Newly appointed director to the Unit Trust Corporation (UTC), director and past chairman of the Employers' Consultative Association (ECA) and the ECA's nominee on the National Insurance Board (NIB) of directors, Seeram Ken Maharaj, is facing an internal ECA investigation into 11-year-old suspected improprieties, involving abuse of a company-issued credit card, conflict of interest and breach of fiduciary duty related to his tenure as chief executive officer of Trinidad Aggregate Products Ltd (TAP).
The TAP board of directors, chaired by Dr Rollin Bertrand, in private correspondence to Central Bank Governor Ewart Williams, said it was concerned about Maharaj's appointment to the UTC board of directors, given his less than stellar corporate record at the Longdenville company.
Maharaj, a former deputy chairman of the NIB board of directors, was fired in August 2001 for alleged breaches of fiduciary duty related to the abuse of a company-issued credit card, unauthorised removal of company property to his home in Freeport and failure to adhere to internal management procedures. His ECA credentials and connections have placed him on the boards of the country's top two non-bank financial institutions, NIB and, more recently, UTC, which together control assets in excess of $40 billion.
Bertrand, who is also the CEO of Trinidad Cement Ltd (TCL), in a letter to Governor Williams, dated May 14, 2012, disclosed that Maharaj was fired from TAP 11 years ago over a string of alleged self-serving improprieties during his tenure as CEO of the Longdenville plant. The letter, marked "strictly private and confidential", took strong exception to Maharaj's appointment to UTC, which holds a substantial portfolio of TCL stocks and bonds.
The TAP board pointed to the Central Bank's "fit and proper" guidelines for directors of financial institutions and the State's failure to take decisive action to prevent the twin collapse of the CL Financial group and the Hindu Credit Union (HCU). The letter, which was copied to Inspector of Financial Institutions Carl Hiralal, cautioned the Central Bank about the risks to UTC of its do-nothing-for-now approach.
"As the nation sits to watch in fascination at the daily revelations about the total breakdown in governance at the HCU and the CL Financial Group, many commentators hold the view that regulatory lapses were at the heart of the problem—especially as it related to bona fides of those who were in charge," noted the TAP board, which provided detailed correspondence into the miscellaneous allegations of wrong-doing against its dismissed CEO.
Maharaj's termination letter, signed by former TAP chairman Reuben C Dash, is dated August 9, 2001, and states in part: "The company has decided to exercise its option to determine your contract of employment, under the terms of which you are entitled, to three months notice in writing of such termination. In accordance with this requirement, the company hereby gives you formal notice of the termination of your contract of employment, which period of notice shall commence immediately, that is August 10, 2001 and expire on November 9, 2001. During this period of notice, you will not be required to report for work nor undertake any task or function on behalf of the company."
Included in the laundry list of allegations made against Maharaj, who was appointed to the UTC board of directors as a nominee of NIB on March 1 this year, are:
• the credit card limit of the CEO, shown to be US$15,000, was obtained in 1997 with no apparent board approval. The board subsequently approved a policy, signed by Maharaj, in October 1997 to a limit of US$5,000, but the bank was never advised and the limit not adjusted
• the card was used extensively for personal transactions, notwithstanding policy-issued guidelines that such use was limited to cases of emergency only
• at the time of audit, the CEO's account was in arrears of $72,846 and US$355. The February 2001 statement showed the card was used to settle two substantial transactions—one on behalf of the CEO's private company, Seeramics Ltd, and the other for the purchase of building materials for the CEO's private use. Instances of cash advances were also noted in the credit card statement
• a number of instances where personal expenses incurred were not paid on time, resulting in correspondence from the bank and the consequential negative credit image of the company
• the CEO approved the statements of four managers, but his own statement was not submitted to the chairman for approval as required
• Failure to disclose that his private company, Seeramics Ltd, had entered into a contract with TAP for the supply of T-shirts and failure to adhere to internal management procedures, re: competitive quotations
• processing of a $20,884 cheque in favour of the CEO's private company and signed by the CEO without the requisite purchase order
• Maharaj's explanation that his private ceramic company was given a contract for the supply of T-shirts because it had installed embossing equipment
• the discovery that the CEO's credit card was used to pay York Garments Ltd $15,138.60 for the supply of T-shirts
• the $5,745.40 difference between the Seeramics Ltd invoice to TAP and the York Garments invoice represents an inflated cost of the items charged to TAP by the CEO's private company
• breach of TAP policy relating to the removal of no-charge items or materials from the company's compound. A review of gate passes for the period December 2000 to April 2001 showed 16 passes issued on Maharaj's behalf, but only two of these were signed by a director as required by policy
• the frequency with which company equipment on loan, company materials on loan, sold or described as scrap, were transported to his home on company vehicles
• the use of the services of a company-hired contractor to fabricate a metal frame from material deemed to be scrap and the transport of said frame on company vehicle to his home.
Maharaj described his separation from TAP as a private matter and admitted to being shocked that an 11-year-old allegation that was never proved was now being resurrected to damage his good name. In a short telephone interview before catching a flight out of the island on Thursday evening, Maharaj denied all of the allegations of wrong-doing and dismissed the long laundry list of alleged misdeeds as "trumped-up charges" by a board unhappy with his lack of support and intent on his removal.
"None of this is true," he said, repeating several times: "This is certainly news to me. I am really taken aback by your phone call. I must say, you caught me by surprise."
He was unable to explain the paper trail related to the credit card charges or the T-shirt contract he is said to have given to his private company.
Maharaj insisted "these were red-herring issues raised to get rid of him".
He promised he would have his say when he returns home at the end of the month.
But even as he tries to wrap his head around an 11-year-old allegation that has come back to haunt him, the bigger question that remains is: who in the corporate world knew what and when did they know it? Calls to Bertrand's cell went unanswered, but a source close to the TAP board said the information was shared with retired NIB chairman Kenneth Henry.
Reached at his Diego Martin home, Henry, who retired in January 2005, however, disputed this account. He recalled having a private conversation with a top TAP official but said the issue of Maharaj's alleged improprieties never came up. He said this was the first he was hearing of it. The business sector grouping of which Maharaj is a director and a past chairman, according to sources familiar with the situation, was never informed by TAP of the very serious allegations made against Maharaj.
The ECA was only recently brought into the loop and has since launched an internal investigation into the 2001 dismissal allegations, said the source. The ECA's president, Keston Nancoo, did not immediately respond to requests left on his voicemail for a comment. Nancoo was expected to return home yesterday from Geneva, Switzerland.
The NIB also appeared to be in the dark about the suitability of Maharaj's appointment. Chairman Ravi Ramoutar said he had no knowledge of the affair, and executive director Lorna Charles said it was the first she was hearing of it. Charles's only comment: "I will have to raise it with my board now."
Chairman of the UTC Amoy Chang Fong did not return telephone calls for comment, and executive director Eutrice Carrington said only: "If that is so, it is a matter for the board."
Governor Williams, for his part, acknowledged receipt of a letter sent to him under cover of confidentiality.
He said he passed the information on to the UTC chairman for attention.
He made clear that the Central Bank had no supervisory authority over the UTC, and it was a matter for the UTC board. He explained that the UTC legislation was a "complex and awkward" thing, and while the Central Bank had some role in the appointment of the chairman, the terms and conditions of employment were set by the Ministry of Finance.
News of the Maharaj investigation comes at a time when the credentials of board directors of both state and private corporations are under increasing scrutiny.