Corporate governance in Eskom - Trillian (in camera)

Meeting report

The Chairperson read the oath to the witness, Ms Bianca Goodson, who took the oath.

Witness: Ms Bianca Goodson

Adv Ntuthuzelo Vanara led the evidence gathering.

Adv Vanara: Can you for the record state your particulars?

Ms Goodson: My name is Bianca Cherise Goodson.

Adv Vanara: Can you give the Committee your academic background and short working experience?

Ms Goodson: Formally, I have an Honours degree in Physical Science which I obtained from the University of Natal – Pietermaritzburg. Shortly after I got my degree, I started working in the mining industry as a seismologist. A bit after that I moved into management consulting and moved up to Johannesburg. Management consulting in the space of mining for a company called Accenture, and moved to another company called Cyest Corporation, and after that I worked for WorleyParsons. And then I was head hunted by Trillian while I was working for Anglo American. Since leaving Trillian I have worked for Sage, and now I am employed at Sygnia.

Adv Vanara: The Committee has called you as a witness to help it understand some corporate governance issues at Eskom. You were a CEO at Trillian Management Consulting (TMC). Is that correct?

Ms Goodson: Correct.

Adv Vanara: Can you take the Committee through how you got to be associated with the company, what role you played in the company, and for how long you stayed with the company?

Ms Goodson: In the last quarter of 2015, I was approached by a gentleman called Clive Angel. We have mutual acquaintances, and he approached me because they were starting up this financial advisory corporation and one subsidiary would be a management consulting company. They were particularly looking for a CEO to head that company. I did have quite a bit of experience in management consulting so my number was passed on to Clive. That is how I was introduced to Trillian and to Integrated Capital Management (ICM) in October-November 2015. When I met with Clive and he explained what the intention of the corporation would be, it sounded very exciting to be very honest. The intention of the organisation was to improve efficiency in our State Owned Entities (SOEs), and being proudly South African, I wanted to help and was grateful for the opportunity to lead a team that would do that. I was working at Anglo American at the time. I resigned and formally started working as CEO of TCM on the first of January 2016. I resigned on the 19 March 2016, but my last day as an employee of Trillian was on the 25 April 2016. My tenure at Trillian was quite short. However I was a director for the organisation from November 2015. I understood my role at the time to be that I was brought on to build the capacity and the capability of the management consulting division. I was informed very early on that work was secured so my function was not to sell work and find work, but it would be to build up the human capital and expertise and the IP within the organisation to fulfill that work.

Adv Vanara: You made a statement during this year in which you indicated that you intend to submit this to the Committee, and you have furnished us with that statement, and I have checked with you that the statement is in front of you and I can confirm that the statement together with the annexures is in front of the members.

Ms Goodson: Correct. That is my statement. I published it on 27 September 2017.

Adv Vanara: That statement is not signed.

Ms Goodson: It is. I think when it went onto the website, you don’t see my initials on each page, but it is signed.

Adv Vanara: The one that I have is not signed, but it is not a train smash. Later on you can furnish the Committee with a signed version.

Chairperson: In our last page of the statement, there is a signature. I am not sure whose signature it is, but there is a signature. Whose signature is that?

Adv Vanara: That is something different ma’am. It is an annexure.

Adv Vanara: We are going to spend some time traversing through your statement, and my job is to assist you to go through your statement. I understand that from having read the statement, you make the point that this statement should not be intended to be covering everything you know about Trillian and the issues discussed here. Is that correct?

Ms Goodson: That is absolutely correct. As I mentioned, my last day at Trillian was on the 25 April 2016 and I decided that should anyone require this information for any probe into state capture, I would make it available. It is a personal decision and that wasn’t public. The first opportunity for me to assist in an inquiry or investigation into state capture was with Thuli Madonsela and her team when she was compiling her report into state capture. She approached me in September 2016 and she asked if I would provide information to her investigative team, which I did. And for that specific instance, I did compile a statement. The issue though is that I believe I was ‘a spoke in a very big wheel’, and I don’t exactly know what the wheel was doing, but I do know what the spoke was doing. I have this information and I made a copy of my computer from Trillian. I don’t always know what’s useful. I suspect what may be useful, and my suspicions are directed a lot by what’s in the public domain. So I compiled that statement for the Public Protector’s (PP) team based on my view of what I thought would be valuable information, which was limited. So there was that disclosure. Later I supported Geoff Budlender in February 2017 and that was slightly easier to support him with valuable information because he was very specific in terms of “do you have information in this regard”. I spent a lot of time with him and it was a lot more informal. The information that I supported Geoff with was targeted for the scope of what he was looking for. Since then, there has been a lot of information in the public domain through articles, investigative journalists, and Gupta leaks. And suddenly I realised “Oh My Gosh! There is one email and that one meeting. Is that how … suddenly somebody has more significance in hindsight than what they did at the time when I met them”. So I compiled this statement that we have now and it is also somewhat different. It is different in the sense that it is still pertinent information, but it is informed a lot more by what has been in the public domain. What is really key is that what I submitted to the PP, what I submitted to Geoff, and what I have compiled here in no way is comprehensive. My intention is in no way to hold back information or to not fully disclose everything. It is just difficult for me to always know what is appropriate. Today I am really optimistic that through the questions posed, I would divulge all the information that is pertinent to this Committee. But failing that, I would have to use my own judgement, and I don’t even know if I can trust my judgement in terms of what is good or not.

Adv Vanara: As CEO, in the introductory meeting you had with Mr Angel, you were told that you are not going to focus on bringing work to the company, which I find a bit strange because I thought a CEO’s job amongst other things would be to grow the company’s business. Why was that the case?

Ms Goodson: I don’t know categorically. I can tell you what I was thinking at the time. What became apparent to me, and this is in hindsight, and not at the time I had the discussion with Clive. Later on he shared information with me that made it clear that the forming of Trillian, especially the work at Eskom had started long before I got there. I have got certain documentation and minutes from Eskom meetings, meetings of negotiations between McKinsey and Eskom on the Top Engineers programme. They suggested that the negotiations had started from about June 2015, according to the information I have. By the time I had this conversation with Clive, it was quite apparent that the wheel had already started turning. Maybe naïve on my side that I didn’t ask the questions enough, but I got the sense that stuff had already been done. And in this specific instance in relation to the work we were doing at Eskom, I got in late in the process and work had already been secured to an extent. When I say “secured to an extent”, I refer specifically to a document that Clive shared with me which had minutes of one of the meetings. It had a table at the bottom that referenced R475 million down payment. From my very humble beginnings, I honestly thought that was the revenue for the entire duration of work. I didn’t realise it was only a down payment for six months at the time. It was quite apparent to me that work had been secured. I didn’t think it was strange on the basis that I had come in late in the process. I think ordinarily if it was a start-up there would be an expectation of having to get your business development and you have to start developing a pipeline.

Adv Vanara: From page four to 13 of your statement, you deal with people at Trillian. Can you take us through the individuals you had dealings with at Trillian, and by way of introducing some of the subject matters that you dealt with?

Adv Vanara: The organogram of Trillian capital partners is on page 26 of your statement, is that correct?

Ms Goodson: If it is okay with you, I am going to go sequentially as it appears in my statement.

3.1. Integrated Capital Management (ICM). My very first introduction to Trillian was through ICM. And the individual particularly was Mr Clive Angel. Obviously when I met Clive for the first time I googled him and read his LinkedIn profile in preparation for the meeting. I found all this information about him, and none of it referenced Trillian. It referenced ICM. In my first meeting with him at the ICM offices, the question I did ask is; “what is the association?” and he told me that ICM was a very small company that was tasked with effectively building Trillian. So the IPL, which I pretended like I knew the acronym but I googled it later and I think the acronym stands for “Initial Public Offering”. In my mind, Trillian is being built on the one side and ICM is the conduit that is effectively building this new entity that is going to come about. I wanted to understand ICM more before I understood Trillian, and Clive explained to me that the company consisted predominantly of three individuals; himself – as the director of the organisation, he was taking the lead from ICM in building Trillian. In addition to Clive, there was also a gentleman by the name of Marc Chipkin; and another director by the name of Stanley Shane. They worked very closely together. In this specific instance Clive was somewhat leading when it came to the Trillian basis.

When I decided to accept the offer to work for Trillian, my employment contract was signed by Trillian, and my understanding at that point was that Clive was effectively my boss which meant that even my operations in Trillian were through ICM.

3.2. Clive Angel. My relationship during my tenure at Trillian was particularly with Clive. Unlike some of the employees that came from Regiments Capital who had a relationship with Eric Wood, and their reporting line was Eric Wood, I was a particular anomaly because my relationship was through ICM. I had been head hunted. Not transferred. Everything that I did while at Trillian was through Clive. I would get instructions from Clive, I would get expectations in terms of my performance from Clive, I would get told when I wasn’t doing something correct from Clive, I spoke to him numerous times a day, we were on WhatsApp, we were on email, and my relationship with him was very operational and that is why you will see the more we speak about this there is a lot of reference from my side than from him.

3.3. Stanley Shane. As I mentioned earlier, Stanley Shane was a director at ICM. Later I found out that he was also a director at Transnet. I don’t know what Committee he sat on, or what he did. But he was also quite influential in Transnet. He was also quite operational in Trillian once Trillian had formed a bit more. He was in our Management Committee meetings, he was one of the people that phoned me to try and talk to me after I resigned. He was quite active in Trillian.

3.4. Salim Essa. I had a relationship with Clive since I decided to take on the position. Clive then decided to explain the shareholding and the structure of what Trillian would be like from an organisational perspective. Clive explained to me that there was a holding company called Trillian Capital Partners (TCP). TCP would have numerous subsidiary companies. The subsidiary companies were TMC, of which I was the CEO; Trillian Financial Advisory (TFA) of which Ms Mothepu was the CEO; Trillian Securities did not have a CEO, Eric Wood was acting as the CEO; Trillian Asset Management (TAM) of which Daniel Roy was the CEO; and in the very early days we had Trillian Properties which Clive explained to me Mark Pamensky was the CEO of. Clive then proceeded to explain that we had a boss, and that boss was Salim Essa. He was the majority shareholder which made Trillian a fully BEE-Black owned organisation. Salim owned 60% of the business.

Adv Vanara: The organogram of TCP, is that the organogram in annexure C on page 27 of your statement. Is that correct?

Ms Goodson: Correct.

Adv Vanara: You may proceed. I am sorry for interrupting.

Ms Goodson: Thank you. Clive then also explained to me that Salim was somewhat also operational in the sense that he was very involved in the business, and not one of those shareholders who sort of just left it to the CEOs. He would help get us business. Clive made it clear that the relationships that our major shareholder had enabled many opportunities. Salim was the boss, and he made the final decisions. If there were any important decisions that were not so much operational that need to be made, Salim was the person we would have to go to. ICM, specifically Clive, was the conduit to Salim. Whenever I would ask Clive questions in terms of what do I do in certain instances, he would say; “Let me speak to the boss. I’ll get back to you”. The boss was Salim Essa.

3.5. Eric Wood. Eric Wood I met quite early in my introduction to Trillian in the sense that he interviewed me if I can call it that. The first time I met Clive, I met Eric Wood as well as Mohamed Bobat. That was part of my interview process. I thought it was weird. I didn’t ask questions until later. I asked Clive; “Why do I have to meet these people?” Clive explained to me that Eric Wood would be joining Trillian later. I met Eric in 2015 still. He explained to me that Eric was associated with RCM, and that the company would be dissolving up. And when it does, Eric would be joining Trillian. I met him once, at most twice in 2015, and then saw him again a little bit more in 2016. Eric came over to Trillian with quite a few people that transferred from Regiments to Trillian. He became the CEO of TCP on 1 March 2016 and had a relationship with all the employees that had transferred from Regiments. I didn’t have that relationship with him though. Up until 1 March 2016, Eric was involved in Trillian and the decisions that would be made in Trillian, but not so actively. Clive was very active. After 1 March, Eric had an office with us and was involved a lot more in the day to day decisions and operations, but prior to 1 March, not so much because he was still based at Regiments.

3.6. Mark Pamensky. I met Mark Pamensky formally at the offices of ICM in late 2015. He was very often there, and whenever I would go and speak to Clive, he would be hovering in the court yard, so I never really understood who he was until we had a Senior Management meeting in Trillian in early 2016 where I was told that he would be the CEO of the properties division. I have very bad habit of being a smoker, and Mark Pamensky is a smoker as well, and we would very often go to the smokers section and talk about what we do over the weekends, and that was one of the times when he had his CV with him and he asked me to review his CV, and I asked him why, and he said that he was applying for a Board position. I didn’t ask him more details than that, but I sat there with a pen and basically started making changes to his CV. All I knew was that he was a property specialist and that was it. That was in January/February of 2016. Shortly after that Mark left, and I never saw him much, but we shared offices so we would always be in the same building. He was there for the one Senior Managers meeting we had in early 2016, but then he did leave after that.

Adv Vanara: Were you aware at the time that Mr Mark Pamensky had previously served on the Eskom board?

Ms Goodson: No. I probably should read the news more often, or should have back then. From what I know right now, it became apparent to me when articles broke about him. I am sure that somebody could have mentioned it to me at the time, but right now I can’t remember the specifics about when I did realise that. But I do know that when articles broke about him being on the Eskom board, it resonated quite a lot with me, and I was shocked. We had one board member from Transnet on the one side, and another board member from Eskom on the other. And he was the CEO of our properties division that was looking after Transnet’s property portfolio.

Adv Vanara: Let’s move to 3.7.

Ms Goodson: Okay. That is Mr Ashok Narayan. I met Ashok at most twice. One very significant incident was when the directors of a company called ’Cutting Edge’ accused me of not acting fast enough to get payment from Eskom. They were quite upset with me. To get this whole misunderstanding mitigated, we needed a mediator, and that mediator was Ashok. There was this urgent meeting called at ICM offices with these two directors; Santosh Choubey and Althaaf Emmally. Clive was there but he didn’t tell me what the meeting was about. I walked into the meeting, and Ashok basically acted as the mediator between the misunderstanding. Salim was also there. In the meeting, we were speaking about the expected payment from Eskom for the procurement work on the Top Engineers programme. I didn’t think much of it at the time, it was one of the first times I met Ashok. However, after my resignation, amaBhungane wrote an article about Homix (Pty) Ltd, a letter box company, and they had this infographic of how money was moving within this organisation, and in the middle of this infographic was a picture of Ashok and it made me so concerned. I didn’t think anything significant about Ashok that day when we had this issue with Cutting Edge until I saw this amaBhungane article in hindsight. This is one of those instances where it wasn’t initially in the PP’s statement because the article hadn’t broke then, I didn’t think there was anything significant about this gentleman.

Trillian had another subcontractor called E-Gateway. E-Gateway wanted to know when they were going to get paid. They believed me when I told them that “I don’t know what’s going on in terms of invoicing and process” and they said “Fine. We are going to sort it out”. And they would just go upstairs to Salim’s office. From what I understand from the Personal Assistant (PA), when Ashok was in South Africa, he would be in Salim’s office, which was one level above the ICM offices in Melrose Arch. “They” (E-Gateway) would go to him and come back down and say “Fine. We will see you the next time we come to South Africa”.

Adv Vanara: 3.8.

Ms Goodson: Hamza Farooqui. I met him for the first time when I met Garry Pita in January 2016. We went for dinner with Garry Pita. Eric had arranged the dinner with the Oliver Wyman directors, and Hamza was there. I didn’t quite understand it. I spent the next day with the Oliver Wyman directors and I asked them if they knew the significance of Hamza being there and they just said to me that they had met Hamza in Dubai, and because of that relationship with Hamza, they met Salim and that was the reason they were having the meeting. The significance is that Hamza has a brother, Sahdi Farooqui. Every single time I met with the directors of E-Gateway, Sahdi was there also. When I introduced myself to Sahdi as TMC CEO, Sahdi would say “I am the driver”. There was no significance to me between these two gentlemen because I didn’t know what they did and they could’ve been just drivers. When the article broke later on in the year about the bank Salim Essa was trying to buy with Hamza Farooqui I started getting sight of how this “big wheel” was turning and it disturbed me significantly, and that is why this specific section is in my statement.

3.9. Santosh Choubey. He was a director of a company called Cutting Edge Commerce. Cutting Edge was the subcontracting company that looked after the procurement work stream for the Eskom turnaround programme. When I queried why we had to use a subcontracting company to do the work, Clive said to me that “Salim had an interest in it so we just have to work with it”. Santosh’s significance to me was that he was a director for Cutting Edge together with 3.10 Althaaf Emmally who is also a director for Cutting Edge. Whenever there was a query about the procurement for the Top Engineers programme, those were the two gentlemen that I always dealt with.

3.11. Javed Khan. He is a director for a company called E-Gateway. My understanding is that E-Gateway had two branches. One in Dubai and the other one in India. Javed was based in Dubai. E-Gateway was the preferred supplier for resources for the generation work stream on the Top Engineers programme. Javed was my contact whenever there were queries or operational decisions to be taken. Initially that’s how it started. As the relationship progressed, it turned out that E-Gateway would also be involved with the Duvha Three boiler replacement. Javed discussed and negotiated quite significantly when it came to the Duvha project as well.

3.12. Atul Mishra. He was introduced to me as a director for E-Gateway.

3.13. Tebogo Leballo. I met him in 2015 at Regiments. He introduced himself to me as the CFO for TCP. We worked quite closely from 2015 up until my departure from Trillian. My understanding of his role in the organisation is that money would never be managed at the subsidiary level. Clive told me that all monies would be managed centrally through Tebogo as the CFO of the Group. He had insight into all the invoices and payments. I worked with him quite closely. TMC forecasted cash flow was quite significant, and my forecasting assumptions obviously fed into his budgets quite significantly as well.

3.14. Vikas Sagar. He is probably the one person I had more interactions with, than I did with Clive. Vikas Sagar is a director for McKinsey. He is based in the Johannesburg office. He was my point of contact at McKinsey for anything related to the Top Engineers programme at Eskom. We spoke multiple times. All information I needed to understand on the scope of work, assumptions on the work, revenue of the work at Eskom, and everything else that I felt I needed, he was the person to give it to me. He introduced me to his team, we had meetings most of the time, I met with him probably on two occasions in Salim’s office. He was quite significant in my operational dealings at Eskom.

3.15. Bernhard Hartmann. He is a director from Oliver Wyman from the Dubai branch. I met Bernard for the first time in January 2016 together with a colleague of his Maarten De Wit. I was introduced to him by Eric Wood when Eric was still at Regiments. The day I met Bernhard Hartmann was the day I met Garry Pita for the first time. During informal conversations on smoke breaks I asked the question; “How did you come to be here?” and they told me that Hamza had introduced them to Salim in Dubai. They had some sort of arrangement that would bring them to South Africa. When they got to South Africa, it was Eric that would subsequently execute that arrangement. What subsequently executed was the meeting with Garry Pita, the meeting with Anoj Singh the next day – which I will go into more detail later; and the meeting with Minister Van Rooyen later on the next day. They were trying to showcase the capabilities of Oliver Wyman and how they could add to the efficiencies in South African SOEs.

3.16. Maarten De Wit. He was just another director of Oliver Wyman with the same objective and story in terms of how he had met.

3.17 Edwin Mabelane. I do not remember his formal title, but I can tell you how I met him. I was instructed to meet Matshela Koko. I eventually had a meeting with Matshela Koko about some issues which I am sure we will discuss later. At that meeting with Matshela Koko, he introduced me to Edwin Mabelane and told me that for the issues I had raised at that meeting, Edwin Mabelane would be the person to help me. Edwin Mabelane subsequently became my contact person with Eskom when I experienced issues with the Top Engineers programme or issues with McKinsey, or when I was just simply instructed to do so. So when the E-Gateway gentleman needed to discuss Duvha, I was instructed to arrange a meeting with Edwin. I worked quite closely with Edwin that maybe in my tenure I met with him about four or five times.

3.18 Matshela Koko. I was instructed by Clive that part of my job as CEO of TMC was that I should develop relationships with my key stakeholders and that I need to nurture those relationships. I was told that one such key stakeholder was Matshela Koko. To open the door and enable such a relationship, the initial contact was already made for me. The initial contact was communicated to Clive, and he said that “We have arranged for you to meet after a certain press conference. The rest is up to you”. At the first meeting with Koko, he then said to me that “Edwin is your guy”. I did understand that Koko was somebody who would support me if I encountered issues through working with McKinsey at Eskom.

Adv Vanara: Sorry. Just under 3.17.on page 11. You reference to Annexure AB in capital letters. What is the significance of that annexure, or what is the annexure about, without necessarily going to the annexure?

Ms Goodson: That talks to my initial meeting. It is an email thread in total of about five pages. It effectively shows how this initial meeting was planned and scheduled. I received a call from Clive around February saying that Matshela Koko was one of my key stakeholders and there was a meeting arranged for me to meet him after a press conference in early 2016 where the Executive of Eskom were presenting the stability of the grid and the maintenance schedules. The press conference was held at Megawatt Park. The arrangement communicated to me by Clive was that Koko was expecting to see me straight after the press conference. The email thread to an extent talks about how Ms Noluthando arranged for that. When I introduced myself to Koko after the press conference, he said to me that “We need to talk further. Please arrange to meet with me”. We picked up the thread, Jeanette de la Rey is Stanley Shane’s PA, and so she assisted in arranging the meeting. That is the significance of Annexure AB. the meeting was confirmed and held on 10 February.

Adv Vanara: On page 12, having been introduced to Mr Mabelane, in paragraph 3.17.5 you say; “Edwin afforded me the opportunity to recommend changes to the SD&L annexures of the contract. What are you talking about here?

Ms Goodson: When I started actively working with McKinsey from January 2016, it was difficult working with them. At that time, Trillian had no people, it was just me. My COO joined effectively in the first week of January. Trillian consisted of two people. McKinsey wanted to effectively hit the ground running, to start the work, they already had teams going to Majuba power station, and here is Trillian saying “We want to be part of it. We want to develop our people as well”. It was difficult because McKinsey would say “Why do you want to bring people in, why do you want to have relationships between consultants?” there was one leadership meeting with McKinsey where one of the very senior partners just said “Take your 30% and go!” I escalated that issue to Clive and said to him that “Is this thing even possible, how are these people supposed to be developing the IP and helping us develop as a company if they are not even prepared to listen to us?” I noted that and subsequently presented it to Salim. Salim then said “Okay, we are going to fix this because clearly the supply development understanding was going nowhere”. It was really my intent and that of my COO to build this company. When I presented that note to Salim he just smiled and said “Bianca don’t worry. It is sorted”. The next morning Vikas phoned him and apologised. But that started the ball rolling with the issues with the SD&L. By the time I met Koko, he had sight of that note I gave to Salim. That note was emailed to Clive and printed and sent to the meeting that I had with Salim. I don’t know how Koko got it, but he had the note. When I met with Koko on the 10th and he introduced me to Edwin that was one of the agenda items, the fact that the relationship with McKinsey was not in the spirit of SD&L. And that is what led me to cry in front of Koko because it was a relentless relationship with McKinsey. Koko said to me, “Don’t worry about it, you have a view in terms of what could help”. And I did have a very strong view. There need to be firm KPIs (Key Performance Indicators) that said McKinsey had to help develop us. They had to make sure that we had people there. How else are we supposed to do skills transfer? Edwin sent me the Master Service Agreement (MSA) for the Top Engineers programme in the state that it was at the time. He sent it to me on 12 February with all the annexures. The way it was structured was that you have the MSA agreement and quite a few annexures. There was an annexure for each different work stream. One of which was the SD&L one. I had seen quite a few agreements between Eskom and McKinsey, and McKinsey and Trillian. There was a subcontractors agreement that was been negotiated around about the time that I left between McKinsey and Trillian, and that forms part of my annexures. There was a partnership principles document that the directors from McKinsey had sent to Clive and Eric, talking more about the culture in which the two companies would work together. There was the SD&L and the MSA that governed the relationship between Eskom and McKinsey. I had reviewed all three, and in my opinion they didn’t talk to the spirit of supply and development at all, or the number of people that would be transferred, training, or any skills transfer. So when Edwin sent me those SD&L annexures, he said to me that I should change it support the spirit of SD&L, and I did. I put in KPIs, I made two versions; I used track changes, and one version that was quite prescriptive. It gave a view in terms of how building a company with only two individuals at the time but envisaged to have 150 employees by the end of the year, how that transition could help, and how it could become a leading black management consulting company. I also made a more succinct version just because all the contracts seemed pretty short. I thought maybe these KPIs could be enforced.

Adv Vanara: Your view at that point in time was that McKinsey had viewed Trillian as a supposedly development partner, but in terms of their action, you were nothing more than a company that brought them business?

Ms Goodson: They did not invest in building Trillian, not in my interactions. Maybe they did stuff in the background that I didn’t know of. But as the CEO of TMC, and considering that the Top Engineers scope was predominantly management consulting, they did nothing to develop it. Eventually after the steering committee meeting on 9 February 2016 which Anoj was chairing for the Top Engineers programme, he was very vocal saying, “Where are the KPIs, where is the enablements of SD&L? The steering committee meeting was cut quite short and McKinsey had to go and rework the agenda for that specific steering committee meeting. That is what obviously added to the tension. After the steering committee meeting, McKinsey appeared a lot more willing to start discussing these KPIs and so forth. Prior to that, they had a team of at least 12 people working at Majuba power station toward the turnaround, of which Trillian had two. When I kept on pushing and asking why we couldn’t bring more analysts, more consultants, more people to shadow your people, they were like; “No, no, no, we just want your experts!” If you want an expert for a power station, you are not going to get a young person who needs to be developed, you are going to get your more mature seasoned people. TMC was not going to become a specialist company, we were going to become a management consulting company. Even when they did say “Yes, bring your people and shadow us. It wasn’t even in the true sense of like we are building anything. It’s like we want you to bring people that are not going to be adding any value to your organisation”.

Adv Vanara: Okay. Can we move to 3.19. briefly?

Ms Goodson: Mohamed Bobat.  I was interviewed by a few people when Trillian was figuring out if they wanted me to join. First and foremost I was interviewed by Eric Wood and Mohamed Bobat, straight after that I was interviewed by Clive. A few days after that I was interviewed by Salim. Mohamed Bobat was interesting because Clive said to me that the intention at the time was that Mohamed would take my job. He was basically insurance that if I didn’t do a great job, Mohamed would be the CEO of TMC. So I asked the question, “Why didn’t he, why are they even trying to get me, why didn’t Mohamed take it?” and Clive said to me that there were other plans for Mohamed. Mohamed and my relationship particularly was around COGTA (Department of Cooperative Governance and Traditional Affairs). Clive’s context about “other plans for Mohamed” came clear around December 2015 when I read in the newspapers that Mohamed was working for Treasury and shortly after that went with Minister Van Rooyen to COGTA. On 11 January 2016, I met Mohamed again at the MISA (Municipal Infrastructure Support Agent) head offices in Pretoria. Mohamed helped arrange a meeting between myself, Eric, the two directors from the Oliver Wyman Dubai office, Minister Van Rooyen, Mohamed Bobat, and Ian Woodley. My understanding from Eric and Clive was that Mohamed would be the person who would help us get work from SOEs we don’t have a relationship with already. Trillian had a relationship with Eskom and Transnet because some of the contracts from Regiments were transferred to Trillian, but there were certain departments that Trillian was not involved in, and Mohamed would be the person that would help. I worked with him quite extensively via email in compiling an unsolicited proposal for COGTA with the Oliver Wyman Dubai directors.

Adv Vanara: On page 16 you discuss the Trillian business operations. I am interested in paragraph 4.6.1 to 4.6.3. Can you explain the business operations of Trillian?

Ms Goodson: I accepted the offer of employment in November 2015. In December 2015 I was introduced to E-Gateway for the first time and I didn’t understand why. At the time, I didn’t fully appreciate the scope of the Top Engineers programme. Without really having a scope in terms of the scope of what work we really need to do, I was introduced to this delegation from Dubai and India, and through them I started to understand the scope of the generation work stream. I went back to Clive in early 2016 and I asked him why we have so many subcontractors, and he would say to me, “Our bosses are interested in these companies as I mentioned earlier with Cutting Edge, and we will work with them”. When I questioned him in early 2016 he said to me “But we don’t have people and the work needs to start”. But then I questioned; “We are supposed to be a proudly South African business, and E-Gateway wasn’t. How were we going to be building up our own skills?” Clive was just like, “We need subcontractors right now. We don’t have people, we need to work with these people. The boss has decided. That’s it!” The two specific subcontractors Trillian worked with in my tenure was E-Gateway and Cutting Edge. A subcontractor agreement did exist between Trillian and E-Gateway because I signed it. I never saw a subcontractor agreement between Trillian and Cutting Edge. Is that okay?

Adv Vanara: Yes. I just want you to specifically zoom to paragraph 4.6.1, 4.6.2, and 4.6.3 – the gist of the business operation model.

Ms Goodson: Straight after I joined, I was introduced to a lot of people, Cutting Edge been one, the directors of McKinsey – Vikas Sagar and Dr Alex Weiss. Clive explained to me that when you get these big projects with SOEs, the consulting companies would normally be compelled to build up a smaller consulting company, in this instance Trillian was the smaller consulting company. I had never done tender submission work before. Working in mining, and from the history that I explained to you, this was very new and I thought that we were very fortunate that we could work with McKinsey. Clive started explaining to me that that was the modus operandi. Trillian just had the two employees between January and February. We didn’t have history, service offering, or a company profile for the first three months, so how do you get this work? These were questions which I would ask Clive. He would say that “We have the relationships with the big consulting companies. To have access to our relationships we will be the supply development partner for them and they will build us up. Through that relationship we will build a management consulting company”. As such we never contracted directly, the contracts with any of our clients. There weren’t even contracts. When I left Trillian, the MSA wasn’t even signed. The agreements would be with the SOEs or departments and a major consulting global firm that had the reputation, resources, and carry clout in terms of quality of delivery. Trillian would be the subcontracting supply development partner to those. McKinsey happened to be that consulting company at Eskom. Oliver Wyman was considered for similar work at COGTA. So, we would never contract directly.

Adv Vanara: Can you for the record on page 15 of your statement read from paragraphs 4.6.1 to 4.6.3? Just read.

Ms Goodson: Okay. 4.6.1. Angel acknowledged that TMC was a newly formed company without a history of doing work in the public sector. TMC’s business model was that work is secured through Essa’s relationships and TMC benefits from these relationships through ‘supplier – development’ agreements.

4.6.2 As such, TMC did not directly conduct any work with government departments or state-owned entities like Eskom, Transnet or CoGTA.

4.6.3 Rather, TMC secured the work and thereafter passed the work over to internationally recognised companies and acted as the supplier development partner of choice, with roughly a 50% share of revenues. The companies that I was instructed to work with, included McK South Africa and OW Dubai.

Adv Vanara: Thank you ma’am. Can you take the Committee through the invoicing for the work supposedly done by your company for Eskom, and the payment?

Ms Goodson: During my tenure at Trillian, I saw one invoice. And that was for R30.6 million for a corporate plan. The invoice was submitted to Anoj Singh in February 2016. The invoices that I eventually saw for Trillian’s work were in the public domain through articles later published and when I was working with Geoff Budlender. The invoices are interesting because I need to tell you what was happening at the time and also in hindsight. What was concerning was that up until 1 March 2016, TMC had two employees, myself and my COO. We didn’t do billable work. We were establishing the company. So we were focusing on getting business processes in place, on recruiting, on getting the structure of the organisation ready to accept the individuals from Regiments that would move over from 1 March. I was just understanding the relationship with McKinsey, and I was just understanding the scope of work we had just secured. So when I saw the invoice for R30.6 million, I didn’t know what it was for. It didn’t make sense to me.

Adv Vanara: In your understanding, did it relate to work supposedly that you or your COO would have done for Eskom?

Ms Goodson: From TMC as a subsidiary, absolutely not.

Adv Vanara: But this R30.6 million payment was made in whose favor?

Ms Goodson: It was invoiced from TMC. I don’t know if it was paid. In my tenure, I have no idea.

Adv Vanara: On page 22 where you deal with Eskom’s transactions, there are two transactions you are discussing – the Top Engineers programme at Eskom, and the Duvha boiler replacement project. Can you roughly take the Committee through the Top Engineers programme at Eskom?

Ms Goodson: My understanding of the Top Engineers programme at Eskom also changed. I will tell you what it was initially, and how it changed later. My understanding initially was that the Top Engineers programme was put together to increase efficiencies at Eskom. I bought into that, and it was because of the Top Engineers programme that I actually accepted to work at Trillian. The work streams consisted of the generation work stream, which would look at the fleet at Eskom and try to increase the EAF. The EAF was assumed to be around 60% for the fleet on average. I stand to be corrected. Generation of power was supposed to increase. Then there was the primary energy work stream which looked at capital optimisation of the coal mine and looking at reducing the price of coal. There was also the claims work stream which would look at Eskom trying to recover project costs from Kusile and Medupi. There was also a procurement work stream which looked at pure bottom line savings based on procurement. The intention behind these work streams initially appeared to me to be in favour of making Eskom a much better organisation and a much more efficient organisation.

McKinsey was initially driving the delivery lead on that and obviously Trillian would be the supply development partner. Earlier on when I met with Clive, he sent me the first view of cash flow for the programmes, and the cash flows for the programme were quite significant. It wasn’t the R475 million I initially thought it was. It was actually projected to be R10 billion over three years. This R10 billion is informed to me by an excel spread sheet that was sent through to Clive Angel from Vikas Sagar. It detailed each work stream and the expected revenue from that. The spreadsheet was sent to me a month later slightly revised and the R10 billion became R8.6 billion. The work streams were still the same. In each spreadsheet there was a percentage allocation to which McKinsey and Trillian would get revenue. That is what I understand from a commercial arrangement of the Top Engineers programme.

I understand that the Top Engineers programme was also on a very different type of contractual structure from what typically management consultants would do. From my experience in management consulting, it is normally time and materials billing. This specific contractual agreement was different. It was regarded as being 100% at risk which in essence meant that the consultants only got paid once they demonstrated efficiency improvements to the client.

Adv Vanara: What was your company meant to do on the Duvha boiler replacement?

Ms Goodson: Informed by my background in mining, I understood the Duvha replacement project to be very much an EPC type project where the boiler literally needed to be replaced. It wasn’t a management consulting project in any way. However, the relationship with Trillian and the Duvha project was E-Gateway. E-Gateway, Javed specifically said to me that they are doing the Duvha replacement. I saw what I thought was a contract where there is a specific Chinese company, HYPEC, that actually had a relationship with Eskom. I don’t understand a relationship between that company and E-Gateway at all, but I do know that E-Gateway asked for an audience with Edwin Mabelane to discuss Duvha. They were bringing in people from Dubai to work on Duvha. Trillian was requested to be their BEE company for this work, TMC specifically, and TMC needed to help them get their team members’ visas. I was involved in helping E-Gateway do this work, but TMC was not going to do work.

Adv Vanara: Can you share with the Committee what the relationship between Trillian and COGTA was?

Ms Goodson: I did not have a relationship with the Minister, I had a relationship with Mohamed Bobat. He was the conduit to the Minister. Oliver Wyman was chosen to be the global consulting company to work at COGTA. During the meeting with the Minister, he mentioned that there were some opportunities that related to the ‘Back2Basics’ programme. Oliver Wyman went back to Dubai and started drafting an unsolicited proposal to try and address that need. Mohamed Bobat was the person who gave direction in terms of how the proposal should be structured. When there was a question that the Oliver Wyman directors needed clarity on to ensure that the proposal was structured sufficiently, I would be the conduit of communication. I would send the email to Mohamed and say “Oliver Wyman needs clarity on this” and he would reply and say “fine, I will caucus with the Minister and get back to you”. I have annexures of emails backing that up.

Adv Vanara: Were you at any time involved or at a meeting where you personally met the Minister?

Ms Goodson: Yes. That was on the 11 January 2016. It was in the afternoon some time. The meeting was attended by Mohamed Bobat, Ian Woodley, the Minister, myself, Eric Wood, and the two directors from Oliver Wyman Dubai. At that meeting, Oliver Wyman presented the organisation’s capabilities in the public sector. They presented a lot of work and exposure that they had in Dubai. Before that meeting, Eric had asked me to compile a company profile, which was incredibly difficult to do because there were only two employees at the time, there was no history, and we hadn’t done any other work. I compiled a presentation that consisted of about six slides. They were so generic, and that was presented to the Minister. Two days later, the communication started between Trillian, Oliver Wyman, and Mohamed Bobat to compile this proposal.

Adv Vanara: How was this meeting with the Minister arranged?

Ms Goodson: It was arranged through Mohamed Bobat and an administration lady whose name I cannot remember. It is all in the annexures. We were told what the protocol would be in terms of addressing the Minister, we arranged the times and all that for the meeting, but particularly it was with Mohamed.

Adv Vanara: Would it be correct to say the meeting was arranged through email communication which forms an annexure to your statement?

Ms Goodson: Correct.

Adv Vanara: Is it correct that in the meeting the Minister shares with the attendees the plans for the department, which includes the ‘Back2Basics’ programme?

Ms Goodson: Correct.

Adv Vanara: Subsequent to the meeting, is my understanding correct that proposals were to be prepared by the potential service providers for the department?

Ms Goodson: Correct.

Adv Vanara: In your understanding, were those proposals subsequently made?

Ms Goodson: I don’t know. The proposals were still been discussed by the time I left Trillian.

Adv Vanara: In conclusion, I just need to reaffirm my understanding of your testimony, and please correct me if I misunderstood your testimony. My understanding is that TCP and its subsidiaries were formed specifically to deal with the public sector?

Ms Goodson: That is correct.

Adv Vanara: And at the time you left the focal points were Eskom, Transnet and COGTA?

Ms Goodson: Correct.

Adv Vanara: And that there was no need for you to bring in business because there was already business?

Ms Goodson: Correct.

Adv Vanara: And that this business was not going to be discharged effectively by your company, but the role of your company was to introduce these international companies to these public sector entities?

Ms Goodson: Correct.

Adv Vanara: That is in line with the business operations that you have outlined before the Committee. Is that correct?

Ms Goodson: Correct.

Adv Vanara: And that for your company introducing these international companies to SOEs and public sector departments, your company would get an introductory fee?

Ms Goodson: Trillian acted as a supply development partner. From the excel spreadsheets with McKinsey, the revenue split would be a percentage for the entire duration of the contract. In that instance it was three years. I don’t know about Oliver Wyman and COGTA, but that is the remuneration model that I understood.

Adv Vanara: So the benefit is “We introduce you to this big international company, and our benefit as a company is that we become this development partner. And that is how we earn the fee?

Ms Goodson: Correct.

Adv Vanara: What do you mean by “this being a three year project”?

Ms Goodson: When you read the annexures and the MSA of the Top Engineers programme, there is no tenure/ timeline with it. But when you look at the full, you see the full cost laid over three years. And I asked Clive “how long would we be working with the organisation”, and he said “it was for the current dispensation”. For clarity I asked; “How long do I forecast my budget?” he said “up until 2019”. All the work I did for TMC always looked at a cash flow and forecast up until 2019, and not beyond that. I always questioned Clive “What happens beyond that, because we are building a company that is going to last more than three years. He said “We are going to consider those options when we get there. For now, our relationships were for three years”.

Adv Vanara: Were your sights set on any other public sector department or client in terms of planning? I know your stay was very short.

Ms Goodson: Eric gave me the assurance that I could include Transnet as part of my forecast, Eskom, the Free State municipality, and assumptions made for COGTA.

Adv Vanara: No further questions, Chair.

Discussion
Chairperson: What was the R26.9 million plus sum that was called a ‘professional pro rata share of the Eskom plan deliverable’. Did Trillian make the plan or was there someone from Eskom who made the plan and thereafter gave it to Trillian to invoice, and Eskom paid the R26.9 million?

Ms Goodson: On 31 January 2016, TCM had two employees and those two employees did not do this work. I know this because I was one of the two employees. We did not do this work that was invoiced. If this is for anything else, I do not know. But on that date for that amount which is R30.6 million including VAT, I didn’t do that work, and my COO did not do that work

Chairperson: But do you know of any transaction that went into the bank accounts of Trillian for R30.6 million?

Ms Goodson: Later when I was working with Geoff Budlender, I believe this was one of the invoices which was eventually paid. At the time when I was at Trillian, I had absolutely no sight of any of the financials. I didn’t compile this invoice, I didn’t process this invoice, and I certainly didn’t have any insight into any Trillian accounts to check if this invoice was paid or not. But based on Geoff Budlender’s report it appears as though this invoice was paid.

Mr M Gungubele (ANC): What seems strangely to cut across your work in that short time as TMC CEO, is I have no sense of whether you had a plan on the basis of which you were supposed to be doing your work. Assuming that there is an element of fiduciary imperative at your level for having such a plan, can you explain what situation was about a plan in that short space as CEO?

Ms Goodson: I did not have formalised Key Performance Indicators (KPIs), performance plan, job description, performance appraisal, or formal expectation settings with my manager, Clive Angel. My relationship was that the expectations were communicated to me on that day and I had to execute against them. There was no formal structure. I had an informal plan to build a consulting company with great IP and great skills.

Mr Gungubele: I guess consulting companies do not have a common perspective. In your situation, where would you have secured the perspective of that company? Whose plan was in your mind?

Ms Goodson: It was clear to me that the plans I was directed to execute were communicated from Clive Angel. And he would very often tell me that he would get the instructions from the boss, which was Salim Essa. So the expectation was always how I executed against those plans.

Mr Gungubele: Were you not concerned about this situation?

Ms Goodson: My concern grew with time. In the beginning when I joined the organization, I was still trying to understand the landscape. By the time I resigned, which was two and half months into the job, I was concerned and I did resign.

Mr Gungubele: When did you resign?

Ms Goodson: I resigned on 19 March 2016.

Mr Gungubele: If you had no plan, and they decided to fire you in February, on what basis would you refuse to go?

Ms Goodson: On a personal basis, if an employer doesn’t want me, I would walk away.

Mr Gungubele: So you don’t like conflict?

Ms Goodson: I am okay with conflict, but there has to be logic in it.

Mr Gungubele: It appears that in a short space of time you had interaction with a lot of people including SOEs. Am I correct?

Ms Goodson: Correct.

Mr Gungubele: You were having interaction with them in pursuit of consulting with you being a service provider to whom?

Ms Goodson: Absolutely.

Mr Gungubele: Who was your direct client?

Ms Goodson: Eskom.

Mr Gungubele: What were your engagements with Eskom about, and Mabelane being your main contact?

Ms Goodson: Particularly, towards the scope of work where teams were on the ground starting to deliver in line with the scope of work for the Top Engineers programme which was those four work streams I explained earlier. In addition to that, my role was to ensure that TMC was built as an organisation. I wanted to build the skills and human capital in that organisation.

Mr Gungubele: You are also saying that you were called into a meeting with a director of Cutting Edge, Choubey, who was going to be subcontractor to the consulting unit of which you were CEO. Did they subcontract?

Ms Goodson: Cutting Edge had a significant presence in Megawatt Park in terms of the number of full time employees working together with McKinsey on the procurement side. In total they had about seven team embers that worked every day with the McKinsey team on procurement. That suggested to me that they were subcontracted. The reason I am saying “suggested” is because I personally have not seen an agreement between Trillian and Cutting Edge. I have with E-Gateway, not Cutting Edge.

Mr Gungubele: So you are saying they were presumably subcontracted, what would have been the evidence that Cutting Edge was subcontracted?

Ms Goodson: A written contract.

Mr Gungubele: Between them and who?

Ms Goodson: TMC.

Mr Gungubele: But you never had that?

Ms Goodson: I did not see one. I asked Clive about it, he told me that it had been handled.

Mr Gungubele: There is also another strange development where you were being asked by Angel, if I am correct, to look for a chairperson for the TCP board which is a holding company, and TMC was a subsidiary company. The board of TCP is a very high level principle structure. Can you explain why you were asked to look for chairperson of such a structure?

Ms Goodson: Just a point of clarity on that. Stanley Shane, Marc Chipkin, Clive Angel, and Eric Wood were compiling a business profile. It was instructed from Salim because he was looking for a chairperson of the board. I assisted them in the compilation of the business profile. I didn’t assist them in finding a chairperson of the board.

Mr Gungubele: The way it is written in paragraph 3.3.3 where it says; “As Essa was trying to find a chairperson for the TCP board. They passed this work on to me”. That is bigger than what you are explaining.

Ms Goodson: Let me make that clear. They passed the work of the business profile compilation on to me.

Mr Gungubele: It would be important to clarify that, as the way it is now is like the entire work was passed on to you. You can understand my frowning that looking how high that structure was, how would you be responsible – heading a subsidiary – to actually look for a chair? In other words it is like hiring your bigger boss. You said there was never billable work during your period, and you say that business was already there, and until you left there was no billable work. What would be the primary defining element of your performance in the absence of your billable work?

Ms Goodson: I would envisage in that instance it should be the establishment of the organisation, what we had done, and what existed by the time I left was a structured organogram representing a structured organisation, where it would be in 10 months, and a year after. We standardized job descriptions, and human capital. My COO and I focused particularly on getting the human capital processes firm and thorough. We looked at talent acquisition, skills development, retention, promotions, and we focused particularly on business establishment. I believe that would be a key KPI on three months of work and we delivered on that.

Mr Gungubele: You are saying in the email with Choubey that it appeared that Choubey was working for Sahara. Am I right?

Ms Goodson: Correct.

Mr Gungubele: Who owns Sahara?

Ms Goodson: Oakbay.

Mr Gungubele: Who owns Oakbay?

Ms Goodson: I believe the Gupta family are major shareholders in that.

Mr Gungubele: What do you understand by these people “E-Gateway”?

Ms Goodson: They were power generation specialists that helped in increasing efficiency of power stations.

Mr Gungubele: How did Tebogo tell you that the Minister would be removed on 16 March 2016?

Ms Goodson: Tebogo didn’t tell me, he wrote it on Ms Mothepu’s notebook that “they are replacing the Finance Minister. At the time the Minister was Mr Gordhan.

Mr Gungubele: I would like to express my gratitude for the bravery you have displayed coming to interact with us. Thank you, Ms Goodson.

Ms N Mazzone (DA): E-Gateway, Cutting Edge, and Oliver Wyman. I am concerned why everything was linked specifically to Dubai. We are reading in the public domain and we have heard via people that have testified, people that have come forward with information that Ministers went to Dubai, the children of very senior members of government have gone to Dubai, very senior members of government have gone to Dubai, and I want to know if you specifically know why Dubai seemed to be a central point for things to meet and be amassed and decided upon in or through Dubai?

Ms Goodson: I don’t know why.

Ms Mazzone: Did you have meetings with people that were instructing Salim Essa as to what to do and how to do it?

Ms Goodson: No.

Ms Mazzone: Did you have any idea who the boss’s boss was?

Ms Goodson: No.

Ms Mazzone: Did you ever meet with any of the Gupta family? Did you ever meet with the Minister of Energy, the Minister of Public Enterprises, the Minister of Finance, the President?

Ms Goodson: No.

Ms Mazzone: So the only Minister you met with was Minister Des van Rooyen as the COGTA Minister?

Ms Goodson: Correct.

Ms Mazzone: Were there any other employees other than the Cutting Edge people based at Megawatt Park? Did you ever go to Megawatt Park to do work for Trillian?

Ms Goodson: I went to Megawatt Park often. There were two steering committee meetings during my tenure I attended to go and touch base with the Cutting Edge guys because they represented Trillian. The McKinsey team was based at Megawatt Park. There was a presence for the primary energy work stream at Megawatt Park, the procurement work stream was based at Megawatt Park. The claims work stream wasn’t based at Megawatt Park. They were based at another Eskom building. The generation work stream was based at Majuba. I went to Megawatt Park a lot.

Ms Mazzone: Based on the fact that when you worked at Trillian you were a pair – you and the boss – and you went specifically because you had this idea of what was going to be created. Looking back now as an outsider, why do you think Trillian was created?

Ms Goodson: I have an opinion on that. Please respectfully see where I am coming from. I would prefer not to air my opinion in this forum. I think it is important that what I present to the Committee is the information and facts that I have.

Ms Mazzone: I don’t want you to be scared. Whatever you tell us in here cannot be used against you because you are protected by the oath you took.

Ms Goodson: Thank you. In hindsight I believe that I was blatantly lied to. My opinion is that what I was told Trillian would become – a leading black management consulting company – I believe that as a lie. In hindsight it is my opinion that the entity was simply to get 50% of certain revenue. I don’t know who for, or for what purpose.

Ms Mazzone: It is my opinion that Trillian was created to siphon money from our SOEs and siphon this into a direction that certain powerful people wanted. Salim Essa seems to have had an immense amount of power and pull in terms of very important decisions that were taken by Trillian involving McKinsey. His name comes up in various roles and in various SOEs. What was your relationship towards the end with Salim Essa, were things tense, did you approach him, and what was his response?

Ms Goodson: When I had issues with McKinsey, I got the sense that Salim actually liked me. He would always give me assurance that “Bianca is going to be fine”. He was always reassuring to me that “I have got your back. Let me know if you need anything!” On the few occasions that I did see Salim, he was very supportive of me. It was an ‘Okay relationship’.

Ms Mazzone: Did you see a huge amount of consultancy work done by McKinsey, and do you think South Africa got value for money?

Ms Goodson: There were a lot of people that were busy for a long time on the work streams. I don’t have sight of the rate card, and what informed some of the invoices and payment from McKinsey’s side. I know what the forecasted cash flows were, and I know the different payment mechanisms in terms of the MSA. With regards to an opinion whether it is worth it, I don’t know.

Ms Mazzone: The money paid to Trillian that shouldn’t have been paid to Trillian as per your statement and testimony, where did the money go, which bank account, and how was the payment processed when it arrived at Trillian?

Ms Goodson: I don’t know. At the subsidiary level we did not know how money was managed. I did not compile the invoice, I did not process the invoice. I had seen the invoice after it was sent. I was kept out completely, so I don’t know from a cash flow perspective. However, as much as I was kept out, I was instructed to open a bank account. In January 2016, I opened an Absa account which I was informed was the main bank account for TMC. What led to my resignation eventually was that I was instructed to open up a Bank of Baroda account. I was informed that the Bank of Baroda account was to facilitate payment with E-Gateway. I am aware of those two accounts for TMC but I had no access. I did not have internet access, credit card, corporate card, didn’t see any money go in, or pay any money out.

Ms Mazzone: In other words someone is asking you to open a bank account but you have no access or control over what is happening in the account. Is that correct?

Ms Goodson: On 18 March I was informed to go to ICM to sign paperwork to open up a Bank of Baroda account. In addition to the normal Bank of Baroda account paper work that I needed to sign, there was a letter drafted for me which was a blatant lie because it made reference to a meeting on 17 March that said that “the directors had decided that I would open up a Bank of Baroda account and transfer all transactional rights of that account to Marc Chipkin”. I was never at the meeting on the 17th, I never decided that, and I would never decide that. I sat in ICM and forced them to rewrite that letter that Marc Chipkin and I would both transact. The gentleman from the Bank of Baroda said to me that “This is impractical. It means that every time you want to do something the two of you have to do it together”. He even asked me  “and, or?” and I said or. And I signed that letter. And when I was driving home from that meeting I realised how disempowering that was. I realised that these gentlemen from ICM were not necessarily giving me instructions that appeared to be right. None of my previous employers had ever asked me to do something like that before.

Ms Mazzone: You were at Trillian for a short period of time and you resigned quite soon and abruptly. What led to your resignation?

Ms Goodson: The week that I resigned is quite interesting because a lot happened the week before my resignation. I resigned about 6am on 19 March 2016, which was a Saturday. Quite a few events took place that week I resigned. The first event was on Wednesday 16 March 2016 when Tebogo Leballo wrote in my colleague’s notebook that the Finance Minister was going to be replaced. And I thought to myself that I must be going crazy. I didn’t believe what I was seeing. Later on that evening we had our first Excop, and the concern about not having contracts with these SOEs, specifically Eskom, was raised because a significant amount of the assumed revenue was going to come from Eskom. We were all aware of the fact that we were getting paid but we weren’t getting money in. We raised it with Clive Angel and Eric Wood but they said “Don’t worry about it. Everything is going to be fine”. The Thursday and Friday I had raised concerns with Clive regarding remuneration structures specifically for my COO and I because the truth is that my COO and I had moved from Anglo American to Trillian and we were financially worse off. We weren’t on a horizontal basis. We really did take a knock based on what we though the benefit would be and we raised it after the first quarter because we thought we would have demonstrated value after the first quarter. Clive’s response to me raising that query with him, was that it wasn’t up to me to decide. They had already decided. By the time I resigned it was very clear how disempowered I was. I had been told to open a bank account and write off all transactional authority to it. I couldn’t even have authority over my COO’s salary or remuneration structure. And I was working for an organisation where information like Finance Minister replacements was something discussed in the corridors. By the time I resigned, collectively those were the straws that broke the camel’s back.

Ms Mazzone: Has anyone threatened you with any legal action for coming out about this, and has anyone threatened you in any other way? The only way that you keep safe is to make it known as publicly as possible, and this is the most public forum we can offer you to tell us if you have been threatened legally or in any other way.

Ms Goodson: I have not been threatened in any way. My safety has not been threatened and there have been no legal charges laid against me.

Mr S Swart (ACDP): Has any law enforcement agency approached you given the fact that the PP report made substantial findings and it was referred to both the Hawks and the NPA to investigate the whole issue of state capture of Eskom. Has any member of the Hawks approached you following the statement you made on the internet, and following you been before the Committee. I just want to clarify you gave evidence to the Budlender commission and to the PP so that evidence is available. Did anyone approach you following the evidence you gave?

Ms Goodson: I gave evidence to the PP anonymously so I am not sure if that information is available. I did support Geoff Budlender and no one has approached me. I made the statement on the 27 September on the website but no institution has approached me. The only institution that approached me was the PP a year prior when they were compiling the report.

Mr Swart: Have you read the Budlender report at all?

Ms Goodson: Yes.

Mr Swart: And you notice that it is quite scathing about the lack of cooperation. This is a report sanctioned by Trillian itself – Mr Tokyo Sexwale, and there seems to be a total lack of cooperation with that inquiry. Would it be correct that there is a link with Mr Essa and the members of the Gupta and Mr Essa is referred to as ‘the fourth brother’ and neither Mr Essa nor the Guptas have disputed this. The evidence appears overwhelming that Mr Essa, whom you had a relationship with work wise, is indeed very closely associated with the Guptas and in business with them. That is a finding of the Budlender report. Would you have any reason to disagree with that?

Ms Goodson: I have no reason to disagree with the Budlender report.

Mr Swart: We also know that funds deposited from Trillian to the Bank of Baroda account and were then transferred to the escrow account for the whole purchase of the Optimum mine by Oakbay/Tegeta. So your reluctance to get involved with that whole Bank of Baroda bit is understandable. We now know and it is also a finding of the Budlender report that funds from various Trillian Baroda accounts were used to fund that purchase. Would you be in agreement as far as it is related?

Ms Goodson: I have no reason to dispute the findings of the Budlender report.

Mr Swart: We also had extensive evidence from the TFA CEO, Ms Mothepu, sketching the whole background of Regiments and the role of Mr Wood and Mr Essa with Transnet, and then we see Trillian with a focus on Eskom. It seems to me that Trillian became the gatekeeper to these consulting contracts with SOEs. And McKinsey needed a BEE partner which was Trillian, and you were brought in on the basis of supply development which is very good and noble. But then suddenly you have to subcontract 77% of your work to E-Gateway which is in Dubai and has no BEE credentials and that obviously raised problems with you and would’ve impacted your relationship with everyone around, and McKinsey, and I am sure you then started seeing alarm bells, that this is actually a sham. Is that correct?

Ms Goodson: The presence of subcontractors and the extent to which subcontractors did the work did go against what was said to me in terms of TMC being a leading black owned management consulting company. Hence that is why I said in my earlier answer that in my opinion that statement was a lie.

Mr Swart: Would it be correct that McKinsey was expecting you take your 30% and not have any involvement?

Ms Goodson: It is absolutely correct. That was the climate in which I worked with McKinsey. Up to today McKinsey was never explicit in terms of how they would transition the organisation – TMC – from a startup through IP and head count to what would be a fully-fledged business. I submitted a few suggestions and recommendations but I never received response in terms of this is how it would work.

Mr Swart: Your evidence collaborates the evidence we heard from Ms Mothepu to a large degree. Ms Mothepu reached the conclusion in her statement “I am of the view that the payments to Trillian by Eskom were made in contravention of the PFMA and the Companies Act, and are unlawful, and I do not think that the fees paid were reasonable for the value worked, and it could have been performed by the internal treasury division at Eskom”. Is there any reason for you to disagree with that statement by Ms Mothepu?

Ms Goodson: I have no reason to disagree with her, but from my side I cannot also completely agree with her because I don’t know the details of the PFMA or the details of the Companies Act. 

Mr Swart: Let me assist you. One of the articles of the PFMA, Section 51 constrains SOEs to make sure that they act in an honest fashion, that there is no irregular and wasteful expenditure. We now know that the payments Eskom made to McKinsey and Trillian were not in accordance with the PFMA and they are seeking to recover that. It is rather belated in my view. That is just a bit of information that substantiates her view that it is in breach of that and that is why Eskom is trying to recover those funds.

Mr Swart: Were you not surprised that Minister Van Rooyen seemed very satisfied with your proposal on the basis that he didn’t ask if you have capacity to do this work. If I understood you correctly, you were only two members at that time and he seemed very relaxed about your proposal given the fact that Mr Bobat was his advisor at that stage and he would advise the Minister that there was a need for Trillian to do that work?

Ms Goodson: Just for clarity, the meeting with the Minister, we presented the respective organisation’s capabilities. Oliver Wyman presented their capabilities in the public sector particularly as they have worked in Dubai, and I presented what I thought were the capabilities of Trillian, what Trillian would acquire. The Minister seemed happy with the capabilities as presented. Two days after that meeting the proposal compilation started. I don’t know what was communicated back to the Minister because at that point my communication was strictly with Mr Bobat.

Mr Swart: I would like to ask you about the invoice for R30 million. Had you done work to generate that amount? To me it is very logical but maybe you would like to answer that. You generate an invoice and that invoice gets paid, and you seemed to have questions around that. Would you unpack the work you had done by that stage?

Ms Goodson: The original invoice that I saw was submitted to Anoj Singh on 3 February 2016 and I had been working for Trillian for 33 days. My COO had been working for Trillian a week after I joined. In effect the invoice was initially sent to Anoj Singh. There were effectively two employees at TMC and we had not done any billable work. That invoice was dated 31 January 2016 although it was sent to Anoj Singh on 3 February 2016. There was a cover letter attached to that invoice that contained my signature. I did not write that cover letter, sign it, or compile the invoice. I didn’t distribute the letter and invoice to Anoj. I didn’t process that invoice because I had no sight of payment. I only found out about payment a year later when I saw the information that Geoff Budlender had.

Mr Swart: The academics that created the Eskom Inquiry Reference Book made the comment that “reflecting on Trillian’s dealings with Eskom, it appears as if the Gupta linked consultancy via Mr Essa and the relationship with the Guptas that is set out in the Budlender report and PP report primarily functioned as a conduit through which large sums were transferred to Gupta connected networks. However Trillian, previously Regiments, also allowed communication between top Eskom officials and Gupta officials to be established with some semblance of normalcy. Are you able to comment on that as a bigger wheel or would it be unfair for you to comment on that?

Ms Goodson: Respectfully, it is really important that what I share with the Committee are the facts that are there. My opinion is for my friends at home. And I do understand that it is a safe place for me to share here, but what I would like to share with you are the facts that I have. My statement is informed and backed up completely by the copy of my computer from Trillian.

Mr Swart: I appreciate your comment, but we as Members of Parliament, are also connecting the dots with the different inquiries and fact finding reports we’ve got. When one looks at the Budlender report and the PP report which remember the factual findings of the PP report have not been taken on review by Eskom and therefore they stand. A certain legal part of that has been taken on review by the President, but the factual findings still stand. There is a lot of evidence out there and you have served to collaborate that, and from my side I am very grateful. Thank you, Chairperson.

Mr E Marais (DA): I want to go back to 3.2.8 in your statement where you say “Angel called me and asked me to come to the office to sign a few documents”. In short, you didn’t sign it, you sent him a jpeg of your signature. In the next paragraph you state, “I later realised that the signature I sent to Angel, was used on invoices and formal letters without my consent”.  You resigned on 19 March although you worked until April. That period that you worked, did you at any stage confront Clive Angel about the misuse of your signature on documentation?

Ms Goodson: I raised the query regarding a letter that was sent to Eskom that contained the jpeg. The letter was about the relationship between Trillian and Mohamed Bobat. I just said to Clive in an email that it contained my signature but I didn’t sign it. That is the extent to which I raised the query with him, and not more than that.

The reason why I didn’t is because I have never worked for an employer before where I didn’t trust them. This was the first time and it’s a very weird and new experience for me to have an employer that I didn’t trust. I sent that jpeg to sign what was going to be a payment for our rental. So to see it misused, especially in hindsight was very disturbing. The relationship that I had with Clive was one where I didn’t question him, but when I did question certain things I would be told that “I wasn’t cut out for the job, cracking at the first sign of pressure, naïve, or that they probably made a mistake employing me”. I felt like I was being bullied and I probably should’ve stood up more.

Mr Marais: I want to get clarity with regard to Cutting Edge. Seven of their employees were working at Megawatt Park, and the sentence in 5.5.7 “these employees would represent themselves as TMC employees”. Do you think this was a misrepresentation that they are working for TMC, when they are actually working for Cutting Edge?

Ms Goodson: I don’t believe they misrepresented themselves in any way by the way they conducted their work. When they were asked who they were employed with they would make it very clear that they working for Cutting Edge. What we did do for consistency purposes was that they presented themselves as TMC employees in the sense that they had Trillian email addresses, and our intention was to have a lot of Trillian employees eventually in the same way that McKinsey has consistency and all their employees have McKinsey domain names. The employees that worked there never once said they worked for Trillian, but they did say they represented Trillian. That was the extent of it.

Mr Marais: What would you say was the main core business of Cutting Edge?

Ms Goodson: As described to me by Althaaf Emmally, Cutting Edge has got a proprietary software system that plugs into ERP databases and cleans them up. Their primary focus is procurement. They are specialists in procurement systems and strategic sourcing.

Mr Marais: I just want to move to 3.10 which is now linked to Cutting Edge. There were two directors of Cutting Edge – Choubey and Emmally. I just found this very interesting in 3.10.3 when he declined a meeting stating that he and Choubey were busy with negotiations, and I link that to the core business as you described, to purchase Tegeta that was in a certain sense out of their line of business.

Ms Goodson: Absolutely. That conversation happened via phone call in the morning. The meeting was supposed to be scheduled in Morningside and Althaaf couldn’t make it because specifically we were talking about claims and procurement for that specific meeting. They were very adamant that when we had those types of discussions they wanted to be included. The meeting was drawn up specifically for them to start getting ‘ships’ with the McKinsey team. Althaaf didn’t send a representative for that meeting, and he wasn’t there himself. Yes, it wasn’t quite aligned to their formal scope of work.

Mr T Rawula (EFF): One of the pillars of the EFF is that we are fighting for an open society that is democratic and free of corruption. On the basis of that pillar we commend you because it means we have more people in South Africa that can assist us in achieving that type of society we envisage. Did you manage to deliver any of the three tasks that you were given in your contract? Was your resignation informed by the anxiety that you have shared in 3.2.6?

Ms Goodson: From a human capital perspective, Trillian overnight acquired about 650 people that transferred from Regiments. We went from almost having no one to having 50 employees. Between January and February, my COO and I were trying to prepare an environment to receive those individuals because suddenly having a new home where you didn’t make the decisions yourself would be traumatic, and we were just trying to build an environment where those individuals joining Trillian would be comfortable that their career progression would still be secured. I believe very much in what my COO and I did. I had not worked that hard in my career than I did in those two months. I would sleep on Fridays and I would sort of sleep on Wednesdays. The rest of the time were all-nighters. I really invested a lot, and my COO did the same in trying to develop human capital. We didn’t however ramp up to the extent we were expecting to ramp up because we had the issues with the SD&L annexures. We had the relationship with McKinsey where there wasn’t a formalized plan in terms of how McKinsey would say “we would reduce our headcount so that you can increase your headcount for skills transfer to happen”. It never happened.

My resignation was informed particularly by the reasons that I stated happened that week; the information about the Finance Minister, the disempowerment about having any type of discussion about the remuneration especially for myself and my COO considering that our financial position was worse, and then demonstrating the disempowerment through the Bank of Baroda. Those were my anxieties. I didn’t have any anxiety towards my ability to manage and build a company because I had done it before at Cyest, WorleyParsons, and I did it at ISS as well. I know what I can do, but the environment was not such that it could be done.

Mr Rawula: Do you think there was a genuine commitment to your appointment or was it just an arrangement for you to boost the BEE score of the company? I am raising this without casting any aspersions on your competencies.

Ms Goodson: It is my opinion that I was not employed for my competencies.

Mr Rawula: In 3.2.8 and 3.2.9 you have indicated that you were asked to sign some documents as CEO and later on you realised that your signature was used on invoices. What did you do with it, one would think that if your signature is used without your consent that should be a wakeup call of corrupt activity. Can you tell us if there was any action that you took because I see that the signature you sent was around 10 February 2016 if I am correct, but I just want to check because it is an indication of corrupt activity. Was there any action you took when you found out that your signature was used without your consent, because it is not clear in the evidence?

Ms Goodson: The extent to which I raised the concern was an email which I sent to Clive saying that I saw the letter for the first time with my signature on it. In hindsight I should have questioned it more. My signature was not put on invoices. There is no space for signatures on invoices. My signature was used on cover notes for invoices. At that time the only one that I was aware of was the letter to Anoj, and the letter to Mohamed Bobat. The one to Mohamed Bobat was created when I wasn’t there. I found out about it later. To be honest with you, I should have escalated it more.

Mr Rawula: You have indicated that TMC inherited 50 employees from Regiments. What was the terms of reference for the transfer or inheritance of those employees?

Ms Goodson: My understanding is that those employees transferred under Section 197 of the Labour Relations Act.

Mr Rawula: Was Regiments transferring on the basis of liquidation, or becoming insolvent, or was it just a generosity gesture of transferring skilled employees to TMC?

Ms Goodson: I have absolutely no idea. I don’t know what the mechanisms and decisions made on Regiments side or terms of reference for that organisation.

Mr Rawula: As a CEO how did that make you feel when E-Gateway was asking questions that you could not answer, or have control of management finances?

Ms Goodson: I felt incredibly disempowered and this also talks to the Bank of Baroda in terms of how contradictory it was because if I was disempowered to not have sight or management control of the finances, why was I requested to open the bank account. The people who had sight and management control of the finances should have opened the bank account.

Mr Rawula: Was there any action taken by TMC on Mr Narayan or did it continue to associate itself with him besides the published article?

Ms Goodson: By then I had been away from Trillian for a very long time. That article was published on 8 December 2016, and I had resigned on 19 March 2016. I broke ties with Trillian and obviously wasn’t involved.

Mr Rawula: In your statement in 3.17 you say you were introduced to Mr Mabelane and he was said to be the main contact from the executives in Eskom. Was it a special arrangement or was it by designation of his post, was it a special arrangement specifically for TMC or was it his designation with all other companies dealing with Eskom?

Ms Goodson: I don’t know. I can tell you from my interactions with Mr Mabelane that I don’t know if he had that relationship with other suppliers of Eskom. But the time that I needed Mr Mabelane, there wouldn’t be other suppliers there. We would meet in the time that we had agreed and discuss what we had arranged. I cannot comment at all whether it was special, but we had a relationship with him. Koko had introduced him to me saying that “Edwin will support you”, and that is what he did.

Mr Rawula: On 3.18 you are expressing a frustration that you had strained relations because you felt that some of the decisions did not include TMC. Take us through the frustration in detail. You even express that at some point you had a feeling that TMC was like baggage to McKinsey. Can you also indicate if it was ever resolved?

Ms Goodson: I was introduced to McKinsey for the first time in December 2015. By the time we started getting into the detail of how the work was going to be executed at Eskom, the work plan was already established, the quality plan was already established, the resources required to execute the work was already established, timeline schedules, deliverable dates, what was going to execute the cash flow triggers were all established. So I get in there and I think I have something to add especially on the mining side, and we were just excluded. When I pushed to influence quality processes, when I pushed to question the delivery methodology schedules, when I pushed for any of the typical management consulting role, I was told, “But we are McKinsey!” So by the time I left, that relationship had not completely restored and Trillian was still on the sidelines.

Mr Rawula: Would you agree with me that these companies that were subcontracted were bogus because you did not sign the subcontractor agreements or see them?

Ms Goodson: The subcontractor agreement with E-Gateway did exist. I had never seen a subcontractor agreement with Cutting Edge. I certainly didn’t sign it. When I asked Clive about it, he said it had been handled. So I can’t agree completely because there was an agreement between TMC and E-Gateway.

Mr Rawula: Give us a description of the protocol, and what Mr Van Rooyen was wearing, whether formal or casual, and can you explain the seating arrangement, place of the meeting, time of the meeting, how long it lasted, and who was in the meeting?

Ms Goodson: Minister Van Rooyen was dressed very formally, as was Mr Bobat and Ian Woodley. If I remember correctly Minister Van Rooyen was wearing a navy blue suit, with brown shoes and a white shirt. The meeting was at the MISA offices in Pretoria. The time scheduled was originally for 3:00 – 3:30pm but the Minister was running late so the meeting only commenced at 4:30 and lasted for about an hour. The meeting was in a circular board room like a video conferencing room because there were big screens on the side. It was myself, Eric, and the two Oliver Wyman directors together with the Minister, Mohamed Bobat, and Ian Woodley.

Mr Rawula: How did you develop the proposal for Minister Van Rooyen when you had indicated that TMC did not have a company profile, did you google it?

Ms Goodson: With all due to respect to all management consultants out there, there is a way in which you can actually try and articulate what you can do. I didn’t google that. I compiled it based on what I believed we could do. That was not the proposal. The proposal only commenced post that meeting. I don’t know if the proposal was ever submitted to the Minister, but the compilation was certainly happening between Trillian, Oliver Wyman and Mohamed Bobat.

Mr Rawula: Please explain the unsolicited proposal prepared for COGTA as informed by Mr Bobat. Please explain because my simple understanding of English suggests that the draft was done by Mr Bobat who was working for COGTA and he gave it to TMC to present it as a document of TMC so that TMC can use it to trade with COGTA. Please explain it to me because you say you found it in your desk in a white envelope and you looked at it and it was exactly what COGTA was looking for.

Ms Goodson: Unfortunately the articulation of the specific points is not 100% correct. There was one proposal been compiled for COGTA, it was not multiple proposals. The proposal commenced compilation shortly after the meeting with the Minister. The proposal was been compiled by Trillian and Oliver Wyman with Mohamed giving information to ensure that the proposal would be successful. The information that Mohamed provided was either through email threads which are annexures to the statement or via these white envelopes which I would find on my desk. One of the white envelopes was the Back2Basics information that formed the unsolicited proposal because it spoke to the scope that the proposal should be addressing.

Mr Rawula: I am making this point that there is a Back2Basics programme advanced at municipal level to say that programme which was said to be submitted by TMC to COGTA is exactly what the Minister made reference to. It was made by employees of COGTA and passed to TMC.

Chairperson: That is your assumption.

Mr Rawula: I am making this point.

Mr R Tseli (ANC): When you resigned from TMC, you indicated that you were misled about the objectives of TMC. How would you describe the objectives of the company before you joined compared to now?

Ms Goodson: With respect, I think I have been asked that question prior and I am concerned to raise my opinion of what Trillian is right now. I can tell you what I believed the objective to be when I initially joined the organisation. I believed that they were a proudly South African black owned company that would compete with the likes of McKinsey. By the time I resigned, my opinion is that that was a lie.

Mr Tseli: Upon your investigation, who happened to be signatories to the bank accounts you opened for TMC because you should have been one of the people that was a signatory to the accounts?

Ms Goodson: I opened the Absa account for TMC but Marc Chipkin transacted on it. So my understanding was that Marc was at least one of the signatories. I didn’t transact or have any transacting details. I never got a profile number for internet banking. My last interaction with the Bank of Baroda is that the two signatories on that account should have been in both instance and simultaneously myself and Marc Chipkin. I got emails confirming after my resignation that I had been removed, but I did not see any communication in terms of who became the new signatories.

The Chairperson thanked Ms Goodson on behalf of the Committee for her bravery and intelligence in testifying before the Committee. He commended her especially because she was a woman, considering that the opportunities she received were generally given to men, and she and Ms Mothepu did not misuse their positions.

The meeting was adjourned.