Ex-Cepep board member: I acted in good faith on Cabinet approval assurances

Cepep workers on duty at Morvant junction. - File photo

A former member of the Cepep Company Ltd board has insisted she acted in “good faith” when she supported the extension of hundreds of contracts earlier this year, saying she was assured by the then chairman that Cabinet had recently approved the move.

In a response to a pre-action protocol letter from attorney Aasha Ramlal on behalf of Cepep, the ex-director, Camille Hosein, through her attorney Shabaana Mohammed, detailed her account of the events leading up to the controversial decision.

According to the letter, the board member confirmed that a WhatsApp group chat was used for communication among directors, the chairman, the corporate secretary, and the CEO. On April 22, she attended a routine board meeting in person, but said no mention was made of Cabinet approval for contract extensions.

The next day, after the meeting had concluded, the then-chairman allegedly posted a message in the group chat stating that the Cabinet had approved a three-year extension of contracts due to expire in 2025 and 2026. The board was told that a note would follow from the CEO.

Later that afternoon, Hosein received Board Note BN 01/25 but observed it lacked any attached Cabinet minute. When she queried this, the chairman reportedly told her he had been advised directly by then line minister Faris Al-Rawi that the Cabinet had in fact made the decision, though the minute was not yet available.

“She had no reason to doubt the assurance,” the response said, noting that as a sitting Cabinet member, the minister “would obviously be privy to Cabinet decisions.” The director said she therefore assented to the decision the following morning, believing she was simply ratifying an existing Cabinet decision.

Hosein’s attorney stressed that at no point was her client notified that Cabinet approval had not been granted, nor was she ever told that the Board Note contained errors or was to be revised. She also said no corrected note was ever circulated.

The response rejected any suggestion of misconduct, insisting the director had fulfilled her fiduciary duty by making reasonable inquiries and relying on assurances from the chairman, who attributed the information to the line minister.

“My client has provided all the information within her knowledge and intends to co-operate with whatever investigation or inquiry the company may require her assistance in,” the letter concluded.

Cepep’s lawyers, led by Anand Ramlogan, SC, and his firm Freedom Law, wrote to the company’s ex-board members seeking an explanation on the extension of more than 300 core contracts to 2029, on the eve of the April 28 general election. They had been warned they could face legal action over alleged breaches of fiduciary duty, fraud, and misrepresentation.

A similar threat has been issued to ex-chairman Joel Edwards, who insists that he never told the board that Cabinet approval was secured, and ordered the note corrected upon realising an error.

He later explained that the board note could be read as referring to a new Cabinet decision, rather than a 2017 authorisation by the Cabinet to issue or extend multi-year contracts without specific new Cabinet approval.

A lawsuit over the termination of the 336 contracts that would have cost the government $1.4 billion is on appeal on a preliminary issue after the High Court’s stay and referral to the Director of Public Prosecutions.