrity and Anti-Corruption Office of the
Bank Group revealed that, although there is an ongoing investigation into
procurement undertaken under the TAAT Programme that might potentially raise
concerns about the conduct of staff, no elected officer, including the President, had
been shown to be implicated in any wrongdoing in this investigation, and therefore
no elected officer was under investigation. Thus, the Committee conclude that
given that there is no evidence involving the President in the TAAT procurement
process, the allegation should be dismissed.
Allegation 5: Appointments and promotion of Mrs. Maria MULUNDI (unethical

conduct, impediment to efficiency, preferential treatment, private gain).
The ECBD determined that this allegation is unsubstantiated should be

dismissed. The Committee noted that this allegation lacked credible evidence, and
was weakened by the inclusion of hearsay in it. Accordingly, the allegation should
be dismissed.
Allegation 6: Direct contracting and appointment of Mr. Victor OLADOKUN

(unethical conduct, impediment to efficiency, privacy gain, preferential treatment).

dismissed. The Committee noted that both the Whistle Blowing and Complaints
Handling Policy, as well as the provisions of Presidential Directive No. 02/2012
Concerning the Procedures for the Acquisition of Consulting Services require staff
members to report when there is an appearance of conflict of interest in the
appointment of consultants. The whistleblowers did not take the necessary steps in
2017 to do this, and neither did they do so when Mr. Oladokun was appointed
Director. On the issue of childhood friendship, the Committee noted that the
whistleblowers do not point to any regulations or rules of the Bank Group which
are contravened, if this allegation were to be true. On the basis of the foregoing,
therefore, this allegation should be dismissed.
Allegation 7: Contracting of Mr. Kapil KAPOOR (unethical conduct, impediment

to efficiency, preferential treatment).
The ECBD determined that this allegation was unsubstantiated and should be
dismissed. With respect to this allegation, the Committee noted that the
whistleblowers did not provide evidence on what is wrong with hiring Mr. Kapoor
as a consultant immediately after he retired. Moreover, the whistleblowers did not
adduce evidence to show that the Bank Group’s regulations and rules on the subject
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were not adhered to. The whistleblowers did not provide any elaboration on what
is wrong with the USD 23,000 which the consultant allegedly was paid or what
were the benefits the consultant enjoyed which were not due to him. For the
foregoing reasons the Committee decided that this allegation should be dismissed.
Allegation 8: Appointment of Mr. Emmanuel EZINWA (unethical conduct,


dismissed. According to the Committee, an examination of this allegation with
verbal information from the Director of the Integrity and Anti-Corruption Office of
the Bank Group revealed that a preliminary investigation by the Bank’s
investigators found this allegation to be baseless and false. Given the falsity of this
allegation, the Committee determined that it should be dismissed.
Allegation 9: Preferential treatment for Nigeria and Nigerians (unethical conduct,

impediment to efficiency, preferential treatment).

dismissed. In respect of this allegation, the Committee noted that it is not
substantiated by any facts. It further noted that the current human resources
statistics of the Bank Group show that one regional and one non-regional member
country, respectively, have more staff members in the Bank than Nigeria. The
Committee found that the whistleblowers erred in attributing the current structure
of the Bank to the President, when the Board of Directors played its statutory role
in approving it, as required under Article 32 of the Agreement establishing the
African Development Bank. As a result, the Committee determined that this
allegation should be dismissed.
Allegation 10: Awards received by the President and costs borne by the Bank
(unethical conduct, private gain, impediment to efficiency).

dismissed. The Committee noted that this allegation lacks solid facts or information
to back it up. If the allegation concerns the failure of the controls of the Bank, the
Committee noted that the Auditor General had not indicated when he was invited
before the Committee that the risk-based assessment of auditable activities in the
Bank had revealed any such failures. As a result, the Committee determined that
this allegation should be dismissed.
Allegation 11: Settlement for staff separations (unethical conduct, preferential

treatment, impediment to efficiency).

dismissed. The Committee noted that this is an allegation which is based on the
misunderstanding of issues by the whistleblowers. It further noted that the Board
of Directors was not consulted before the departure of the said Vice President, but
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it was briefed thereafter because of the sudden nature of the departure of that
officer. Regarding the quantum of separation packages, including the one for Mr.
Monga, the Committee reasoned that the Board of Directors does not involve itself
with such details which are within the purview of Management. The Committee
also noted that it is normal practice in the employment world that an employee may
leave his/her employment after renewing his/her employment contract. Thus, this
allegation does not prove the violation of any policy. Accordingly, the allegation
Allegation 12: Resignation of Mr. David SSEGAWA (unethical conduct,

preferential treatment, impediment to efficiency, adversely affecting confidence of

dismissed. On the resignation of Mr. Ssegawa, the Committee noted that a staff
member cannot be stopped from resigning even if he/she is under investigation.
Once the said staff member resigns, his/her terminal benefits have to be paid
pursuant to Staff Regulation 6.13 (2) which specifically states that if a staff member
resigns, he/she may be entitled to be paid termination benefits in accordance with
the Staff Rules. Accordingly, the Committee recommended that the allegation
Allegation 13: Resignation of Mr. Michel-Cyr DJIENA-WEMBOU (unethical

conduct, preferential treatment, impediment to efficiency, adversely affecting
confidence in the integrity of the Bank).

dismissed. On the resignation of Mr. Djiena-Wembou, the Committee also noted
that a staff member cannot be stopped from resigning even if he/she is under
investigation. Once the said staff member resigns, his/her terminal benefits have to
be paid pursuant to Staff Regulation 6.13 (2) which specifically states that if a staff
member resigns, he/she may be entitled to be paid termination benefits in
accordance with the Staff Rules. Accordingly, the Committee determined that
this allegation should be dismissed.
Allegation 14: Appointment of Mr. Charles LUFUMPA as acting VP and Chief

Economist (unethical conduct, preferential treatment, impediment to efficiency,
adversely affecting confidence in the integrity of the Bank).

dismissed. The Committee noted that its discussions with the Director of the
Integrity and Anti-Corruption Office of the Bank Group were helpful in
determining that Mr. Lufumpa was not found to have been involved in any wrong
doing following the outcome of investigations on the award of certain contracts.
Accordingly, therefore, the Committee determined that this allegation should be
dismissed.
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Allegation 15: Disregard of rules concerning leave of absence of VPs or travel of
management (unethical conduct, preferential treatment, impediment to efficiency).

dismissed. The Committee again noted that the burden of proof is on the persons
who allege the existence of a specific set of facts to prove them or adduce evidence
that is sufficient to establish them on a prima facie basis. The whistleblowers did
not indicate what kinds of leave of absence the officers in this specific allegation
were granted, and how these types of leave of absence may be contrary to the
specific regulations and rules on leave of absence applicable in the Bank. In the
absence of any such evidence the Committee concluded that this allegation should
be dismissed.
Allegation 16: Political lobbying of Heads of State (unethical conduct, political

activity, private gain)

dismissed. The Committee found that this allegation unfairly impugns the
reputation of the African Heads of States mentioned. The whistleblowers did not
adduce any evidence in support of this allegation. For the foregoing reasons the
Committee determined that the allegation should be dismissed.
CONCLUSION
9. After conducting a point by point examination of all of the allegations contained in

the whistle blowing complaint, the ECBD determined that the complaint is not
based on any objective and solid facts. As a result, the ECBD dismissed all of the
sixteen (16) allegations contained in the complaint and hereby informs the
Chairperson of the Bureau of the Board of Governors of this fact, pursuant to
Resolution No. B/BG/2008/11.
10. The Committee also draws the attention of the Chairperson of the Bureau of the
Board of Governors to the fact that, although they had determined based on oral
information provided to them by the Director of the Integrity and Anti-corruption
Office that there was no wrongdoing by an elected officer in the TAAT allegation,
they are also of the view that the potential misconduct in procurement by staff
members should be closely monitored and reported to the Board of Directors once
the investigation into that matter is concluded.
11. The Committee also attaches hereto the complaint containing allegations received
from the Whistle Blowers on 19 January 2020, as well as the emails exchanged
with them on 14 and 15 February 2020, the complete memorandum and documents
received from the President on 8 April 2020 as it was concluding its preliminary
examination of the allegations. The Committee notes that, because no provision of
Resolution No. B/BG.2008/11 permits the Committee to require the President to
adduce any evidence before the Committee during its preliminary examination, it
is duty bound to transmit the documents received from the President to the
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Chairperson of the Bureau of the Board of Governors for purposes of full
information.
12. The Committee also recalls to the attention of the Bureau of the Board of Governors
that Article 4 of Resolution No. B/BG/2008/11 requires the Chairperson of the
Bureau of the Board of Governors to have the sole competence acting in
consultation with other members of the said Bureau to finally determine whether or
not there exists a reasonable basis for pursuing a complaint or an allegation in
relation to the violation by the President of any provision of the Code of Conduct
for Elected Officers, notwithstanding any findings that may have been made by the
ECBD pursuant to its mandate under Article 3 of Resolution No. B/BG/2008/11.
Article 4 notably requires that in taking his/her decision, the Chairperson of the
Bureau of the Board of Governors may require the ECBD and the person that made
the complaint or allegation or any Department of the Bank to provide additional
information or clarification, where necessary, including requiring the ECBD to
conduct more in-depth investigations in appropriate cases.
Attach:
1. Complaint titled “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”.
2. Email from the ECBD to whistleblowers dated 14 February 2020 requesting additional
documentation.
3. Email from whistleblowers to the ECBD dated 15 February 2020 in response to the ECBD
mail dated 14 February 2020.
4. Memorandum from the President of the Bank Group to the ECBD dated 8 April 2020 re
“Disclosure by an Unidentified Group of Concerned Staff” and including all of the
annexes attached thereto in defence of the President case.
Takuji YANO
Chairperson of the Ethics Committee of the Board of Directors
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WHISTLE BLOWING COMPLAINT ENTITLED DISCLOSURE OF ACTS
RELATED TO ALLEGED BREACH OF THE CODE OF ETHICS
BY AN ELECTED OFFICER
From: AfDB Whistleblower <afdb_whistleblower@protonmail.com>
Sent: Sunday, January 19, 2020 11:22 PM
To: BACARESE, ALAN; TAKUJI, YANO; DOWD, STEVEN
Subject: Disclosure of Acts Related to Alleged Breach of the Code of Ethics by an
Elected Officer
Attachments: AFDB Whistleblower.pdf
Follow Up Flag: Flag for follow up

Flag Status: Flagged
EXTERNAL EMAIL: Please be cautious before you click on a link, open attachments or
reply, especially if the sender is unknown.
COURRIEL EXTERNE: Soyez prudent(e) avant de cliquer sur un lien, d'ouvrir une pièce
jointe ou de répondre, surtout si l'expéditeur est inconnu.
ED Dowd, ED Yano, Mr Bacarese,
Please find attached a document transmitted in accordance to the Whistle-blowing and

Complaints Handling Policy of the African Development Bank and to Resolution of the Board of
Governors B/BG/2008/11 regarding the Application of the Code of Conduct for Executive
Directors of the African Development Bank to the President of the Bank Group.
We are a group of staff members concerned by the current perceived state of impunity and
bad governance at the Bank. Through this communication, we wish to bring to your attention
what we believe to be serious and repeated breaches of the Code of Conduct by the
President. We hope that in compliance with the adequate procedures, all the necessary clarity
will be made. We also hope that in accordance to the Whistle-blowing Policy our anonymity
will be safeguarded and that no attempt will be made to uncover us.
We have decided to follow Bank procedures to address these issues and have made the
deliberate but difficult choice of not distributing this document more widely, in full confidence
that internal oversight mechanisms and procedures will be effective. We will be grateful to you
for exerting the same level of discretion.
We can be reached at this address, but considering the precautions we take to protect our
anonymity, it may take several days to get an answer from us.
Sincerely,
A Group of Concerned Staff Members of the AFDB

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
------------------------------------
I/. INTRODUCTION

This contribution is made in accordance to the Whistle-blowing and Complaints Handling Policy
1
of the African Development Bank which requires “Bank personnel to disclose acts related to fraud,
corruption, or any other misconduct that come to their attention”, provided that there is a
“reasonable belief that what is being reported is true.” Allegations and concerns expressed
2
anonymously shall be considered at the discretion of the Auditor General . “The Bank will protect
the Whistleblower’s or Complainant’s identity and person” and they will be protected against
retaliation.
It is also made in compliance with Resolution of the Board of Governors B/BG/2008/11 regarding

the Application of the Code of Conduct for Executive Directors of the African Development Bank
to the President of the Bank Group. This resolution extends the coverage of the Code of Conduct
to the President and states that “complaints or allegations relating to the violation by the President
of the provisions of the Code of Conduct shall be submitted to the Ethics Committee either in
person, through the chairperson of the Audit and Finance Committee or through the Auditor
3
General of the Bank.” It also sets out the full procedure for the review of the complaint (see the full
resolution in annex 1 of this document).
This note is contributed by a group of concerned staff members who fear that pervasive governance
issues could have a very negative impact on the long term sustainability of the Bank. We believe
that as staff members we have a duty in fostering good governance and we feel compelled to act
through this note.
1
Bank personnel includes “Elected officers of the Bank and their Advisers and assistants, regular Bank
employees, short term Bank staff, Bank-employed consultant and any individual hired or employed, either permanent or
temporarily by the Bank”
2
Since the adoption of the Policy, the investigations of Fraud and Staff Misconduct have been transferred from
the Auditor General to the Director of the Integrity and Anti-corruption Department. This change is reflected in the
way we use this policy.
3
See footnote 2 above.
We bring this document to the attention of the Director of PIAC, as the official channel of the
Whistle blowing policy and Resolution B/BG/2008/11, and to the attention of the Chairs of the
AUFI and Ethics committees as official channels for Resolution B/BG/2008/11.
Our objective is to trigger investigations, that will confirm or infirm these alleged cases of
breach by the President of the Code of Conduct and so encourage ethical action and
discourage or prevent fraud, corruption or misconduct, increase accountability. We hope
thereby to restore staff morale and confidence in the effectiveness of governance and
oversight mechanisms of the Bank.
Most of the cases disclosed in this document will probably not come as a surprise, since they are
well known within among staff members. It is not clear if they were subject to specific attention by
PIAC or the Ethics committee. The secrecy surrounding the existence of investigations and their
consequences are of nature to fuel more rumors, undermine staff’s confidence in accountability
mechanisms and reinforce the sentiment of general impunity in the Bank. The following cases
compile information and clues gathered over the course of the last few years from various sources
and are, to the best of our knowledge, creditworthy.
We sincerely hope that we are wrong and that investigations will clear those cases. The last

thing the AfDB needs is an institutional crisis.
At this stage, we would like absolute discretion on our action to be respected, given the sensitive
context and the risk that we would be personally exposed to; and we formally request that our
identity be protected and that no effort be made to try to uncover us. In this regard, we would be
grateful if the Ethics Committee could exert adequate prudence when involving the General
Counsel.
After a very long hesitation, we have made the deliberate choice of not distributing this document
more widely. In doing so, we wish to give a last chance to the Bank’s internal oversight
mechanisms and procedures.
We can be reached at afdb_whistleblower@protonmail.ch. Considering the precautions we use to
protect our identities, it may though take several days to get an answer.
------------------------------------

2
II/. CASES OF ALLEGED BREACHES OF THE CODE OF CONDUCT BY THE
PRESIDENT
The code of Conduct for Executive Directors, which applies to (temporary) alternate EDs, their
Advisors and senior Advisors, but also to the President in accordance to resolution
B/BG/2008/11, sets out the following expectations (among others) :
“Observe the highest standards of ethical conduct
ctive politics in their home countries or elsewhere

“refrain from participating in a
“Avoid any situation that poses a conflict, or the appearance of a conflict, between personal i nterests and the

performance of official duties.
(a) using their position for private gain
(b) giving unwarranted preferential treatment to any organisation or person
(c) impeding the efficiency of the Bank
(d) losing complete independence or impartiality of action
(e) affecting adversely the confidence of member countries or the public in the integrity of the Bank
The following cases illustrate what we believe to be serious and repeated breaches of the Code of
Conduct by the President. These give staff members the impression of a President who is above
the law in an institution where rules and regulations apply in function of the President’s interests,
as attested by the recent staff survey. A President should be leading by example. We observe that
the checks and balances provided by the Board of Directors no longer seem to be adequate.
The following cases are listed in no particular order, and state how we think the Code of Conduct
might have been breached. In some of these cases, the conflicts of interest may be hard to prove,
but we wish to recall that the Code of Conduct calls for the avoidance not only of actual conflicts of
interest, but also of the appearance of such a conflict.
1. Non-respect of internal rules and regulations in recruitment (unethical conduct,
impediment to efficiency, political activity, private gain).
Since 2015, the President has taken his responsibility of Chief of the Staff to heart, playing a very
active role in the recruitment of all managerial positions, acting as the de facto HR manager.
According to our information, for all PL2 positions (Manager) and above, the President validates
the short list of candidates to be interviewed and the list of candidates selected after the interviews.
He is known to have excluded top-rated candidates from shortlists and to have canceled shortlists
drawn up by independent recruitment panels. As recently put by the General Counsel in a legal
opinion, presumably to justify these practices, “… the President is better placed than any ad hoc
interview panel to know which prospective candidates for employment by the Bank would be best suited in
assisting him/her in delivering that vision (which he has been elected to deliver) … He/She can recruit the
person concerned without passing through an interview panel or any other formal process.” This personal
involvement in the recruitment process may explain the long delays in recruiting for these
3
positions and the turnover of HR directors at the Bank. This is a source of waste of resources and
loss of efficiency. One cannot but wonder if the many vacant managerial positions (division
manager, country manager, director or vice-president) and the lack of succession planning are not a
strategy to reward countries for the support to the President’s reelection.
2. Appointment of Mrs. Chinelo ANOHU-AMAZU (unethical conduct, impediment to
efficiency, preferential treatment, adversely affecting confidence in the integrity of the
Bank). A Nigerian citizen, Mrs ANOHU-AMAZU was appointed on the 1st of September 2019 to
the position of Senior Director in charge of the African Investment Forum (AIF). She was awarded
the grade of Senior Director which places her at the same salary level as vice-presidents without
having the same responsibility level. She was previously DG and CEO of the National Pension
Commission (PenCom) in Nigeria from 2014 to 2017. According to a May 10, 2019
SaharaReporters.com article, Mrs. ANOHU-AMAZU was dismissed in 2017 by President
BUHARI following allegations of abuse, allegations, for which the Nigerian House of
Representatives launched an official investigation in 2019. President ADESINA could not have
ignored this situation when he hired her. The position of AIF Director became vacant when the
incumbent, Mrs Stella KILONZO resigned on the 30th of June 2019, among other reasons, because
she refused to hire Mrs ANOHU-AMAZU as a consultant at the request of the President for a fee
considerably higher than the applicable standards. Interestingly enough, this position stayed
vacant for less than two months when, for example, the position of Director for Integrity and
Anti-corruption, also under the direct recruiting authority of the President, remained vacant for 18
months between 2017 and 2018.
3. Appointment and promotions of Mr. Martin FREGENE (unethical conduct, impediment
to efficiency, preferential treatment). A Nigerian-born, Mr FREGENE is alleged to be the
President’s brother-in-law (through their wives). He joined the Bank in September 2015 as Adviser
in the Office of the President, after having already served in his office when he was Minister of
Agriculture of Nigeria. In 2017, it is reported that, at the President’s request, he was appointed
lead expert to Mrs. BLANKE, VP Agriculture, and then promoted Adviser, both regular positions,
both times without competition. Mr. FREGENE was later promoted again in 2018 to the position
of Director of the Agriculture and Agro-industry Department with effect from the 1st of January
2018 when Mr. OJUKWU, the incumbent, was still in place (he retired on the 31st of January).
While no succession planning is in place for functions as important as VPs and DGs, it is worth
noting that in this case, not only was the succession planned, but it included an overlap of one
month. Consequently, the Bank ended up with two Directors of Agriculture and paid two salaries
for the same position during the month of January 2018. This appointment did not respect the
Recruitment Manual which requires a 24-months minimum time in grade before an internal
candidate can apply to another position. It is unclear if, if confirmed, the familial affiliation was
disclosed during the recruitment process or if it played a role in the promotions.
4. Mismanagement of the TAAT programme (unethical conduct, impediment to efficiency,
AAT,
preferential treatment, adversely affecting confidence in the integrity of the Bank). T
Technologies for African Agriculture Transformation, is a USD 120m programme designed to
speed up the adoption of agricultural technologies through CGIAR agricultural research institutes.
4
The first phase of the programme, a USD 40m ADF-14 grant to IITA in Nigeria was reluctantly
approved by the Board of Directors in 2017, only after the President personally used all of his
political weight to defend the transaction and lift the Board’s doubts. One has to remember that
the President worked for IITA and AfricaRice, and both institutions were to benefit from the grant.
The mastermind behind the project, Mr. FREGENE, is also an IITA alumni and the task manager,
Mr MUDE, is an alumni of ILRI, another institution financed by the programme. In 2018, IITA,
the implementing agency, proceeded to purchase through direct procurement USD 5.46m worth of
pesticides from a multinational company, while the grant contract specifically prohibited such
procurement method. Fortunately, the fiduciary controls of the Bank stopped the process but Mr.
FREGENE went ahead and personally negotiated the price directly with the supplier and asked for
the shipment of the pesticides. When confronted by senior management, he tried to launch a
competitive bidding process to cover up the direct purchase. The fiduciary controls of the Bank
worked once again and the payment of the supplier’s invoice was blocked for non-compliance with
Bank rules. When informed, the President himself requested the payment to be released to the
supplier. It is unclear if the on-going investigation was launched at the request of the President or
not. One cannot but wonder why Mr. FREGENE felt confident enough (1) to proceed with the
negotiation and contracting of such a large contract against all applicable rules without even being
the implementing agency, (2) to lie to Opscom, one the highest ranked committees of the Bank,
about the status of the contract or (3) to entrust the management of the programme to another
CGIAR alumni, against all good practices?
5. Appointments and promotions of Mrs. Maria MULUNDI (unethical conduct, impediment

to efficiency, preferential treatment, private gain). A Kenyan national, Mrs. MULINDI, has
long lasting professional ties with the President, as she was already working for him when he was
4
the Minister of Agriculture of Nigeria. She first joined the Bank as a consultant, Adviser to the
President, in his advanced team from June to end of August 2015 before he assumed duty. She was
then promoted Senior adviser to the President in 2016 and again appointed – without competition –
Director of Cabinet, Office of the President in April 2017, a regular Bank position according to the
Staff Rules. According to our information, upon instruction of the President, for this appointment,
her annual salary was increased from about UA 150,000 to UA 199,000 corresponding to an
unusual increase of more than 32.7%, in clear breach of Rule 43.01 of the Staff Rules. This increase
was justified by claiming that this appointment was a new recruitment rather than a promotion.
Over the summer of 2018, she fell into disgrace and was appointed by the President as Director in
charge of Special Duties, Engagement with Civil Society and Community Based Organizations and
sent back to the Eastern Region (her home country) and then to the Southern region. There, Mrs.
MULINDI continues to receive a salary of UA 199,000 and enjoys all related benefits. It is worth
mentioning that there is already a Director for Gender, Women and Civil Society and it is unclear
if Mrs. MULINDI reports to her or not. Her function does not exist in the current organizational
chart and almost no trace of actual work can be found. According to our information, the “special
duty” she was tasked by the President is to take care of his wife, Grace ADESINA, currently under
treatment in South Africa.
4
See here
5
6. Direct contracting and appointment of Mr. Victor OLADOKUN (unethical conduct,
impediment to efficiency, private gain, preferential treatment). A childhood friend of the
President, as attested by a publicly available photograph, Mr. OLADOKUN’s company 3D Global
Consult was awarded by the President, in early 2017 a consultancy contract for an amount of USD
326,000 through direct contracting, thereby making full use of the possibility to waive procedures
for the procurement of consulting services granted to the President by PD 02/2012. This contract
has been flagged by internal audit, as being potentially subject to a conflict of interest. It is unclear
if this red flag has led to any investigation nor if it was verified if this contract was awarded in
thanks for Mr. OLADOKUN’s alleged services performed during the President’s election
campaign. Mr. OLADOKUN was then appointed in September 2017 as Director of
Communications and reports directly to the President. It is unclear if Mr. OLADOKUN’s close
association with the President was disclosed during the contracting or the recruitment process.
7. Contracting of Mr. Kapil KAPOOR (unethical conduct, impediment to efficiency,
preferential treatment). The former Director General for the Southern Region, Mr. KAPOOR
retired on 31st of August 2019. He was then immediately recruited by the President as a consultant
and was kept in office in Pretoria with a very comfortable monthly fee of USD 23,000. Mr.
KAPOOR, who is no longer a staff member, continues to enjoy the advantages of the position of
Director General. And he does so in utter disregard for the presence of a Deputy Director General
in Pretoria.
8. Appointment of Mr. Emmanuel EZINWA (unethical conduct, impediment to efficiency,
preferential treatment, adversely affecting confidence in the integrity of the Bank). A
national of Nigeria, Mr. EZINWA was found guilty of sexually harassing a colleague during his
probation period. On the basis of this staff 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 in 2019 of the
HR Director, Mrs. Frauke HARNISCHFEGER, merely 6 months after she took office. The sexual
harassment was left unpunished.
9. Preferential treatment for Nigeria and Nigerians (unethical conduct, impediment to
efficiency, preferential treatment). Under President ADESINA, Nigeria was promoted to an
almost full-fledged region. No longer part of the West-African General Directorate, under the new
organizational chart introduced by the President, the Nigeria Country Directorate now stands by
itself and the Country Director reports directly to the VP. Admittedly, Nigeria is AfDB's largest
shareholder with over 9%, but it’s not clear if this justifies a preferential treatment. Nigerians have
also been particularly well treated in the massive recruitment drive that was launched due to the
restructuring of President ADESINA between 2016 and 2018. When roughly 9% of new recruits
were Nigerians (or dual nationals of Nigerian origin) – in line with Nigerian shareholding –, they
made up roughly 25% of the newly recruited managerial functions. It is not clear if this preferential
treatment was justified by a previous under-representation.
10. Awards received by the President and costs borne by the Bank (unethical conduct,
private gain, impediment to efficiency). In 2017 and 2019, Mr. ADESINA received two major
6
awards: the World Food Prize (USD 250,000) and the Sunhak Peace Prize (USD 500,000). Other
less significant prizes were also awarded. It is not clear if he received these awards as the President
of the AfDB or as a private citizen. Dozens of people, Bank staff, executive Directors, former Head
of State, entertainers or family members attended the award ceremonies at the Bank’s costs (one in
Des Moines, Iowa, the other in Seoul, Korea). If these awards were private, why did the Bank
support associated costs? If they were awarded to the President of the Group of the Bank were the
awards returned to the Bank?
11. Settlements for staff separations (unethical conduct, preferential treatment, impediment

to efficiency). The reorganization of the Bank by President ADESINA proved very costly in terms
of agreed voluntary separation packages. However, on top of these packages, many separations
were the subject of confidential amicable settlements for which it is unclear if they were needed or
the result of preferential treatment. In 2019, the use of a contingency budget of UA 2.8m was
requested and in 2020, an additional UA 2m was budgeted for such cases. An illustrative example
is that of Mr. Celestin MONGA, former Chief Economist, who, in exchange for a severance
package of 15 months of salary (more than USD 400,000), tendered his resignation in September
2019 merely 3 weeks after his 3-year contract had been automatically renewed. Why wasn’t the
contract not renewed at the expiry date which would have resulted in a lower compensation of just
36 days of salary? Did Mr. MONGA and others benefit from presidential preferential treatment or
were those compensations objectively justified? Was this a method to circumvent the requirements
of article 37.2 of the Agreement and so bypass the consultation of the Board of Directors?
12. Resignation of Mr. David SSEGAWA (unethical conduct, preferential treatment,
impediment to efficiency, adversely affecting confidence in the integrity of the Bank). T his
case is widely known in the Bank after it was disclosed by the Ivorian ED and has been the subject
of an internal audit and an investigation. A Ugandan national residing in Kenya, Mr. S SEGAWA
was appointed by the President to the position of Director of Human Resources in 2016. In clear
violation of the Bank's rules and procedures, he signed through direct procurement two service
contracts amounting to USD 2.1 million to the benefit of a Kenyan recruitment firm (CAREER
CONNECTIONS Ltd) to process some aspects of staff recruitment. The maximum signing
authority of a Director at the Bank, for direct procurement, is UA 100,000. On top of the abuse of
the delegation of authority matrix, it was at the time alleged that Mr. SSEGAWA had a stake in
that company. When those fraudulent procurement practices were revealed and an audit was
requested, the President separated from Mr. SSEGAWA by letting him resign while under
investigation and allegedly paying him a substantial severance package instead of sanctioning him.
Since then, Mr. SSEGAWA is enjoying the responsibilities of Global People Director at OXFAM.
13. Resignation of Mr. Michel-Cyr DJIENA-WEMBOU (unethical conduct, preferential

treatment, impediment to efficiency, adversely affecting confidence in the integrity of the
Bank). T his former country representative in Chad was found guilty of serious misconduct after an
audit and an investigation. But instead of being sanctioned by the Bank, he was allowed to resign
and received a golden parachute as part of an amicable settlement. Not having to face the
consequences of his acts, he is now, ironically enough, expert in good governance for ECCAS.
7
14. Appointment of Mr. Charles LUFUMPA as acting VP and Chief Economist (unethical
conduct, preferential treatment, impediment to efficiency, adversely affecting confidence in
the integrity of the Bank). Yet another perplexing case of impunity. As Director of Statistics, Mr.
LUFUMPA, a Zambian national, awarded two contracts (to KNOEMA and PROGNOZ) for a total
amount of more than USD 18m. Internal audits and fraud investigations have concluded that the
contracts were fraudulently awarded, and the responsibility of Mr. LUFUMPA has been
established in 2016. To this day, no action has been taken by the Bank towards Mr. LUFUMPA.
Better still, in October 2019, Mr. LUFUMPA was appointed Acting VP and Chief Economist by
the President.
15. Disregard of rules concerning leave of absence of VPs or travel of management
(unethical conduct, preferential treatment, impediment to efficiency). Mr. Khaled SHERIF,
VP for Regional Development, Integration and Business Delivery, has earned a strong reputation
of being an absentee VP. In 36 months, the total amount of his unjustified absences is estimated at
more than 14 months while he should be entitled to a maximum of 26 leave days per year.
Nonetheless, he spends nearly 4 months a year at the Bank's expense in Washington DC, where he
was based before he was recruited by the AfDB. For example, he left Abidjan on the 4th of October
2019 only to return on the 22nd of October (an 18-day absence), to take part in the World Bank's
Annual Meeting, which just lasted 6 days from the 14th to the 20th of October. In addition, Mr.
SHERIF was also absent for 2 and a half months, from July to the end of September, without any
valid reason, not to mention a one-month stay last June in the USA. From November 2019 to early
2020, he has been absent from the Bank. Other members of the management also enjoy this
possibility of abusing the Travel policy without sanction. Among them, Mr. FREGENE who
spends 10 days every two months at the Bank’s expense in the United States, where is family is
located. We cannot imagine that these absences have not been authorized by the President and they
question the economic use of resources and the operational capacity of the Bank when the Staff
Rules make no provision for tele-working.
16. Political lobbying of Heads of State (unethical conduct, political activity, private gain).
The President is the unchallenged travel champion of the Bank. He uses the opportunities of these
travels to meet with regional Heads of State and make financial promises (effectively bypassing
governors, EDs and operational staff) to secure support for his reelection to a second term and to
stifle competition. Ironically, in 2015, it was reported that Mr ADESINA had lobbied the World
Bank through the Nigerian Governor to prevent Mr. Makthar DIOP, then WB Vice-President for
Africa, from using his official travels and position to campaign for his own election for president of
the AfDB. Mr. DIOP consequently did not run. Recently, at its 56th Ordinary session of the
Authority of Heads of State and Government, ECOWAS announced the endorsement of the
candidacy of Mr. ADESINA for a second term just after Mr. ADESINA had delivered an address to
the session. Being a politically elected function, any effort to secure an election or a re-election is
considered a political activity. Staff willing to run for the office would have to resign before being
allowed to do so.
------------------------------------
8
Annex 1: Resolution B/BG/2008/11
BOARD OF GOVERNORS
Resolution N° B/BG/2008/11
Adopted at the First Sitting of the Forty-Third Annual Meeting
of the African Development Bank, on 14 May 2008
Application of the Code of Conduct for Executive Directors of the African Development
Bank and the African Development Fund to the President of the Bank Group
THE BOARD OF GOVERNORS,

HAVING REGARD TO: ( i) the Agreement Establishing the African Development Bank (the
"Bank"), in particular Articles 1 (Purpose), 2 (Functions), 29 (Board of Governors: Powers), 31
(Board of Governors: Procedure), 32 (Board of Directors: Powers) and 36 (Appointment of the
President); (ii) the Agreement Establishing the African Development Fund (the "Fund"), in
particular Articles 26 (Board of Directors: Functions) and 27 (Board of Directors: Composition);
and (iii) the General Regulations of the Bank, in particular Article 4 (Powers, Functions and
Responsibilities of the Board of Directors and the President);
RECALLING Resolution N° B/BD/2001/14–F/BD/2001/10 of 25 April 2001 by which the
Board of Directors of the Bank and the Board of Directors of the Fund adopted the Code of
Conduct for Executive Directors of the African Development Bank and the African Development
Fund;
CONSIDERING the crucial role that the President of the Bank Group (the "President") plays in
his/her regular functions and the importance of the responsibilities attendant on his/her office;
FURTHER NOTING the importance of preventing, detecting and discouraging in an efficient
manner certain tendencies capable of damaging the highest standards of loyalty, competence and
integrity of the President;
HEREBY ADOPTS THIS RESOLUTION AND DECIDES AS FOLLOWS:
Article 1: Objective of this Resolution
The provisions of the Code of Conduct for Executive Directors of the African Development Bank
and the African Development Fund (the “Code of Conduct”) shall apply to the President.
As an exception to the provisions of the preceding paragraph, the provisions of this Resolution
shall not apply ab initio to the mandate of the President currently underway. However, following
the notification made by the incumbent to the Boards of Directors voluntarily proposing to be
bound by the provisions of the Code of Conduct during his present mandate, the said Code of
Conduct and this Resolution shall apply to the President from the date of entry into force of this
Resolution.
Article 2: Procedures for Lodging a Complaint before the Ethics Committee
Any complaint or allegation relating to the violation by the President of the provisions of the Code
of Conduct shall be submitted in writing to the Ethics Committee provided for in Article 18 of the
said Code of Conduct either in person, through the Chairperson of the Audit and Finance
Committee (AUFI) of the Boards of Directors, or through the Auditor General of the Bank.
9
Article 3: Preliminary Review and Transmittal of a Complaint by the Ethics Committee
The Ethics Committee shall conduct a preliminary examination of the complaint or allegation to
determine whether it is based on apparently solid justifications with a view to submitting it to the
Chairperson of the Bureau of the Board of Governors under the following conditions:
● If the preliminary examination of the complaint or allegation shows that it is frivolous or not
based on any objective and solid facts it shall be dismissed.
● If the preliminary examination of the complaint or allegation reveals facts that are capable of
establishing violations of the Code of Conduct, the complaint or allegation shall be submitted
to the Chairperson of the Bureau of the Board of Governors for further examination;
Article 4: Role of the Bureau of the Board of Governors
Notwithstanding the provisions of Article 3 of this Resolution, 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 a
complaint or an allegation in relation to the violation by the President of any provision of the Code
of Conduct.
In taking his/her decision, the Chairperson of the Bureau of the Board of Governors may require
the Ethics Committee and the person that made the complaint or allegation or any Department of
the Bank, to provide additional information and clarifications, where necessary.
The Chairperson of the Bureau of the Board of Governors may, in appropriate cases, require the
Ethics Committee to conduct more in-depth investigations.
Article 5: Report following the Investigation of the Ethics Committee
At the conclusion of the investigation provided for in the last paragraph of Article 4 of this
Resolution, the Ethics Committee shall submit a report of its findings to the Chairperson of the
Bureau of the Board of Governors to deal further with the complaint or allegation in conformity
with the provisions of the Agreement Establishing the Bank.
The report shall be accompanied by supporting documents.
Article 6: Informing the Board of Governors
The Chairperson of the Bureau of the Board of Governors shall inform the Board of Governors of
the opening of any investigation relating to any complaint or allegation of the violation by the
President of the provisions of the Code of Conduct.
Article 7: Due Process
No investigation concerning an alleged violation by the President of the provisions of the Code of
Conduct shall be conducted pursuant to the terms of this Resolution without the President having
been given the chance to be heard or invited to present written evidence in defence of him/herself
before the Bureau of the Board of Governors.
In application of the provisions of the preceding paragraph, the President may request any person
of his/her choice to assist him/her in the presentation of his/her defence.
Article 8: Entry into Force
This Resolution shall enter into force on the date of its adoption and shall become public record as
necessary.
10
RESOLUTION N° B/BG/2008/11
BOARD OF GOVERNORS
Resolution N° B/BG/2008/11
Adopted at the First Sitting of the Forty-Third Annual Meeting

of the African Development Bank, on 14 May 2008
Application of the Code of Conduct for Executive Directors of the African Development Bank
and the African Development Fund to the President of the Bank Group
THE BOARD OF GOVERNORS,
HAVING REGARD TO: (i) the Agreement Establishing the African Development Bank (the "Bank"),
in particular Articles 1 (Purpose), 2 (Functions), 29 (Board of Governors: Powers), 31 (Board of
Governors: Procedure), 32 (Board of Directors: Powers) and 36 (Appointment of the President); (ii) the
Agreement Establishing the African Development Fund (the "Fund"), in particular Articles 26 (Board
of Directors: Functions) and 27 (Board of Directors: Composition); and (iii) the General Regulations of
the Bank, in particular Article 4 (Powers, Functions and Responsibilities of the Board of Directors and
the President);
RECALLING Resolution N° B/BD/2001/14–F/BD/2001/10 of 25 April 2001 by which the Board of

Directors of the Bank and the Board of Directors of the Fund adopted the Code of Conduct for Executive
Directors of the African Development Bank and the African Development Fund;
CONSIDERING the crucial role that the President of the Bank Group (the "President") plays in his/her
regular functions and the importance of the responsibilities attendant on his/her office;
FURTHER NOTING the importance of preventing, detecting and discouraging in an efficient manner
certain tendencies capable of damaging the highest standards of loyalty, competence and integrity of the
President;
HEREBY ADOPTS THIS RESOLUTION AND DECIDES AS FOLLOWS:
Article 1: Objective of this Resolution
The provisions of the Code of Conduct for Executive Directors of the African Development Bank and
the African Development Fund (the “Code of Conduct”) shall apply to the President.
As an exception to the provisions of the preceding paragraph, the provisions of this Resolution shall not
apply ab initio to the mandate of the President currently underway. However, following the notification
made by the incumbent to the Boards of Directors voluntarily proposing to be bound by the provisions
of the Code of Conduct during his present mandate, the said Code of Conduct and this Resolution shall
apply to the President from the date of entry into force of this Resolution.
Article 2: Procedures for Lodging a Complaint before the Ethics Committee
Any complaint or allegation relating to the violation by the President of the provisions of the Code of
Conduct shall be submitted in writing to the Ethics Committee provided for in Article 18 of the said
Code of Conduct either in person, through the Chairperson of the Audit and Finance Committee (AUFI)
of the Boards of Directors, or through the Auditor General of the Bank.
Article 3: Preliminary Review and Transmittal of a Complaint by the Ethics Committee
The Ethics Committee shall conduct a preliminary examination of the complaint or allegation to
determine whether it is based on apparently solid justifications with a view to submitting it to the
Chairperson of the Bureau of the Board of Governors under the following conditions:
If the preliminary examination of the complaint or allegation shows that it is frivolous or not
based on any objective and solid facts it shall be dismissed.
If the preliminary examination of the complaint or allegation reveals facts that are capable of
establishing violations of the Code of Conduct, the complaint or allegation shall be submitted
to the Chairperson of the Bureau of the Board of Governors for further examination;
Article 4: Role of the Bureau of the Board of Governors
Notwithstanding the provisions of Article 3 of this Resolution, 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 a complaint or an
allegation in relation to the violation by the President of any provision of the Code of Conduct.
In taking his/her decision, the Chairperson of the Bureau of the Board of Governors may require the
Ethics Committee and the person that made the complaint or allegation or any Department of the Bank,
to provide additional information and clarifications, where necessary.
The Chairperson of the Bureau of the Board of Governors may, in appropriate cases, require the Ethics
Committee to conduct more in-depth investigations.
Article 5: Report following the Investigation of the Ethics Committee
At the conclusion of the investigation provided for in the last paragraph of Article 4 of this Resolution,
the Ethics Committee shall submit a report of its findings to the Chairperson of the Bureau of the Board
of Governors to deal further with the complaint or allegation in conformity with the provisions of the
Agreement Establishing the Bank.
The report shall be accompanied by supporting documents.
Article 6: Informing the Board of Governors
The Chairperson of the Bureau of the Board of Governors shall inform the Board of Governors of the
opening of any investigation relating to any complaint or allegation of the violation by the President of
the provisions of the Code of Conduct.
Article 7: Due Process
No investigation concerning an alleged violation by the President of the provisions of the Code of
Conduct shall be conducted pursuant to the terms of this Resolution without the President having been
given the chance to be heard or invited to present written evidence in defence of him/herself before the
Bureau of the Board of Governors.
In application of the provisions of the preceding paragraph, the President may request any person of
his/her choice to assist him/her in the presentation of his/her defence.
Article 8: Entry into Force
This Resolution shall enter into force on the date of its adoption and shall become public record as
necessary.
EMAIL FROM ECBD TO WHISTLE BLOWERS DATED
14 FEBRUARY 2020 REQUESTING ADDITIONAL DOCUMENTATION
‐‐‐‐‐‐‐ Original Message ‐‐‐‐‐‐‐
On Friday, February 14, 2020 1:38 PM, TAKUJI, YANO <Y.TAKUJI@AFDB.ORG> wrote:
Dear Group of Very Concerned and Anxious Staff Members of the AFDB,
Thank you very much for the links you have provided in support of the allegations that you have
submitted to the Ethics Committee of the Board of Directors concerning what you believe to be
governance breaches and misconduct by the President of the Bank.
As Chairperson of the Ethics Committee of the Board of Directors, I can assure you that the
Committee takes your allegations seriously and is proceeding with the duty assigned to it
pursuant to Resolution B/BG/2008/11 at this stage of the process to “conduct a preliminary
examination of the complaint or allegation to determine whether it is based on apparently solid
justifications with a view to submitting it to the Chairperson of the Bureau of the Board of
Governors” under the precise conditions defined in Article 3 of Resolution B/BG/2008/11.
In response to your request for the Committee to provide you with clear and credible indication
of the progress being made by the Committee, I regret to inform you that pursuant to Paragraph
5.4 of the Bank Group’s Whistle Blowing and Complaints Handling Policy, providing you with
such a progress report will be in violation of the Bank Group’s rules governing the handling of
whistle blowing complaints.
In effect Paragraph 5.4 of the Whistle Blowing Policy provides as follows: “It should be noted
that whistleblowers and complainants are reporting parties. They are neither investigators nor
finders of fact; they do not determine if corrective measures are necessary; and they do not
determine the appropriate corrective or remedial action that may be warranted”. In addition,
there is no other provision of the Whistle Blowing Policy or Resolution B/BG/2008/11 that
permits the Ethics Committee of the Board of Directors to share any information of any type with
you regarding what is being done concerning your allegations.
Thank you very much for your understanding of the ethical dilemma in which the Committee
finds itself and is unable to share any information with your group.
Best regards,
Takuji YANO
Chair, Ethics Committee of the Board of Directors

EMAIL FROM WHISTLE BLOWERS TO THE ECBD DATED
15 FEBRUARY 2020 IN RESPONSE
TO THE ECBD EMAIL DATED 14 FEBRUARY 2020
From: AfDB Whistleblower <afdb_whistleblower@protonmail.com>
Sent: Saturday, February 15, 2020 12:10 AM
To: TAKUJI, YANO <Y.TAKUJI@AFDB.ORG>
Subject: RE: Disclosure of Acts Related to Alleged Breach of the Code of Ethics by an
Elected Officer
EXTERNAL EMAIL: Please be cautious before you click on a link, open

attachments or reply, especially if the sender is unknown.
COURRIEL EXTERNE: Soyez prudent(e) avant de cliquer sur un lien, d'ouvrir
une pièce jointe ou de répondre, surtout si l'expéditeur est inconnu.
ED Yano,
Thank you for your prompt answer which we take note of. We are fully aware of our position as
whistle-blowers and that we have no say in the course of action of the Ethics Committee. If we
thought that anyone could influence the decisions of the Committee, you can be sure that we
would have chosen a different strategy. We do not want to interfere in that process, otherwise
we would not have started it.
However, it is not because something is not explicitly permitted by a regulation or a policy that it
is prohibited. Article 5 of the Declaration of the Rights of Man and of the Citizen of 1789, which
forms the basis of our modern legal systems, states:
Article V – The law has the right to forbid only actions harmful to society. Anything which is not
forbidden by the law cannot be impeded, and no one can be constrained to do what it does not
order.
In our view, as parties to the cause, our respectful request for information on what was being
done with our contribution does not seem ludicrous nor impossible to meet. We do understand
the ethical dilemma in which you find yourself and we commend your dedication to protect the
process from interference, which we share. The discretion we have demonstrated so far should
be a sufficient proof of our own dedication to due process.
In addition, you should also understand our worries - some of us becoming more nervous than
others - that our choice to work with the Ethics Committee might not have been the right
strategy and that we should switch approaches. Any indication that you would be willing to
provide will help clear these doubts and calm the nervousness.
We do not think it is useful to debate any longer on this subject, we leave it up to you to choose
the best course of action.
Respectfully,
A Group of Concerned Staff Members of the AFDB
‐‐‐‐‐‐‐ Original Message ‐‐‐‐‐‐‐

On Friday, February 14, 2020 1:38 PM, TAKUJI, YANO <Y.TAKUJI@AFDB.ORG> wrote:
Dear Group of Very Concerned and Anxious Staff Members of the AFDB,
Thank you very much for the links you have provided in support of the allegations that you have
submitted to the Ethics Committee of the Board of Directors concerning what you believe to be
governance breaches and misconduct by the President of the Bank.
As Chairperson of the Ethics Committee of the Board of Directors, I can assure you that the
Committee takes your allegations seriously and is proceeding with the duty assigned to it
pursuant to Resolution B/BG/2008/11 at this stage of the process to “conduct a preliminary
examination of the complaint or allegation to determine whether it is based on apparently solid
justifications with a view to submitting it to the Chairperson of the Bureau of the Board of
Governors” under the precise conditions defined in Article 3 of Resolution B/BG/2008/11.
In response to your request for the Committee to provide you with clear and credible indication
of the progress being made by the Committee, I regret to inform you that pursuant to Paragraph
5.4 of the Bank Group’s Whistle Blowing and Complaints Handling Policy, providing you with
such a progress report will be in violation of the Bank Group’s rules governing the handling of
whistle blowing complaints.
In effect Paragraph 5.4 of the Whistle Blowing Policy provides as follows: “It should be noted
that whistleblowers and complainants are reporting parties. They are neither investigators nor
finders of fact; they do not determine if corrective measures are necessary; and they do not
determine the appropriate corrective or remedial action that may be warranted”. In addition,
there is no other provision of the Whistle Blowing Policy or Resolution B/BG/2008/11 that
permits the Ethics Committee of the Board of Directors to share any information of any type with
you regarding what is being done concerning your allegations.
Thank you very much for your understanding of the ethical dilemma in which the Committee
finds itself and is unable to share any information with your group.
Best regards,
Takuji YANO
Chair, Ethics Committee of the Board of Directors

MEMORANDUM FROM THE PRESIDENT OF THE BANK GROUP TO
THE ECBD DATED 8 APRIL 2020 AND ANNEXES
From: Prst Home
Sent: Wednesday, April 8, 2020 7:55 PM
To: TAKUJI, YANO; NDOYE, MAIMOUNA; ZAYED, AHMED; KONE, ADAMA; DEKOP,
CORNELIUS
Cc: ADESINA, AKINWUMI AYODEJI; Prst Home; PENN, GODFRED; NAIDOO, SAMANTHA;
OYEWUSI, OLAJIDE OLUWASEUN
Subject: MY DEFENSE AGAINST THE ALLEGATIONS BY WHISTLEBLOWERS (1 of 6)
To: Members of the Board Ethics Committee
I am writing to send you my Defense against the allegations contained in the so

called disclosures by the “Group of Concerned Staff Members.
You will receive 5 mails from me each with attachments. I have listed below
the contents of each of the batch emails you will receive below. They contain
the facts and evidences of my defense against all the allegations.
Mail Batch 1
1. Response letter
2. Letters from Arnold and Porter to the Ethics Committee
3. Dissociation note from “Group of Indignant Staff Members”
4. Evidence of the establishment of the Nigeria Office
5. Appointment and confirmation letters for Dr. Martin Fregene
Mail Batch 2
1. Memo From VP Blanke

2. Mail from SVP Charles Boamah
3. E-mails and report by Kapil Kapoor
4. Confirmation memo for Chude Ezinwa by the HR Director
5. Letter of confirmation of appointment for Chude Ezinwa
Mail Batch 3
1. E-mail from Stella Kilonzo on Chinelo Anohu

2. E-mails from Stella Kilonzo on reasons for leaving the Bank
3. Contract for 3D Global Limited
4. Panel recommendation of Dr. Oladokun’s recruitment
5. Congratulatory letter from US Vice President Mike Pence
Mail Batch 4
1. World Food Prize Speech and other notifications

2. Bill Gate’s acknowledgement of the WFP award
3. SunHak Peace Prize award notification
4. SunHak Peace Prize Speech
5. Placement of Borlaug-Adesina Fellows by the World Hunger Fighters
Foundation that I established with all the donations from my Prizes.
Mail Batch 5
1. President’s reprimand of General Counsel Helene N’Garnim Ganga

2. Mail inviting INTERPOL to handle the Chad Office Case
3. Change of the resignation of Djena Wembou to dismissal
4. ECOWAS Speech
5. Letter of Apology to Mr. Charles Lufumpa
Please confirm the receipt of the mails.
Thank you.
Dr. Akinwumi A. Adesina

President and Chairman, Board of Directors
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 whistle blower 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
~1~
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 whistle blowers 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 whistle blowers violate the
confidentiality of the proceedings initiated by their anonymous complaint. In this regard it is
notable that whistle blowers 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 whistle blower 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 whistle blowers 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 whistle blowers 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.
~2~
Certainly if the Disassociation Note is to be believed, and there is no reason not to
believe it, the whistle blowers’ 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 the 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 whistle blowers’ 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 whistle blowers 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
~3~
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 Whistle
Blower 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
centers, and subsequently as Director at the Danforth Plant Science Center (probably the
second largest private agricultural research centers 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 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
~4~
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 whistle
blowers 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 centers, national and
regional agricultural research centers, 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 Army worms 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 Army worms that posed a great threat to food security. These
~5~
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 whistle blowers 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 Army worms 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 whistle blowers 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 Army worms?
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 Army worms based on all field evidences; and there was value for money.
~6~
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 whistle blowers, 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.
~7~
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.
Below are the facts and the truth. First, I do not know Mr. EZINWA and have never met him in
the Bank. When I received the allegation of the whistleblowers, I had to ask “who is he”?
Second, the evidence and documents that I provide below demonstrate the falsehoods of the
whistle blowers. The whistle blowers said on the basis of “the staff misconduct the HR Director
refused to confirm his contract at the end of the probation period”. The attached
Memorandum by Mr. David Ssegawa, the Acting Vice President and who was also the HR
Director, proves the case. The memo submitted to me by the Acting VP and the HR Director
(App. 9) is the standard memo I receive for ALL professional staff for their confirmation
following a period of probation. The Staff probationary appraisal forms are always attached to
this memo. The President always signs off based on these appraisals, without any exception.
The President does not get involved in any staff appraisals except for Vice Presidents and Direct
reports. The memo to me from the Acting VP and HR Director (Mr. Ssegawa) dated August 1,
2018 states “ Mr. Ifechukwude Emmanuel EZINWA was appointed as the HR Operations Lead,
Human Resources Management Department, on 1st November, 2017 and was placed on
probation for a period of twelve (12) months in accordance with the Staff Rules and Regulations
of the Bank. The relevant staff probationary appraisal form is attached for your review and
reference. We seek your approval for the confirmation of Mr. Ifechukwude Emmanuel EZINWA
as HR Operations Lead, Human Resources Management Department with effect from 31st
October, 2018.”. The attached Staff Probationary Appraisal Form, duly completed, signed off
and submitted by the then HR Director, Mr. David Ssegawa, evaluated the staff very well and
there was nothing about sexual harassment. The recommendation of the HR Director, Mr.
David Ssegawa was to confirm the staff, with the comment “Strongly recommended for
confirmation” and signed 1st August 2018. The prepared letter for confirmation of appointment
from the HR Director (Mr. David Ssegawa) reached my office on August 2, 2018 and I signed off
on his confirmation See App. 10. The whistle blowers’ allegation that because of “the staff
misconduct the HR Director refused to confirm his contract at the end of the probation period”
is clearly false. In fact, it was the HR Director (Mr Ssegawa) who appraised and recommended
that the staff be confirmed, with the comment “strongly recommend for confirmation”.
The other part of the allegation that “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” is also
~8~
demonstrably false. The whistleblowers alleged that the “HR Director”, Mrs Frauke
HARNISCHFEGER resigned because essentially her recommendation “not to confirm the staff”
(Mr. EZINWA) was rejected or somehow overruled by the President. Yet this cannot be. It
should be noted that the HR Director at the time in 2018 was Mr. David Ssegawa. Mr. Ssegawa,
in his capacity as the HR Director, evaluated the staff and recommended the staff, as per the
standard procedures of the Bank, to the President. Ms. HARNISCHFEGER was NOT the HR
Director in 2018. She joined the Bank in 2019, one year after a confirmation recommendation
made by the predecessor HR Director. Given this chronology, how could she have resigned
based on a recommendation not to confirm the staff she would have supposedly made when
she was not even employed at the Bank? How could she have resigned a year before she joined
the Bank as HR Director?
It is clear again that the whistle blowers have acted in bad faith. They provided no
documentary evidence. The authentic and factual documentary evidence I have provided is the
evidence to credit and not the wild speculations of the whistle blowers. These allegations,
contrary to the procedures of the Bank on whistle blowing, were made without “information or
documentary evidence” and the Disclosure has not been made on the “basis of reliable
information and in good faith”.
Mr. Monga: the allegation that somehow the former Chief Economist, Mr. Monga,
departed the Bank with improper payments is false. When staff departs the Bank they have
entitlements. And his entitlements are well within what is allowed in the staff rules. The
allegation that his departure was arranged as a way of avoiding discussion with the Board on
removing the Chief Economist is also false. The President is required to consult with the Board,
only for recruiting and releasing a Vice President. The Chief Economist was not dismissed.
Contract non-renewal is not dismissal of staff, so it needs no such consultation with the Board.
Ms. Chinelo Anohu: She was recruited through a globally advertised, open and
competitive recruitment process. It should be noted that the search process was carried out by
a top notch external recruitment firm, Russell Reynolds of the UK. She was one of two top
candidates (both women) recommended to me as President to consider for appointment by the
panel. The President is at liberty to appoint based on his own personal interviews of candidates,
beyond that of the panel, assessments, and evaluations based on independent references. I am
not at liberty to share confidential information on personnel of the Bank, but I can state
categorically that the allegations made against her are untrue and defamatory. Chinelo Anolu is
a top notch and highly respected person who has had a record of impressive achievements.
Chinelo Anolu was one of the top two candidates recommended by the interview panel,
which was independently constituted and chaired by a Vice President. As President, I always ask
for confidential references for anyone being considered for a senior appointment at the Bank.
We do extensive background checks. The background checks from current and former bosses,
done by Russel Reynolds, showed that the first recommended candidate did not have the
managerial experience to handle the role. The external recruitment firm, Russell Reynolds of
~9~
the UK, flagged in their summary report on Chinelo Anolu, sent confidentially to me (as is done
for every single senior position in the Bank), that there was an issue in the newspapers with
allegations against her. I immediately called the Director of Russell Reynolds and asked the
company to do further confidential due diligence and brief me. From their further confidential
background checks and references they came to the conclusion that there was nothing that
would preclude her being recruited as the allegations were nothing more than that: mere
allegations.
I perceived them as an attempt to soil the hard work of a woman who had given her
best to serve her country with distinction, someone who singlehandedly grew the Nigeria
pension fund from $19 billion to $42 billion under her leadership. Such success can lead to
jealousy. As a woman, she worked and led in an environment traditionally held as reserved for
men and she excelled. I have the greatest respect for Chinelo Anolu’s competence,
achievements and doggedness in the face of unjustified attempts to cast aspersions on her
exemplary accomplishments.
The recruitment firm spoke to several people who were aware of her work and the
allegation and the contexts. They asked for confidential references, which I reviewed. It should
be noted that Chinelo Anolu is a globally respected woman. She sits on the Africa advisory
board of the London Stock Exchange, the third largest stock exchange in the world. She also sits
on the board of advisors for one of UKs topmost universities. It would be foolhardy for such
global institutions to put her on their boards, without doing their own due diligence. All the
confidential references and background checks, including from the London Stock Exchange and
the UK University, including senior people in the private sector in Nigeria, all affirmed her
integrity, credibility, record of high dedication and achievement. I stand 100% behind her
appointment, and Chinelo Anolu is a great asset to the Bank. Her appointment is part of my
firm commitment to promote women into senior leadership positions in the Bank. That the
whistle blowers do not know about the diligence that was conducted does not mean anything
untoward happened. This was all transparent and professionally done with all appropriate due
diligence.
On the allegation that Stella Kilonzo, the former Senior Director for AIF, resigned
because the President asked her to give a prior consultancy contract to Chinelo Anolu, this is
also false. Attached is a letter from Stella Kilozo that affirms that such a thing never happened
(App. 11). I also attach an email from her on her desire to leave the Bank due to personal family
reasons (App. 12).
Ms. Maria Mulindi: She worked with me prior to joining the Bank. She was part of my
transition management team as I prepared to take office at the Bank following my election as
President, and she very ably led all engagements with the Bank with my transition team. All
Presidents of the Bank are allowed to bring in and appoint their own Chief of Staff and advisers,
to help them to implement their mandate. The position of Chief of Staff is never advertised and
the President brings in or appoints his own Chief of Staff. That’s what has been done by all
~ 10 ~
previous Presidents. And that’s what’s done anywhere in the world. When the previous Chief of
Staff left the Bank, Maria Mulindi, who was until then a Senior Advisor to the President, ably
stepped into the position and was appointed as Chief of Staff. She served admirably well.
She was reassigned to the role of Director for Special Duties, based on the evolving
nature of needs in the Presidency and in this new role was tasked specifically to lead
engagement of the Presidency on civil society. A previous former chief of staff had also been
appointed into the position of Director of Special Duties. Maria Mulindi is highly experienced in
civil society engagements. Since assuming this role she has helped the Presidency to engage
directly with diverse group of civil society, raise the profile of their engagements, earned the
trust of civil society and helped to fully engage them directly, which has led to a major
turnaround. I am pleased with the trust the civil society now have in engaging the Bank and
they have expressed delight that this was the first time in the Bank that the President is
engaging directly with the civil society, raising visibility of their engagements in the Bank. The
allegation that she was sent to South Africa and that her assignment as Special Duties was to
take care of the President’s wife who was sick is baseless speculation. My wife lives in Abidjan
not in South Africa. Have the whistleblowers no shame? Again this allegation stands as an
example of the type of allegation that any decisionmaker should ignore because it is not based
on any objective and solid facts. These allegations are uncorroborated by attributable sources.
Victor Oladokun: Victor Oladokin is the Director of Communications. We went to
university together and have been very close friends since then. There is nothing in the Bank
rules that says that being a friend of anyone in the Bank who gets recruited at the Bank is
against Bank rules. The Bank rule only prohibits hiring someone that is a direct family member,
a wife, husband, son or daughter of a Bank employee. And there is no rule in the Bank that
requires staff to declare friends.
The former Director of Communications of the Bank resigned abruptly just 70 days
before the Bank’s annual meeting to be held in India in 2017, precipitating a crisis that put the
Bank’s Annual Meetings in India at risk. The Vice President of Corporate Services and the Acting
Director of Communications, faced with a crisis and aware of the vast experience and expertise
of Victor Oladokun, directly engaged him as a consultant to help with the Annual meetings, as
per the Delegated Authority of the hiring Vice President and the recruiting Department. (See
App. 13 (contract annex signed by Sr. VP not President Adesina)). Victor Oladokun is a highly
accomplished globally respected leader in communications, with well over 30 years of global
practice and corporate experience. Neither I as President nor the Office of the President was
involved in his recruitment.
Victor Oladokun, who reported to the hiring Vice President and also to the Acting
Director for Communications - NOT to the President - delivered an impressive communications
plan and results for the Bank that ensured a highly successful annual meeting for the Bank in
India, on short notice, saving the Bank from what was about to become a huge reputation risk.
An audit of his engagement as a consultant was conducted by the Auditor General, based on
~ 11 ~
complaints made by the Chair of the Audit Committee, then Mr. LeBastard of France. The audit
investigation concluded that the recruitment of Victor Oladokun was done within the Bank
rules and procedures and that nothing was untoward about it.
The report of the Auditor General of the Bank on the audit of this contract, dated
December 2017, stated as follows:”3D Global Consult, an international media and
communications consultancy firm was single-sourced for three months (February to May 2017)
at a cost of USD 326,000. The scope of the procured services include activities that were
deemed priorities such as; developing and executing a successful media campaign for the 2017
Annual Meeting in Ahmedabad (India), framing key messages in line with the theme of the
Annual Meeting for the President, the Executive team and Secretary General among others and
developing branded digital/TV content for broadcast and social media”
The Auditor General’s report concluded that the single sourcing “complied fully with
section 9.7 of the corporate procurement on consultancy (PD02/2012). Additional justification
provided for the waiver was the abrupt separation from the Bank of six PCER staff including its
Director when preparations for the annual meeting were in top gear”. **Note: PCER is the
Department of Communications and External Affairs. Furthermore, it should be noted that the
engagement letter for 3D Global Consult was signed by the Senior Vice President, not the
President (App. 13).
Mr. Oladokun applied for the open, internationally advertised and competitive
recruitment for the position of Director of Communications. The President was not part of the
shortlisting committee nor was he part of the independent interview panel. The entire
recruitment process was handled by a highly reputable external recruitment firm, Russel
Reynolds, based in London, UK. The interview panel, which included senior management staff
of the Bank, Russel Reynolds, and was chaired by the Vice President of Corporate Services,
unanimously agreed that Victor was the best candidate and had scored the highest among all
the candidates. He was unanimously recommended by the panel for employment (App. 14). I
approved his appointment as per the transparent and competitive process, run by a globally
reputable recruitment firm. All rules and procedures of the Bank were followed. No rules were
broken. The whistle blowers insinuate that there was something sinister about the recruitment
by saying that it is unclear if Mr. Oladokun’s close association with the President was disclosed
during the recruitment process. But this insinuation is based entirely on speculation and on the
false assumption that friendship is a disqualifying attribute. In any case the allegation is not
backed by any evidence or documents, something that President Adesina has supplied to
demonstrate the regularity of the hiring process.
Mr. Wembou, Chad Office: the allegation that I allowed the country manager to resign
when he was under investigation for corruption is false. The President does not run country
offices. They are under a Director General and overall oversight of a Vice President. It came to
my attention during a back-to-office report by the Director General that the Bank office in Chad
was having issues bordering on mismanagement of funds by the Country Manager. Prior to my
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being elected President of the Bank the Chad office had not been audited for more than seven
years. I challenged the Auditor General why this was the case and directed that an audit
mission be launched. The then General Counsel gave me a legal recommendation that the
Country Manager’s request to resign was in order, and should be accepted, despite my
insistence that he not be allowed to resign. As President, I follow legal advice. Unfortunately, it
turned out that the General Counsel gave wrong advice for which I strongly reprimanded her
(App. 21) (email to General Counsel of July 15, 2017). My email reprimand of the General
Counsel, dated July 15, 2017 read: “I must let you know I am unhappy with the
recommendation you gave me that the former Resident Representative of the Bank in Chad be
allowed to proceed on retirement. This turned out to be a wrong recommendation, given the
PIAC report, and all that's being unearthed, on the trails of his corruption and mismanagement
of the resources of the Bank in Chad. As the General Counsel, I rely on your legal advice to
make my own decisions. That's why you must always give me the best legal advice. I expect
nothing less than top notch legal reviews and recommendations, as everything must be done to
protect the integrity and reputation of the Bank - at all costs and at all times. You must ensure
that this does not happen again. Akinwumi A. Adesina, President”. I subsequently directed that
the letter of resignation accepted by the Bank be immediately withdrawn and that all legal
measures be taken to ensure that the Country Manager be brought to justice for his
mismanagement of the Bank’s assets and resources. I directed that Interpol be engaged to seek
full interdiction of the staff and ensure justice (App. 22 (email of September 20, 2017)). I
directed that the staff be summarily dismissed and that “in this context, the Bank reserves the
right to recover from you all the sums wrongly misappropriated and misused, and seek
payment of all interests and damages, by all legal means” (Appendix 23 (email of July 22, 2017).
Contrary to all the allegations of the whistleblowers, I acted with full responsibility, based on
available information and advice given to me, and when I found out the then General Counsel
had given me bad advice, she was reprimanded, which led an eventual termination of her
services as General Counsel of the Bank on January 20, 2018, and her leaving the Bank.
David Ssegawa: He was the HR Director. It is not true that I, as President, allowed him to
resign when there was an investigation. There was absolutely no investigation of David Ssegawa
when he resigned nor was one contemplated. Audit had raised the issue that there might be
conflict of interest in his award of contracts to a Kenya-based company. Because of rampant
rumors that he awarded these contracts fraudulently and that he was indeed the owner of the
company to which he awarded the contract, PIAC subsequently conducted an investigation. The
report of this investigation was submitted by the PIAC to me on March 24, 2020, two years
after David Ssegawa had left the Bank. The investigation concluded that it was untrue that
David awarded the contract inappropriately. It also concluded that there was no corruption in
the award of the contract. How could the President have, as alleged, accepted his resignation
because of an investigation, when the investigation had not been initiated at the time and was
not concluded until two years after his resignation? This is another example of the utter illogic
of the whistle blowers’ allegations and points toward their bad faith and maliciousness.
~ 13 ~
Khaled Sherif: the allegation that Vice President Sherif could not have travelled and
stayed for long periods in the US without the President’s permission, is incorrect. The President
does not monitor or manage time off for staff as that’s done by the Human Resources. The
truth is the Vice President had personal medical issues that he had to get attended to (his
private life must be respected) that required him to be away for extended periods, as needed,
and he travelled with full knowledge of the department of health of the Bank which was
monitoring him while away on medical reasons. The President is not the medical doctor of the
Bank, and does not get involved in medical matters of staff. The personal health of my staff, any
staff, is my priority and I support every effort to ensure staff are safe and healthy at all times.
Those matters are strictly handled by the medical center and there is full confidentially and
protection of privacy.
Political activity, ECOWAS: It is alleged that as President I basically bribed and corrupted
the 16 African Heads of State and governments in the ECOWAS region to support my candidacy
for re-election. The allegation is apparently based on a speech I gave at an ECOWAS meeting
and immediately after my speech the Heads of State endorsed my candidacy. The allegation
essentially impugns the integrity, leadership and honesty of 16 African presidents and ECOWAS.
This is a fanciful and baseless allegation.
I am proud of my leadership and work in leading our Bank teams, which has helped the
Bank to deliver very impressive results in the ECOWAS region (see App. 24, ECOWAS speech
delivered). And I am humbled and equally proud that the Heads of State and governments
acknowledged my leadership of the Bank. At the Africa Union summit of Heads of State and
governments, held in February 2020, the Executive Council of the Union, made up of 55
Ministers of Foreign Affairs, unanimously endorsed my candidacy for re-election as President of
the Bank. Following the faulty logic of the whistle blowers, one would deduce that I have bribed
all 55 African presidents. The allegation demonstrates demeaning disregard for Africa, Africans
and leaders of Africa. I am humbled that the whole of Africa, without any exception, endorsed
me for re-election. That African Presidents appreciate my passion, commitment, and high level
of dedication to driving forward Africa’s agenda, as agreed to by the Africa Union and the Heads
of State and governments. Their support is based on the results the Bank has achieved. Under
my leadership, with support of my staff and the Board, the Bank secured a General Capital
Increase of 125%, which raised the capital of the Bank from $93 billion to $208 billion, an
increase of $115 billion, the highest in the history of the Bank since establishment in 1964. The
Bank achieved a 32% increase as well for its African Development Fund, which supports its low
income countries and fragile states, a significant achievement praised by the shareholders.
Under my leadership the AAA rating of the Bank has continued to be maintained. The Bank’s
income has seen a dramatic growth. The Bank was ranked No 1, along with the World Bank, by
the MOPAN report, as fit for purpose, among all international organizations assessed. The Bank
has strong governance and transparency and was ranked last year as the 4th most transparent
institution in the world by Publish What You Fund. Besides these, the results of our work have
been impressive as well, based on highly reputable results monitoring and reporting systems at
~ 14 ~
the Bank. In the past four years, we helped to connect 18 million people to electricity, provide
access to improved agricultural technologies for 144 million people, provided 13 million people
to access to finance, provided 101 million people with access to improved transport and 60
million people with access to improved water and sanitation. I was awarded the African Person
of the Year by Forbes, and the African of the Year by the Africa Leadership Magazine in a
Continental wide open voting system of over one million people. According to the
whistleblowers’ logic, I must have corrupted them all. I am proud of the Bank I lead and its very
many loyal and highly dedicated and loyal staff who work very hard every day to make the Bank
what it is recognized for today.
Appointment of Charles Lufumpa as Acting Vice President and Chief Economist: The
allegations against me are also patently false. My conclusion after careful review of the case of
Charles Lufumpa is that the investigations conducted were very faulty and cannot prove the
allegations made against him. My review also showed a well-orchestrated effort to make Mr.
Lufumpa a scape goat for failures of others to do their job. It became very clear to me that the
PIAC investigators and the then General Counsel harbored a presumption of guilt and engaged
in a rush to judgment at all costs, through conspiratorial actions.
Now to the facts: The investigation into the allegations against Mr. Lufumpa started
years before I was elected President. The matters under investigation occurred under the
former President of the Bank, Donald Kaberuka, many years before I joined the Bank. To be
clear: I do not personally know Mr. Lufumpa. From my comprehensive review of the files on
this case, which I have reviewed more than ten times, I came to the firm conclusion that Mr.
Lufumpa was not guilty as charged as the case cannot stand up to scrutiny before the
Administrative Tribunal of the Bank. I am not at any liberty to divulge confidential materials on
this, but I have fully explained the details of this case and my readings and findings on the
matter. I questioned the Acting Director of PIAC (Mr. Bubacarr Sankareh) who managed the
investigation. When I confronted him with the several logical holes and inconsistencies in the
investigation, I asked him the question (in the presence of my then Chief of Staff) “whether he
could look me in the face and tell me that Mr. Lufumpa was guilty as the PIAC report says?”. He
told me “Mr. Président, I cannot say that he is guilty”. The same happened with the then
General Counsel, Mrs. Helene Ngarnim-Ganga. She had given me advice that “I should dismiss
Mr. Lufumpa” and that there “are a number of non-regional Executive Directors that have
wanted him fired and that they would not take it lightly if this was not done”. She also said “the
Bank risks not getting replenishment of the African Development Fund (ADF) if this was not
done”. At a point Ms. N’Garnim-Ganga came to inform me that “there were new allegations
that Mr. Lufumpa had forged Bank chèques and that “if we can prove this we would have ‘got
him’”. This she said in the presence of my Chief of Staff, Ms. Mulindi. I immediately queried her
why she would use such a term as “got him” and that this is now clearly like a witch-hunt.
Nonetheless, I told her to proceed and get me evidence and confirmation that indeed Mr.
Lufumpa forged Bank checks. Ms. N’Garnim-Ganga disappeared for three months and never
came back to give me the evidence she was asked to provide. Following my asking for her to
~ 15 ~
come and brief me, she came to my office and said “Mr. President, I have looked and it turned
out that it was a lie”. I asked her that since she was asking me to fire Mr. Lufumpa, whether if I
did as advised, and he challenged the case at the Administrative Tribunal, what will happen?”
She told me “the Bank will lose the case”.
The then General Counsel, Ms. N’Garnim- Nganga, in a Memo to me on this issue dated
October 2, 2017, stated as follows: “However, while my analysis has found argument
supporting a serious case of misconduct, I am still concerned that we only have a case based on
circumstantial evidence with NO CLEAR PROOF OF COLLUSION, FRAUD OR CORRUPTION”.
The company that PIAC had alleged was involved in the purported collusion and
corruption with Mr. Lufumpa, took the case and the Bank to the Bank’s Sanctions Tribunal. The
Company won the case at the tribunal and the case brought by the Bank was dismissed. The
Bank had to pay a huge penalty.
So you have a situation of a very flawed investigation, with too many hidden agendas
and inconsistencies and a conspiracy to find Mr. Lufumpa guilty at all costs, when the evidence
just does not add up to reach the required burden of proof. With these inconsistencies and
malicious intents, it was obvious to me this was a witch hunt clad in investigation garments.
Management cleared Mr. Lufumpa of the allegations and wrote him a letter of apology on
October 1, 2019 (App. 25).
I briefed the full Board of Directors several times on this matter, including the then Chair
of the Audit and Finance Committee in 2016 (Mr. Mellouki) and Mr. LeBastard who replaced
him as Chair of the AUFI.
Most recently when Mr. Lufumpa was appointed as Acting Vice President (following his
clearance of the allegations), I gave a full briefing on the issue when ED LeBastard asked why
Mr. Lufumpa, who had been investigated by PIAC, had been appointed. Because the Board now
has eleven new members, I had to brief again the Board of Directors. My message has always
been the same: I firmly believe that Mr. Lufumpa is not guilty and is a victim of witch-hunting
through this investigation. The plot was clear: “get him”. I have always been very transparent
and consistent. I told the Board of Directors repeatedly that any of the Executive Directors was
at liberty to come to my office to review the materials. If any feel, after the reviews, that the
situation is different from the one I have provided above, they should challenge me. I stand
firmly behind my decision. My conscience is clear.
In summary, every single one of the 16 allegations against me in the Disclosure remains
unsubstantiated. I have not violated the Code of Conduct. The Ethics Committee should so find
and dismiss the matter.
Akinwumi A. Adesina
~ 16 ~
President
~ 17 ~
President’s Memorandum
Appendix 1
Letters from Arnold & Porter to the Ethics Committee
Appendix 2
Dissociation Note from Indignant Staff Members
Appendix 3
Evidence of the Establishment of the Nigeria Country Office
FROM : DONALD KABERUKA
TO : EXECUTIVE DIRECTORS
SUBJECT : FINE TUNING THE ORGANIZATIONAL STRUCTURE
STATUS : RESTRICTED
DATE : 13 SEPTEMBER 2013
Following extensive consultations with Executive Directors, further adjustments have

been made to the “fine Tuning proposals’’ to incorporate the constructive views and
advice. There is broad consensus that the adoption of the Ten Year Strategy and its
effective implementation require a limited “fine tuning” to the Bank’s organizational
structure and reporting arrangements. The proposed changes, seeking to respond to
the viewpoints expressed by the Board and key stakeholders on various occasions,
are BUDGET NEUTRAL. They are all fully funded and resourced through
redeployment of existing vacant positions and optimal mapping of staff to the new
needs. These refinements are essential now for a dynamic Bank, and draw on
recognized good practice and experience elsewhere in the corporate world and sister
institutions. We have put special emphasis on alleviating span of control at the higher
level and ensuring very minimal disruption of activity. The revised summary
organizational chart is attached as Annex for ease of reference.
1. These changes take note of:
Alleviating span of control at higher executive level.

Emerging needs and priorities as a result of the new Ten Year Strategy (TYS).
Best practice in risk management.
Adjustments as a result of Decentralization.
Enhanced delivery performance management.
Commitments made under both GCI-VI and ADF.
2. The proposed changes include:
2.1 The creation of a position of a Group Chief Risk Officer (CRO) in line with
the best practices on risk governance in the corporate world and sister
institutions, but focusing on our specificity. The CRO will report directly to
the President (PRST), exercising independently from risk taking
departments. The CRO will have responsibility for ensuring compliance with
risk related issues (credit, operational, market, reputational, safeguards,
internal controls, and business continuity). The CRO will work progressively
with all units concerned for optimal reconfiguration and migration of the
Bank’s risk management functions into enterprise-wide risk management
(ERM) framework overtime.
2.2 The appointment, as announced at the beginning of ADF13 negotiation, of a

Special Envoy for Gender (SEG). The SEG is appointed as Adviser to the
President and will lead in the immediate term the Bank’s advocacy on
Gender issues across Africa. The SEG will work closely with all relevant Bank
units, beginning with the Gender Division, charged with the responsibility to
ensure effective mainstreaming of Gender concerns into Bank’s operations,
but above all across the entire organization, within RMCs, and sister
continental and regional institutions. I expect the SEG to work also with all
relevant units for Gender to become a stand-alone Department in the
medium-term.
2.3 The African Natural Resources Center. There is consensus that the Bank
must now scale up its work and advisory service for a better management
of Africa’s natural resources. We have discussed this with the Board before
informally and there was unanimity on the need to deepen capacity in such
areas as oil, gas and mining in the Bank to support the RMCs. The Center
will work closely with the Africa Legal Support Facility. The creation of the
Center recognizes that the issues are beyond legal matters and contracts.
There are issues along the entire value chain. The Center will therefore
build capacity overtime for effective and targeted interventions in that
value chain in this vital sector of the African economy in the coming years.
2.4 The Business Development Office. Amidst a challenging global

environment in the RMCs and the need to innovatively grow business, I
believe it is now time to establish a stand-alone focal point whose role will
be to proactively building Bank’s business. In the initial phase, this new
office will help with the design and preparatory work necessary for key
initiatives, including the concept of the Africa50.
2
2.5 In the same spirit, I also propose that the New Partnership for African
Development (NEPAD) Infrastructure Project Preparation Facility (IPPF) is
converted into a Division.
2.6 The Financial Sector Development Department. As the recent external

evaluation indicated that there is an urgent necessity to build on the Bank’s
private sector experience to deepen Africa’s financial sector. Currently,
there is much work under way across the Bank in OPSM, ONRI, OSGE and
Making Finance Work for Africa (MFW4A). These dispersed actions need to
be seamlessly coordinated. The new Department will bring all the
initiatives together under one roof and provide coherence and critical
mass in this vital area.
2.7 The Delivery and Performance Management Office. Consistent with the
need for rigorous performance monitoring, it is proposed to establish a new
Delivery and Performance Management Office. It will subsume the
functions previously performed by the virtual Performance Management
Group. The new Delivery Office will manage the “Executive Dashboard”
provide early warning on areas of slippage, non-satisfactory performance
and delivery on institutional KPIs as well as follow up on reform initiatives
to ensure coherence in their implementation. The Delivery Office will
engage all units and complexes, working with them on remedial action
plans to ensure timely effective delivery in the problem areas, institutional
commitments and initiatives. In the initial phase, this office will be
resourced through redeployment of relevant staff from COBS previously
involved in the work of the virtual PMG.
3 Regional Departments Merged
Taking account of decentralization, as well as for budget, rationalization and

coherence, I propose to merge or upgrade several units.
3.1 The East Africa Regional Resource Center (EARC) and the Regional
Department East 2 (OREB). To further leverage the progress of
decentralization, the two East Africa regions, EARC and OREB are merged
into East & Horn Region. There will be a section dedicated to the Special
Initiatives on the Horn of Africa.
3
3.2 The Southern Africa Regional Resource Center (SARC) and the Regional
Department South 2 (ORSB). SARC and ORSB are merged to leverage
decentralization and achieve efficiency gains. The reconfigured SARC will
therefore oversee most of the SADC Region.
3.3 The Regional Department West 1 (ORWA) and the Regional Department
West 2 (ORWB) are consolidated into one single Department. There will be
a section dedicated to the Sahel and Mano River Special Initiatives. Nigeria,
given its sheer size, will be a stand-alone Directorate. This proposal is
consistent with the decentralization Road Map, which provides for tailoring
the Bank’s presence in five special case countries (including Nigeria) taking
into account the distinctive size and complexity of their land, population
and portfolio.
3.4 The Regional Department North 1 (ORNA) and the Regional Department
North 2 (ORNB) are also merged into one single Department to leverage
the Bank’s footprint in the region. In parallel, the Bank’s representation
offices in those countries of the region with very large and complex
portfolios will be strengthened through optimal re-assignment of existing
staff. The proposed re-alignment and rationalization should help to achieve
better country focus and greater efficiency gains.
3.5 Reinforcing the Role of the Permanent Committee on Decentralization

(PECOD) to report to FVP/COO. So far PECOD has been effective at rolling
out the decentralization road map. PECOD has still a role to play until
sufficient lessons have been learnt from the full implementation of the
decentralization Road Map. It is now necessary to reinforce supervision of
implementation. Consequently, I propose to supplement PECOD’s mandate
with an inspection function as a separate but complementary stream.
3.6 The Strategy (STRG) and Operational Policy (ORPC) Departments are
merged into one single Department to now report to FVP/COO to ensure
better alignment between operational policies and priorities.
3.7 It is proposed, for better alignment and synergy, that OWAS now reports to
OSVP.
4
4 Units Upgraded to Departments
4.1 The Fragile States Unit (OSFU) is upgraded to a Fragile States Department
to now report to ORVP. The Ten Year Strategy, the complexity of the
fragility situations in Africa, the need for more robust political economic
analyses, regional approaches and refining of our operations to effective
state building requires a stronger and high profile Department. This is
consistent with the new ambition and initial recommendations of the High
Level Panel on Fragile States.
4.2 The Resource Mobilization Unit (ORMU) and the Partnerships Unit (ORRU)
are merged and upgraded to a single Resource Mobilization and External
Finance Department to report to FNVP. This is an attempt to rationalize and
achieve better synergy on co-financing arrangements, external resource
mobilization from donors, foundations, etc. The new Department will be
the focal point of external resource mobilization and management of
relationships.
4.3 The Communication and External Relations Unit is upgraded to a

Communication and External Relations Department (CERD). It is broadly
agreed that to accomplish the Ten Year Strategy, stronger outreach and
more effective communication are central areas for better branding of the
institution, its activities and communication with stakeholders. We have
concluded that it is now time for the unit to be upgraded to a fully-fledged
Communication Department given the expansion and complexity of Bank’s
activities. It is a move consistent with the ambition of the Bank as a voice
on African development issues.
5 Units Internally Reconfigured
5.1 Climate Change Coordination (CCCC) is folded into the Energy Environment
and Climate Change Department (ONEC). While a stand-alone Department
would be ideal, for now I propose Climate Change Coordination folding its
activities into ONEC3 which has built a critical mass of knowledge, track
record and operational experience. Advocacy will continue to be done in
the Results and Quality Assurance Department (ORQR), which is consistent
with the vision to integrate climate change and a few related issues.
5
5.2 Other changes proposed, for rationalization, include re-organizing OSAN
into three Divisions (OSAN 1 for Agriculture Africa North and OSAN 2 for
Agriculture South of the Equator and OSAN 3 for Environment and
Sustainable Development), EADI into two Divisions (EADI 1 for Program
Development and EADI 2 for Policy Management) and COBS into two
Divisions (COBS 1 for Budget Programming and COBS 2 for Budget
Execution Coordination).
6 Additional Changes
6.1 In execution of previous Board decisions, the offices of the Audit General
(OAGL) and Integrity and Anti-Corruption (IACD) and Corporate IT Services
(CIMM) are internally reconfigured. OAGL is re-organized into two
Divisions, IACD into two Divisions and CIMM into five Divisions. Further
details may be found into the respective Board documents.
6.2 The proposed Staff Integrity Office will be merged with the Ethics Office
(COEO) for efficiency. The staff integrity office has been previously
extensively discussed. CAHR has cleared the matter for discussion this
September. If adopted by the Board, this new office will be an essential
entity in the staff recourse mechanisms and compliance with organizational
labor norms. For memory this was previously led by the Anti-Corruption
Department, but best practice, now indicates the two functions are
different. It is a very lean office which will assist the Bank in ensuring staff
integrity.
6.3 I propose also to reduce the burden on the President that the Ombudsman
and the Staff Appeals Committee transfer to FVP/COO. For better
alignment, the Language Services Department (CLSD) will now report to
SEGL.
6.4 Finally, as the Board has requested on several occasions, Secretary General
(SEGL) will now have three Departments with the transfer of Language
Services (CLSD) to SEGL. The former SEGL Department is reconfigured into
two new Departments (i.e. one Department in charge of Board Matters,
6
and a second Department to provide support in respect of Relations with
RMCs, Protocol Matters and Disclosure and Access to Information (DAI).
7 Conclusion
7.1 I would like to observe that an exercise of this type has several possible
permutations. There is no ideal model, but there are different options and
structures. This is why fine tuning is an exercise which should always be
carried out only when this is necessary for better delivery. That is the case
with the Ten Year Strategy as we aim for greater coherence and stronger
delivery.
7.2 I emphasize that the proposed changes are Budget Neutral.
7.3 I re-submit, for your consideration, these revised proposals incorporating

your views and advices during our consultation meetings.
7.4 I will be shortly inviting you to a Tea Session so that we can conclude.
7
Appendix 4
Evidence of the Creation of the Nigeria Country Office
Appendix 5
Appointment and Confirmation Letters for Dr. Martin Fregene

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AFRICAN DEVELOPMENT BANK

ETHICS COMMITTEE OF THE BOARDS OF

REPORT OF THE PRELIMINARY EXAMINATION OF A

Avenue Joseph Anoma

Date: April 26, 2020

Mme NIALÉ KABA

Subject: TRANSMISSION OF THE REPORT OF THE ETHICS COMMITTEE OF THE

Please accept, Honourable Governor, the assurance of my highest consideration.

FROM : THE ETHICS COMMITTEE OF THE BOARDS OF

SUBJECT : REPORT CONCERNING THE PRELIMINARY

2. Board of Governors Resolution No. B/BG/2008/11 adopted at the forty-third Annual

3. Pursuant to Article 3 of Resolution No. B/BG/2008/11, the ECBD is empowered to

• If the preliminary examination of the complaint or allegation shows that it is

• If the preliminary examination of the complaint or allegations reveals facts

5. In order to conduct a preliminary review of the complaint in conformity with the

PRELIMINARY REVIEW OF THE COMPLAINT

Allegation 1: Non-respect of internal rules and regulations in recruitment

The ECBD determined that this allegation is unfounded and should be

Allegation 2: Appointment of Mrs. Chinelo ANOHU-AMAZU (unethical conduct,

The ECBD determined that this allegation is unsubstantiated and should be

Allegation 3: Appointment and promotions of Mr. Martin FREGENE (unethical

The ECBD determined that this allegation is uncorroborated and should be

The ECBD determined that this allegation is unsubstantiated and should be

Allegation 5: Appointments and promotion of Mrs. Maria MULUNDI (unethical

The ECBD determined that this allegation is unsubstantiated should be

Allegation 6: Direct contracting and appointment of Mr. Victor OLADOKUN

The ECBD determined that this allegation is unsubstantiated and should be

Allegation 7: Contracting of Mr. Kapil KAPOOR (unethical conduct, impediment

Allegation 8: Appointment of Mr. Emmanuel EZINWA (unethical conduct,

The ECBD determined that this allegation is unsubstantiated and should be

Allegation 9: Preferential treatment for Nigeria and Nigerians (unethical conduct,

The ECBD determined that this allegation is unsubstantiated and should be

The ECBD determined that this allegation is unsubstantiated and should be

Allegation 11: Settlement for staff separations (unethical conduct, preferential

The ECBD determined that this allegation is unsubstantiated and should be

Allegation 12: Resignation of Mr. David SSEGAWA (unethical conduct,

The ECBD determined that this allegation is unsubstantiated and should be

Allegation 13: Resignation of Mr. Michel-Cyr DJIENA-WEMBOU (unethical

The ECBD determined that this allegation is unsubstantiated and should be

Allegation 14: Appointment of Mr. Charles LUFUMPA as acting VP and Chief

The ECBD determined that this allegation is unsubstantiated and should be

The ECBD determined that this allegation is unsubstantiated and should be

Allegation 16: Political lobbying of Heads of State (unethical conduct, political

The ECBD determined that this allegation is unsubstantiated and should be

9. After conducting a point by point examination of all of the allegations contained in

Follow Up Flag: Flag for follow up

ED Dowd, ED Yano, Mr Bacarese,

Please find attached a document transmitted in accordance to the Whistle-blowing and

A Group of Concerned Staff Members of the AFDB

It is also made in compliance with Resolution of the Board of Governors B/BG/2008/11 regarding

We sincerely hope that we are wrong and that investigations will clear those cases. The last

“Observe the highest standards of​ ethical conduct

​ ctive politics​ in their home countries or elsewhere

“Avoid any situation that poses a ​conflict​, or the appearance of a conflict, between personal i​ nterests and the

5​. Appointments and promotions of Mrs. Maria MULUNDI (unethical conduct, impediment

11. Settlements for staff separations (unethical conduct, preferential treatment, impediment

13. Resignation of Mr. ​Michel-Cyr ​DJIENA-WEMBOU (unethical conduct, preferential

“Observe the highest standards of ethical conduct

ctive politics in their home countries or elsewhere

“Avoid any situation that poses a conflict, or the appearance of a conflict, between personal i nterests and the

5. Appointments and promotions of Mrs. Maria MULUNDI (unethical conduct, impediment

13. Resignation of Mr. Michel-Cyr DJIENA-WEMBOU (unethical conduct, preferential

THE BOARD OF GOVERNORS,