Dr Wafi Nazrin Tan Sri Abdul Hamid, the Head of Legal and Risk Department of MAS and an expert in competition law, has given a very good advice to the members staff of MAS on the MAS – AirAsia’s “Collaborative Frameworks”. Please read his e-mail and the reply from one of the MAS unions below. Read Here for related article.
If we were to read in the newspapers, it would appear from Tan Sri Azman Mokhtar, the MD of Khazanah, statement that Khazanah is still considering its option to purchase the 10 % share of AirAsia X Sdn Bhd. However, on 16-8-2011 Tan Sri Azman Mokhtar has openly told a group of bloggers that the AirAsia X Sdn Bhd was a “DODGY DEAL”. Despite the “DODGY DEAL”, Khazanah went ahead to instruct investment banker Stanley Morgan to do a valuation of AirAsia X Sdn Bhd. It is mind boggling! Read HERE.
Just to remind Dr Wafi of the background of AirAsia X Sdn Bhd. AirAsia X Sdn Bhd formerly known as Fly Asian Express Sdn Bhd aka FAX. In 2006 FAX fought and took over Rural Air Services (RAS) in Sarawak and Sabah from MAS. When FAX took over RAS, it was also awarded with about RM200 million (not RM65 million as previously stated) as subsidy by the Abdullah’s Administration and it was also issued with Air Operation Certificate (AOC) to operate airline.
Despite FAX’s failure in the RAS, the Abdullah’s Administration did not ask FAX, now known as AirAsia X Sdn Bhd, to refund the RM200 million subsidy or part thereof when its RAS contract was prematurely terminated and allowed to keep the AOC, to operate under the same AOC. And yet, on 2-10-2011 Tan Sri Tony Fernandes has been quoted in AgendaDaily to have said that “Orang kata itulah linknya macam-macam. Sebenarnya kami tidak dapat apa-apa, apa yang kami perolehi kebanyakkannya di zaman Dr Mahathir dan Datuk Seri Najib, di zaman Pak Lah hanya sedikit.”. Why was he so ungrateful? Read HERE for the full report in Agenda Daily.
When MAS took over the RAS due to FAX failure, MAS paid RM35 million to refurbish the seven aircraft before it could resume operation of RAS in Sabah and Sarawak. Dr Wafi, what actions did MAS take against FAX? For more details readHERE &HERE.
Most surprisingly, Dr Wafi was extremely concerned about outflow of confidential information of MAS to AirAsia Bhd and AirAsia X Sdn Bhd for fear of contravening the Competition Act but he chose to ignore the fact that Tan Sri Tony Fernaandes and Datuk Kamarudin Meranun of AirAsia Bhd and AirAsia X Sdn Bhd are sitting on the board of MAS. Even the MAS union official was questioning the rationale of Dr Wafi’s email. See below for the e-mail of Dr Wafi and another e-mail reply from the officer of one of the MAS unions (MESA).
Please read both the e-mails, which was sent to yours truly by someone in the know, below and make your own judgement.
From: YOUR VOICE ONLINE
Sent: Monday, October 10, 2011 5:05 PM
Subject: MAS-AK-Air Asia X Joint Collaboration – Flow of Information
Bahasa Malaysia versions included – please scroll down / Versi Bahasa Malaysia disertakan – sila skrol ke bawah
(STRICTLY FOR INTERNAL CIRCULATION ONLY)
CIRCULAR FROM GROUP LEGAL PRACTICE
To : All Staff System-wideRef
: CSD 005 1.2/11Date
: 10 October 2011
MAS-AK-Air Asia X Joint Collaboration – Flow of Information
With the recent joint entry into the Comprehensive Collaboration Framework (CCF), which includes the execution of the Collaboration Agreement between Malaysia Airlines (MAS), Air Asia (AK) and Air Asia X, there have been numerous queries from the staff in relation to sharing information for the purposes of the joint collaboration. Various parties—both within and outside of MAS—have asked our staff for information that is commercially confidential and sensitive to MAS. The uncertainty among our staff is natural and understandable as they have been educated not to share such information with competitors. The requests—both from the superiors and external consultants—are, however, part of the MAS-AK joint collaboration framework.
While MAS staff should be commended for their awareness of antitrust law (or competition law) and the implications thereof, the staff should be reminded that MAS, AK and Air Asia X technically remain separate companies and remain competitors. As such, what the staff have learnt in relation to antitrust and exchange of information between competitors remains valid and applicable. Thus, exchange of commercially sensitive information between competitors (even in the context of the joint collaboration) remains anti-competitive and illegal.
As a measure to deal with this antitrust issue, the parties to the joint collaboration have jointly appointed an international law firm (I.e. Allen & Overy, Sydney) to advise the parties on the need to comply with antitrust laws of various countries to which the parties fly and to set down the proper protocols and guidelines for the management.
Further, Bain & Co has been jointly appointed by the parties as the independent, third-party consultants to initially assess the efficiencies to be achieved by any particular collaboration and to ensure that sensitive data are not shared between the airlines and that any arrangements are not implemented unless all appropriate and desirable regulatory clearances are obtained.
In light of the above, all MAS staff are requested to adhere to the following procedure and guidelines strictly:
1. For the purposes of the Joint Collaboration, all proposals, information and communication must be channelled to Bain & Co only to ensure antitrust compliance. For this purpose, the three airlines would enter into a non-disclosure agreement with Bain & Co.
2. For the purposes of the CCF, staff cannot communicate directly with the staff of AK or Air Asia X or any third party acting on behalf of Air Asia or Air Asia X (except Bain & Co).
3. Only Divisional Heads and Heads of subsidiaries may communicate with Bain & Co. Divisional Heads and Heads of subsidiaries shall keep a record of the details of such communication.
4. If there is any request for information from or any giving of unsolicited information by AK or Air Asia X staff, kindly inform Group Legal Practice (GLP) immediately.
If you have any other queries, please do not hesitate to contact GLP:
Dr Wafi Nazrin E-mail: firstname.lastname@example.org
Dr Vince See E-mail: email@example.com; firstname.lastname@example.org
You are expected to act accordingly and you are encouraged to visit the antitrust website of Corporate Services’ intranet at http://csd.mas.net/antitrust.htm to know more about antitrust law.
Dr. Wafi Nazrin Abdul Hamid
(UNTUK EDARAN DALAMAN SAHAJA)
SURAT PEKELILING DARIPADA KUMPULAN AMALAN PERUNDANGAN
Kepada : Semua Kakitangan
Tarikh : 10 Oktober 2011
Rujukan : CSD 005 1.2/11
Kerjasama MAS-AK-Air Asia X– Aliran Maklumat
Dengan terbentuknya Rangka Kerja Kerjasama Komprehensif (Comprehensive Collaboration Framework, CCF) baru-baru ini, termasuk perlaksanaan Perjanjian Kerjasama di antara Malaysia Airlines (MAS), Air Asia (AK) Dan Air Asia X, terdapat beberapa persoalan yang ditimbulkan oleh kakitangan-kakitangan berkenaan dengan perkongsian maklumat tentang tujuan kerjasama tersebut. Pelbagai pihak – sama Ada dari dalam maupun luar MAS – telah bertanya kepada kakitangan tentang maklumat yang dianggap sulit Dan sensitif kepada MAS. Ketidakpastian dikalangan kakitangan MAS terhadap perkongsian maklumat tersebut adalah sesuatu yang biasa Dan difahami kerana kakitangan telah dilatih untuk tidak berkongsi maklumat yang sedemikian dengan pesaing. Permintaan tersebut – sama ada daripada pihak atasan dan perunding luar – adalah dianggap sebagai sebahagian daripada rangka kerja kerjasama MAS-AK.
Walaupun kakitangan MAS seharusnya diberi pujian di atas kesedaran mereka tentang undang-undang “Antitrust” (Competition Law) dan implikasinya, kakitangan adalah diingatkan bahawa MAS, AK dan Air Asia X, secara teknikalnya, masih lagi tiga buah syarikat yang berasingan dan mereka kekal sebagai pesaing di antara satu sama lain. Oleh yang demikian, segala apa yang telah dipelajari oleh kakitangan berkenaan tentang “Antitrust” dan pertukaran maklumat diantara pesaing, masih kekal digunapakai. Pertukaran maklumat komersial yang sensitif di antara pesaing (walaupun di dalam konteks kerjasama ini) tetap kekal sebagai “anti-competitive” dan salah disisi undang-undang.
Sebagai langkah untuk menangani isu “Antitrust”, ketiga-tiga pihak yang terlibat di dalam kerjasama tersebut telah bersetuju untuk melantik sebuah firma guaman antarabangsa (iaitu Allen & Overy, Sydney) yang berfungsi sebagai penasihat kepada ketiga-tiga pihak tentang perlunya mematuhi undang-undang “Antitrust” di negara-negara yang mereka beroperasi dan untuk menetapkan protokol serta garis panduan untuk pihak pengurusan masing-masing.
Seterusnya, Bain & Co telah dilantik secara bersama sebagai perunding bebas dan selaku pihak ketiga untuk menilai kecekapan yang ingin dicapai di dalam mana-mana kerjasama khusus, memastikan data yang sensitif tidak dikongsi di antara syarikat-syarikat penerbangan tersebut dan apa jua susunan/aturan tidak boleh dilaksanakan kecuali dengan kelulusan daripada pihak-pihak berkuasa.
Berhubung dengan perkara tersebut di atas, semua kakitangan MAS adalah dikehendaki mengikuti prosedur dan garis panduan seperti dibawah:
1. Untuk perkara berkaitan dengan Kerjasama ini, segala kertas-kertas cadangan, maklumat dan komunikasi harus diserahkan kepada Bain & Co sahaja bagi memastikan undang-undang ‘Antitrust’ dipatuhi. Bagi tujuan ini, ketiga-tiga syarikat penerbangan tersebut akan menandatangani satu perjanjian “non-disclosure” dengan Bain & Co.
2. Untuk perkara berkaitan CCF, kakitangan dilarang untuk berkomunikasi secara langsung dengan kakitangan AK atau Air Asia X ataupun mana-mana pihak ketiga yang mewakili pihak Air Asia atau Air Asia X (kecuali Bain & Co).
3. Hanya ketua-ketua jabatan dan ketua-ketua anak syarikat sahaja dibenarkan untuk berkomunikasi dengan Bain & Co. Mereka hendaklah menyimpan rekod komunikasi tersebut.
4. Jika terdapat sebarang permintaan untuk maklumat daripada ataupun pemberian maklumat yang tidak berasas daripada kakitangan AK dan Air Asia X, sila maklumkan terus kepada Group Legal Practice (GLP) dengan segera.Jika terdapat sebarang pertanyaan, sila hubungi terus GLP:
Dr Wafi Nazrin E-mail: email@example.com
Dr Vince See E-mail: firstname.lastname@example.org; email@example.com
Anda hendaklah bertindak sepertimana di atas dan sila lawati laman “Antitrust” Corporate Services di http://csd.mas.net/antitrust.htm bagi mengetahui maklumat lanjut berkenaan dengan undang-undang ‘Antitrust’ tersebut.
Dr. Wafi Nazrin Abdul Hamid
Please see the e-mail reply from one of the MAS Unions (MESA) below:
Dear Dr Wafi cpy rest,
I am confused. On one hand, due to anti-trust law, staff are cautioned to channel any such required information only through the “independent ” Bain & Co.However, at the same time, we have the other party key personalities right here in our house as board members! Are they not privy to trade secrets and information that is not so privy with us staff?Hope you can educate all of us.
27 thoughts on “Dr Wafi’s advice to all employees of MAS”
During the FAX/MASWings project, this man was too busy doing other things like going to Switzerland while he left his managers alone to handle everything by themselves with no guidance.
Dr Wafi was trying to circumvent Competition Act. what is important is whether the intention of the Collaboration Framework contravened the the spirit of Competition Act. Dr Wafi was trying to prevent outflow of information that will show the intention to cannibalize MAS for the benefit of AA. Ultimately create an environment of monopoly by AA.
The collaboration will finally kill MAS. Remember this. I hope that MAS employees will wake up and stop the idiots like this, Rashdan, Azman Yahya and of course, Tan Sri Azman Mokhtar the chief architect of the share swap.
Dr Wafi’s email was a clear case of circumventing rather than keeping info from competitors. The Mesa union sec’s email was right when he said that what is the point of keeping things away from competitors when you have your enemies in the house itself.
We hope that when the share swap being investigated by Competition Commission, Dr Wafi will disqualify as an interested party and should not take part in any deliberation of the investigation.
I would like to ask Wafi whether it was true that MAS has filed action against FAX/AA X to recover the RM35 million and that a judgment has been obtained for a certain sum but the judgement was not enforced. please speak Mr Competition expert with all the beautiful qualification. Another qualification is he is the son of ex-Minister.
Is he one of the dead wood in MAS?
Good for the MESA secretary. Syabas! Great reply to that gaji buta guy in MAS. He just want to take care of the “collaborative frame works” for who. This guy should think who is he working for – MAS or Tony/AA? Kalau nak jaga Tony pergilah join AA atau Airasia X.
Why is he so bodoh? We in MAS and damn fed up with their tingkah laku that were showing they were not looking after MAS but AA. Rashdan is just a budak suruhan. thats about it. Thank you YB for helping MAS. We need YB like you who is so consistent in your stand on the share swap, which is most scandalous to MAS employees. To Rashdan, Azman Mokhtar and Tan Sri Md Nor this was the best thing for MAS. Yes, to make MAS to be a low cost airline doing domestic route and AirAsia X taking over international route.
MAS must be rid of these useless idiots. Rashdan we are watching you!
Wafi! Wafi! kencing berlarilah. Nasihat sebegini memalukan MAS dan keterunan awak! letak jawatna sahaja kalau ada maruah.
Eh, tak boleh letak jawatan, nanti tak boleh bayar Porsche Panamera.
Wah! ada Porsche Panamera. Kayarayalah dia. Dari emel dia, nampaknya gaji buta sahaja. Inikah peranan yang menjaga kepentingan MAS? Perkerja MAS tak dapat maklumat tetapi orang AA dapat maklumat dalam lembaga pngarah. Tak layaklah sebagai ketua bahagian perundangan MAS. Enjoy sahaja Porsche Panameranya bersama dengan Datuk Azman Yahya.
Ptui! Ptui! Ptui!
Just to circumvent the Competition Act. This is a clear evidence for the Competition Commission to investigate upon on 1-1-2012. Hope that genius will not take part in the investigation. He should be removed from the Commission all together. Not fit to a member. He should join AA and Rashdan.
MAS doesn’t need character like this.
This buta gaji guy is trying to protect AA X and he has short memory that AA X has screwed MAS before in RAS, Thank you YB for reminding him and the others like him still lurking around in MAS. He appeared to be worry about the deal being screwed for violation of Competition Act. The fact is that the spirit of the share deal should not violate Competition Act and not the passing of info between company. If the spirit is ok whatever info that passing around will not in any way affect MAS at all.
Don’t where he got his Dr from?
TF will korek all the rahsia…MAS cannot korek the rahsia of Air Asia coz no representative there…after that no collaboration anymore…like RAS…TF is so ‘Brilliant’…curi-curi then lari…shammed on you…
One of the objective of forming Khazanah is to ” improve the corporate governance of the GLC”. Since Azman Mokhtar’s accession to KNB leadership, Khazanah has issued multiple books , e.g. Red book to GLC on their codes and conducts. Obviously in this MAS-AA things Khazanah did not follows it own code and conduct that they expected from their own companies. One interesting aspect of this so called ” to anti competition issues” both MAS – AA have appointed Bain & co as their consultants. The cost of this consultancy work, which will come to million RM will definitely be shared by MAS-AA. Consultants will work based on the pay master wishes – hence at the end of the these studies , the report will shows one company is better that the other. You don’t need to pay million to have that report- just get together and do comparison. Afterall whatever been done today is already an anti competition already. In addition consultants report is used mainly to “certify” the management objectives. So if later on, if something is terribly wrong with the organization, the management can always blame someone else – I.e. The consultant. By that time those consultant already earned their fat fees. The question Khazanah should ask themselves how many time consultant employed by them has wrongly advised them? And you don’t need a consultant and spend million just to get a data showing you are not competitive – just employ few of our still unemployed graduates , give them a decent computers with the necessary Microsoft spreadsheet and ask them to tabulate data . And they will not even cost million and at the same time you keep RM in Malaysia for Malaysian benefits.
Pnadailah si Gaji Buta ni. He is so clever in teaching MAS employees how to circumvent the Competition Act. Very Very clear boy. With senior manager like this guy, the future of MAS is dark. Hello, Mr Gaji Buta if the share swap was transparent and acceptable, why do you have to worry about the outflow of info from staff when you are not worry about the outflow of info to Tony and Kamarudin who are sitting in MAS board. No wonder he is an expert in Competition law like any Alam Flora workers that collect our rubbish daily.
Have some self respect Wafi. Look after MAS interest and not your new boss’s interest.
Dr M says that he was fed up with MAS management, but in fact he was the one who started all this. See what happend to MAS during Tajuddin Ramli/Daim Zainuddin!
Competition law expert should advise before the share swap deal. Even if the share swap was done secretly, he can still advise Tan Sri Azman and the eager beaver Rashdan that the share swap contravened Competition Act. This “expert” only advise staff to keep everything hush hush and contact him. Then what? Stupid advice if you were to ask me.
If MAS and AA are competitors than they should be acting like one and not following what Tony was doing (QPR and so on) and stopping Firefly from expanding. If the share swap and the co-operation are genuine then why the fear of this and that?
Ha, ha, ha good one thirddevil “Since Azman Mokhtar’s accession to KNB leadership, Khazanah has issued multiple books , e.g. Red book to GLC on their codes and conducts”.
Even those manuals were done by con sultan. Being Con sultan themselves, Khazanah MO is to outsource their thinking and brains to con sultan.
Sir Tony wrote in his blog on 13 Oct 2011
“Since the 2008 general election, one particular MP has been obsessed with us and has been obsessed with AirAsia.
Now he’s attacking us on the MAS-AirAsia shareholder share swap.
Rather than support us, this MP seems to want us to go bust and make 9,000 people jobless. STRANGE for an elected Wakil Rakyat. And his dislike of me personally is just immense. After all I have done for this country.”
Dear Tony, do not flatter yourself.
Like YB, we are not only against you, we are also against QUESTIONABLE DEALS. We do not think you understand what that means otherwise who in the right mind would say this “I know Malaysians very well,” said Fernandes, a native of Malaysia. “If you put a fare low enough, they’ll risk their lives,” he said, as the crowd laughed.
I guess it is true when people says “ TF is so cunning, he can sell fridge to Eskimos, Disneyland to Walt Disney, Virgins to Richard Branson and now MAS to Khazanah” Hmm, Tony where is your ethics.
We also know how you operate. You had used KJ before (remember FAX) and now after KJ can no longer serve you well, you dumped him and now, you are using Nazir. Well Nazir, enjoy the fast lane and glamour while you can.
Lagi banyak baca fakta isu MAS/AA lagi banyak risau, banyak sakit hati. Harapan YB perjuangkan sampai ke habis garisan…bencinya tokoh2 GLC, the so called experts, the bekas PM,..the Reds, kenapa lah ada manusia seperti mereka ini yang hanya sayang diri sendiri saja…penghuni negara bukan kau orang saja.
Notice how in his blog posting, Tony conveniently didnt answer any of the hundreds of questions that have been offered up in this blog.
What PhD? A standard 6 student can give a better advice then that sub standard e-mail. He is just another dead wood in MAS. MAS should do a employee swap deal and send him to AA.
If this is this is the standard of PHD then the school must be ashamed of. He should advise his ultimate bosses like Rashdan and Azman Mokhtar about Competition Act before they dived into the silly share swap and not now. Now was an act of circumventing the Act.
Phd for Porsche Panamera will be more than oklah! Gaji buta is the right description for this type of PHD. Longkang PHD.
Setakat kereta mewah Porsche Panamera memang ok. Kalau kerja gaji buta sebab itulah menghantar emel kepada perkerja MAS. Dia ingat perkerja MAS semua adalah bodoh seperti dia. Letak jawatan sahajalah. Dia dibawah masuk dalam MAS oleh Tna Md Nor. Salah sorang Kayu Mati dalam MAS.
Wafi, Wafi, Wafi kau sudah koyak. Exposed! Exposed! enjoylah Porsche Panamera. Kalau ini adalah kerja sebagai pakar Competition Law, koyaklah MAS.
If it is a genuine share swap and MAS is doing its business the way it is competing with AIrAsia, Dr Wafi does not not need to write such e-mail giving the impression that he is trying to circumvent the Competition Act. I fully agreed that he had to think of his Porsche Panamera. He must be receiving a very fat salary otherwise how to afford Porsche. Enough nonsense Wafi.
The Mr Gaji Buta/Mr Porsche Panamera is extremely quiet. He must be wondering how people know about his Panamera with registration No: 5. Wow! How can the head of legal in MAS can afford a Panamera which is about RM800k in the market. MACC should look into this matter.
Reading these really spoiled my night. Now I am more convinced that there are so many corporate crooks in Malaysia. So many “high-fliers’ yang short-sighted, syok sendiri tanpa memikirkan kepentingan negara. No wonder the country finds it hard to attract more FDI.