Friday, August 28, 2015

The Integrity Committee's Report


EXECUTIVE SUMMARY



This investigation was conducted by the Integrity Committee (the “Committee”) of the Confederation of North, Central American and Caribbean Association Football (“CONCACAF”) at the request of the Executive Committee of CONCACAF. The Executive Committee requested the investigation because public allegations and other information raised serious questions about the integrity of the former leadership of CONCACAF and threatened to undermine public confidence in CONCACAF.



The CONCACAF Executive Committee established the Integrity Committee by resolution, dated June 26, 2012, to investigate and report to the Executive Committee “on the facts surrounding several allegations in relation to specific issues involving CONCACAF.”

The allegations concerned the following issues:



(i) ownership of the Centre of Excellence (the “COE”);

(ii) an apartment at Trump Tower and the application of CONCACAF’s

funds in relation to the apartment;

(iii) the whereabouts of funds generated by a contract between CONCACAF and Umbro International;

(vi) the circumstances surrounding the purchase of two apartments in Miami and a Hummer vehicle;

(v) the employment contract of the former General Secretary of

CONCACAF, and in particular, the provisions of the contract relating to

the payment of commissions and its expiration;

(vi) CONCACAF’s failure to pay taxes and to file tax returns;

(vii) the application or otherwise of CONCACAF’s funds over the past five years; and (viii) the completeness and accuracy of CONCACAF’s financial statementsand audits for the past five years.



The Integrity Committee is comprised of the following three individuals:

• Sir David Anthony Cathcart Simmons, K.A., B.C.H., Q.C., is Chairman of the Integrity

Committee. He was Attorney General (1985-1986; 1994-2001) and Chief Justice (2002-2010) of Barbados. He also was a Member of the Barbados Parliament (1976-2001).

• Judge Ricardo Urbina is a Member of the Integrity Committee. He served for 31 years as a judge in both the federal and local courts in the District of Columbia in the United States before recently retiring. Judge Urbina presided over numerous high-profile cases

and issued over 1,000 memorandum opinions during his tenure on the bench. Before he became a judge, Judge Urbina was an Associate Professor of Law at Howard University School of Law.

v • Ernesto Hempe is a Member of the Integrity Committee. He is a retired partner, and was Partner-in-Charge of Risk Management and Ethics, at PricewaterhouseCoopers Interamerica (Central America and the Dominican Republic). Hempe currently serves as General Coordinator of various projects in Panama financed by the Inter-AmericanDevelopment Bank and as an advisor to the Superintendency of Banks of Panama.



The Executive Committee conferred upon the Integrity Committee all of the regular powers of an investigative body, including the ability to call witnesses and to reach conclusions of fact, and granted the Committee complete independence in the conduct of its investigation.



The Committee was provided with all of the resources and expertise necessary to conduct as thorough an investigation as was practicable. The Executive Committee engaged the U.S. law

firm Sidley Austin LLP (“Sidley”) to advise and assist the Committee in its investigation and on its factual findings and conclusions, and authorized Sidley to engage BDO Consulting to provide forensic accounting services and to support the investigation by assisting with the collection and preservation of evidence. The Executive Committee also retained for the Committee a Secretariat to handle administrative aspects of the investigation.



The Integrity Committee commenced its work in September 2012. The investigation consisted of five components: (i) preservation, collection, and review of CONCACAF’s documents and other evidence; (ii) attempts to secure evidence from Austin Jack Warner

(“Jack Warner” or “Warner”), the former President of CONCACAF, and Charles “Chuck” Blazer (“Chuck Blazer” or “Blazer”), the former General Secretary of CONCACAF; (iii) collection and review of evidence from sources external to CONCACAF; (iv) forensic review

of CONCACAF’s finance and accounting records; and (v) interviews with relevant witnesses.



The Committee empowered counsel to conduct interviews and report to the Committee during regular meetings in the form of oral presentations and interview memoranda.



Jack Warner and Chuck Blazer were central figures in this investigation. The Committee corresponded with Warner and Blazer in an effort to secure their participation in the investigation and their evidence, but each declined the Committee’s requests. Relevant

correspondence between the Committee and Warner and Blazer is attached to this report. As a result of their decisions not to participate, the Committee did not have their statements to use in response to evidence that appears to implicate them. This lack of evidence, however, was counterbalanced by credible documentary evidence that spoke clearly and cogently about the conduct of each of them. The Committee was careful to rely upon credible documentary

evidence wherever possible because, in most instances, the documents provided a compelling account of what happened. The Committee also carefully considered witness statements and

credited such statements where circumstances or corroboration warranted such a view.



After the Committee determined the facts, it applied various legal standards as well as standards established in CONCACAF’s governing documents to reach conclusions about the

conduct of Warner and Blazer. More specifically, the Committee sought to determine whether Warner or Blazer: (i) committed fraud or misappropriated funds; (ii) violated U.S. federal income tax laws; (iii) breached their fiduciary duties to CONCACAF or CONCACAF

Marketing & TV, Inc. (“CMTV”); (iv) violated the CONCACAF Statutes; or (v) violated the FIFA Code of Ethics (the “FIFA Ethics Code”). Because this matter potentially implicates a number of jurisdictions, both inside and outside of the United States, the Committee employed

vi broad, general definitions for fraud and misappropriation that are intended to capture conduct prohibited by law in most, if not all, jurisdictions. The Committee then applied a “balance of

probabilities” standard (also known as a “preponderance of the evidence”) to reach conclusions about the facts.



After careful consideration of the totality of the evidence available to the Committee, the Committee determined that, on the balance of probabilities, the evidence supports the following conclusions which are addressed more thoroughly in this report:



A. In connection with the Centre of Excellence and CONCACAF operations inTrinidad and Tobago:



• Warner Committed Fraud Against CONCACAF and FIFA

• Warner Committed Fraud and Misappropriated Funds from FFA

• Warner and Blazer Breached Their Fiduciary Duties to CONCACAF

• Warner and Blazer Violated the CONCACAF Statutes

• Warner Violated the FIFA Ethics Code



The Committee concluded that Jack Warner committed fraud against CONCACAF and FIFA in connection with the COE in two ways. First, Warner secured funds from FIFA and CONCACAF by falsely representing, and intentionally creating a false impression, that the

land on which the COE was developed was owned by CONCACAF when he knew that it was in fact owned by his own companies.

Second, Warner induced FIFA to transfer funds that were intended for development of the COE to himself personally by falsely representing that bank accounts to which FIFA should send the funds were CONCACAF accounts when he knew that in fact he controlled them personally. The Committee also concluded that Warner committed fraud and misappropriated funds that were sent by Football Federation Australia (“FFA”) to CONCACAF for development of the COE, and that he breached his fiduciary duties to CONCACAF through fraud and misappropriation of funds. The Committee further

concluded that Warner violated the CONCACAF Statutes by arranging for others to sign loan guarantees related to the COE on behalf of CONCACAF without obtaining approval from the Congress, and that Warner violated the FIFA Ethics Code by engaging in self-dealing through fraud and misappropriation. Finally, the Committee concluded that Chuck Blazer breached his fiduciary duties to CONCACAF, and violated the CONCACAF Statutes, in connection with

the COE and CONCACAF operations in Trinidad and Tobago, by abandoning his obligations to manage CONCACAF’s finances and its properties.



B. In connection with the compensation of, and use of CONCACAF assets by, theformer General Secretary:



• Blazer Misappropriated CONCACAF Funds

• Warner and Blazer Breached Their Fiduciary Duties to CONCACAF

• Blazer Violated the CONCACAF Statutes

• Blazer Violated the FIFA Ethics Code

vii

The Committee concluded that Chuck Blazer misappropriated CONCACAF funds in two ways. First, after his contract with CONCACAF expired on July 17, 1998, Blazer caused CONCACAF to make over $15 million in payments to Blazer in the form of commissions, fees, and rent expenses without obtaining proper authorization. Second, Blazer misappropriated CONCACAF funds to finance his personal lifestyle by causing CONCACAF to, among other things: subsidize rent on his residence in the Trump Tower in New York; purchase apartments at the Mondrian, a luxury hotel and residence in Miami; sign purchase agreements and pay down payments on apartments at the Atlantis resort in the Bahamas; and

obtain insurance coverage for his personal residence and automobile and employee health insurance for himself and his girlfriend. The Committee further concluded that Blazer breached his fiduciary duties to CONCACAF through such self-dealing and that he violated the CONCACAF Statutes by not properly managing CONCACAF’s financial affairs. The Committee also concluded that, beginning in 2006, Blazer violated the FIFA Ethics Code by

paying himself in the form of commissions without obtaining express authorization from the CONCACAF Executive Committee or the Congress. The Committee concluded that Jack Warner breached his fiduciary duties to CONCACAF in connection with Blazer’s

compensation because Warner was aware that, after July 17, 1998, Blazer had no employment contract but continued to pay himself without authorization for 13 years, and Warner did not raise the matter with the CONCACAF Executive Committee.



C. In connection with the failure of CONCACAF and its subsidiary, CMTV, to file

U.S. federal income tax returns and pay taxes:

• Blazer Violated U.S. Federal Tax Laws

• Blazer Breached His Fiduciary Duties to CONCACAF and CMTV

• Blazer Violated the CONCACAF Statutes

The Committee concluded that Chuck Blazer violated U.S. federal tax laws by willfully

failing to file federal tax returns and willfully failing to pay taxes on behalf of CMTV for the

years 2004 to 2010 and by failing to file federal tax returns for CONCACAF for the years 2006

to 2010. The Committee also concluded that, by not addressing the tax obligations of

CONCACAF and CMTV, Blazer breached his fiduciary duties to CONCACAF and CMTV

and violated the CONCACAF Statutes which charged him, as General Secretary, with the duty

to manage CONCACAF’s financial affairs.

D. In connection with CONCACAF’s financial statements and audits:

• Warner and Blazer Committed Fraud Against CONCACAF

• Warner and Blazer Breached Their Fiduciary Duties to CONCACAF

• Warner and Blazer Violated the CONCACAF Statutes

The Committee concluded that Jack Warner and Chuck Blazer committed fraud against

CONCACAF in connection with the CONCACAF financial statements and external audits in

two ways. First, Warner and Blazer repeatedly issued financial statements that they knew

contained misrepresentations and material omissions. Second, they represented that the

financial statements were subject to independent audits when they knew that the auditor used

viii

by CONCACAF was not independent and did not engage in activities one would normally

associate with an audit. The Committee also concluded that Warner and Blazer breached their

fiduciary duties to CONCACAF and violated the CONCACAF Statutes through the same

fraudulent conduct.

The Committee finalized this report in April 2013, and at last writing, the Committee

was scheduled to discharge its duties by presenting its findings and this report to the

CONCACAF Executive Committee in Panama City, Panama on April 18, 2013. The

presentation to the Executive Committee was scheduled to take place one day before the

annual meeting of the CONCACAF Congress in Panama City on April 19, 2013.

1

I. BACKGROUND

A. The Organization

1.1. The Confederation of North, Central American and Caribbean Association

Football (“CONCACAF”) is one of six continental bodies that administer the sport of football

along with Fédération Internationale de Football Association (“FIFA”), the world governing

body for football.1 CONCACAF is currently based in Miami, Florida, and was founded on

September 18, 1961 through the merger of the North American Football Confederation and the

Confederación Centroamericana y del Caribe de Fútbol.2 CONCACAF’s mission is to support

football in North America, Central America, the Caribbean, and three South American countries

(Guyana, Suriname and French Guiana) by providing services to its 40 national football

association members.3

1.2. CONCACAF was registered and incorporated in the Bahamas on September 19,

1994, as a company limited by guarantee under the provisions of the Companies Act of 1992.4

The liability of its members is limited and CONCACAF is licensed to trade as a non-profit

company.5

1.3. In addition to governing the sport of football for its region, CONCACAF

organizes competitions, offers training courses in technical and administrative aspects of the

sport, and generally works to develop football.6 CONCACAF organizes tournaments on one,

two, and four-year cycles for clubs and national teams throughout the region.7 CONCACAF

currently administers two main tournaments: the Gold Cup and the Champions League.8

1.4. The Gold Cup – a biennial nations championship for North and Central America

and the Caribbean – is CONCACAF’s premier event.9 The Gold Cup evolved from a series of

championship tournaments in the region dating back to 1941 and assumed its current form in

1991.10 Once every four years, the winner of the Gold Cup serves as the region’s entrant in the

1 What is CONCACAF?, CONCACAF, http://www.concacaf.com/page/History/0,,12813,00.html (last visited Apr.

17, 2013).

2 Id.

3 Id.

4 DOC5930810.

5 Id.

6 What is CONCACAF?, CONCACAF, http://www.concacaf.com/page/History/0,,12813,00.html (last visited Apr.

17, 2013).

7 See id.

8 CONCACAF Gold Cup Competition, Gold Cup, http://www.goldcup.org/page/GoldCup/Competition/

0,,12802,00.html (last visited Apr. 17, 2013); Basics, CONCACAF Champions,

http://www.concacafchampions.com/page/CL/Basics/0,,12856,00.html (last visited Apr. 17, 2013).

9 CONCACAF Gold Cup Competition, Gold Cup, http://www.goldcup.org/page/GoldCup/Competition/

0,,12802,00.html (last visited Apr. 17, 2013).

10 Id.

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FIFA Confederations Cup, a tournament of national teams that serves as a prelude to the FIFA

World Cup.11

1.5. The Champions League is an annual international club football championship for

teams from North and Central America and the Caribbean.12 The winner of the Champions

League qualifies for the FIFA Club World Cup.13 The Champions League evolved from a series

of championships in the region dating back to 1962 and assumed its current form in 2008.14

1.6. CONCACAF also helps to organize qualifying tournaments and regional

championships for the FIFA World Cup, the FIFA Women’s World Cup, FIFA tournaments at

under-17, under-20 and under-23 youth levels, the FIFA Beach Soccer World Cup, and the FIFA

Futsal World Cup.15

1. Relationship with FIFA

1.7. CONCACAF is represented within FIFA by three representatives who serve on

FIFA’s Executive Committee.16 One of these representatives serves as a Vice President of

FIFA.17 The CONCACAF representatives on FIFA’s Executive Committee are chosen by

CONCACAF’s Congress.18 Each of CONCACAF’s three regions – North America, Central

America, and the Caribbean – is represented through one of the FIFA Executive Committee

membership seats.19

2. Relationship with Regional Football Unions

1.8. Two regional unions support CONCACAF: the Caribbean Football Union (the

“CFU”) and La Unión Centromericana de Fútbol (“UNCAF”). These unions organize regional

and qualifying events for men’s and women’s national teams, as well as qualifying events for

club teams, that are seeking to compete in different CONCACAF tournaments. The CFU is

comprised of 30 member associations. The CFU has its own Congress, Executive Committee,

11 Id.

12 Basics, CONCACAF Champions, http://www.concacafchampions.com/page/CL/Basics/0,,12856,00.html (last

visited Apr. 17, 2013).

13 Id.

14 Id.

15 What is CONCACAF?, CONCACAF, http://www.concacaf.com/page/History/0,,12813,00.html (last visited Apr.

17, 2013).

16 CONCACAF Statutes (2006), Arts. 3(7), 20(a), available at http://www.concacaf.com/staticFiles/af/41/

0,,12813~147887,00.pdf (last visited Apr. 17, 2013); see also FIFA Statutes (2012), Art. 30(4), available at

http://www.fifa.com/mm/document/affederation/generic/01/66/54/21/fifastatutes2012e.pdf (last visited Apr. 17,

2013).

17 CONCACAF Statutes (2006), Arts. 3(7), 20(a); see also FIFA Statutes (2012), Art. 30(4).

18 CONCACAF Statutes (2006), Arts. 3(7), 20(a).

19 Id., Art. 43.

3

General Secretariat, and Standing Committees.20 The CFU’s stated objectives include the

governance and promotion of football in the Caribbean region.21 UNCAF is comprised of the

national associations of Belize, Costa Rica, El Salvador, Guatemala, Honduras, Nicaragua, and

Panama.22 UNCAF has its own Congress, Executive Committee, General Secretary, and

committees.23 UNCAF’s stated objectives include promoting and supervising football within its

region; coordinating relationships within international sports; and ensuring its members’

adherence to the FIFA Ethics Code.24 A third regional association, the North American Football

Union, which is comprised of Canada, Mexico, and the United States, is inactive.

B. CONCACAF Organizational Structure

1.9. The Statutes of CONCACAF (the “CONCACAF Statutes”) establish

CONCACAF’s organizational structure and allocate powers among its branches. In accordance

with the CONCACAF Statutes, CONCACAF is made up of three branches: (i) the Congress,

which forms the legislative branch and is the “supreme authority of CONCACAF;” (ii) the

Executive Committee, which forms the executive branch (together with the Emergency

Committee which has certain powers and is comprised of a subset of the Executive Committee);

and (iii) the General Secretariat, which forms the administrative branch.25 CONCACAF’s

Articles of Association (the “CONCACAF Articles”), as filed in the Bahamas, reflect the

provisions of the CONCACAF Statutes.26

1. The Congress

1.10. The Congress is made up of a delegation from each national member association.

Each association may send three individuals to the CONCACAF Congress, and the delegation as

a whole can cast a single vote in the Congress.27 Meetings of the CONCACAF Congress are

either Ordinary or Extraordinary.28 The duties of the Ordinary Congress include, among other

things, the election of CONCACAF’s Executive Committee and its FIFA delegation; the

admission of geographically appropriate national member associations; the approval of loans; the

authorization of real estate purchases, sales, and mortgages exceeding $100,000 in value;29 and

20 CFU Constitution, Art. 5, available at http://www.caribbeanfootballunion.org/home/2010pdf/constitution_cfu.pdf

(last visited Apr. 17, 2013).

21 Id. Art. 2.

22 UNCAF, http://uncaf.net/ (last visited Apr. 17, 2013).

23 Estatutos de UNCAF (UNCAF Statutes) (2008), Art. 11, available at http://uncaf.net/portal/uploads/

PDdownloads/estatutos_uncaf_(final).pdf (last visited Apr. 17, 2013).

24 Id. Art. 2.

25 CONCACAF Statutes (2006), Arts. 11, 12, 30.

26 Compare CONCACAF Articles, with CONCACAF Statutes (2006).

27 CONCACAF Statutes (2006), Art. 18.

28 Id. Art. 12.

29 Unless specifically noted, all references to monetary amounts within this report refer to U.S. Dollars.

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the approval of budgets and financial statements as presented by the Executive Committee.30

The Extraordinary Congress has the power to impose, interpret, modify, and repeal

CONCACAF’s laws.31

2. The Executive Committee

1.11. The Executive Committee is made up of seven members, elected by the

Congress.32 The President of CONCACAF is Chairman of the Executive Committee, and is

joined on the Executive Committee by three Vice Presidents and three Members.33 One Vice

President and one Member must represent each of the three CONCACAF zones: North America,

Central America, and the Caribbean.34 Each Executive Committee member serves a four-year

term of office.35 The CONCACAF Articles define “the Executive Committee” as “the Board of

Directors for the Company.”36 The duties of the Executive Committee include, among other

things, the administration of CONCACAF; the appointment of the General Secretary and the

members of any commission; the submission of an annual budget and financial statements to the

Congress; and the resolution of conflicts among national member associations.37 The President

of CONCACAF has certain specific powers, including the power to authorize extraordinary

expenditures, and the power to cast tie-breaking votes in the Congress.38 Otherwise, the

President has no vote in the Congress.39 The Emergency Committee is comprised of the

President and the three Vice Presidents, and is empowered to deal with all matters requiring

immediate attention.40 In addition, the CONCACAF Statutes identify certain standing

committees that are designated to deal with specific issues such as competitions, public affairs,

discipline, referees, legal issues, and finance.41

3. The General Secretariat

1.12. The General Secretariat is headed by a Secretary General, who is appointed by the

Executive Committee and is tasked with the administration of CONCACAF and the management

of its properties.42 The Secretary General is commonly referred to as the “General Secretary.”

30 Id. Art. 20.

31 Id. Art. 21.

32 Id. Arts. 24, 25.

33 Id. Art. 24.

34 Id.

35 Id. Art. 25.

36 CONCACAF Articles ¶ 1(8).

37 CONCACAF Statutes (2006), Art. 28.

38 Id. Art. 29.

39 Id.

40 Id. Art. 30.

41 Id.

42 Id. Art. 38.

5

The General Secretary’s responsibilities include, among other things, the appointment of

CONCACAF personnel and the management of CONCACAF’s finances.43 According to the

CONCACAF Statutes, the General Secretary may be compensated or uncompensated.44 If

uncompensated, the General Secretary is entitled to “representation expenses,” which are to be

approved by the Congress.45

C. Leadership and Growth of CONCACAF

1.13. Prior to 2012, only three Presidents led CONCACAF during its 50-year history.

CONCACAF’s first President was Ramon Coll Jaumet from Costa Rica, who led CONCACAF

from 1961 to 1968. Thereafter, Joaquín Soria Terrazas from Mexico led CONCACAF for more

than 20 years, from 1968 to 1990. In 1990, Austin Jack Warner (“Jack Warner” or “Warner”)

from Trinidad and Tobago was elected to the office of President and served in that position for

more than 20 years until 2011.

1.14. Shortly after Jack Warner was elected President in 1990, Charles “Chuck” Blazer

(“Chuck Blazer” or “Blazer”) was appointed General Secretary of CONCACAF. Blazer

previously had served as an official in the United States Soccer Federation and had actively

supported Warner’s efforts to secure the CONCACAF Presidency. With Blazer’s support,

Warner was able to transform his candidacy into a successful bid from what had once been a

long-shot challenge to an entrenched incumbent.

1.15. When Warner and Blazer assumed their leadership positions, CONCACAF was a

languishing confederation with few resources, little or no sponsorships or broadcast revenues,

and events and competitions that, at best, had achieved limited success. During the next 21

years, Warner and Blazer together led CONCACAF through an extended period of development

and prosperity in which sanctioned football-related activities increased steadily and

CONCACAF grew substantially. By 2010, CONCACAF’s annual revenues, as set forth in its

annual financial statements, had grown to more than $25 million ($35 million in 2009, a Gold

Cup year), its total reported assets exceeded $45 million, and CONCACAF’s full-time

employees totaled more than 30.

1.16. During the time they led CONCACAF, Warner and Blazer served in other

leadership positions in the world of football. In 1998, Warner – who became a member of the

FIFA Executive Committee in 1983 – was elevated to the position of Vice President of the

Executive Committee of FIFA. Warner also served for many years as President of the CFU, and

he served as “Special Advisor” to the Trinidad and Tobago Football Federation (the “TTFF”).46

43 Id. Art. 39.

44 Id. Art. 38.

45 Id.

46 Warner reportedly controlled the TTFF, notwithstanding this unofficial position in the organization. Witness

Interview Memorandum.

6

Blazer became a member of the Executive Committee of FIFA in 1996 and still holds that

position.47

1.17. In 2011, Warner and Blazer each resigned from their leadership positions within

CONCACAF, and Warner resigned from his leadership positions within FIFA and the CFU. The

resignations came on the heels of public allegations of misconduct that were directed separately

against Warner and Blazer, including public allegations of misconduct that Warner and Blazer

leveled against each other.

D. CONCACAF Operations

1.18. By 2011, CONCACAF had operations in four locations: (i) New York; (ii)

Miami; (iii) Guatemala; and (iv) Trinidad and Tobago.

1.19. From 1990 to 2012, CONCACAF’s headquarters were located in New York City.

New York was selected as the location for CONCACAF’s headquarters because of its prominent

international status and the fact that it was the home of the General Secretary, Chuck Blazer.

During the early years of his tenure, when CONCACAF’s staff consisted of a small number of

employees, Blazer established CONCACAF’s headquarters in office space located within the

Trump Tower in New York. As Blazer and Jack Warner steadily grew CONCACAF, the

number of CONCACAF’s staff grew as well. Eventually, CONCACAF’s New York office

occupied an entire floor in the Trump Tower, which included a full broadcast studio. By 2011,

the New York office staff had grown to approximately 30 employees working within

competitions, marketing, administrative, member relations, accounting, and IT departments that

supported CONCACAF’s growing operations.

1.20. In 2003, CONCACAF formed a wholly-owned subsidiary, CONCACAF

Marketing & TV, Inc. (“CMTV”), which was established as a corporation under the laws of

Florida. In 2008, CONCACAF opened an office in Miami to house the CMTV operations.

Miami was chosen as the location for CMTV’s operations because of its close proximity to many

of CONCACAF’s business partners in Latin America and the Caribbean. At the time the Miami

office opened, its staff consisted of five employees. That office also steadily grew. It initially

functioned as a support center for CONCACAF’s Champions League tournaments and other

events in Latin America and the Caribbean. Eventually, it handled some of CONCACAF’s

marketing and broadcasting efforts.

1.21. In 2012, CONCACAF moved its headquarters from New York to Miami. This

move was prompted by Miami’s proximity to CONCACAF’s business partners and by its central

location to most of CONCACAF’s member nations within Central America and the Caribbean.

The Miami office now has 20 employees and nearly all of the business departments previously

located in New York have transitioned to the new headquarters.

47 DOC05930814. In February 2013, Blazer announced that he would leave his position as the North American

member of FIFA’s Executive Committee in May 2013, and would not seek re-election for a fifth term. FIFA

Whistleblower Will Not Seek Re-Election, N.Y. TIMES (Feb. 16, 2013), http://www.nytimes.com/

2013/02/17/sports/soccer/fifas-chuck-blazer-will-not-seek-re-election.html.

7

1.22. CONCACAF also maintains a small regional office in Guatemala. This office is

shared with UNCAF and supports CONCACAF’s activities in Central America including

support for CONCACAF’s Champions League tournaments.

1.23. Until 2012, CONCACAF also maintained a regional office in Trinidad and

Tobago managed by Warner (the “President’s Office”). This office was intended to provide the

CONCACAF President with the administrative support required to perform his duties,48 but it

also was utilized to support CONCACAF’s Caribbean operations and activities. At times, it

operated as a CFU office.49 Warner had complete control over the President’s Office.50

Witnesses stated that Warner used it for work related to CONCACAF, the CFU, the TTFF, and

at times, his personal and political activities.51 The President’s Office staff appears to have had a

wide variety of duties related to all of Warner’s activities. Although some employees had the

perception that they were employed by CONCACAF, the Committee was unable to determine if

particular employees were in fact employed by CONCACAF, the CFU, or some other entity

controlled by Warner.52

1.24. As explained more fully below, CONCACAF funded the development and

operations of the Centre of Excellence (the “COE”), a multi-purpose complex situated on the

outskirts of Port of Spain, Trinidad and Tobago. The COE began operations in 1997 but the

facility officially opened in 1998. It was originally named the “CONCACAF Centre of

Excellence,” but its name was changed to the “Dr. João Havelange Centre of Excellence” at a

ribbon-cutting ceremony in 1998 in honor of former FIFA President, Dr. João Havelange.

1.25. The COE was intended to act as an all-purpose football training and development

complex that would cater to all of the football needs of CONCACAF’s member nations. Since

its opening, the COE has hosted various football-related activities and training courses. The

COE includes the Marvin Lee Stadium, which has hosted various football tournaments and

matches and is the home venue for a local football club owned by Warner. For a considerable

period of time after its opening, the COE was managed by one of Warner’s sons, but witnesses

stated that Warner himself closely managed operations at the COE.53

E. Meetings of the Executive Committee and Congress

1.26. From at least 1993 through 2010, CONCACAF’s Executive Committee met twice

each year, typically in the spring and fall. In 2011, the Executive Committee began meeting

48 In 2013, CONCACAF established an office in the Cayman Islands to provide the current CONCACAF President

with the administrative support required to perform his duties.

49 Witness Interview Memorandum.

50 Witness Interview Memorandum.

51 Witness Interview Memorandum. Warner has also held elected positions within the Trinidad and Tobago

government, and is currently serving as the Minister of National Security of Trinidad and Tobago.

52 Witness Interview Memorandum.

53 Witness Interview Memoranda.

8

three times per year.54 The Executive Committee meetings are usually private, attended only by

Executive Committee members, CONCACAF staff who assist with the meeting presentations or

logistics, and other invited guests.

1.27. From at least 1990 through 2006, the CONCACAF Congress met every two

years, typically in April or May. In 2006, the Congress began to meet annually.55 These

meetings are often private, attended by CONCACAF Congress delegates (three for each member

nation), CONCACAF Executive Committee members, CONCACAF staff who assist with the

meeting presentations or logistics, and other invited guests.

1.28. Since at least 1990, minutes were drafted for all CONCACAF Executive

Committee and Congress meetings. Most, but not all, of the minutes were preserved by

CONCACAF. Beginning in 2001, CONCACAF began to make audio recordings of Executive

Committee and Congress meetings. Most, but not all, of the audio recordings were preserved by

CONCACAF. In 2007, CONCACAF began to make video recordings of some, but not all, of

the CONCACAF Executive Committee and Congress meetings. All of the video recordings

were preserved by CONCACAF.

54 DOC05931298.

55 DOC05931290.

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II. ALLEGATIONS OF MISCONDUCT INVOLVING CONCACAF OFFICIALS

2.1. In recent years, the sport of football worldwide has been subject to media reports

and other allegations of corruption and self-dealing by officials and administrators. These

allegations have at times involved Jack Warner or Chuck Blazer. Allegations of corruption and

self-dealing have the obvious potential to impair CONCACAF’s reputation for integrity.

CONCACAF’s reputation for integrity is vital to its effectiveness and success in light of its role

in governing and administering football as well as its role in sponsoring major public

tournaments.

2.2. In 2006, Warner was implicated in a public scandal involving the reselling of

large blocks of tickets to the 2006 World Cup at inflated prices. The tickets were made available

to certain football officials by the FIFA ticket office with the understanding that, if they were

resold, it would not be for more than face value. Investigations resulted in FIFA fining Warner’s

son $1 million for reselling the tickets, which were acquired from FIFA under Warner’s name,

through a travel agency owned by Warner and his family.56

2.3. Other reports alleged that Warner sought funds from the English Football

Association to subsidize the $1.6 million cost of the 2010 World Cup television rights for Haiti

following the 2010 earthquake. FIFA denied that Haiti was granted a public viewing license for

the competition and said it had no discussions anywhere in the world for an amount as large as

$1.6 million.57 In 2011, media accounts alleged that Warner had sublicensed the CFU’s 2010

and 2014 World Cup television rights to one of his companies, and in 2007 sold the rights for

millions of dollars without disclosing his financial interest.58

2.4. The most high-profile of the allegations against Jack Warner involved bribery

allegations against Warner and Mohamed bin Hammam (“Bin Hammam”) during Bin

Hammam’s 2011 campaign for the office of President of FIFA. A FIFA Ethics Committee

report concluded that there was “comprehensive, convincing and overwhelming” evidence that

Bin Hammam sought to bribe officials and that Warner was an “accessory” to this corruption.59

The FIFA investigation commenced after allegations against Warner and Bin Hammam were

reported to FIFA by Chuck Blazer.

56 Jeré Longman & Doreen Carvajal, FIFA Power Broker Is Out After Years of Whispers, N.Y. TIMES (June 20,

2011), http://www.nytimes.com/2011/06/21/sports/soccer/jack-warner-fifa-and-concacaf-power-brokerresigns.

html.

57 David Bond, E-mail Adds to Pressure on FIFA’s Jack Warner, BBC (May 26, 2011), http://www.bbc.co.uk/

sport/0/football/13559384.

58 FIFA Ends Warner TV Deal, TRINIDAD EXPRESS (Sept. 8, 2011), http://www.trinidadexpress.com/sports/

FIFA_ends_Warner_TV_deal-129507108.html.

59 Mitch Phillips, FIFA Found “Overwhelming” Evidence of Bribery, REUTERS (June 22, 2011),

http://www.reuters.com/article/2011/06/22/us-soccer-fifa-idUSTRE75L4PY20110622.

10

2.5. Following the bribery scandal, in June 2011, Warner resigned from all of his

leadership positions in football, including his positions with FIFA, CONCACAF, and the CFU.60

Warner then went on the offensive against his former partner Blazer. In the same month, Warner

publicly alleged that Blazer had misused CONCACAF funds by secretly arranging for

CONCACAF to pay rent on his New York apartment and by purchasing two apartments in 2010

in CONCACAF’s name in Miami’s South Beach district without the knowledge of Warner or the

other members of the CONCACAF Executive Committee.61 Warner also alleged that Blazer had

once misappropriated quarterly payments of $12,000 from Umbro International, one of

CONCACAF’s former sponsors.62

2.6. In October 2011, Blazer announced that he would resign as General Secretary of

CONCACAF effective December 31, 2011.63

2.7. In February 2012, the TTFF alleged that Warner misappropriated hundreds of

thousands of dollars of funds donated to Haiti by FIFA and the Korea Football Association

following the 2010 earthquake.64 And in May 2012, reports emerged that the Dr. João

Havelange Centre of Excellence (the “COE”) in Trinidad and Tobago was owned by two of

Warner’s companies and not by CONCACAF as had been widely believed.65 The media also

reported in 2011 that the U.S. Federal Bureau of Investigation was investigating hundreds of

thousands of dollars in secret payments from CFU accounts tightly controlled by Warner to

offshore Bahamas and Cayman Islands accounts operated by Blazer.66 The Court of Arbitration

for Sport issued a ruling in 2012 related to the secret payments in which it determined that there

was ample evidence to conclude that Warner co-mingled CFU and personal funds in CFU bank

60 Tariq Panja, FIFA Vice President Jack Warner Resigns from All His Soccer Posts, BLOOMBERG (June 20, 2011),

http://www.bloomberg.com/news/2011-06-20/fifa-vice-president-jack-warner-resigns-from-all-his-soccerposts.

html.

61 Richard Conway, Blazer Faces Apartment Rent Claim, BBC (Jun 8, 2012), http://www.bbc.co.uk/sport/0/

football/18367869.

62 Id.

63 Samuel Rubenfeld, Chuck Blazer to Step Down From CONCACAF, WALL ST. J. (Oct. 6, 2011),

http://blogs.wsj.com/corruption-currents/2011/10/06/chuck-blazer-to-step-down-from-concacaf.

64 TTFF Claims Jack Warner Controlled Account Holding Missing Haiti Funds, GUARDIAN (Feb. 16, 2012),

http://www.guardian.co.uk/football/2012/feb/16/ttff-jack-warner-haiti-funds; FIFA Reviewing Jack Warner

Evidence, ESPN (Mar. 1, 2012), http://espn.go.com/sports/soccer/story/_/id/7633402/fifa-studies-jack-warnerevidence-

alleged-missing-haiti-aid-case.

65 Andrew Warshaw, Mortgage Deeds Show Jack Warner’s Centre of Excellence Ownership Denials to be False,

INSIDE WORLD FOOTBALL (June 3, 2012), http://www.insideworldfootball.com/worldfootball/

centralandnorthamerica/10901-jack-waners-centre-of-excellence-ownership-denials-proved-false-.

66 Andrew Jennings, FBI Investigates Secret Payments to FIFA Whistleblower, INDEPENDENT (Aug. 11, 2011),

http://www.independent.co.uk/sport/football/news-and-comment/fbi-investigates-secret-payments-to-fifawhistleblower-

2337260.html.

11

accounts, and that he paid Blazer hundreds of thousands of dollars from these accounts without

providing any explanation to the CFU.67

2.8. In May 2012, reports also emerged that CONCACAF had failed to file U.S.

income tax returns, and that CONCACAF concealed U.S. tax liabilities amounting to millions of

dollars.68 The media also reported allegations that Blazer improperly received commissions

from CONCACAF, through his company Sportvertising, under a written contract that expired in

1998.69

67 Kern De Freitas, Jack Stays Mum on Sport Court Ruling, TRINIDAD EXPRESS (July 26, 2012),

http://www.trinidadexpress.com/news/Jack_stays_mum_on_sport_court_ruling-163807246.html.

68 New Corruption Allegation Against Warner and CONCACAF, PLAY THE GAME (May 24, 2012),

http://www.playthegame.org/news/detailed/new-corruption-allegations-against-warner-and-concacaf-5399.html;

Tariq Panja, Concacaf Soccer Body Tells Members About Financial Mismanagement, BLOOMBERG BUS.WK. (May

23, 2012), http://www.businessweek.com/news/2012-05-23/concacaf-soccer-body-tells-members-about-financialmismanagement.

69 Richard Conway, FIFA Executive’s Payments ‘Unlawful’, BBC (May 29, 2012), http://www.bbc.co.uk/sport/0/

football/18232533.

12

III. REFORM AT CONCACAF

3.1. With the departures of Warner and Blazer, CONCACAF faced a leadership crisis

and, to restore its reputation for integrity, it needed to respond to public criticisms that had

arisen.

A. New Leadership

3.2. In May 2012, the CONCACAF Congress met in Budapest, Hungary and elected

Jeffrey Webb (“Webb”) to be the next President of CONCACAF. Webb had served as President

of the Cayman Islands Football Association since 1991 and was Deputy Chairman of the FIFA

Internal Audit Committee and a member of the FIFA Transparency and Compliance Committee.

Webb pledged to promote transparency, accountability, and reform within CONCACAF and to

take necessary steps to preserve integrity in the sport of football. After his election, Webb

announced that the Executive Committee had formed four committees focused on transparency

and reform: an Integrity Committee, an Audit & Compliance Committee, a Statutes and

Regulations Committee, and a Finance Committee.70

3.3. In July 2012, the Executive Committee appointed Enrique Sanz (“Sanz”) to be

General Secretary of CONCACAF. Sanz had been involved in football for more than 15 years

and came to CONCACAF from his position as Vice President of Traffic Sports USA, a leading

football marketing company in Latin America. Sanz supported the reform efforts initiated by

Webb and the CONCACAF Executive Committee, and he commenced additional measures

intended to safeguard the integrity of the sport, including initiatives aimed at addressing the risk

of match-fixing in football.

B. The Integrity Committee

3.4. Among the reform measures announced by Webb was the appointment by the

CONCACAF Executive Committee of an Integrity Committee charged with reviewing the past

practices of the prior administration of CONCACAF. The mission of the Integrity Committee is

to oversee investigations of various allegations of misconduct that have been raised, to determine

the facts relevant to such allegations, and to draw conclusions about the significance of relevant

facts. The investigation process is intended to give CONCACAF an established factual basis

from which to take any appropriate corrective action and to allow CONCACAF to move forward

free from any doubt about the integrity of its leadership so that the organization can focus

exclusively on developing the sport of football in the region.

70 See, e.g., Press Release, CONCACAF, CONCACAF Announces New Integrity Committee (Sept. 14, 2012),

available at http://www.concacaf.com/page/ConfederationDetail/0,,12813~2918241,00.html; Press Release,

CONCACAF, Audit and Compliance Committee Announced (Oct. 25, 2012), available at

http://www.concacaf.com/page/ConfederationDetail/0,,12813~2959278,00.html; Press Release, CONCACAF,

CONCACAF Forms Finance Committee (Dec. 20, 2012), available at http://www.concacaf.com/page/

ConfederationDetail/0,,12813~3015330,00.html.

13

3.5. The Integrity Committee consists of three individuals with vast experience in law

and accounting. They come from each of the three zones of the CONCACAF region and are

wholly independent of the administration of the sport of football.

3.6. Sir David Anthony Cathcart Simmons, K.A., B.C.H., Q.C., is Chairman of the

Integrity Committee. He was Attorney General (1985-1986; 1994-2001) and Chief Justice

(2002-2010) of Barbados. He also was a Member of the Barbados Parliament (1976-2001).

3.7. Judge Ricardo Urbina is a Member of the Integrity Committee. He served for 31

years as a judge in both the federal and local courts in the District of Columbia in the United

States before recently retiring. Judge Urbina presided over numerous high-profile cases and

issued over 1,000 memorandum opinions during his tenure on the bench. Before he became a

judge, Judge Urbina was an Associate Professor of Law at Howard University School of Law.

3.8. Ernesto Hempe is a Member of the Integrity Committee. He is a retired partner,

and was Partner-in-Charge of Risk Management and Ethics, at PricewaterhouseCoopers

Interamerica (Central America and the Dominican Republic). Hempe currently serves as

General Coordinator of various projects in Panama financed by the Inter-American Development

Bank and as an advisor to the Superintendency of Banks of Panama.

3.9. The Executive Committee empowered the Integrity Committee to oversee the

investigation and determine the facts related to the following specific issues: (i) ownership of the

COE; (ii) an apartment at Trump Tower and the application of CONCACAF funds in relation to

the apartment; (iii) the whereabouts of funds generated by a contract between CONCACAF and

Umbro International; (iv) the circumstances surrounding the purchase of two apartments in

Miami and a Hummer vehicle; (v) the employment contract of the former General Secretary of

CONCACAF, and in particular, the provisions of the contract relating to the payment of

commissions and its expiration; (vi) CONCACAF’s failure to pay taxes and to file tax returns;

(vii) the application or otherwise of CONCACAF’s funds over the past five years; and (viii) the

completeness and accuracy of CONCACAF’s financial statements and audits for the past five

years. The Executive Committee also authorized the Integrity Committee to seek an expansion

of its mandate if the Integrity Committee identified evidence of wrongdoing in other areas that it

believed merited investigation.

3.10. The Executive Committee conferred upon the Integrity Committee all of the

regular powers of an investigative body, including the ability to call witnesses and to reach

conclusions of fact. The Integrity Committee was also given complete independence in the

conduct of its investigation.

C. Advisors to the Integrity Committee

3.11. CONCACAF provided the Integrity Committee with all of the resources and

expertise necessary to conduct a thorough investigation. In June 2012, the Executive Committee

engaged U.S. law firm Sidley Austin LLP (“Sidley”) to advise and assist the Committee in its

investigation. CONCACAF further authorized Sidley to engage BDO Consulting to provide

forensic accounting services and to support the investigation by assisting with the collection and

preservation of evidence. In addition, CONCACAF appointed a Secretariat to render such

14

assistance as was necessary to the Committee and counsel, and generally, to coordinate all

administrative and logistical arrangements for meetings of the Committee.

D. Meetings of the Integrity Committee

3.12. The Committee held eight meetings on the following dates:

• September 18, 2012

• October 9-10, 2012

• November 13, 2012

• December 11-12, 2012

• February 12-13, 2013

• March 20-21, 2013

• April 2-4, 2013

• April 11, 2013

15

IV. INVESTIGATIVE PROCESS

4.1. The Integrity Committee sought to identify, collect, and organize any evidence

that it could obtain that was relevant to the issues under investigation. CONCACAF made all

electronic and hardcopy documents and accounting and financial information in the

organization’s custody available to the Committee and counsel and provided access to employees

who may have possessed relevant information. CONCACAF also introduced the Committee to

witnesses outside of CONCACAF and encouraged those witnesses to cooperate with the

investigation. The Committee and counsel independently sought to collect evidence from third

parties who were believed to possess relevant information.

4.2. The investigative process consisted of five components: (i) preservation and

collection of CONCACAF’s documents; (ii) securing evidence from Jack Warner and Chuck

Blazer; (iii) collection of documents and information from sources external to CONCACAF; (iv)

forensic accounting analysis; and (v) interviews of witnesses. The five components of the

investigative process are discussed in more detail below.

A. Preservation and Collection of CONCACAF Documents

4.3. Even before the appointment of the Integrity Committee, CONCACAF acted

quickly to preserve documentary evidence within CONCACAF. The Committee’s advisors

imaged CONCACAF’s email and shared file servers. They imaged the laptop and desktop

computers and external hard drives of current and former CONCACAF employees who may

have had relevant information in the organization’s New York and Miami offices. They also

collected and imaged current and archived versions of CONCACAF’s electronic accounting

system and copied hardcopy documents and potentially relevant audio and video recordings. At

the same time, CONCACAF issued broad, formal document preservation instructions to all of its

employees.

4.4. The Committee’s advisors collected over 4 terabytes of raw electronic data from

CONCACAF, including over 1.6 terabytes of data from 18 custodian computers and over 2.4

terabytes of server data. The Committee’s advisors also collected 49 file server backup tapes and

58 boxes of hardcopy documents. To confirm the thoroughness of its document collection effort,

counsel to the Committee conducted a number of document collection interviews of

CONCACAF employees who may have had custody of relevant evidence in particularly critical

areas, including information technology, accounting, and management.

B. Collection of Evidence from Warner and Blazer

4.5. The Integrity Committee was able to collect some documents and emails that had

been in the custody of, or were authored by, Jack Warner or Chuck Blazer. However, significant

gaps exist in the evidence that the Committee was able to collect because both Warner and

Blazer were unwilling to cooperate with the investigation.

1. Jack Warner

4.6. In Jack Warner’s case, the Committee collected from the CONCACAF offices in

New York and Miami some documents and emails authored by Warner. Many of these consisted

16

of documents or emails that Warner had sent to others. The Committee did not find many

documents authored by Warner on CONCACAF’s servers because the President’s Office in

Trinidad and Tobago, where Warner primarily worked, had not been networked with the servers

in CONCACAF’s headquarters in New York. Moreover, although a CONCACAF email account

had been assigned to Warner, it does not appear that he often used it. The Committee was

informed by a CONCACAF employee that, when Warner was first granted a network email

address, he stated in substance that he would not use it because he did not want his

communications reviewed by the New York office.71

4.7. It was clear to the Committee that the bulk of any relevant documents that had

been in the custody of, or were authored by, Warner probably resided in Trinidad and Tobago

and would require Warner’s assistance to collect. In fact, so far as the Committee could

determine, Warner had complete control over all of the CONCACAF computers, documents, and

other evidence that existed in Trinidad and Tobago, but he appears to have either destroyed such

evidence or was unwilling to provide it to the Committee.72

4.8. In September 2012, the current CONCACAF General Secretary, Enrique Sanz,

traveled to Trinidad and Tobago to meet with Warner and to discuss a variety of matters. Sanz

reported that, during the meeting, Warner took him to the office in Port of Spain that Warner had

used when he served as the President of CONCACAF.73 Sanz observed that the office was being

cleaned for a new tenant and that document shredding was taking place.74

4.9. The Chairman of the Integrity Committee (the “Chairman”) authorized counsel to

sign a letter on the Chairman’s behalf addressed to Warner, dated January 21, 2013, requesting

documents covering a wide range of topics under investigation. On January 29, 2013, Warner

responded in writing to the effect that, because he had resigned from his position as President of

CONCACAF, he had no documents or records in any form in his possession or otherwise which

would allow him to respond to the matters contained in the Chairman’s letter. On February 12,

2013, the Committee sent Warner a follow-up request for documents and for a meeting with the

Committee, and asked that he respond to the Committee by March 12, 2013. To date, Warner

has not responded to this request.

4.10. The Committee appends to this report, as Appendix A, the correspondence

between the Committee and Warner.

2. Chuck Blazer

4.11. In Chuck Blazer’s case, the Committee was able to collect from the CONCACAF

servers a significant number of documents and emails that had been in the custody of, or were

authored by, Blazer. Nevertheless, the Committee is not confident that it collected all, or even

71 Witness Interview Memorandum.

72 Witness Interview Memoranda.

73 Witness Interview Memorandum.

74 Witness Interview Memorandum.

17

most, of his relevant documents. For example, the Committee was unable to collect documents

from the computers primarily used by Blazer because, according to witnesses, Blazer most often

used his own computers for CONCACAF business.75 On his departure, Blazer did not provide

data from his computers to CONCACAF.

4.12. The Committee notes that it is possible that Blazer retained relevant hardcopy

documents and other evidence belonging to CONCACAF. Blazer accessed his CONCACAF

office until April 2012 – four months after his last official day of employment by CONCACAF –

and by the time CONCACAF acted to preserve documents, Blazer had cleaned out that office.

Moreover, witnesses reported that Blazer frequently worked from a personal office he kept in an

apartment on a residential floor of the Trump Tower, and at times, he conducted CONCACAF

business from that location. It is possible that Blazer maintained CONCACAF documents there.

4.13. Blazer declined to cooperate with the Integrity Committee. The Chairman of the

Committee authorized counsel to sign a letter on his behalf addressed to Blazer, dated January

21, 2013, requesting documents related to a wide range of topics under investigation. On

February 8, 2013, Blazer responded, through his counsel, that he was declining to comply with

the request for documents, interviews, or other information. He asserted that he would not

cooperate so long as CONCACAF left unresolved his claim that CONCACAF owed him

additional compensation. On February 26, 2013, the Committee sent a follow-up request to

Blazer’s counsel. On March 12, 2013, Blazer’s counsel replied to the Chairman indicating that

the request had been considered, but his client still declined to produce documents or be

interviewed, and again indicated that Blazer and CONCACAF were in an unresolved dispute

over funds allegedly owed to Blazer.

4.14. The Committee appends to this report, as Appendix B, the correspondence

between the Committee and Blazer.

C. External Document Collection

4.15. The Committee made efforts to collect relevant documents and information from

sources external to CONCACAF, including: (i) various banks; (ii) property owners and

management companies; (iii) government agencies; (iv) other football governing bodies, such as

FIFA and the CFU; and (iv) other key witnesses. The Committee was successful in obtaining

documents from certain third parties, including FIFA, but the Committee lacked the power to

compel the production of documents and was only able to request voluntary production.

4.16. Among the third parties from whom the Integrity Committee requested evidence

was Kenny Rampersad & Co., an accounting and auditing firm based in Trinidad and Tobago

that served as CONCACAF’s external auditor for over 20 years. The Chairman of the

Committee sent to Kenny Rampersad (“Rampersad”), the principal partner of the firm, a letter,

dated January 31, 2013, requesting a wide range of documents related to the topics under

investigation and asking that Rampersad provide a response by February 15, 2013. After

Rampersad did not respond, the Chairman sent to Rampersad a second letter, dated February 26,

75 Witness Interview Memorandum.

18

2013, appending the first letter and reasserting the Committee’s request for documents and

further asking for Rampersad to agree to an interview. The Chairman asked for Rampersad to

respond by March 12, 2013. Rampersad did not respond to these requests.

4.17. Counsel to the Committee attempted to contact Rampersad by telephone in late

March and early April 2013 and finally spoke to him on April 9, 2013.76 Rampersad stated that

he had received the Committee’s letters and had been unable to respond due to a health issue.77

He further stated that he intended to provide a written response to the Committee’s requests by

the end of the week of April 8, 2013, but that he could not commit to providing documents to the

Committee.78 Rampersad refused to agree to a telephone interview and said that he would only

communicate with the Committee in writing.79 He maintained this position even after he was

advised that the matter was time sensitive.80 Rampersad said during the call that he was only the

auditor for CONCACAF and was never CONCACAF’s accountant.81 Rampersad did not

provide a written response to the Committee’s requests as he said he would.

4.18. The Committee appends to this report, as Appendix C, the Chairman’s letters to

Kenny Rampersad.

4.19. The Committee also attempted to obtain information from former FIFA President

João Havelange (“Havelange”) related to the ownership and development of the COE. On

February 20, 2013, CONCACAF’s General Secretary sent a letter via email to Havelange

requesting that he assist with the investigation by speaking to counsel to the Committee. In a

letter dated February 25, 2013, Havelange responded explaining that he was unable to assist with

the Committee’s investigation due to health issues. On February 28, 2013, prior to receiving

Havelange’s response, counsel to the Committee sent an email to Havelange to follow up on the

General Secretary’s initial request. In a letter dated March 5, 2013, Havelange responded to the

email reiterating his inability to assist with the Committee’s investigation.

4.20. The Committee was unable to obtain bank records from Trinidad and Tobago,

except for a limited production of documents from First Citizens Bank Limited (“First

Citizens”). After Warner’s resignation in June 2011, Blazer attempted to gain control of the

CONCACAF bank accounts in Trinidad and Tobago, including accounts related to the COE, the

President’s Office, and the CFU.82 He was unsuccessful.83 Since then, CONCACAF has tried

on numerous occasions to obtain CONCACAF-related bank account records from Trinidad and

Tobago. On March 18, 2013, CONCACAF received a total of 16 documents from First Citizens,

76 Witness Interview Memorandum.

77 Witness Interview Memorandum.

78 Witness Interview Memorandum.

79 Witness Interview Memorandum.

80 Witness Interview Memorandum.

81 Witness Interview Memorandum.

82 DOC00933811, DOC00590084, DOC03736706.

83 DOC00933811.

19

most of which relate to a 2007 mortgage loan extended by First Citizens to which Warner sought

to make CONCACAF a party. First Citizens has yet to provide documents related to

CONCACAF’s accounts at the bank.

D. Forensic Accounting

4.21. The Committee’s advisors included forensic accountants who performed analyses

of relevant accounting data and records. The forensic accountants identified potentially relevant

accounting systems, files, and data maintained by CONCACAF during the time relevant to the

investigation. They arranged for the entire QuickBooks accounting system maintained at

CONCACAF’s New York office to be imaged and for the collection of other relevant accounting

files from the New York and Miami office, as well as accounting files maintained on the

computers of the former General Secretary and former CONCACAF Controller. The forensic

accountants were able to access the QuickBooks accounting system general ledger from 1996 to

the present, using data collected from the accounting system and custodian files. The general

ledger was incomplete for the period prior to 1996. The forensic accountants were provided with

copies of all of the financial statements, relevant bank records, and hard copy and electronic

documents that were collected from CONCACAF and other third parties, and participated in

interviews of certain accounting personnel.

4.22. The forensic accountants then conducted an analysis of all of the available

information to identify relevant transactions, accounting methodologies, and accounting

irregularities related to the Terms of Reference items. In addition, the forensic accountants

analyzed the various relevant accounting and audit standards to assess the compliance with those

standards of both CONCACAF’s financial statements and the work of its auditor. Various

forensic accounting techniques were used to perform a thorough analysis of the specific issues

under investigation. As an example, data from the accounting system and bank records was

accumulated and analyzed to establish the financial and accounting profile of the development

and operational activities related to the COE, as well as to understand the accounting

methodology used to record compensation paid to the General Secretary and amounts associated

with his compensation.

E. Witness Interviews

4.23. The Committee interviewed 38 individuals who potentially possessed relevant

information. The witness interviews totaled approximately 100 hours. The Committee

authorized counsel to conduct the necessary interviews in person or by telephone. Witnesses

were not placed under oath. CONCACAF made all current employees available to counsel and

assisted in locating and communicating with former employees and other persons associated with

the sport of football. Many witnesses participated voluntarily in the interviews. There were,

however, a few individuals who could not be located or otherwise contacted, and a few

individuals who, although located, declined to cooperate with the Committee. The Committee

decided not to publish in this report the names of most of the witnesses for reasons of

confidentiality and for their own security.

20

F. Final Report

4.24. This report represents the independent findings of the Integrity Committee.

21

V. REVIEW OF THE EVIDENCE AND FINDINGS

5.1. The Integrity Committee sets forth below a summary of the relevant evidence it

received, and where necessary, makes appropriate findings of fact. The Committee considered

the totality of the evidence in arriving at its findings and was careful to rely upon credible

documentary evidence when possible because, in most instances, those documents provided a

compelling account of what happened. The Committee was careful in its evaluation of oral

evidence and credited oral witness statements when circumstances or corroboration warranted

such a view. The Committee found disputed facts proved only where a “balance of

probabilities” favored such particular findings. This is the same standard of proof known in U.S.

law as a “preponderance of the evidence.” Although it would have been of inestimable

assistance to the Committee if Jack Warner, Chuck Blazer, and Kenny Rampersad had consented

to be interviewed, the Committee is nonetheless entirely satisfied that the evidence placed before

it is of such compelling nature and quality as to warrant the findings presented by the Committee

in this report.

5.2. Accordingly, after a thorough investigation, the Committee sets forth below a

summary of its review of the evidence and findings which have been grouped into six categories

to facilitate an organized presentation and discussion: (i) the development of the Centre of

Excellence; (ii) CONCACAF operations in Trinidad and Tobago; (iii) the former General

Secretary’s compensation; (iv) use of CONCACAF assets by the former General Secretary; (v)

the U.S. tax status of CONCACAF and CMTV; and (vi) CONCACAF’s financial statements and

audits.

A. Development of the Centre of Excellence

5.3. The Centre of Excellence (the “COE”) is a multi-purpose sports complex located

on the outskirts of Port of Spain in Trinidad and Tobago. Its facilities include the Marvin Lee

Football Stadium, adjoining football fields, conference and banquet halls, offices, a hotel, and a

swimming pool complex.84 For many years, CONCACAF carried the COE as an asset on its

balance sheet, and since 1996, CONCACAF has spent millions of dollars developing the COE.

In May 2012, CONCACAF’s ownership of the COE came into question as public reports

surfaced suggesting that Warner, and not CONCACAF, held title to the land on which the COE

was developed. A title search conducted in 2013 confirmed that title to the relevant property was

in fact held by companies owned by Warner.

5.4. The Executive Committee requested that the Integrity Committee review and

determine the facts with regard to the development and ownership of the COE. The Committee’s

factual findings on this issue are set forth below.

1. Presentation and Approval of the Centre of Excellence

5.5. The evidence reviewed by the Committee shows that Jack Warner was the

principal driving force behind the development of the COE, and that, from the inception of the

84 DOC01758059.

22

COE, Warner depicted it as a CONCACAF project that would result in the development of a

CONCACAF asset.

5.6. Warner made an initial proposal “regarding the development of a Center of

Excellence for CONCACAF” during a CONCACAF Executive Committee meeting on July 28,

1995.85 At this meeting, Warner represented that the purpose of the COE was to “help raise the

quality of CONCACAF soccer.”86 The initial estimated cost of the project to CONCACAF was

to be $7.5 million.87 The proposal, which was approved “in principle” by the Executive

Committee at this meeting, called for the COE to be constructed in Warner’s home country of

Trinidad and Tobago88 on land that Warner had previously identified.89

5.7. Thereafter, Warner proceeded with the development of the COE.90 Although the

CONCACAF Statutes require authorization of the Congress for the purchase of real estate,91 the

Committee was unable to find any evidence, notwithstanding a thorough review, indicating that

Warner sought or received further approval from the Executive Committee or the Congress for

the COE project. At the next Congress in April 1996, the member associations were simply

informed of the ongoing COE project.92 A written report by the General Secretary prepared for

that Congress informed the CONCACAF delegates that “[FIFA’s] support for the Centre of

Excellence will enable CONCACAF to have an ongoing facility for coaching and player

development.”93 At the same Congress, João Havelange, the FIFA President, congratulated

Warner “for his vision in building the CONCACAF Centre of Excellence in Trinidad.”94

2. Acquisition of the COE Land by Warner’s Companies

5.8. The title deeds to the land on which the COE was developed show that the COE is

situated on three separate parcels of land at Macoya in the Ward of Tacarigua, Trinidad and

Tobago.95 The parcels are:

• Parcel 1 – 7 acres, no roods, 33 perches

• Parcel 2 – 7 acres, 1 rood, 19 perches

• Parcel 3 – 1.0117 hectares96

85 DOC05930828.

86 DOC05930827.

87 DOC05930838.

88 DOC05930827; Witness Interview Memoranda.

89 Witness Interview Memorandum.

90 DOC05930834.

91 CONCACAF Statutes (1994), Art. 20(h).

92 DOC05930834, DOC05930835.

93 DOC05930835.

94 DOC05930834.

95 DOC05930819, DOC05930821, DOC05930822, DOC05930825, DOC05930831, DOC05930831.

23

5.9. Each parcel of land is owned by a company controlled by Jack Warner,

specifically Renraw Investments Limited (“Renraw”) and CCAM and Company Limited

(“CCAM”).97 Accordingly, for purposes of this investigation, the Committee considered the

COE land to be owned by Warner. Both Renraw and CCAM obtained title to the land following

the CONCACAF Executive Committee meeting in July 1995, at which Warner represented the

COE to be a CONCACAF project.98 The Committee found no evidence that, at any time,

Warner or anyone else disclosed to the Executive Committee or the Congress that the land

belonged to Renraw and CCAM, and not CONCACAF.

a. The Companies

5.10. The Committee reviewed public filings from the Office of the Registrar General

in Trinidad and Tobago and other evidence related to Warner’s companies and obtained the

following information:

1. Renraw

5.11. Renraw (Warner spelled backwards) was incorporated in Trinidad and Tobago on

February 16, 1996.99 An annual return filed on October 9, 1997 records Jack Warner and his

wife, Maureen Warner, as the shareholders.100 They are also listed as directors together with

Warner’s son, Daryan Warner.101 Daryan Warner is also named as Secretary,102 and in the

annual return for 1998, filed on May 24, 2007, he is stated to be a shareholder.103 On August 24,

2000, Esther Dubarry (“Dubarry”) replaced Daryan Warner as Secretary.104 Warner, his wife,

and son continued as the directors and shareholders of the company from 1998 through 2010.105

Dubarry, however, was replaced as Secretary by Patricia Modeste on April 24, 2004.106

96 DOC05930819, DOC05930821, DOC05930822, DOC05930825, DOC05930831, DOC05930831.

97 DOC05930819, DOC05930821, DOC05930822, DOC05930825, DOC05930831, DOC05930831.

98 DOC05930828, DOC05930827.

99 DOC05930823.

100 Id.

101 Id.

102 Id.

103 Id.

104 Id.

105 Id. The most current Renraw corporate filing available to the Committee is a certified copy of Renraw’s Annual

Return, dated January 14, 2011, which contains information on Renraw’s shareholders and directors as of October 9,

2010. Id.

106 DOC05930927.

24

2. CCAM

5.12. CCAM was originally named ANSA McAL Warehouse Limited (“ANSA

McAL”), and on June 7, 1996, Warner was a director of that company.107 On that date, ANSA

McAL changed its name to CCAM.108 In an annual return, filed on October 7, 1997, the

directors of CCAM were listed as Jack and Maureen Warner.109 Daryan Warner was listed as the

Secretary of the company.110 On August 24, 2000, Daryan Warner ceased to be the Secretary

and was replaced by Esther Dubarry.111 On October 7, 1997, the shareholders of CCAM were

Jack Warner and his wife.112 They purchased the shares of the previous shareholders, Anthony

Norman Sabga and Michael Kelvin Mansoor, on October 8, 1997.113 Returns for the years 1999

to 2011 show that the shareholders of CCAM were Jack Warner and Renraw, but the directors

were Warner and his wife.114 On May 28, 2007, Patricia Modeste replaced Dubarry as

Secretary.115

b. Acquisition of the Parcels of Land

5.13. On March 15, 1996, Renraw obtained title to Parcel 1 by purchasing the land from

Lever Brother West Indies Limited for TT$1.8 million (approximately $314,460).116 Jack and

Maureen Warner, as directors of Renraw, signed the documents transferring the land.117

5.14. On March 17, 1995, ANSA McAL purchased Parcel 2 for TT$5,650,000

(approximately $992,140).118 Warner was a director of ANSA McAL on June 7, 1996, when the

company changed its name to CCAM.119 On December 12, 1996, CCAM’s name replaced

107 DOC05930811.

108 Id.

109 Id.

110 Id.

111 Id.

112 Id.

113 Id.

114 Id. The most current CCAM corporate filing available to the Committee is a certified copy of CCAM’s Annual

Return, dated January 14, 2011, which contains information on CCAM’s shareholders and directors as of October 9,

2010. DOC05930925.

115 DOC05930811.

116 DOC05930819, DOC05930831. The currency conversion was calculated using the March 1996 exchange rate.

117 DOC05930831.

118 DOC05930825. The currency conversion was calculated using the March 1995 exchange rate.

119 DOC05930811.

25

ANSA McAL’s name on the title to Parcel 2.120 On October 8, 1997, Warner and Renraw

obtained all of the shares of CCAM from its previous shareholders.121

5.15. On August 20, 1998, Renraw obtained title to Parcel 3 when it purchased the land

from Trinidad Concrete Products Limited for TT$2,450,250 (approximately $392,775).122

3. Warner Does Business as the CONCACAF Centre of Excellence

5.16. On September 26, 1996, during the period of time in which the COE was being

developed, Warner and CCAM registered a partnership in Trinidad and Tobago under the name

“C.O.N.C.A.C.A.F. Centre of Excellence” to carry on the business of sports development.123

Counsel in Trinidad and Tobago has advised the Committee that the partnership’s filing would

have allowed it to hold bank accounts, but not own property. Warner and his wife signed the

partnership registration form on behalf of CCAM.124 On September 11, 1998, Renraw was

added as a third partner.125 The name of the partnership was changed on January 18, 1999 to the

“Dr. Joao Havelange Centre of Excellence.”126 The Committee found no evidence indicating

that the existence of the partnership was ever disclosed to the Executive Committee or the

Congress or that the use of the CONCACAF name by Warner was ever approved.

5.17. On June 17, 1999, Warner, Renraw, and CCAM together also registered in

Trinidad and Tobago a business partnership named “Le Sportel Inn,”127 the name of the hotel

that is part of the COE.128 The Committee was unable to locate evidence indicating that the

partnership was ever authorized by, or disclosed to, CONCACAF.

5.18. Evidence suggests that Warner may have used the partnership that was initially

named “C.O.N.C.A.C.A.F. Centre of Excellence” and was later renamed “Dr. Joao Havelange

Centre of Excellence” to establish bank accounts under his control that were utilized to receive

funds related to development of the COE.129 The Committee obtained from CONCACAF a

spreadsheet that listed a number of accounts maintained at First Citizens that were held by

Warner, his companies, or other entities affiliated with him.130 The spreadsheet identifies the

holder of one account as “Dr. Joao Havelange Centre of Excellence,” which is the name of the

120 DOC05930820.

121 DOC05930822.

122 DOC05930821, DOC05930851. The currency conversion was calculated using the August 1998 exchange rate.

123 DOC05930837.

124 Id.

125 DOC05930852.

126 DOC05930861.

127 DOC05930871.

128 DOC01758255.

129 DOC05930853, DOC05930861, DOC00933811, DOC00590084, DOC00292447.

130 DOC00292447.

26

partnership formed by Warner and his companies.131 The Committee could not verify all of the

account information included in this spreadsheet, but it independently verified, through a review

of other evidence and bank records, that the spreadsheet includes accurate account numbers and

other account information for certain accounts that received funds in connection with the

development or operations of the COE. None of the information on the spreadsheet was

affirmatively found to be inaccurate by the Committee.

4. FIFA Financing for Development of the COE

5.19. From 1996 to 2006, CONCACAF committed at least $25,950,000 to the

construction and development of the COE.132 The funds were secured by Warner through loans

provided by FIFA directly to CONCACAF, and in one case by means of a third-party loan to

CONCACAF guaranteed by FIFA. The loans were to be repaid through offsets against future

disbursements of funds that FIFA was expected to allocate to CONCACAF. Ultimately,

CONCACAF repaid the loans by surrendering its share of certain future FIFA World Cup

proceeds and certain future FIFA Financial Assistance Programme (“FAP”) grants that were

available to fund CONCACAF development projects.

5.20. Warner represented to FIFA that the funds would be used to support the

development of a CONCACAF facility without disclosing that the COE project would be

situated on land that would be purchased, or was already owned, by Warner through his

companies.133 As FIFA informed CONCACAF in 2012, based on its review of records, it “was

never aware that the Centre of Excellence would not be owned by CONCACAF.”134 The

following provides a summary of the relevant funds secured by Warner for development of the

COE between 1996 and 1999, and how those funds were procured and repaid.

a. The 1996 FIFA Transfers

5.21. In 1996, FIFA provided a total of $3,950,000 to CONCACAF for the construction

and development of the COE (the “1996 FIFA Transfers”).135 These funds came in the form of

an interest free loan from FIFA to CONCACAF secured by Warner.136 The 1996 FIFA

Transfers were provided by FIFA to CONCACAF in six separate disbursements137 and were

later repaid through offsets against funds that CONCACAF was to receive from FIFA.138

131 DOC00292447, DOC05930854, DOC05930860, DOC05930863, DOC05930864, DOC05930868,

DOC05930870, DOC05930940.

132 DOC05930884, DOC05930886, DOC05930940.

133 DOC05930854, DOC05930862, DOC05930884, DOC05930940.

134 DOC05930940.

135 Id.

136 DOC05930830, DOC05930838.

137 DOC05930940.

138 CONCACAF’s 1996-97 Financial Statements state that this loan would be repaid through CONCACAF’s share

of future proceeds from the 1998 and 2002 FIFA World Cups. DOC05930848 Records received from FIFA,

27

b. The 1997 Union Bank of Switzerland Loan

5.22. In 1997, CONCACAF secured an additional $6 million for further development

of the COE in the form of a loan from Union Bank of Switzerland (“UBS”) that was guaranteed

by FIFA (the “UBS Loan”).139 CONCACAF borrowed the funds after Warner obtained approval

from the CONCACAF Executive Committee at a meeting on December 10, 1996, to raise an

additional $7.5 million in Trinidad and Tobago for the development of the COE.140 The

allocation of the additional $7.5 million brought the total estimated cost of the project to $15

million, doubling the initial estimate that Warner provided less than 18 months previously.141

Because Warner was ultimately unable to borrow at an attractive interest rate in Trinidad and

Tobago, he sought approval in March 1997 from the Executive Committee to borrow $6 million

from UBS on more favorable terms.142 The UBS loan consisted of three separate $2 million

tranches made available to CONCACAF on the following dates: May 2, 1997, August 29, 1997,

and November 10, 1997.143

5.23. On November 24, 1997, Warner notified the Executive Committee that the

estimated cost for development of the COE had risen to $16 million.144 CONCACAF’s financial

statements for the two-year period ending 1997 stated that approximately $7.6 million in costs

had been incurred for the construction of the COE.145 By that point, Warner had secured

$9,950,000 in funding for the development of the COE.146

5.24. The UBS loan was originally to be repaid to UBS “on the basis of two million

dollars per year as of the year ending on December 31, 1999.”147 FIFA instead repaid the full

amount due to UBS on December 30, 1999, on behalf of CONCACAF.148 CONCACAF in turn

never had to repay FIFA for assuming this debt because the FIFA Finance Committee decided on

May 2, 2003, to write off the $6 million owed by CONCACAF to FIFA.149

however, state that the funds were instead repaid through offsets to future FIFA FAP payments to CONCACAF.

DOC05930940.

139 DOC04825022, DOC05930848.

140 DOC05930838.

141 Id.

142 DOC04825022.

143 DOC04825024, DOC04825028, DOC04825027.

144 DOC05930842.

145 DOC05930848.

146 DOC05930847.

147 DOC05930848.

148 DOC05930875.

149 DOC05930847.

28

c. The 1998 and 1999 FIFA Transfers

5.25. Between December 1998 and June 1999, FIFA provided an additional $6 million

in funding for development of the COE (the “1998 and 1999 Transfers”).150 Warner secured

these funds from FIFA, in part, by creating the impression that the funds would be used to

develop a CONCACAF asset. For example, Warner addressed a letter, dated October 3, 1998,

on CONCACAF letterhead in his capacity as CONCACAF President to FIFA’s Head of

Finance.151 In the letter, Warner stated his understanding that the additional $6 million was

intended to be “[f]urther assistance for the completion of the Dr Joao Havelange Centre of

Excellence.”152 Warner also acknowledged that the additional funds were conditioned on

“CONCACAF, through its President . . . continu[ing] to send [FIFA] up-todate [sic] reports on

the schedule of works taking place at the facility.”153 The letter closed with Warner thanking

FIFA for FIFA’s “assistance given to this Confederation,” and it was copied to Blazer as

“CONCACAF Secretariat.”154 Warner attached to the letter a separate letter, dated October 1,

1998, from First Citizens to Warner in his capacity as CONCACAF President, providing the

details of a bank account “IN NAME OF CONFEDERATION OF NORTH, CENTRAL

AMERICAN & CARIBBEAN ASSOCIATION” to which FIFA was to direct funds for the

COE.155 In the October 3, 1998 letter, Warner stated that he was sending the account number to

FIFA in response to FIFA’s request for “CONCACAF . . . to submit an account number where

the money is to be transferred.”156 FIFA then wired this $6 million in five separate transfers to

this account.157 Evidence obtained by the Committee shows that this account, which Warner

controlled, was held by the partnership that was initially named “C.O.N.C.A.C.A.F. Centre of

Excellence” and was later renamed “Dr. Joao Havelange Centre of Excellence.”158

5.26. Warner also sent at least two subsequent letters to FIFA concerning the 1998 and

1999 Transfers.159 As with the earlier FIFA letter, Warner composed the subsequent letters on

CONCACAF letterhead and addressed them to FIFA’s Head of Finance in his capacity as

CONCACAF President.160

150 DOC05930860, DOC05930863, DOC05930864, DOC05930868, DOC05930870, DOC05930847.

151 DOC05930854.

152 Id.

153 Id.

154 Id.

155 Id.

156 Id.

157 DOC05930860, DOC05930863, DOC05930864, DOC05930868, DOC05930870.

158 See supra paragraph 5.18 for discussion on the spreadsheet of Warner-related accounts.

159 DOC05930862, DOC05930867.

160 DOC05930862, DOC05930867.

29

5.27. CONCACAF eventually repaid these funds through offsets against future FIFA

payments that would become due to CONCACAF during the 1999 to 2002 period.161

d. The 2003 to 2006 FIFA FAP Funds

5.28. Separate from the $15,950,000 in FIFA funding discussed above, FIFA financed

an additional $10 million that was used for further development of the COE.162 CONCACAF

repaid this $10 million by relinquishing $2.5 million in FIFA FAP funds for each year from 2003

to 2006.163

5.29. Although the exact dates that FIFA disbursed this $10 million remain unclear to

the Committee, evidence indicates that in December 2001 Warner communicated with FIFA

about the release of the first $5 million of this funding.164 More specifically, Warner, in his

capacity as CONCACAF President, sent FIFA’s Head of Finance a letter, dated December 20,

2001, on CONCACAF letterhead that was to serve as CONCACAF’s “authorization” for FIFA

to transfer the first two installments of $2.5 million in “assistance to this Confederation for each

of the years 2003 and 2004 . . . for the operations and development of our Centre of

Excellence.”165 Warner’s letter included the details of a First Citizens account to which FIFA

was to pay the $5 million and ended with a request for an acknowledgment of receipt from FIFA,

which FIFA provided on December 21, 2001.166 Evidence obtained by the Committee shows

that the First Citizens account provided to FIFA by Warner is held by “Austin Jack Warner.”167

5.30. By 2006, CONCACAF had entered into certain agreements with FIFA related to

FIFA’s continued financial assistance for the COE, which among other things required

CONCACAF to keep the COE property free from encumbrances.168

5. Funds for the COE from Football Federation Australia

5.31. On or around September 23, 2010, Football Federation Australia (the “FFA”)

provided $462,200 to CONCACAF to support an upgrade of the Marvin Lee Stadium at the

COE.169 These funds were provided through Australia’s International Football Development

program in connection with its 2022 FIFA World Cup bid.170 During FFA’s initial assessment of

161 DOC05930854, DOC05930876, DOC05930847.

162 DOC05930884, DOC05930886, DOC05930940.

163 DOC05930884, DOC05930886, DOC05930940.

164 DOC05930884.

165 Id.

166 Id.

167 DOC05930884, DOC00292447; see supra paragraph 5.18 for discussion on the spreadsheet of Warner-related

accounts.

168 DOC04732359.

169 DOC05931265, DOC05931266, DOC00516282.

170 DOC00516282.

30

the upgrade project in August 2010, representatives of the FFA met with a number of COE

employees, as well as Warner, and conducted a site visit at that the COE to assess the scope of

the project.171 In communications with COE employees after the trip, a member of the FFA

delegation referred to the stadium upgrade project as the “CONCACAF Centre of Excellence

Upgrade.”172 An FFA memorandum documenting the trip also refers to the COE as the

“CONCACAF Centre of Excellence” and to Warner as the “President of CONCACAF.”173

5.32. One month after the visit, FFA sent the funds to CONCACAF.174 The funds from

the FFA were provided by check made out to “CONCACAF” and deposited into a bank account

maintained at Republic National Bank in Trinidad and Tobago.175 The funds, however, were not

accounted for in the CONCACAF general ledger or reported as income in its financial statements

for 2010.176 Although the Committee was unable to locate records evidencing how this money

was spent, bank records show that Warner comingled his personal funds in the same account to

which the FFA payment was deposited.177

6. Absence of Accounting Records Related to the COE

5.33. The Integrity Committee was unable to determine how any of the CONCACAF

funds allocated to the construction and development of the COE were expended. As discussed

more thoroughly below, accounting and payment records detailing the use of funds that were

allocated for the development of the COE, or for any of the CONCACAF operations in Trinidad

and Tobago, were not maintained in CONCACAF’s New York office. Instead, it appears as

though all such records related to the COE and the President’s Office were created and

maintained in Trinidad and Tobago under the control of Jack Warner. As discussed previously,

Warner declined to provide records to the Committee,178 and CONCACAF’s former auditor and

COE accountant in Trinidad and Tobago – Kenny Rampersad – did not respond to the

Committee’s requests for information. The Committee also was unable to obtain relevant bank

records from Trinidad and Tobago that would at least show where funds sent there were

transferred.

7. Use of FIFA/CONCACAF Funds for Acquisition of COE Land

5.34. The Integrity Committee was able to identify evidence that establishes that funds

provided by FIFA to CONCACAF were used to purchase at least one of the parcels of the land

on which the COE was constructed. Furthermore, the timing of the purchases of each of the

171 DOC05931265.

172 Id.

173 Id.

174 DOC05931266.

175 Id.

176 DOC05930927.

177 DOC05931266, DOC05931263.

178 See supra paragraphs 4.6-4.10.

31

parcels in relation to funds transferred from FIFA to CONCACAF strongly suggests that such

funds were used to purchase all of the parcels.

5.35. With regard to Parcel 3, which was purchased by Renraw on August 20, 1998,179

Warner sent a letter, dated January 18, 1999, to FIFA’s Head of Finance in which Warner

provided an accounting of how funds recently provided by FIFA to CONCACAF had been spent

on the COE project.180 In this accounting, Warner specifically described the recent acquisition of

Parcel 3 for $640,000.181 The Committee notes the descrepancy between the $640,000 purchase

price that Warner represenated to FIFA and the TT$2,450,250 (approximately $392,775)

purchase price that was reported in the memorandum of transfer.182 Warner did not inform the

FIFA Head of Finance that the parcel of land had been purchased by his company, Renraw, and

that it had not been purchased by CONCACAF.183 Separately, a report, dated April 7, 1997,

related to the COE and presented to the CONCACAF Executive Committee referred to Parcel 3

as “[r]ecently acquired property” for the COE.184 This report, like Warner’s January 18, 1999

letter to FIFA, did not disclose that the property was purchased by Warner’s company and not

CONCACAF.185

5.36. With regard to Parcels 1 and 2, the timing of the land purchases relative to the

disbursements of FIFA/CONCACAF funds strongly suggests that Warner used the funds to

purchase those parcels. Payment records show that by March 15, 1996, the date of Renraw’s

purchase of Parcel 1,186 FIFA had transferred $1,950,000 to CONCACAF for the development of

the COE.187 By October 8, 1997 – the date on which Warner and Renraw became the sole

shareholders of CCAM, the titleholder to Parcel 2188 – FIFA had transferred $3,950,000 to

CONCACAF and guaranteed $6 million in funds ($4 million of which was already available to

CONCACAF) via the UBS Loan.189

5.37. The following chart shows the relationship in time of funds secured for the

development of the COE and the related purchases of land, including: (i) Warner’s requests for

Executive Committee approval to raise funds for the COE project; (ii) transfers of funds to

CONCACAF for the COE development; and (iii) title transfers for each parcel of property.

179 DOC05930821, DOC05930851.

180 DOC05930862.

181 Id.

182 See supra paragraph 5.15.

183 DOC05930862, DOC05930821, DOC05930851.

184 DOC05930866.

185 DOC05930866, DOC05930821, DOC05930851.

186 DOC05930819, DOC05930831.

187 DOC05930940.

188 DOC05930820, DOC05930822.

189 DOC05930940, DOC04825024, DOC04825027.

32

Date Event

July 28, 1995 Approval “in principle” of the COE by CONCACAF Executive

Committee.

January 11, 1996 FIFA transferred $250,000 to CONCACAF for development of the COE.

January 30, 1996 FIFA transferred $1,700,000 to CONCACAF for development of the COE.

February 16, 1996 Renraw was incorporated.

March 15, 1996 Renraw obtained title to Parcel 1 via a TT$1.8 million (approximately

$392,775) purchase from Lever Brothers West Indies Limited.

April 11, 1996 FIFA transferred $500,000 to CONCACAF for development of the COE.

May 17, 1996 FIFA transferred $500,000 to CONCACAF for development of the COE.

June 7, 1996 Warner, as a director of ANSA McAL, signed a special resolution

changing the company’s name to CCAM.

June 21, 1996 FIFA transferred $500,000 to CONCACAF for development of the COE.

August 12, 1996 FIFA transferred $500,000 to CONCACAF for development of the COE.

September 26, 1996 “C.O.N.C.A.C.A.F. Centre of Excellence” was registered as a partnership

between Warner and CCAM.

December 10, 1996 Warner requested and received approval from the Executive Committee to

obtain an additional $7.5 million in funding for the COE development.

December 12, 1996 CCAM was substituted for ANSA McAL on title to Parcel 2.

April 29, 1997 CONCACAF entered into a $6 million loan agreement with UBS, with

FIFA as guarantor. This funding was in lieu of the $7.5 million loan for

which Warner sought and received approval from the Executive

Committee on December 10, 1996.

May 2, 1997 UBS made available the first $2 million tranche of the April 29, 1997 loan.

August 29, 1997 UBS made available the second $2 million tranche of the April 29, 1997

loan.

October 8, 1997 The shares of CCAM were transferred to Warner and Renraw.

November 10, 1997 UBS made available the third $2 million tranche of the April 29, 1997

loan.

November 24, 1997 Warner informed the Executive Committee that the cost of the COE project

had increased to $16 million.

August 20, 1998 Renraw obtained title to Parcel 3 via a TT$2,450,250 (approximately

$392,775) purchase from Trinidad Concrete Products Limited.

October 3, 1998 Warner sent a letter to FIFA’s Head of Finance documenting an

arrangement for an additional $6 million in funding.

8. Mortgage Loans Related to the COE

5.38. On at least two occasions – in 1998 and in 2007 – Jack Warner and his companies

borrowed money from a bank in Trinidad and Tobago using the COE property as security. In

each case, CONCACAF appears as a borrower in the mortgage deed, which included

CONCACAF’s agreement in the event of a default to be held jointly and severally liable with

Warner, Renraw, and CCAM for the outstanding amount of the loan.190 Also in each case, loan

190 DOC05930822, DOC05930823, DOC05930822, DOC05930823.

33

documents were signed on behalf of CONCACAF by individuals who lacked authority to bind

CONCACAF.191 The Integrity Committee conducted a thorough search for relevant evidence

and found no indication that Warner, or anyone else, ever obtained approval for these loan

commitments from the CONCACAF Executive Committee or the Congress, notwithstanding the

fact that the CONCACAF Statutes required approval from the Congress for any loans.192 The

CONCACAF financial statements for 1998-99 and 2000-01 report a mortgage loan from First

Citizens,193 but the financial statements never report the 2007 mortgage loan. Indeed, the

Committee found no evidence that anyone at CONCACAF (except for the signatories on the

loan) were ever informed of the 2007 loan. Finally, the Committee found no evidence indicating

how the loan proceeds for either of the mortgage loans were ultimately used. The Committee

also could not determine if the loans had been repaid in full, but as set forth below, Jack Warner

stated in 2012 that a balance due still exists on the second loan.194 Bank records obtained from

First Citizens show that as of January 2013 a balance of approximately $1 million still exists on

that same loan.195

a. The 1998 Mortgage Loan

5.39. In or around September 1998, First Citizens loaned $475,000 to Warner, his

companies, and CONCACAF.196 The bank secured this loan by creating a charge (an

encumbrance) over all three parcels of the COE land.197 Under the terms of the mortgage deed

recording this loan, each party was jointly and severally liable for repayment of the loan.198 The

mortgage deed was signed on behalf of each party by the following individuals:

• For Renraw: (i) Jack Warner as Director; (ii) Kenny Rampersad as Secretary;

• For CCAM: (i) Jack Warner as Director; (ii) Kenny Rampersad as Secretary;

• For CONCACAF: (i) Jack Warner as President; (ii) Harold Taylor (“Taylor”) as

Assistant Secretary; and

• For Jack Warner: Jack Warner in his individual capacity.199

5.40. The Integrity Committee was unable to determine the purported source of

Rampersad’s authority, if any, to sign for Renraw or CCAM as Secretary. He was not listed as

Secretary, or as an officer or director, for either Renraw or CCAM in annual public corporate

filings obtained by the Committee, including filings during the period of the loan.200 Moreover, it

191 Witness Interview Memoranda.

192 CONCACAF Statutes (2006), Art. 20(g); CONCACAF Statutes (1994), Art. 20(g).

193 DOC05930876, DOC05930885.

194 Witness Interview Memorandum.

195 DOC05930944.

196 DOC05930822, DOC05930823.

197 DOC05930822, DOC05930823.

198 DOC05930822, DOC05930823.

199 DOC05930822, DOC05930823.

200 DOC05930822, DOC05930823.

34

is important to note that the mortgage deed signed by Rampersad shows that the COE property

was owned by Renraw and CCAM, but the CONCACAF financial statements audited by

Rampersad for the same period report the COE property as a CONCACAF asset.201

5.41. Counsel to the Committee spoke with Taylor – who is from Trinidad and Tobago

and for many years was the General Secretary of the CFU – to determine the circumstances

under which he signed for CONCACAF in connection with the loan.202 Taylor acknowledged

that he lacked authority to bind CONCACAF in connection with the loan.203 When he was

shown his signature on the mortgage deed, Taylor recognized that the signature was his and

explained that he had signed the document because the attorney who prepared the loan

documents for Warner called Taylor to his office and said that Taylor needed to sign the

document.204 Taylor further explained, in substance, that he used this attorney extensively in his

own personal real estate transactions, trusted him implicitly, and thus paid no attention to the

specific document he was signing.205 Taylor stated that he had no knowledge at the time that his

signature was intended to bind CONCACAF to the repayment of a mortgage loan, and he stated

that he held the title of Deputy General Secretary of CONCACAF – not Assistant Secretary as

set forth in the mortgage deed – solely by virtue of his position as General Secretary of the

CFU.206 He conceded that this title did not provide him with authority to commit CONCACAF

to such a loan.207

5.42. The Committee identified two references in the financial statements to a loan

from First Citizens that was secured by a mortgage against the COE.208 These references reflect

a balance due to First Citizens that is greater than the original amount ($475,000) borrowed on

the 1998 mortgage loan. In CONCACAF’s 1998-99 financial statements, a note to the long term

debt entry explained that a $3 million loan from First Citizens had been obtained “for the

construction of the Dr. Joao Havelange Centre of Excellence” and was secured by “a partial

mortgage over the facilities of the Dr. Joao Havelange Centre of Excellence . . . .”209

CONCACAF’s 2000-01 financial statements contain a nearly identical note, but omit from

CONCACAF’s long term debt the amount of the loan that had been obtained from First

Citizens.210 Nevertheless, financial records prepared by Kenny Rampersad in connection with

201 DOC05930876.

202 Witness Interview Memorandum.

203 Witness Interview Memorandum.

204 Witness Interview Memorandum.

205 Witness Interview Memorandum.

206 Witness Interview Memorandum.

207 Witness Interview Memorandum.

208 DOC05930876, DOC05930885.

209 DOC05930876.

210 DOC05930885.

35

the 2000-01 financial statements show that the balance of this loan from First Citizens totaled

$5.6 million by year-end 2001.211

5.43. Because of the lack of records related to payments made for the development of

the COE, the Committee could not positively determine if the loan listed in CONCACAF’s

1998-99 and 2000-01 financial statements was the same as the 1998 mortgage loan. It is entirely

possible that the $3 million loan listed in the 1998-99 financial statements, and the loan disclosed

in the 2000-01 financial statements that records show carried a balance of $5.6 million, represent

additional credit that First Citizens extended to Renraw, CCAM, CONCACAF, and Warner in

connection with the 1998 mortgage loan which was originally for $475,000. Although it is also

unclear how any of the these loans were repaid, Warner’s December 20, 2001 letter to FIFA

suggests that part, or all, of the $10 million FIFA advanced against CONCACAF’s 2003 through

2006 FIFA FAP funds may have been used to repay First Citizens on such loans.212 In

particular, Warner’s December 20, 2001 letter to FIFA states that the requested $5 million in

funding was to be assigned to First Citizens “in consideration of monies advanced from [First

Citizens] for operations and development of our Centre of Excellence and will be used to repay

those advances to them.”213

b. The 2007 Mortgage Loan

5.44. In or around June 2007, First Citizens issued a loan for TT$11 million

(approximately $1,732,500) to Renraw, CCAM, CONCACAF, and the Dr. Joao Havelange

Centre of Excellence.214 The bank secured this loan by creating a charge (an encumbrance) over

all three parcels of the COE land.215 The mortgage deed for this loan specifically identifies

Renraw, CCAM, and Warner as parties trading under the name the Dr. Joao Havelange Centre of

Excellence.216 Under the terms of the mortgage deed, each party is jointly and severally liable

for repayment of the loan.217 The mortgage deed was signed on behalf of each party by the

following individuals:

• For Renraw: (i) Jack Warner as Director; (ii) Patricia Modeste as Secretary;

• For CCAM: (i) Jack Warner as Director; (ii) Patricia Modeste as Secretary;

• For CONCACAF: (i) Jack Warner as President; (ii) Lisle Austin (“Austin”) as Vice

President; and

• For Jack Warner: Jack Warner in his individual capacity.218

211 DOC05930885, DOC05931264.

212 DOC05930884.

213 Id.

214 DOC00516282, DOC05930823. The currency conversion was calculated using the June 2007 exchange rate.

215 DOC00516282, DOC05930823.

216 DOC00516282, DOC05930823.

217 DOC00516282, DOC05930823.

218 DOC00516282, DOC05930823.

36

5.45. In connection with the 2007 mortgage loan, Warner submitted an agreement,

dated June 11, 2007, that irrevocably assigned to First Citizens monthly payments of $50,000

that CONCACAF’s New York office had been consistently sending to the COE to support its

operations.219 This assignment was signed by Warner in his capacity as CONCACAF President

and Lisle Austin in his capacity as CONCACAF Vice President.220

5.46. In addition to the assignment of the monthly $50,000 transfers from

CONCACAF’s U.S. accounts, First Citizens also required CONCACAF to submit a resolution

from CONCACAF’s board authorizing the loan commitment.221 Documents received from First

Citizens include only the first page of a resolution passed at a June 4, 2007 “meeting of

[CONCACAF]” that was held at the CONCACAF President’s Office in Trinidad and Tobago.222

This document lists only Jack Warner and Lisle Austin as attendees at this meeting, and purports

to authorize, on behalf of CONCACAF, the 2007 mortgage loan.223 It further states that the

mortgage deed for the 2007 mortgage loan was presented during this meeting as part of the

authorization.224 The Committee found no evidence that the resolution was ever presented to

CONCACAF’s Executive Committee or Congress, notwithstanding the fact that the

CONCACAF Statutes require authorization from the Congress for any loans. Warner also

submitted to First Citizens CONCACAF’s financial statements for the year ending 2008.225 As

explained in more detail below, these 2008 financial statements listed the COE as an asset of

CONCACAF, described as “Freehold Property,” with a net book value of $16,470,881.226

5.47. Counsel to the Integrity Committee spoke with Lisle Austin, who is from

Barbados and for many years served as Vice President of the CONCACAF Executive

Committee, including at the time the loan was issued.227 Austin readily acknowledged that he

lacked authority to bind CONCACAF in connection with the loan.228 When he was shown his

signature on the mortgage deed, Austin indicated that the signature looked like his but also said

that he did not recall signing the document and speculated that someone may have transferred his

signature onto the document without his knowledge.229 Austin acknowledged that his position as

CONCACAF Vice President did not independently permit him to bind CONCACAF in

connection with the 2007 loan and said that, during his tenure on the CONCACAF Executive

Committee, he did not recall ever receiving authorization to sign any document on behalf of

219 DOC05930907; infra paragraph 5.55.

220 DOC05930907.

221 DOC05930905.

222 Id.

223 DOC05930907.

224 Id.

225 DOC05930919.

226 Id.

227 Witness Interview Memorandum.

228 Witness Interview Memorandum.

229 Witness Interview Memorandum.

37

CONCACAF.230 Austin did recall signing a shorter, one-page loan document at Warner’s

request, and on behalf of the CFU, authorizing repairs to the COE facilities.231 Austin stated that

the loan document was presented to him by Warner during an informal meeting with Warner and

Patricia Modeste, who was Warner’s long-time secretary and who appeared as Secretary to both

Renraw and CCAM on documents related to the loan.232 Austin did not explain how he would

have had authority to sign the one-page loan document on behalf of the CFU related to repairs to

the COE.233

9. The Executive Committee and Congress and the COE

5.48. The evidence reviewed by the Integrity Committee shows that Jack Warner

represented to the CONCACAF Executive Committee and Congress that the COE would be a

CONCACAF asset. More specifically, the evidence showed that: (i) Warner falsely represented

that CONCACAF owned the COE; (ii) Warner failed to disclose the material fact that he owned

the land on which the COE was built; and (iii) current and former CONCACAF Executive

Committee members believed that the COE was owned by CONCACAF.

5.49. Warner made numerous representations that CONCACAF owned the COE. Most

significantly, from the inception of the COE, Warner reported it as an asset on the CONCACAF

balance sheet.234 Warner made other similar representations. For example, during a July 2001

meeting, Warner told the CONCACAF Executive Committee that the underutilized COE was

increasingly being used for its intended purpose and that “we shall, of course, ultimately become

proud owners.”235

5.50. On many occasions, Warner discussed the COE but omitted the fact that title was

held by his companies. During the 16 years from Warner’s initial presentation of the COE

concept to the Executive Committee until his resignation, Warner provided frequent updates,

both oral and in writing, to the Executive Committee on the development and operations of the

COE. In fact, the meeting materials reviewed by the Committee show that the COE was

discussed at least 27 times during the 45 Executive Committee and Congress meetings that were

held from the time that Warner first presented the COE project until his resignation.

Nevertheless, the Committee was unable to locate a single instance in the meeting materials

where Warner, or anyone else, mentioned the existence of Warner’s companies or the possibility

that anyone other than CONCACAF owned the COE. Warner’s failure to disclose the true

owner of the COE was particularly significant on certain occasions, such as when Warner: (i)

sought Executive Committee approval in 1995 to commit CONCACAF funds to the COE project

230 Wtiness Interview Memorandum.

231 Wtiness Interview Memorandum.

232 Wtiness Interview Memorandum.

233 Wtiness Interview Memorandum.

234 DOC05930848, DOC05930876, DOC05930885, DOC05930888, DOC05930897, DOC05930903,

DOC05930914, DOC05930918, DOC05930922, DOC05930927.

235 DOC05926244.

38

which was estimated to cost $7.5 million;236 (ii) sought Executive Committee approval in 1996

to commit an additional $7.5 million in CONCACAF funds to the COE;237 (iii) informed the

Executive Committee in 1997 that project costs had increased to $16 million;238 or (iv) informed

the Executive Committee in 2006 that additional funding was needed for repairs to the COE.239

Warner similarly omitted such facts when he described the acquisition of Parcel 3 to the

Executive Committee.240

5.51. The evidence reviewed by the Committee shows that current and former members

of the Executive Committee were left with the clear impression that the COE was owned by

CONCACAF. During the course of the investigation, counsel to the Committee interviewed

current members of the CONCACAF Executive Committee and sought to locate and interview

every living former member of the Executive Committee on the issue of ownership of the COE,

among other issues. Without exception, every current or former Executive Committee member

interviewed stated that he had no knowledge, before the issue became public in 2012, that the

land on which the COE was developed was owned by Warner through his companies.241 And

with one exception, each of these individuals also stated that he always believed that the COE

was owned by CONCACAF.242 The lone exception was Lisle Austin, the former Vice President

of CONCACAF, who said that he believed that the COE was a project initiated in concept by the

CFU that CONCACAF had later joined.243 Austin also stated, however, that he was never told

that the CFU had an actual ownership interest in the COE until Warner told him this sometime

after Warner’s resignation in 2011.244 Austin, as a member of the CFU Executive Committee,

had access to CFU financial statements. He acknowledged that the CFU had limited assets and

did not recall it carrying the COE as an asset on its balance sheet.245 Indeed, the Committee

obtained a draft of the 2005 CFU financial statements which confirm that the CFU did not carry

the COE as an asset on its balance sheet.246

10. Recent Statements by Jack Warner

5.52. After public reports emerged in May 2012 suggesting that Warner, not

CONCACAF, held title to the land on which the COE was developed, Jack Warner apparently

made multiple, inconsistent statements to the media concerning this issue. On May 26, 2012,

236 DOC05930827, DOC05930838.

237 DOC05930838.

238 DOC05930842.

239 DOC05930899.

240 DOC05930842, DOC05930858, DOC05930866.

241 Witness Interview Memoranda.

242 Witness Interview Memoranda.

243 Witness Interview Memorandum.

244 Witness Interview Memorandum.

245 Witness Interview Memorandum.

246 DOC05930889.

39

Warner told a reporter from a television station in Trinidad and Tobago that he possessed a letter

that showed that the COE was a gift to the CFU from João Havelange, the former President of

FIFA.247 Separately, a newspaper article appeared on May 27, 2012, in which Warner was

quoted denying that he owned the COE. Reportedly, Warner stated: “What I do know is that I

don’t own it [the COE], so what is all the fuss about?”248 More recently, during a meeting with

the current CONCACAF General Secretary, Enrique Sanz, that took place in September 2012,

Warner stated that the COE is owned jointly by his family and the CFU, and he claimed to have

a letter from Havelange in which Havelange purportedly gifted the COE to the CFU and

Warner’s family.249 During the same meeting, Warner acknowledged that there was an

outstanding balance on loans secured by the COE property, but that much of the loan principal

had been repaid.250

B. CONCACAF Operations in Trinidad and Tobago

5.53. CONCACAF operations in Trinidad and Tobago consisted of daily business

activities at the Centre of Excellence and the CONCACAF President’s Office. As described

below, for many years, CONCACAF made monthly payments to subsidize the cost of operations

at the COE and the President’s Office. The Committee reviewed these payments in the context

of the Executive Committee’s request that the Committee review and determine whether any of

CONCACAF’s funds were misused during the prior five years. The Committee’s factual

findings with regard to payments associated with CONCACAF operations in Trinidad and

Tobago are set forth below.

1. Monthly Payments to the COE and the President’s Office

5.54. From 1996 to 2011, CONCACAF provided a total of nearly $11 million in

routine, monthly payments to support operations at the COE and the President’s Office in

Trinidad and Tobago. CONCACAF provided over $5.3 million to the President’s Office to

support its operations from 1996 to 2011.251 These monthly payments were usually made in

round numbers but, at times, the amounts varied.252 Records show that from 1996 to 2003,

monthly payments to the President’s Office ranged from $10,000 to $25,000 per month.253 From

2004 to 2011, the payments increased and ranged from $25,000 to $45,000 per month.254

247 See Ian Prescott, Who Owns Centre of Excellence?, TRINIDAD EXPRESS (May 26, 2012),

http://www.trinidadexpress.com/sports/Who_owns_Centre__of_Excellence_-154630485.html.

248 See Shastri Boodan, Warner: I Won’t be Destroyed by FIFA, TRINIDAD AND TOBAGO GUARDIAN (May 27,

2012), http://guardian.co.tt/news/2012-05-27/warner-i-won%E2%80%99t-be-destroyed-fifa.

249 Witness Interview Memorandum.

250 Witness Interview Memorandum.

251 DOC05931319.

252 Id.

253 Id.

254 Id.

40

5.55. Separately, nearly $5.6 million was provided to the COE between 2000 and

2011.255 More specifically, from 2000 to 2003, CONCACAF sent $1,260,000 in 23 separate

wire transfers to a bank account at First Citizens controlled by Warner that was held by Warner’s

partnership, named the “Dr. Joao Havelange Centre of Excellence.”256 The payments that

comprised this $1,260,000 were typically in amounts of $50,000.257 Beginning in April 2004,

CONCACAF wired $50,000 to this account every month.258 In 2011, the amount increased to

$75,000 per month.259

2. Accounting Records for Operations in Trinidad and Tobago

5.56. The Integrity Committee was unable to determine how any of the CONCACAF

funds allocated to subsidize daily operations at the COE and the President’s Office were actually

expended. Detailed accounting records for operations at the COE and the President’s Office

were not maintained in CONCACAF’s New York office. Instead, it appears as though all

accounting records related to the expenditures at the COE and the former President’s Office in

Trinidad and Tobago were created and maintained in Trinidad and Tobago under the control of

Jack Warner. As discussed previously, Warner declined to provide records to the Committee,260

and CONCACAF’s former auditor, and COE accountant, based in Trinidad and Tobago – Kenny

Rampersad – did not respond to the Committee’s requests for information. The Committee also

has not received relevant bank records from Trinidad and Tobago that would reflect the transfer

or distribution of the funds sent there.

5.57. At least one witness reported that Chuck Blazer at times requested that Warner

provide an itemized accounting of expenses for operations at the COE and the President’s

Office.261 Blazer apparently received a regular accounting of expenses from CONCACAF’s

regional office in Guatemala.262 Warner refused to comply with Blazer’s requests, however, and

Blazer ultimately established a monthly fixed amount that had the effect of capping Warner’s

unsupported monthly expenses.263

5.58. As discussed more thoroughly below, CONCACAF’s financial statements

typically reported the total amount of annual payments made to support its operations in Trinidad

and Tobago, without detailing the financial activity at the COE or the President’s Office,

including any of the revenue, expenses, or cash receipt and expenditure activity for those

255 DOC05930942.

256 DOC00292447, DOC05930941, DOC05930942.

257 DOC05930942.

258 Id.

259 Id.

260 See supra paragraphs 4.6-4.10.

261 Witness Interview Memorandum.

262 Witness Interview Memorandum.

263 DOC05930942, DOC05930943; Witness Interview Memorandum.

41

operations.264 CONCACAF also failed to include the financial activity of its operations in

Trinidad and Tobago in its general accounting ledgers. Accordingly, the Committee was unable

to obtain an accounting of how the approximately $11 million in combined funding sent to the

COE and the President’s Office were spent and was unable to determine whether those funds

were comingled with Warner’s other business affairs.

3. Recent Statements by Chuck Blazer

5.59. In statements made after his resignation from CONCACAF, Chuck Blazer sought

to separate himself from CONCACAF operations in Trinidad and Tobago. In a 2012 email to

CONCACAF officials, Blazer stated that CONCACAF operations in Trinidad and Tobago were

a “total enigma” and explained:

[M]y only involvement with [the COE and President’s Office] was

to make the payments to Jack’s office [the President’s Office] and

the COE on a monthly basis as authorized . . . . I never had any

authority nor management responsibility over the COE, the

Presidential Office, its bank accounts nor property holdings. This

information was always added in the Consolidation [of

CONCACAF’s financial statements] by the Auditor, Mr. Kenny

Rampersad, and never done by me nor my staff.265

In 2010, Blazer acknowledged to another CONCACAF senior official that this funding provided

for the COE was potentially misused, stating “[t]here are so many things that we could have

done with the 10s of millions of dollars wasted there.”266

C. The Former General Secretary’s Compensation

5.60. From 1990 to 2011, CONCACAF paid Chuck Blazer more than $20 million for

his services as General Secretary. In 2011 and 2012, public allegations arose regarding whether

Blazer’s compensation had been properly disclosed to the Executive Committee of

CONCACAF.267 The Executive Committee requested that the Integrity Committee review and

determine the facts related to compensation paid to the former General Secretary, including the

provisions of a contract he had with CONCACAF, specifically those pertaining to commissions

and the contract’s expiration. The Committee’s factual findings on these issues are set forth

below.

264 See infra paragraphs 5.140-5.141.

265 DOC00382575.

266 DOC02277184.

267 See Richard Conway, Jack Warner statement on Chuck Blazer - 31st August 2011, RICHARD CONWAY’S

POSTEROUS (August 31, 2011), http://richardmconway.posterous.com/jack-warner-statement-on-chuck-blazer-31stau;

Richard Conway, Fifa’s Chuck Blazer ‘Used Football Funds’ for New York Apartment’, BBC (June 8, 2012),

http://www.bbc.co.uk/sport/0/football/18367869.

42

1. The Sportvertising Contracts

5.61. Chuck Blazer was appointed General Secretary of CONCACAF in 1990, shortly

after Jack Warner was elected as CONCACAF President.268 CONCACAF initially secured

Blazer’s services by means of a written contract, dated July 31, 1990, between CONCACAF and

Sportvertising, Inc., a New York corporation (“Sportvertising NY”), that commenced on April

28, 1990 and expired on July 17, 1994 (the “1990 Sportvertising Contract”).269 Thereafter,

CONCACAF continued to retain Blazer’s services by means of a second written contract, dated

July 18, 1994, between CONCACAF and Sportvertising, Inc., a Cayman Islands corporation

(“Sportvertising Cayman”), that commenced on July 18, 1994 and expired on July 17, 1998 (the

“1994 Sportvertising Contract”).270

5.62. The 1990 Sportvertising Contract specified that Sportvertising NY was to provide

a Sportvertising NY employee to perform the functions of the CONCACAF General

Secretary.271 Blazer was not specifically named as that employee.272 CONCACAF agreed,

among other things, to provide “an office and administrative support” to the General Secretary

and to pay Sportvertising NY: (i) a monthly “basic fee” that would “be subject to an increase

based on an annual review;” (ii) a revenue-based “override fee;” (iii) a monthly “administrative

fee” subject to certain maximums; and (iv) a fee to cover employee benefits.273 The “override

fee” was intended to compensate Sportvertising NY “[f]or obtaining and/or maintaining

sponsorships and TV rights fees.”274 It was to equal a 10% commission “on all sponsorships and

TV rights fees from all sources received by CONCACAF or for CONCACAF

programs/tournaments, exclusive of sponsorships arranged at the local level on tournaments and

events.”275 The Contract contemplated that Sportvertising NY would earn such commissions on

contracts entered into prior to July 17, 1994, but that CONCACAF’s obligation to pay

Sportvertising NY would not arise until CONCACAF received payments on these contracts,

even if such payments were received after July 17, 1994.276 An unsigned version of the 1990

Sportvertising Contract contemplated an “override fee” comprised solely of a 10% commission

on sponsorship revenues, suggesting that “TV rights fees” were added during the negotiations.277

The 1990 Sportvertising Contract was executed by Jack Austin Warner as CONCACAF

President and Charles G. Blazer as Sportvertising NY President.278 The 1990 Sportvertising

268 Witness Interview Memorandum.

269 DOC05930947.

270 DOC00591791.

271 DOC05930947.

272 Id.

273 Id.

274 Id.

275 Id.

276 Id.

277 DOC00591792.

278 DOC05930947.

43

Contract stated that it could not be modified or amended, except by a written instrument

executed by the parties.279

5.63. In the 1994 Sportvertising Contract, Sportvertising NY was replaced by

Sportvertising Cayman as the contract party responsible for providing an employee to perform

the functions of the General Secretary.280 The 1994 Sportvertising Contract, which defined

substantially the same obligations as the 1990 Sportvertising Contract, extended the parties’

obligations for a period of four years until July 17, 1998.281 This contract was executed by Jack

Austin Warner as CONCACAF President and Charles G. Blazer as Sportvertising Cayman

President.282 Like the 1990 Sportvertising Contract, the 1994 Sportvertising Contract specified

that it could not be modified or amended, except by a written instrument executed by the

parties.283

5.64. The Committee found no evidence indicating that either Sportvertising Contract

was ever modified or amended or that CONCACAF ever signed a subsequent contract with

regard to Blazer’s compensation.

5.65. The evidence reviewed by the Committee suggests that Sportvertising NY and

Sportvertising Cayman existed only to serve as contractual counterparties in connection with

Blazer’s employment by CONCACAF.284 The Committee found no evidence that either

Sportvertising entity ever provided services to CONCACAF beyond supplying an employee –

Blazer – to function as the CONCACAF General Secretary. The evidence also showed that

Sportvertising Cayman had a bank account at FirstCaribbean International Bank in the Cayman

Islands that was dormant from at least July 2004 to July 2011, as well as a brokerage account at

Merrill Lynch.285

2. Sponsorship Revenue Growth

5.66. Blazer’s tenure as CONCACAF General Secretary corresponded with a period of

significant revenue growth for CONCACAF, with reported annual revenues rising from just over

$1 million in 1991 to over $25 million in 2010 (over $35 million in 2009, a Gold Cup year).286

According to CONCACAF’s financial statements, its largest source of income during this 20-

year period was “sponsorship” revenues.287 In recent years, such “sponsorship” revenues

279 Id.

280 DOC00591791.

281 Id.

282 Id.

283 Id.

284 Witness Interview Memorandum.

285 DOC00592191.

286 DOC05930824, DOC05930927, DOC05930922.

287 DOC05930824, DOC05930832, DOC05930848, DOC05930876, DOC05930885, DOC05930888,

DOC05930897, DOC05930903, DOC05930914, DOC05930918, DOC05930922, DOC05930927 (The

corresponding line item’s name has evolved over the years from “Sponsorship” in the financial statements for 1992-

44

accounted for nearly all of CONCACAF’s income.288 CONCACAF’s accounting records appear

to show that ”sponsorship” revenues, as reported in its financial statements, included all revenues

associated with the sale of sponsorship and broadcasting rights, as well as other tournament

promotion proceeds, such as gate receipts.289 “Sponsorship” revenues, as reported in the

financial statements, did not include grants from FIFA, among other things.

5.67. As further explained below, a large part of CONCACAF’s revenue growth during

this period resulted from its efforts to develop the Gold Cup and other tournaments.

CONCACAF accomplished this, in part, by partnering with third parties to leverage their

expertise in tournament promotion and the sale of broadcast and sponsorship rights.

CONCACAF also sought to increase its own capacity to handle the sale of such rights by

establishing CMTV, a wholly owned subsidiary, and hiring additional sales staff.

a. InterForever Sports, Inc.

5.68. In October 1994, CONCACAF entered into an agreement with InterForever

Sports, Inc. (“InterForever”),290 a company with expertise in the promotion and

commercialization of sporting events, to secure InterForever’s assistance with the organization

and marketing of the Gold Cup.291 Under this agreement and a series of subsequent renewals

and amendments, CONCACAF bundled and sold to InterForever nearly all of its broadcast,

advertising, sponsorship, gate, and merchandizing rights for the 1996, 1998, 2000, 2002, and

2003 Gold Cups in exchange for structured, flat, per tournament payments from InterForever.292

Notably, the gate rights included all revenues from the marketing and sale of tickets for each of

the Gold Cup matches.293 In purchasing these rights, InterForever: (i) assumed responsibility for

nearly all of the Gold Cup’s attendant obligations and costs, including renting of venues, staffing

matches, covering fees, organizing press conferences, producing TV broadcasts; and (ii) received

nearly all of the tournament’s related revenues, including proceeds from the sales of match

tickets, TV broadcasts, and sponsorships.294

5.69. CONCACAF entered into other related agreements with InterForever, including:

(i) a December 1996 agreement covering the multi-year sale of CONCACAF’s broadcast,

93 though 2002-03, to “Sponsorship, Broadcast & Events” in 2004-05 financial statements, to “Marketing &

Sponsorship” in the financial statements for 2006-07 though 2010.).

288 DOC05930927 (“Marketing & Sponsorship” accounted for over 92% of CONCACAF’s non-FIFA revenues in

2010).

289 DOC05931273.

290 InterForever was later acquired by Traffic Sports USA, Inc. For consistency, this Report will refer to the

companies collectively as InterForever, even though the company was known as Traffic Sports USA, Inc. during

part of the relevant period.

291 DOC05930951, DOC05931244, DOC05931250.

292 DOC05931257, DOC05931255, DOC05931252, DOC05930951, DOC05930953, DOC05930961.

293 DOC05931257.

294 DOC05931257, DOC05930953, DOC05930961.

45

advertising and sponsorship rights for various non-Gold Cup CONCACAF tournaments;295 and

(ii) a November 1999 agreement covering the multi-year sale of CONCACAF’s broadcast,

advertising, sponsorship, gate, and merchandizing rights for the Women’s Gold Cup

tournament.296

5.70. In 2003, CONCACAF decided to end the practice of outsourcing the sale of its

tournament broadcast and sponsorship rights and instead chose to handle the sale of such rights

internally.297 Accordingly, in March 2003, CONCACAF canceled its previously negotiated

arrangements with InterForever for the 2005 Gold Cup and Women’s Gold Cup and the rights

for each – along with all of the accompanying obligations, costs, and revenues – reverted to

CONCACAF.298

b. Creation of CMTV and Increased Staff

5.71. In preparation for the 2005 Gold Cup, CONCACAF sought to maximize revenues

by developing its own abilities to handle the sale of tournament-related broadcast and

sponsorship rights.299 As part of this transition, CONCACAF established CMTV, a whollyowned

subsidiary, to assist with the direct sales of such rights and hired InterForever’s CEO to

serve as the Director of TV and Broadcasting for CMTV.300 CONCACAF also hired additional

employees, including a Deputy General Secretary to focus on developing CONCACAF’s various

tournaments and marketing its broadcast and sponsorship rights.301 By 2010, the annual

compensation for the employee who held this Deputy General Secretary position had reached

more than $500,000.302

c. Soccer United Marketing, LLC

5.72. To assist with tournament operations for the 2005 Gold Cup, CONCACAF

entered into a Match Promotion Agreement in August 2004 with Soccer United Marketing, LLC

(“SUM”), the marketing arm of Major League Soccer.303 Under this agreement, SUM organized

and promoted Gold Cup matches and in return collected the gross revenues for those matches –

including proceeds from the sales of match tickets, luxury suite rentals, parking, and venue

concessions.304 SUM then shared these gross revenues with CONCACAF by paying

295 DOC05931250, DOC05930952.

296 DOC05931258, DOC05930955.

297 DOC05930958, DOC05930962.

298 DOC05931252, DOC05931253, DOC05930961.

299 DOC05930961.

300 DOC05930958, DOC05930961, DOC05930962.

301 See, e.g., Press Release, CONCACAF, CONCACAF Appoints New Deputy General Secretary (Nov. 8, 2007),

available at http://www.concacaf.com/page/ConfederationDetail/0,,12813~1858850,00.html.

302 DOC05931003; Witness Interview Memorandum.

303 DOC05930961, DOC00228273.

304 DOC00228273.

46

CONCACAF guaranteed minimum amounts for each Gold Cup cycle along with incremental

percentage-based amounts of gross revenues in excess of certain thresholds.305

5.73. CONCACAF initially excluded the sale of sponsorship rights from its relationship

with SUM.306 However, CONCACAF and SUM later entered into an agreement, covering 2008

through 2012, by which SUM obtained the right to sell sponsorship and licensing rights for the

Gold Cup and Champions League tournaments.307 In return, SUM agreed to pay CONCACAF

guaranteed minimum amounts for each year and incremental percentage-based amounts of gross

sponsorship revenues in excess of certain thresholds.308

3. Compensation Payments to the Former General Secretary

5.74. Accounting records show that, from 1996 through 2011, Blazer received more

than $20.6 million in compensation from CONCACAF. Specifically, CONCACAF paid: (i)

over $15.3 million to Blazer in commissions; (ii) over $4.4 million to Blazer in fees; and (iii)

over $837,000 in rent expenses for apartments used by Blazer. Annual totals for these categories

of payments are as follows:

Year Commissions Paid Fees Paid Rent Paid Grand Total

1996 $ 195,000.00 $ 85,000.00 $ 43,310.34 $ 323,310.34

1997 30,000.00 294,000.00 15,733.33 339,733.33

1998 579,250.00 165,000.00 56,000.00 800,250.00

1999 95,000.00 45,000.00 68,000.00 208,000.00

2000 - 565,000.00 48,000.00 613,000.00

2001 625,000.00 84,000.00 72,000.00 781,000.00

2002 110,000.00 204,000.00 72,000.00 386,000.00

2003 60,000.00 226,000.00 48,000.00 334,000.00

2004 295,412.67 391,200.00 60,000.00 746,612.67

2005 641,651.51 326,340.00 54,000.00 1,021,991.51

2006 549,565.00 304,470.00 60,000.00 914,035.00

2007 913,497.35 343,726.00 60,000.00 1,317,223.35

2008 1,770,027.22 371,573.00 60,000.00 2,201,600.22

2009 2,310,319.00 210,630.00 60,000.00 2,580,949.00

2010 951,985.13 515,615.20 60,000.00 1,527,600.33

2011 6,191,045.66 320,074.88 - 6,511,120.54

Grand Total $ 15,317,753.54 $ 4,451,629.08 $ 837,043.67 $ 20,606,426.29

The Committee was unable to obtain complete accounting records relating to payments made to

Blazer prior to 1996, but CONCACAF’s financial statements show that, from 1991 through

1995, more than $1 million was recorded in expense line items for “Commissions” and

305 Id.

306 Id. However, under the Match Promotion Agreement, CONCACAF and SUM were to share evenly any revenues

generated by SUM in its efforts to secure local sponsors for the matches. Id.

307 DOC05930968, DOC05930963.

308 DOC05930968.

47

“Administration Fees”309 – both of which were associated with compensation paid to Blazer.

CONCACAF’s records further suggest that CONCACAF made compensation-related payments

to Blazer from 1991 through 1995 totaling approximately $837,440.310

a. Accrual of Commissions and Fees

5.75. The Committee’s review of CONCACAF’s accounting records shows that Blazer

periodically accrued in CONCACAF’s accounting system amounts that he anticipated paying to

himself. On the surface, these amounts appear to correspond with the commissions and fees that

were described in the Sportvertising Contracts.

5.76. More specifically, each year, Blazer accrued in a “commissions payable” account

amounts equal to 10% of CONCACAF’s payments for that year from revenues that were

ultimately classified as “sponsorship” revenues for purposes of its financial statements. These

accruals appear initially to resemble the “override” fees described in the Sportvertising

Contracts, which entitled the Sportvertising entities to collect 10% commissions “on all

sponsorships and TV rights fees from all sources received by CONCACAF or for CONCACAF

programs/tournaments . . . .”311 However, a more careful examination reveals that the

“sponsorship” revenues included substantially more than the “sponsorship and TV rights fees”

called for under the Sportvertising Contracts. For example, “sponsorship” revenues appear to

have included match promotion proceeds from the sales of tournament match tickets, luxury

suite rentals, parking, and venue concessions, amounts which clearly do not qualify as

“sponsorship and TV rights fees.”312 In fact, CONCACAF’s accounting records appear to show

that Blazer simply accrued in the “commissions payable” account amounts equal to 10% of

CONCACAF’s total proceeds from its agreements with InterForever and SUM, without

separating out revenue that did not qualify as “sponsorship and TV rights fees” under the

Sportvertising Contracts.313

5.77. Blazer also accrued, and paid himself, a $300,000 commission which appears to

have been connected to a $3 million grant that CONCACAF received from FIFA. In 2006,

CONCACAF built a television broadcast studio within its offices in the Trump Tower.314 On

January 18, 2006, FIFA Marketing & TV AG – the marketing arm of FIFA315 – made a $3

million payment to CONCACAF to support construction of the studio.316 CONCACAF’s

309 DOC05930824 (1991: $68,277 in Commissions and $88,700 in Administration Fees; 1992-93: $33,095 in

Commissions and $216,488 Administration Fees), DOC05930832 (1994-95: $208,473 in Commissions and

$293,322 in Administration Fees).

310 DOC05931303.

311 DOC05930947, DOC00591791.

312 DOC00228273, DOC05931273, DOC05930947, DOC00591791.

313 DOC05931273.

314 DOC05931262; Witness Interview Memorandum.

315 See Press Release, FIFA, FIFA Marketing AG, FIFA's New Marketing Arm (May 18, 2012), available at

http://www.fifa.com/aboutfifa/organisation/news/newsid=86202/index.html.

316 DOC05931308.

48

accounting records indicate that the payment was related to “Technology, Studio Equipment and

Services for Market Development in Support of the Broadcast Contracts for the United States of

the World Cups 2010 and 2014” and had been “approved by the FIFA Finance Committee on 5

December 2005.”317 On January 31, 2006, two weeks after CONCACAF received the payment,

Blazer accrued a $300,000 commission to the “commissions payable” account.318 The accrual is

described in the accounting records as a “Comm[ission] on Sony Equipment Sponsorship.”319

Although the Committee was unable to conduct a full investigation of the issue, it found no

evidence that Sony served as a CONCACAF sponsor. Rather, CONCACAF made over $1.2

million in payments to Sony Electronics, Inc. in 2006 as part of its purchase of equipment for the

broadcast studio.320 The suggests that Blazer accrued a 10% commission on funds that

CONCACAF received from FIFA to assist with the cost of building the broadcast studio –

revenue that would not qualify as “sponsorship and TV rights fees” under the Sportvertising

Contracts.321

5.78. Blazer also separately accrued in a “fees payable” account amounts that, on the

surface, appear to resemble the monthly “basic” and “administrative” fees described in the

Sportvertising Contracts, which contemplated that such fees would total as much as $300,000

annually beginning in 1995.322

317 Id.

318 DOC05931268.

319 Id.

320 DOC05931262.

321 DOC05930947, DOC00591791.

322 See DOC05931269, DOC05930947, DOC00591791. Under the 1994 Sportvertising Contract: (i) the “basic fee”

was set at $10,000 per month in 1995 and thereafter was “subject to an increase based on an annual review;” and (ii)

the “administrative fee” was set at a monthly maximum of $15,000. DOC00591791.

49

5.79. Annual totals for these commissions and fees accruals are as follows:

Year

"Commissions Payable"

Account Accruals per

Accounting Records

"Commissions" and

"Commissions & Fees"

Expense Line Items per

Financial Statements

"Fees Payable" Account

Accruals per Accounting

Records

"Administration Fees"

Expense Line Items per

Financial Statements

Notes

1990 - - 1

1991 - - 1

1992 - - 1

1993 - - 1

1994 - - 1

1995 $ 5 0,916 $ 1 20,000 1

1996 265,632 145,000

1997 195,886 145,000

1998 605,500 215,000 2

1999 370,558 215,000 2

2000 865,000 215,000

2001 330,000 260,000

2002 585,748 280,000

2003 - 1 80,000 3

2004 328,000 280,000

2005 1,339,763 280,000

2006 951,277 951,277 2 80,000 280,000

2007 1,539,077 1,539,077 280,000 280,000

2008 1,181,911 1,181,911 280,000 280,000

2009 2,822,714 2,822,714 280,000 280,000

2010 1,919,671 1,919,671 280,000 280,000

2011 4,672,522 4,672,522 280,000 - 4

Total $ 18,024,174 $ 18,685,011 $ 4,015,000 $ 4,313,510 5

Accrual of Commissions and Fees

3: Accounting records for 2003 obtained by the Committee were incomplete.

5: Discrepancies in the total amounts result primarily from the issues addressed in Notes 1-4.

Notes

1: Accounting records from the period prior to 1996 obtained by the Committee were incomplete.

560,000

$ 8 8,700

216,488

293,322

290,000

430,000

475,000

887,537 560,000

1,667,763

$ 6 8,277

4: The 2011 financial statements do not separately break out "Administration Fees," which are instead presented as part

of the "General and administrative expenses" line item.

133,095

208,473

461,518

976,176

1,195,000

2: The Committee notes the $118 discrepancy between the "commissions payable" accruals for 1998 and 1999 and the

"Commissions" expense line item on the 1998-99 financial statements.

5.80. Blazer continued to accrue commissions and fees even after the 1994

Sportvertising Contract expired on July 17, 1998. The Committee’s advisors conducted a review

of CONCACAF’s accounting records to separate those commissions and fees that were properly

earned under the Sportvertising Contracts from those that were not. The task was complicated

by the fact that the 1994 Sportvertising Contract authorized Blazer, through Sportvertising

Cayman, to receive commissions on payments received after July 17, 1998, in connection with

contracts that were entered into on or before July 17, 1998.323 As a result, the Committee’s

advisors had to separate revenues from contracts entered into on or before July 17, 1998, from

those entered into after that date, a considerable challenge given that CONCACAF’s accounting

records do not consistently associate specific payments with specific contracts. The issue was

less complicated with regard to fees because the 1994 Sportvertising Contract did not permit

Blazer, through Sportvertising Cayman, to receive fees after the 1994 Sportvertising Contract

expired on July 17, 1998. As result of this review, the Committee concluded that Blazer appears

323 DOC00591791.

50

to have accrued at least $11 million in commissions and $3.5 million in fees that were not

authorized under either of the Sportvertising Contracts.324 Blazer accrued an additional $6

million in commissions beyond these amounts after July 17, 1998.325 It is likely that some of

these commissions also were not authorized under either of the Sportvertising Contracts.

Additional forensic accounting review is necessary to determine the precise amount of

unauthorized compensation that Blazer accrued outside of the Sportvertising Contracts.

b. Payments of Commissions and Fees

5.81. Periodically, Blazer authorized payments that would be recorded in the

accounting records as reductions to the “commissions payable” and the “fees payable”

accounts.326 Although commissions and fees earned under the 1994 Sportvertising Contract

were to be paid to Sportvertising Cayman, CONCACAF’s accounting records dating back to

1996 show only two payments to Sportvertising Cayman: one in 1996 and another in 2011.

Instead, most of the payments that were recorded as reductions to the “commissions payable”

and the “fees payable” accounts were made to other entities associated with Blazer: En Passant,

Ltd., En Passant, Inc., and Multisport Games Development, Inc. (“Multisport”).

5.82. Blazer also caused CONCACAF to make direct payments to various third parties

on his behalf that were recorded as reductions to the “commissions payable” and the “fees

payable” accounts. For example, CONCACAF made such payments to landlords for apartments

used by Blazer and to a person who appears to have been Blazer’s housekeeper. Annual totals

for CONCACAF payments as reflected in the “commissions payable” and the “fees payable”

accounts are as follows:

Year En Passant, Inc. En Passant, Ltd. Multisport Sportsvertising

Cayman

Atlantis

Apartments

American

Express Other Grand Total

1996 $ - $ 195,000.00 $ - $ - $ - $ - $ - $ 195,000.00

1997 22,000.00 - - - - - 8,000.00 30,000.00

1998 579,250.00 - - - - - - 579,250.00

1999 95,000.00 - - - - - - 95,000.00

2000 625,000.00 - - - - - - 625,000.00

2001 - - - - - - - -

2002 110,000.00 - - - - - - 110,000.00

2003 60,000.00 - - - - - - 60,000.00

2004 50,000.00 - 30,000.00 - - 115,412.67 100,000.00 295,412.67

2005 245,000.00 - 50,000.00 - - 346,651.51 - 641,651.51

2006 70,000.00 - 160,000.00 - - 314,565.00 5,000.00 549,565.00

2007 140,000.00 - 500,000.00 - - 273,497.35 - 913,497.35

2008 50,000.00 - 470,000.00 - 910,000.00 340,027.22 - 1,770,027.22

2009 - - 400,000.00 - 1,147,409.49 762,909.51 - 2,310,319.00

2010 - - 600,000.00 - - 351,985.13 - 951,985.13

2011 350,000.00 - 3,850,000.00 1,400,000.00 - 591,045.66 - 6,191,045.66

Grand Total $ 2,396,250.00 $ 195,000.00 $ 6,060,000.00 $ 1,400,000.00 $ 2,057,409.49 $ 3,096,094.05 $ 113,000.00 $ 15,317,753.54

Commissions Paid

324 DOC05931274, DOC05931269.

325 DOC05931274.

326 Witness Interview Memorandum.

51

Year En Passant, Inc. En Passant,

Ltd. Multisport Sportsvertising

Cayman Landlords Housekeeper Other Grand Total

1996 $ 40,000.00 $ 25,000.00 $ - $ 20,000.00 $ - $ - $ - $ 85,000.00

1997 294,000.00 - - - - - - 294,000.00

1998 165,000.00 - - - - - - 165,000.00

1999 45,000.00 - - - - - - 45,000.00

2000 565,000.00 - - - - - - 565,000.00

2001 - - - - 84,000.00 - - 84,000.00

2002 60,000.00 - - - 144,000.00 - - 204,000.00

2003 190,000.00 - - - 36,000.00 - - 226,000.00

2004 175,000.00 - 50,000.00 - 166,200.00 - - 391,200.00

2005 165,000.00 - - - 161,340.00 - - 326,340.00

2006 - - 130,000.00 - 160,920.00 - 13,550.00 304,470.00

2007 - - 160,000.00 - 172,920.00 750.00 10,056.00 343,726.00

2008 - - 160,000.00 - 185,600.00 14,800.00 11,173.00 371,573.00

2009 - - - - 175,550.00 23,250.00 11,830.00 210,630.00

2010 - - 260,000.00 - 165,450.00 22,900.00 67,265.20 515,615.20

2011 - - - - 235,550.00 23,450.00 61,074.88 320,074.88

Grand Total $ 1,699,000.00 $ 25,000.00 $ 760,000.00 $ 20,000.00 $ 1,687,530.00 $ 85,150.00 $ 174,949.08 $ 4,451,629.08

Fees Paid

(i) Entities Associated with the Former General Secretary

5.83. The Committee found no evidence that the entities associated with Blazer, that

received payments recorded as reductions to the “commissions payable” and the “fees payable”

accounts, provided any services to CONCACAF. As with the Sportvertising entities, the

Committee was unable to obtain any meaningful information about the En Passant entities,

suggesting that they simply existed to receive payments on behalf of Blazer.327 One of the only

CONCACAF employees with any meaningful knowledge of the Sportvertising entities, the En

Passant entities, or Multisport was the former CONCACAF Controller, who executed the

payments to these entities.328 He described them as “shell companies” that acted as fronts for

Blazer.329 Public filings indicate that En Passant, Ltd. was a New York corporation that was

dissolved in 1998 and had offices located on the 17th floor of the Trump Tower in New York –

the same location as CONCACAF’s headquarters at the time.330 No public information about En

Passant, Inc. was found. Public filings indicate that Multisport is a Delaware corporation that, at

one point, had offices located in an apartment used by Blazer on the 49th floor of the Trump

Tower in New York.331

5.84. The Committee identified email communications between Blazer and

CONCACAF’s bank, BAC Florida Bank (“BAC Florida”), in which Blazer appears to have

327 Multisport appears to have had an existence beyond simply functioning as a nominee to receive payments for

Blazer. See, e.g., Interactive Systems Worldwide Inc., Current Report (Form 8-K) (July 31, 2002), available at

http://www.sec.gov/Archives/edgar/data/1025995/000112528202002541/b319738_8k.txt, 2002 (indicating that

Multisport was a shareholder in Interactive Systems Worldwide Inc. as of 2002); Complaint, Burillo v. Blazer, 1:05-

cv-03493-JGK (S.D.N.Y. Mar. 30, 2005), 2005 WL 1266214 (showing that Blazer and Multisport were involved in

litigation in 2005 concerning the sale of a partial stake in Multisport).

328 Witness Interview Memorandum.

329 Witness Interview Memorandum.

330 DOC05931005.

331 See Interactive Systems Worldwide Inc., Current Report (Form 8-K), Ex. 4.3 (July 31, 2002), available at

http://www.sec.gov/Archives/edgar/data/1025995/000112528202002541/b319738_ex4-3.txt.

52

made false statements about one of the En Passant entities. In December 2011, a BAC Florida

representative contacted CONCACAF about recent payments totaling $300,000 made by

CONCACAF to En Passant, Inc., explaining that the bank’s compliance department was

inquiring as to En Passant, Inc.’s “line of business and [the] purpose of [these] payments.”332

Blazer initially responded: “I am pleased to report that this is in payment of Commissions on

Sponsorship and TV Sales of the Gold Cup. They have been of service to CONCACAF over

many years.”333 Minutes later, Blazer clarified that, “there were multiple checks issued to En

Passant, Inc. to accrue to the total amount due to them at the time.”334 When BAC Florida then

asked whether En Passant, Inc. was a “broadcasting company,” Blazer replied that it was a

“[b]roadcasting and sponsorship sales company” that “[h]andles the sale of TV and sponsorship

rights.”335 As previously stated, the Committee found no evidence indicating that En Passant,

Inc. ever provided such services to CONCACAF or anyone else.

(ii) Timing of Payments

5.85. The Committee identified instances in which Blazer structured large payments

that were recorded as reductions to the “commissions payable” account by breaking such

payments down into smaller amounts. For example, on October 16, 2008, CONCACAF issued

to Multisport three separate checks for $50,000 on the same day, instead of one check for

$150,000.336 Copies of the three canceled checks appear to show that each was deposited into

the same Multisport account on October 17, 2008, the day after they were issued by

CONCACAF.337 Similarly, on May 23, 2011, CONCACAF issued to Multisport two separate

checks for $500,000 on the same day, instead of one check for $1 million.338

c. A Final Payment of $1.4 Million

5.86. In August and September 2011, members of CONCACAF’s Executive

Committee began to investigate Blazer’s compensation, and asked him to provide, among other

things, copies of any compensation agreements he had entered into with Warner.339 In response,

Blazer produced an unsigned draft of the 1990 Sportvertising Contract and a signed copy of the

1994 Sportvertising Contract.340 Before Blazer produced the contracts, an Executive Committee

member asked Blazer what he expected to earn from CONCACAF in 2011.341 Blazer stated that

332 DOC00556120.

333 DOC02353725.

334 Id.

335 Id.

336 DOC05930964.

337 DOC05931250.

338 DOC05931302, DOC00933624.

339 DOC00523871, DOC00527643.

340 DOC00591790, DOC00592191.

341 Witness Interview Memorandum.

53

he expected to earn about $2 million.342 The compensation amount he ultimately accrued for

himself for 2011 turned out to be close to $5 million.343 In October 2011, Blazer was informed

that the Executive Committee was planning to terminate him as CONCACAF General

Secretary.344 At about this time, Blazer was asked to refrain from transferring any additional

compensation to himself until CONCACAF had an opportunity to address the basis and validity

of his compensation.345

5.87. Nonetheless, on November 10, 2011, Blazer instructed BAC Florida to make a

$1.4 million payment to Sportvertising Cayman “in payment of Gold Cup commissions.”346

Blazer appears to have had some concern regarding whether that transfer would be completed; he

replied “[y]ippee” to a confirmation email from Sportvertising Cayman’s bank.347 On November

16, 2011, Blazer advised a member of CONCACAF’s Executive Committee that, “[c]onsistent

with the contract between CONCACAF and Sportvertising, Inc., as well as our usual and

customary practices . . . compensation of $1,400,000, representing currently due and payable

amounts, has been paid to Sportvertising.”348 This was the first payment that Blazer had made to

a Sportvertising entity since 1996.349 Blazer declined CONCACAF’s December 2011 demand to

return the $1.4 million pending resolution of issues regarding his compensation.350

4. The Former General Secretary’s Claims to Commissions Owed

5.88. Since leaving CONCACAF, Blazer has informed CONCACAF that he believes

he is entitled to more than $7 million in compensation as follows: (i) $5.2 million in

commissions for broadcast rights for 2013-2021 CONCACAF Gold Cups; (ii) $700,000 in

commissions for CONCACAF’s expected share of the ticket revenues from the 2013 Gold Cup;

and (iii) $1.25 million in commissions for the authorization of teams from the CONCACAF

region to participate in the South American Football Confederation’s Copa Libertadores.351

5. Disclosure of the Former General Secretary’s Compensation

5.89. The Integrity Committee conducted a thorough review of available evidence to

determine what information was provided to the CONCACAF Executive Committee and the

Congress regarding Blazer’s compensation. The Committee reviewed, among other things,

342 Witness Interview Memorandum.

343 See supra paragraph 5.79.

344 DOC00593125.

345 DOC00555119.

346 DOC00593334.

347 DOC00593348.

348 DOC00593503.

349 DOC05931004.

350 DOC00555119.

351 DOC05931267; Witness Interview Memorandum; see also Appendix B (letters from Blazer’s attorney

responding to document requests).

54

meeting minutes, audio and video recordings of meetings, budgets, financial statements, and

written reports. Counsel to the Committee also interviewed numerous relevant witnesses. The

Committee found that the amounts paid to Blazer as compensation had been reported in

CONCACAF’s budgets and financial statements but that they had not been represented explicitly

as compensation for the General Secretary. The Committee also identified three instances in

which Blazer’s compensation was specifically discussed in the Executive Committee or

Congress:

• a 1990 Executive Committee meeting;

• a February 1996 Executive Committee meeting; and

• a 2002 Congress meeting.352

The Committee found almost no evidence indicating that Blazer’s compensation was discussed

in the Executive Committee during the more than 15 years he served as General Secretary after

February 1996. The sole exception was that one former Executive Committee member stated his

belief that the matter had been discussed at a later Executive Committee meeting, but the

member could not recall the specifics of the discussion or at which meeting the discussion had

occurred.353 The Committee found no evidence that Blazer’s compensation was ever discussed

at the Congress after 2002. Some of the current and former Executive Committee members who

were interviewed reported that they were unaware that Blazer received compensation in the form

of commissions.354 Others reported that they were aware that Blazer’s compensation included a

commissions component.355 Most reported, however, that they did not know how much overall

compensation Blazer received from CONCACAF.356

a. Budgets and Financial Statements

5.90. As a general matter, compensation paid to Blazer was reported in the budgets and

financial statements provided biennially, and later annually, to the Executive Committee and

Congress in two expense line items: one described as “Commissions” or “Commissions & Fees”

under a category of “Marketing” expenses and another described as “Administration Fees” under

a category of “Administrative & General” expenses.357 No further explanation for these

expenses was ever provided in the budgets or financial statements, including no indication that

the expense items comprised compensation to the General Secretary.358 The budgets and

352 DOC05930950, DOC01757928, DOC05930957.

353 Witness Interview Memorandum.

354 Witness Interview Memoranda.

355 Witness Interview Memoranda.

356 Witness Interview Memoranda.

357 DOC05930824, DOC05930832, DOC05930847, DOC05930876, DOC05930885, DOC05930888,

DOC05930897, DOC05930903, DOC05930914, DOC05930918, DOC05930922, DOC05930927, DOC05931235,

DOC05931236, DOC05931238, DOC00555004, DOC00555005, DOC00555006, DOC00555007.

358 DOC05930824, DOC05930832, DOC05930847, DOC05930876, DOC05930885, DOC05930888,

DOC05930897, DOC05930903, DOC05930914, DOC05930918, DOC05930922, DOC05930927, DOC05931235,

DOC05931236, DOC05931238, DOC00555004, DOC00555005, DOC00555006, DOC00555007.

55

financial statements typically included other expense items related to employee compensation,

including line items for “Salaries and employee benefits” or “Salaries and staff benefits.”359

b. Discussions in the Executive Committee

5.91. Blazer’s compensation was discussed during Executive Committee meetings in

1990 and 1996. Evidence of these discussions appears in the minutes of an Executive

Committee meeting held in New York on February 25, 1996.360 During the meeting, a member

of the Executive Committee asked about the “commissions” line item reported in the most recent

financial statements.361 Blazer responded by “remind[ing the Executive Committee] of the

agreement made at the initial meetings of this administration for 10% of the income obtained

from marketing to be part of the compensation to be paid to the Secretary General.”362 The

Committee concludes from this statement that a commissions-based compensation structure for

Blazer was approved in a meeting of the Executive Committee in 1990, although the Committee

did not locate any minutes from such a meeting. Additionally, two former Executive Committee

members confirmed to counsel to the Committee that Blazer’s compensation had been discussed,

and a commission-based compensation structure approved, in an Executive Committee meeting

in 1990.363

c. Disclosure in the Congress

5.92. Blazer’s compensation was discussed during a CONCACAF Congress meeting in

Miami on April 20, 2002.364 The Committee identified both approved and draft minutes for this

Congress.365 The draft minutes provide more detail with regard to the discussion of Blazer’s

compensation.366

5.93. By way of background, the only significant challenge to Jack Warner’s position

as CONCACAF President occurred in 2002.367 At that time, the Mexican Football Federation

(the “FMF”) proposed a candidate for the office of President.368 In the lead up to the election,

which was to occur at the 2002 Congress, the FMF sent a letter to Chuck Blazer requesting

359 DOC05930824, DOC05930832, DOC05930847, DOC05930876, DOC05930885, DOC05930888,

DOC05930897, DOC05930903, DOC05930914, DOC05930918, DOC05930922, DOC05930927, DOC05931235,

DOC05931236, DOC05931238, DOC00555004, DOC00555005, DOC00555006, DOC00555007.

360 DOC05930950.

361 Id.

362 Id.

363 Witness Interview Memoranda.

364 DOC05930957.

365 DOC05930957, DOC01757928.

366 DOC05930957, DOC01757928.

367 DOC05930957.

368 Id.

56

specific information related to the most recent draft financial statements.369 At the Congress, a

member of the FMF delegation read to the Congress the contents of the letter, to which the FMF

had not yet received a response.370 One of the seven requests for information sought clarification

regarding $1,195,000 in expenses allocated to the “Commissions” line item listed under

“Marketing” expenses.371 Blazer then read a detailed response in which he specifically

addressed each of the FMF’s seven requests for clarification, including, for example, listing each

of the more than 20 types of office equipment that were part of the “Computers & Programs”

expense line item.372 With regard to the “Commissions” line item, Blazer stated that the line

item “corresponds to a decision of the Executive Committee taken in 1990 to provide

compensation for the General Secretary through commissions on revenue and for marketing and

sponsorship,” and that this and other expenditures were “consistent with budgets approved by

this Congress.”373 Blazer did not disclose to the Congress the fact that his last contract with

CONCACAF, through Sportvertising Cayman, had expired four years earlier.374

5.94. Blazer’s statements at the 2002 Congress were never provided to the Congress in

writing because they were excluded from the version of the 2002 Congress minutes that was

presented and approved at the 2004 Congress.375 The approved minutes from the 2002 Congress

simply explain that a FMF delegation member had read the contents of a letter containing

questions about the previously-circulated draft financial statements, because the FMF had not yet

received a response to its inquiries, and that Blazer read a response to its letter.376

5.95. The Committee was unable to review the relevant portion of an audio recording

that was made of the 2002 Congress because the audiocassette tape containing the statements of

the FMF delegation member and Blazer was missing from CONCACAF’s archive of Executive

Committee materials.377 The Committee did find a case for what appeared to have been the

relevant audiocassette tape, but the actual tape was missing.378 Efforts to locate this missing

audiocassette tape were unsuccessful.

5.96. Counsel to the Committee spoke to multiple witnesses who were present at the

2002 Congress. Although all of them remembered the challenge posed by the FMF candidate for

369 DOC05930957, DOC01757928, DOC00525882.

370 DOC05930957, DOC01757928.

371 DOC01757928, DOC00525882.

372 DOC01757928.

373 Id.

374 DOC05930957, DOC01757928.

375 DOC05930957, DOC01757928, DOC05931288.

376 DOC05930957, DOC05931288.

377 DOC05926235.

378 One case was labeled “Concacaf 04/20/02 salon 3” another was labeled “Concacaf 04/20/02 Lowes Hotel Miami

Americana Salon 3 9am Tape #2.” The latter case was empty.

57

the CONCACAF Presidency, only one recalled that Blazer made a disclosure regarding his

compensation.379

6. Recent Statements by Chuck Blazer

5.97. Blazer declined to provide documents or meet with counsel to the Committee in

connection with this investigation.380 Nevertheless, when public allegations arose about whether

his compensation had been properly disclosed, Blazer made certain statements in response to the

media.381 In sum and substance, Blazer’s position was that the Sportvertising Contracts entitled

him to the compensation he received.382 Blazer also stated his belief that his compensation was

adequately disclosed to the CONCACAF Executive Committee and Congress through the

approved budgets and audited financial statements and that he specifically disclosed his

compensation to the Congress in 2002.383 Finally, Blazer stated that his compensation was

justified in light of his success in increasing CONCACAF’s revenues.384 When later asked by

the Executive Committee to provide copies of any compensation agreements he had entered into

with Warner, Blazer produced an unsigned draft of the 1990 Sportvertising Contract and a signed

copy of the 1994 Sportvertising Contract.385

5.98. The Committee did not identify any statements by Blazer addressing certain

questions that the Committee would have asked him, including: (i) the basis for his position that

the 1994 Sportvertising Contract remained in force despite the fact that the contract, by its own

terms, expired on July 17, 1998; and (ii) the basis for his position that the “Commissions” and

“Administration Fees” expense line items in the budgets and financial statements constituted

proper disclosure and authorization of his compensation when no information was provided to

indicate that the line items reflected the General Secretary’s compensation.

7. Recent Statements by Jack Warner

5.99. Warner was reported to have made certain public statements regarding Chuck

Blazer’s compensation. In August 2011, Warner was reported to have issued an open letter

stating:

I began to become concerned with Blazer several years ago when I

became aware of the large sums he was earning from commissions.

He refused to respond fully to my questions in regard to them. As

379 Witness Interview Memoranda.

380 See Appendix B.

381 DOC00589966, DOC00590003, DOC00510248, DOC00590672, DOC00187001.

382 DOC00589966, DOC00590003, DOC00510248.

383 DOC00589966 (With regard to his commissions, Blazer stated that “this issue was discussed in 2002 during the

full Congress session held in Miami when Dr. Edgardo Codesal ran against Jack Warner and the Mexican

Federation had requested disclosure of payments covered by the agreement. Full details were provided.”).

384 DOC00589966, DOC00590003, DOC00510248.

385 DOC00527643, DOC00591790.

58

a result, since 2004 I have refused to sign any contract with his

company Sportvertising, demanding that first he make a complete

declaration of his earnings. Up to this point in time, neither he nor

his company has any valid contract with CONCACAF.386

In June 2012, Warner was reported to have made a similar statement that clarified the

termination date of Blazer’s contract: “At the expiration of Blazer’s contract in 1998 I advised

him that I will not be renewing his contract until and unless it is reviewed and I followed this up

with a formal letter I sent to him in 2002, a copy of which letter I still have in my possession.”387

Among other requests, the Committee specifically asked Warner to produce a copy of this 2002

letter to Blazer, but Warner did not respond to this request.388

5.100. The statements by Warner identified by the Committee did not address certain

questions that the Committee would have asked him, including: (i) why Warner did not seek to

have Blazer removed from his position as General Secretary after Blazer’s contract expired and

he refused to provide an accounting of his compensation; (ii) why Warner apparently never

raised the issue of Blazer’s compensation before the Executive Committee or Congress; and (iii)

why Blazer’s compensation was not more clearly disclosed in the budgets and financial

statements.

D. Use of CONCACAF Assets by the Former General Secretary

5.101. In 2011, public allegations arose regarding potential misuse of CONCACAF

assets by the former General Secretary, including among other things, unauthorized purchases of

apartments in Miami and the improper use of the proceeds from a sponsorship contract.389

Separately, the Executive Committee identified several similar issues related to Blazer’s use of

CONCACAF assets. As a result, the Executive Committee requested that the Integrity

Committee review and determine the facts with regard to several such issues. Additionally, the

Executive Committee requested that the Committee conduct a review of the application of

CONCACAF funds over the last five years.

5.102. The Committee developed evidence on the potential misuse of CONCACAF

assets by Chuck Blazer in connection with the following issues: (i) Trump Tower apartments; (ii)

Miami apartments; (iii) Bahamas apartments; (iv) a Hummer vehicle; (v) an American Express

account; (vi) an Umbro International sponsorship contract; and (vii) insurance. The Committee’s

factual findings on these issues are set forth below.

386 Richard Conway, Jack Warner statement on Chuck Blazer - 31st August 2011, RICHARD CONWAY’S POSTEROUS

(Aug. 31, 2011), http://richardmconway.posterous.com/jack-warner-statement-on-chuck-blazer-31st-au.

387 Richard Conway, Fifa’s Chuck Blazer ‘Used Football Funds’ for New York Apartment’, BBC (June 8, 2012),

http://www.bbc.co.uk/sport/0/football/18367869 (Warner’s memory regarding the Sportvertising Contracts

continued to appear questionable as he reportedly told the BBC, “to the best of my knowledge, I signed only ONE

contract for Mr Blazer and that was in 1994 – a four-year contract.”).

388 See Appendix A.

389 See Richard Conway, Fifa’s Chuck Blazer ‘Used Football Funds’ for New York Apartment’, BBC (June 8,

2012), http://www.bbc.co.uk/sport/0/football/18367869.

59

1. Trump Tower Apartments

5.103. The evidence reviewed by the Committee establishes that, from 1996 to 2011,

CONCACAF made recurring payments for rent on three separate apartments associated with

Blazer within the Trump Tower in New York – the same building that housed the suite of offices

that served as CONCACAF’s headquarters at the time.390 For two of these apartments – which

appear to have functioned consecutively as Blazer’s residences391 – CONCACAF incurred a

portion of the rent as a business expense while the balance of the rent was covered by reductions

to the “fees payable” account in the accounting system.392 The Committee was not able to access

complete accounting records for the years prior to 1996, so the possibility exists that this practice

extended farther back in time. The Committee also found no evidence indicating that

CONCACAF’s practice of expensing a portion of the rent for these two apartments was ever

approved by, or disclosed to, the Executive Committee or the Congress.

5.104. More specifically, accounting records show that, from 1996 through 2000,

CONCACAF made rent payments in connection with apartments 64/65C of the Trump Tower,393

and from 2001 through 2011, CONCACAF made rent payments in connection with a different

apartment on the 49th floor of the Trump Tower.394 In recent years, the rent for Blazer’s 49th

floor residence was approximately $18,000 per month, of which $6,000 was incurred as a

business expense to CONCACAF while the $12,000 balance was covered by reductions to the

“fees payable” account.395 Although CONCACAF also made rent payments from 2004 to 2011

in connection with a separate, adjacent one-bedroom apartment on the 49th floor that Blazer used

as an office, these payments were entirely covered by reductions to the “fees payable”

account.396

5.105. The only explanations relayed to the Committee for CONCACAF’s practice of

having expensed a portion of the rent for Blazer’s residence were provided by the former

CONCACAF Controller, who stated that: (i) at an earlier point in time, Warner had stayed in the

apartment when he was in New York for CONCACAF business;397 and (ii) Blazer used part of

the apartment as a home office where he would sometimes work for CONCACAF.398 Another

employee recalled that, in years past, Blazer used part of the residence as a home office but later

obtained the adjacent one-bedroom apartment, which he then used as an office, because he

390 DOC05931272; Witness Interview Memoranda.

391 Witness Interview Memorandum.

392 DOC05931272.

393 DOC05931272, DOC05931007. Although unclear, it appears that these payments are associated with a 64th or

65th floor apartment in the Trump Tower. DOC05931008.

394 DOC05931272.

395 Id.

396 Id.

397 Witness Interview Memorandum.

398 Witness Interview Memorandum.

60

needed the space after his girlfriend and her children moved into his residence.399 The employee

also recalled Blazer stating that the one-bedroom apartment would give Warner a place to stay

when he was in New York for CONCACAF business.400 The Committee, however, found no

evidence to indicate that, in recent years, Warner stayed in either of the 49th floor apartments in

the Trump Tower. Multiple employees reported that Blazer often worked from the 49th floor

apartments in the morning and then would go to the CONCACAF offices on the 17th floor in the

afternoon.401 A few employees stated their belief that Blazer often worked in the office he had

set up on the 49th floor because health issues made it more comfortable for him.402

2. Miami Apartments

5.106. The evidence reviewed by the Integrity Committee establishes that Blazer used

CMTV funds to purchase two apartments at the Mondrian South Beach Hotel Residences (the

“Mondrian”) in Miami Beach, Florida in May 2010.403 The Mondrian is a waterfront luxury

hotel and residence that features a high-end restaurant, a pool with cabanas, and a substantial

lobby bar and lounge.404 The apartments – a one-bedroom apartment and an adjoining studio –

were purchased by CMTV for a combined $810,000.405 They were used primarily by Blazer and

the CONCACAF Deputy General Secretary who was responsible for marketing and sales406 –

notwithstanding the fact that this Deputy General Secretary maintained a separate apartment

elsewhere in Miami.407 Blazer purchased the apartments in the name of CMTV and in his

capacity as President of CMTV. The Committee found no evidence, however, indicating that

Blazer received authorization from the CONCACAF Executive Committee or Congress, as

required by the CONCACAF statutes, for the purchase of the Mondrian apartments.408 Further,

the Committee was unable to identify a business rationale for the purchase of the apartments. In

fact, although the Mondrian is located less than a mile from CMTV’s offices in Miami Beach,

most of the CONCACAF employees interviewed by counsel to the Committee had no

knowledge of CMTV’s ownership of these apartments.409

399 Witness Interview Memorandum.

400 Witness Interview Memorandum.

401 Witness Interview Memoranda.

402 Witness Interview Memoranda.

403 DOC00635639, DOC04823428.

404 See Mondrian South Beach Hotel Residences, Mondrian, http://www.mondrianresidences.com (last visited Apr.

17, 2013).

405 DOC04823428.

406 DOC02049230, DOC02050383, DOC00191691.

407 Witness Interview Memorandum.

408 See CONCACAF Statutes (2006), Art. 20(h).

409 Witness Interview Memoranda.

61

3. Bahamas Apartments

5.107. The evidence reviewed by the Integrity Committee shows that, in December

2007, Chuck Blazer caused CONCACAF to enter into purchase agreements for two apartments

in the Reef Residences at the Atlantis Paradise Island resort in the Bahamas (the “Atlantis”) for a

total purchase price of $4,550,000.410 The evidence further shows that Blazer then caused

CONCACAF to make a payment drawn from an account designated for FIFA FAP funds to pay

a $910,000 deposit on the purchase of these apartments.411

5.108. Blazer initially contemplated purchasing four apartments at the Atlantis and

executed four separate purchase agreements in December 2007 – two were executed by Blazer

individually and two were executed on behalf of CONCACAF by Blazer as CONCACAF’s

CEO.412 Shortly thereafter, Blazer paid a $910,000 deposit on the apartments using

CONCACAF funds.413 By late 2008, however, Blazer had not closed on any of the apartments,

and emails show that he began to have reservations about their potential to generate positive cash

flows in a rental program at the Atlantis, and more generally about the financial prudence of the

transactions.414 Despite such misgivings, at the end of 2008, Blazer transferred the expense

arising from CONCACAF’s initial $910,000 deposit in CONCACAF’s accounting system to

himself.415 He did so by debiting $910,000 from the “commissions payable” account in which

he accrued amounts that he claimed were owed to him as commissions and by crediting

$910,000 to the security trust account, which held the deposit on CONCACAF’s books.416

5.109. In January 2009, Blazer restructured the Atlantis purchase agreements so that

CONCACAF would only purchase a single apartment.417 During the restructuring, Blazer

expressed interest in potential tax benefits that might apply in connection with CONCACAF’s

purchase of the apartment. He explained to an Atlantis sales representative that CONCACAF

“may apply for [this apartment] to be tax free since we are a ‘not for profit’ Bahamian

Corporation and may get the government to waive it.”418 In February 2009, CONCACAF paid a

$497,500 deposit for the purchase of the apartment.419 Like the earlier $910,000 deposit, the

$497,500 deposit was drawn from an account designated for FIFA FAP funds. Unlike the earlier

410 DOC00633372 (the purchase price for a larger apartment was $2,860,000; the purchase price for a smaller

apartment was $1,690,000).

411 Id.

412 DOC00633372.

413 DOC05931072.

414 DOC00624716.

415 DOC05931072.

416 Id.

417 DOC00624915, DOC00624919.

418 DOC00624722.

419 DOC05931092.

62

$910,000 deposit, the $497,500 deposit was debited from the “commission payable” account in

which Blazer accrued amounts that he claimed were owed to him as commissions.420

5.110. The closing for sale of the apartment was initially scheduled to occur in New

York with Jack Warner acting as one of the signatories for CONCACAF. 421 On November 25,

2009, however, Blazer in his capacity as CONCACAF’s “CEO and General Secretary,”

informed an Atlantis sales representative that a Bahamian holding company would replace

CONCACAF as purchaser of the apartment.422 Blazer also requested a transfer of

CONCACAF’s deposit on the apartment to the holding company.423 Ultimately, the holding

company – which was associated with Blazer individually and not CONCACAF – purchased the

apartment.424

5.111. The Committee found no evidence that Blazer received authorization from the

Congress, as required by the CONCACAF Statutes, to execute the purchase agreements for the

Atlantis apartments or to use CONCACAF funds for either of the deposits paid for these

apartments, including the $910,000 deposit that was carried on CONCACAF’s books for a

year.425 Although Blazer informed an Atlantis sales representative at one point that he had “a

Board to answer to” in connection with the purchase of the apartments, the Committee also

found no evidence indicating that the matter was ever presented to the Executive Committee.426

5.112. Although CONCACAF is a Bahamian non-profit corporation with a registered

address in Nassau, Bahamas, the Committee found no evidence of a business rationale for

CONCACAF to own apartments at the Atlantis. In 2012, Blazer explained that the original

intention was for him and Warner to have neighboring units in the Atlantis. Blazer wrote:

At the end of any period, there were millions in earned and

uncollected commissions and earnings on the books of

CONCACAF accrued for my benefit and use. Even the deposits

for the units in the Bahamas were supported by funds due to me.

In the end, I was neither making a loan nor any other transaction

but ultimately used funds earned by me. Following our strange

experience with Jack in the Bahamas, during the FIFA Congress

and the Obama White House visit, it became clear that continuing

with side by side units were unwise since his stability was clearly

questionable by then. Subsequently we scaled down the purchase

420 DOC05931072, DOC05931092.

421 DOC00624642, DOC00624819.

422 DOC00624702.

423 Id.

424 DOC03465448, DOC00382575.

425 CONCACAF Statutes (2006), Art. 20(h).

426 DOC00624716.

63

with the deposit then moved to the units I purchase [sic] and

charged against my accrued earnings.427

4. Hummer

5.113. The evidence reviewed by the Integrity Committee shows that Blazer caused

CONCACAF to purchase a 2004 Hummer H2 sport utility vehicle in June 2005 for

$48,554.25.428 CONCACAF’s accounting records show that, from August 2005 through August

2008, CONCACAF paid between $600 and $660 per month to park the vehicle in a garage near

the New York office.429 In August 2008, the vehicle was driven to CONCACAF’s Miami office,

where it is still located.430

5.114. Many of the CONCACAF employees interviewed perceived the Hummer to be

Blazer’s personal vehicle and did not know that it was owned by CONCACAF.431 Indeed,

Blazer and his girlfriend – who was not a CONCACAF employee432 – were listed as the drivers

of the Hummer on CONCACAF’s automotive insurance policy.433 Some employees believed

that Blazer selected the Hummer because he wanted a spacious vehicle that would be

comfortable for him personally.434 Only one CONCACAF employee was able to recall a

specific instance in which the Hummer was used for CONCACAF business while in New

York.435 Some CONCACAF employees recalled that the Hummer was used in Miami to

transport people and equipment for CONCACAF events and meetings.436 One employee stated

that the Hummer was not well-suited for this purpose and did not believe that the vehicle’s usage

justified its cost.437 Shortly after Blazer’s departure, CONCACAF began efforts to sell the

vehicle but thus far has not been able to do so.

5. American Express Account

5.115. The evidence reviewed by the Integrity Committee shows that, from 2004 to

2011, Blazer and other senior CONCACAF employees used credit cards that were linked to

Blazer’s personal American Express account to pay more than $26 million in CONCACAF

427 DOC00382575.

428 DOC05931313.

429 DOC05931271.

430 DOC01984734; Witness Interview Memorandum.

431 Witness Interview Memoranda.

432 DOC05931270.

433 DOC05931112.

434 Witness Interview Memoranda.

435 Witness Interview Memorandum.

436 Witness Interview Memoranda.

437 Witness Interview Memorandum.

64

expenses.438 One employee believed that the reason for this practice was that, at one point,

Blazer had easier access to credit than did CONCACAF.439 Another believed that the practice

resulted from Blazer’s desire to accumulate American Express membership rewards points,

noting that Blazer encouraged the use of his credit cards for large CONCACAF expenses.440 At

the same time, Blazer also used this account to pay for personal expenses, resulting in extensive

comingling of personal charges and charges incurred on behalf of CONCACAF.441

5.116. The evidence further shows that, although CONCACAF would make regular

payments to American Express to cover the outstanding balances for this account,442 it was not

until the end of each year that Blazer would reconcile the statements for this account to

determine which charges related to his personal expenses.443 Thereafter, Blazer would debit any

personal expenses from the “commission payable” account in which he accrued amounts that he

claimed were owed to him as commissions.444 From 2004 to 2011, CONCACAF’s payments to

American Express in connection with Blazer’s account totaled over $29.5 million, and the

portion of these payments identified as Blazer’s personal expenses totaled over $3 million.445

The following chart shows total annual amounts for 2004-11 paid by CONCACAF to American

Express and the amounts that Blazer allocated to CONCACAF and himself respectively:

Year CONCACAF's Payments to

American Express

Amount Allocated as

CONCACAF Expenses

Amount Allocated as Blazer's

Personal Expenses

2004 $ 1,370,639.10 $ 1,255,226.43 $ 115,412.67

2005 3,568,914.55 3,222,263.04 346,651.51

2006 1,545,106.31 1,230,541.31 314,565.00

2007 4,703,571.81 4,430,074.46 273,497.35

2008 2,926,341.26 2,586,314.04 340,027.22

2009 5,379,462.81 4,616,553.30 762,909.51

2010 3,454,550.95 3,102,565.82 351,985.13

2011 6,562,104.38 5,967,967.41 594,136.97

Grand Total $ 29,510,691.17 $ 26,411,505.81 $ 3,099,185.36

5.117. With regard to Blazer’s reconciliation of the annual statements from American

Express, one CONCACAF employee recalled that Blazer would spend up to a month separating

out his personal expenses from CONCACAF’s business expenses and entering the latter into

QuickBooks in preparation for the audit of CONCACAF’s financial statements.446 Although

438 DOC05931260; Witness Interview Memoranda.

439 Witness Interview Memorandum.

440 Witness Interview Memorandum.

441 DOC05931260.

442 Id.

443 DOC05931261.

444 DOC05931261, DOC05931260; Witness Interview Memoranda.

445 DOC05931260.

446 Witness Interview Memorandum.

65

Blazer appears to have had no oversight in this process,447 the former CONCACAF Controller

expressed his belief that Blazer made an honest attempt to accurately separate his personal

expenses from those of CONCACAF and did not use this as opportunity to use CONCACAF

funds to pay personal expenses.448 Blazer appears to have utilized large spreadsheets to review

the thousands of expenses that had been charged to the American Express cards over the course

of each year.449 A senior CONCACAF employee who had been issued one of these credit cards

recalled that Blazer would send each of the cardholders an extract of their individual charges to

assist in the reconciliation process.450 Senior CONCACAF employees provided mixed reports as

to whether they had to provide backup documentation for the expenses they charged to this

account.451 Nonetheless, the Committee was unable to make an independent assessment of

whether the annual reconciliation practice resulted in a misuse of CONCACAF funds because

the absence of documentary support for many of the expenses charged to this account rendered

the verification of this process impossible.

6. Umbro International Sponsorship Contract

5.118. The Integrity Committee found insufficient evidence to assess the allegation that

certain funds might have been misappropriated from a sponsorship contract that CONCACAF

had with Umbro International (“Umbro”) in the 1990s.452 CONCACAF’s records show that its

relationship with Umbro ended in 1996.453 Complete accounting records predating 1996 were

not available to the Committee. The Committee found no documents that assisted in

understanding the issue and none of the witnesses indicated an awareness of any potential

misappropriation of CONCACAF funds with regard to the Umbro sponsorship arrangement.454

7. Insurance

5.119. The evidence reviewed by the Committee shows that CONCACAF provided

multiple forms of insurance coverage for Blazer at CONCACAF’s expense. CONCACAF’s

records show that its umbrella commercial property and general liability insurance policy

covered both of Blazer’s apartments on the 49th floor of Trump Tower at CONCACAF’s

expense.455 As noted previously, CONCACAF’s automotive insurance policy, which covered

the Hummer, listed Blazer and his girlfriend as the drivers of the vehicle.456 Finally, Blazer’s

447 Witness Interview Memoranda.

448 Witness Interview Memorandum.

449 DOC05931248.

450 Witness Interview Memorandum.

451 Witness Interview Memoranda.

452 See Richard Conway, Fifa’s Chuck Blazer ‘Used Football Funds’ for New York Apartment’, BBC (June 8,

2012), http://www.bbc.co.uk/sport/0/football/18367869.

453 DOC05930952.

454 Witness Interview Memoranda.

455 DOC05931024, DOC05931025.

456 DOC05931112.

66

girlfriend obtained health insurance coverage under CONCACAF’s employee health insurance

policy as of October 2008 even though she was not an employee.457

E. U.S. Tax Status of CONCACAF and CMTV

5.120. In December 2011, the Executive Committee of CONCACAF was informed that

CONCACAF and CMTV had not at any time filed income tax returns in the United States, as

required by law, and that CMTV probably had incurred U.S. federal income tax liability that had

not been addressed with the Internal Revenue Service.458 Accordingly, the Executive Committee

requested that the Integrity Committee determine the relevant facts related to these tax issues.

The Committee examined the tax issues only from the perspective of U.S. federal income tax

requirements, but recognizes the possibility that tax liabilities may exist in other jurisdictions,

including at the state and local levels in the United States and perhaps in other relevant countries.

The Committee’s findings are set forth below.

1. CONCACAF U.S. Federal Income Tax Obligations

5.121. CONCACAF was incorporated in 1994 as a non-profit company under the laws of

the Bahamas.459 Operating as a non-profit, CONCACAF qualified for tax-exempt status under

U.S. law.460 U.S. tax laws require non-profit organizations generating income in the United

States, like CONCACAF, to file income tax returns annually.461 A non-profit organization that

fails to file a federal income tax return for three consecutive years loses its tax-exempt status.462

From 2007 to 2011, CONCACAF failed to file income tax returns.463 As a result, CONCACAF

lost its tax exempt status in May 2010, and, absent retroactive reinstatement for which

application has been made, will have incurred significant U.S. federal income tax liabilities,

including interest and possibly civil, or even criminal, penalties.464

2. CMTV U.S. Federal Income Tax Liability

5.122. In 2003, CONCACAF created CONCACAF Marketing & TV, Inc. (“CMTV”), a

wholly-owned subsidiary of CONCACAF, to support CONCACAF’s marketing activities,

including the marketing of its broadcast rights.465 CMTV is a taxable corporation created under

457 DOC05931122, DOC05931270.

458 DOC01640719.

459 DOC05930810.

460 I.R.C. § 501(c)(6).

461 I.R.C. § 6033(a).

462 I.R.C. § 6033(j).

463 DOC01640719; Witness Interview Memorandum.

464 I.R.C. ch. 1, 67, 68, 75.

465 DOC05930958, DOC05930961, DOC05930962.

67

the laws of Florida.466 As such, it is required to file a U.S. federal income tax return annually

and to pay the applicable income tax.467 From its inception in 2003 to 2011, CMTV failed to file

U.S. federal income tax returns or to pay applicable income taxes.468 As a result, CMTV

incurred material U.S. federal income tax liabilities, including interest and possibly civil, or even

criminal, penalties.469

3. CMTV and Tax Withholding Issues

5.123. CMTV was created, at least in part, to address tax withholding issues in

Mexico.470 Under Mexican law, certain types of payments, including royalties associated with

sporting event broadcast rights, are subject to a withholding tax collected from the payor of the

royalty.471 The withholding rate on broadcast royalties generally is 40% if paid to a resident of a

country designated as a tax haven and 25% if paid to a resident of a country, such as the United

States, that has not been designated as a tax haven.472 However, under a bilateral tax treaty

between the United States and Mexico, the 25% withholding rate is further reduced to 10% for

qualified U.S. residents.473 Because of CONCACAF’s membership structure and its place of

incorporation, questions existed as to whether it would be treated as a qualified U.S. resident

entitled to the benefits of the treaty.474 On the other hand, a taxable U.S. subsidiary like CMTV

would be entitled to treaty benefits including the reduced withholding rates.475

5.124. In a communication in 2003, Chuck Blazer specifically stated that he wanted to

create a U.S. taxable entity to help minimize tax withholdings under Mexican law. He wrote

that, so long as the subsidiary was a “usa taxable corp., then 10% withheld in Mexico . . . if in a

haven or other, upwards of 40% withheld.”476 Blazer further explained his understanding that

the tax issue applied to certain rights sales but that certain services would not be subject to

466 Division of Corporations, Fla. Dep’t of State, http://sunbiz.org/search.html (follow “Detail by Document

Number” and enter P03000068952) (last visited Apr. 17, 2013); see also Treas. Reg. § 301.7701-2(b).

467 I.R.C. §§ 11, 6012.

468 DOC01640719; Witness Interview Memorandum. Public records show, however, that since 2004 CMTV filed

with the Florida Department of State its required annual reports. See Division of Corporations, Fla. Dep’t of State,

http://sunbiz.org/search.html (follow “Detail by Document Number” and enter P03000068952) (last visited Apr. 17,

2013).

469 I.R.C. ch. 1, 67, 68, 75.

470 DOC05931251.

471 Nicasio Del Castillo, Manual F. Solano & Terri L. Grosselin, 972-4th T.M., Business Operations in Mexico

(BNA, 2007 as supplemented) at A-70.

472 Id.

473 Id. at A-104.

474 Convention Between the Government of the United States of America and the Government of the United

Mexican States for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes

on Income, U.S.-Mex., Sept. 18, 1992, S. Treaty Doc. No. 103-7, arts. 4, 12, 17.

475 Id.

476 DOC05931245.

68

withholding.477 Blazer later informed Warner of his decision to create a taxable subsidiary in an

email dated June 6, 2003.478 Blazer told Warner that CMTV would be a “fully owned subsidiary

of CONCACAF, but a taxable entity, which will allow for favorable treatment under the tax

treaty laws with Mexico.”479

4. No Income Apportionment Agreement

5.125. Because CMTV was marketing CONCACAF’s rights, it became necessary to

apportion between CONCACAF and CMTV the income resulting from CMTV’s marketing

activities. From a U.S. tax perspective, apportionment was critical because CONCACAF

qualified for tax-exempt status and CMTV did not. Around the time that CMTV was formed in

2003, the idea of a written master services agreement between CONCACAF and CMTV was

suggested to Blazer.480 Such an agreement would have the obvious benefit of documenting

apportionment decisions to help address questions about apportionment if they were ever raised

by tax authorities. The agreement was to be written in a manner so as to minimize CMTV’s tax

liability.481

5.126. On July 11, 2003, an advisor to CONCACAF wrote to Blazer that “we should

discuss the master agreement between CONCACAF and the new co at some point because there

are tax ramifications.”482 Blazer responded, “OK.”483 Nevertheless, it appears that there were no

further discussions on the topic at that time. The issue was raised again in October 2003, when

Blazer was negotiating a new rights contract with one of CONCACAF’s most significant

broadcast partners. The same CONCACAF advisor wrote, “Is there an agreement between

CONCACAF and CONCACAF Marketing & TV setting forth the various rights M & TV has to

exploit? We don’t want any unrelated business taxable income issues or other problems.”484

Notwithstanding these discussions, no apportionment agreement was entered into between

CONCACAF and CMTV.485

5. Failure to Capture Tax Withholdings Benefits

5.127. Although CMTV was created, at least in part, to secure favorable tax withholding

treatment in Mexico, it appears that CONCACAF failed to capture such withholding benefits.

To secure the 10% withholding rate under the bilateral tax treaty between the United States and

Mexico, the recipient of the royalty payments must provide the payor with proof of having filed

477 Id.

478 DOC05931251.

479 Id.

480 Witness Interview Memoranda.

481 Witness Interview Memoranda.

482 DOC05931247.

483 Id.

484 DOC05931259.

485 Taranto Interview Memorandum.

69

U.S. tax returns, typically by providing an IRS Form 6166486 – a form certifying that the entity

claiming treaty benefits is a resident of the United States for federal tax purposes.487 This form

can generally be obtained by entities that have filed U.S. federal income tax returns.488

Notwithstanding the purpose of its formation, CMTV, which had not filed U.S. federal income

tax returns before 2013, failed to obtain an IRS Form 6166 and allowed Televisa, one of the

purchasers of CONCACAF broadcast rights in Mexico, to withhold tax on its payments to

CMTV at the otherwise applicable 25% rate, rather than the more favorable 10% treaty rate.489

A review of amounts due to CMTV and payments from Televisa shows that in 2010 and 2011

alone, CONCACAF (through CMTV) lost the benefit of approximately $262,500 in additional

income because it did not obtain an IRS Form 6166 and did not qualify for the reduced rate of

tax withholding in Mexico.490

6. Preparation of a Tax Return for CMTV

5.128. Blazer recognized that there was a potential tax liability within CONCACAF. On

multiple occasions, he participated in discussions about the need to file a U.S. federal income tax

return.491 On more than one occasion, the former CONCACAF Controller approached Blazer

about filing a federal income tax return for CMTV.492 On one of those occasions, the former

CONCACAF Controller prepared a draft return to discuss with Blazer.493 On each occasion,

Blazer directed him not to file a federal income tax return for CMTV and informed him that

Blazer would take care of the matter.494

7. Executive Committee Meetings and Congresses

5.129. The existence of an unaddressed tax issue and potential tax liability for CMTV

was reported to the CONCACAF Executive Committee and the Congress in the form of a tax

reserve in the financial statements for the years 2004-05 through 2010. The notes to the financial

statements explained that “[t]he Confederation is registered as a Non-Profit organization

however it has been considered prudent to set aside a reserve for taxation which may arise on the

486 See generally Del Castillo, Solano & Grosselin, supra n.471, at A-99, B-2909.

487 See Form 6166 - Certification of U.S. Tax Residency, U.S. Internal Revenue Service (Nov. 5, 2012),

http://www.irs.gov/Individuals/International-Taxpayers/Form-6166---Certification-of-U.S.-Tax-Residency;

Instructions for IRS Form 8802, U.S. Internal Revenue Service (Oct. 2012), http://www.irs.gov/instructions/

i8802/ch01.html.

488 See Form 6166 - Certification of U.S. Tax Residency, U.S. Internal Revenue Service (Nov. 5, 2012),

http://www.irs.gov/Individuals/International-Taxpayers/Form-6166---Certification-of-U.S.-Tax-Residency;

Instructions for IRS Form 8802, U.S. Internal Revenue Service (Oct. 2012), http://www.irs.gov/instructions/

i8802/ch01.html.

489 DOC05931301.

490 Id.

491 Witness Interview Memoranda.

492 Witness Interview Memorandum.

493 Witness Interview Memorandum.

494 Witness Interview Memorandum.

70

profits of its Marketing Division.”495 A review of Executive Committee and Congress meeting

materials, including minutes, written submissions, financial statements, budgets, and audio and

video recordings, together with interviews of relevant witnesses, revealed no meaningful

discussion of the tax issue in either the Executive Committee or the Congress.496

F. Financial Statements and Audit Process

5.130. During the 21 years that Jack Warner and Chuck Blazer led CONCACAF, they

presented financial statements either biennially or annually to the Executive Committee and the

Congress, and they represented that the financial statements had been prepared and presented in

accordance with objective international accounting standards and were subject to external audits

conducted in accordance with objective international auditing standards.497 The Integrity

Committee was charged with reaching factual findings and conclusions regarding the

completeness and accuracy of CONCACAF’s financial statements and audits for the years 2006

to 2011. Because the financial statements build on one another over time, such findings and

conclusions require an understanding of how CONCACAF handled financial reporting and

auditing in years prior to 2006. The Committee’s factual findings are set forth below.

1. Frequency of Financial Disclosures

5.131. From 1992 until 2006, CONCACAF’s financial statements were issued based on

a two-year cycle.498 This was done for two reasons: (i) the financial statements were prepared

for the Congress, which until 2006, met once every two years;499 and (ii) the Gold Cup –

CONCACAF’s premier event and primary revenue generator – occurred once every two years,

resulting in financial performance that was perhaps more useful to view in two-year

increments.500 In 2006, the Congress began meeting annually,501 and for 2006, CONCACAF

deviated from the practice of issuing financial statements based on a two-year cycle and issued

annual financial statements.502 CONCACAF returned to the practice of reporting based on a

two-year cycle for 2006-07,503 but then CONCACAF issued annual financial statements for 2008

and continued that practice for the ensuing years.504

495 DOC05930897, DOC05930903, DOC05930914, DOC05930918, DOC05930922, DOC05930927.

496 Witness Interview Memoranda.

497 DOC05930824, DOC05930832, DOC05930848, DOC05930876, DOC05930885, DOC05930888,

DOC05930897, DOC05930903, DOC05930914, DOC05930918, DOC05930922, DOC05930927.

498 DOC05930824, DOC05930832, DOC05930848, DOC05930876, DOC05930885, DOC05930888,

DOC05930897.

499 DOC05930832, DOC05930885.

500 DOC05930832, DOC05930885.

501 DOC05930899.

502 DOC05930903.

503 DOC05930914.

504 DOC05930918, DOC05930922.

71

5.132. Because the Executive Committee typically met at least twice per year, interim

financial statements were often provided at those meetings at which formal financial statements

were not provided.505 At times, compiling the financial statements was a last minute activity,506

and for some meetings, financial statements were simply not available.507 On at least one

occasion, a member of the Executive Committee complained “that the financial statements were

always late” and asked Blazer “to explain what was the problem for the delay.”508 Blazer

blamed a busy schedule for the delay.509

2. Finance and Accounting Function

5.133. CONCACAF’s financial statements were prepared, in part, from records and

information that were kept by the finance and accounting department of the organization. The

department was based in CONCACAF’s New York office and handled the financial and

accounting matters arising from the activities of employees based in the New York and Miami

offices.510 The department was not formally organized, and in recent years consisted of three

people.511 Chuck Blazer himself acted as the Chief Financial Officer and Treasurer of

CONCACAF.512 He was personally involved in virtually all decision making regarding

CONCACAF financial matters, including the negotiation of broadcast and sponsorship contracts,

the disposition of CONCACAF assets, and annual reporting of CONCACAF’s financial position,

results of operations, and statement of cash flows.513 As CONCACAF grew, Blazer continued to

involve himself directly in even the most minor of CONCACAF’s financial affairs, including

personally reviewing and approving business expenses for various CONCACAF employees.514

Blazer was knowledgeable about accounting matters and working with accounting software.515

5.134. In 1995, Blazer hired an employee to serve as Controller of CONCACAF.516 The

Controller had extensive experience managing the books of other companies, but had no formal

training as an accountant.517 He remained employed by CONCACAF after Blazer’s departure,

505 DOC05930838, DOC05930842, DOC05930857, DOC05930865, DOC05930873; Witness Interview

Memorandum.

506 DOC05930857; Witness Interview Memorandum.

507 DOC01692592.

508 DOC05930845.

509 Id.

510 Witness Interview Memoranda.

511 Witness Interview Memoranda.

512 Witness Interview Memoranda.

513 Witness Interview Memoranda; DOC00635634, DOC05931050.

514 Witness Interview Memoranda.

515 Witness Interview Memoranda. One employee stated that Blazer was a CPA, but the Integrity Committee was

unable to confirm this from any other source. Witness Interview Memorandum.

516 Witness Interview Memorandum.

517 Witness Interview Memorandum.

72

but has since retired.518 During the later years of his employment, the Controller was plagued by

persistent health issues, including issues that at times prevented him from properly performing

his duties during the workday.519 In 2007, CONCACAF hired a second employee to work in the

finance and accounting department.520 She had some experience as a bookkeeper and some

familiarity working with accounting software, but had no formal training as an accountant.521

5.135. At least since 1995, CONCACAF accounted for financial transactions using

QuickBooks software.522 CONCACAF upgraded to a new version of QuickBooks at the

beginning of 2004.523 As a general matter, the finance and accounting department was clearly

understaffed during recent years given the growth and increasing complexity of CONCACAF’s

business.524 There were no written accounting procedures and few, if any, formal accounting

controls within CONCACAF to ensure the proper collection of revenues and disposition of

CONCACAF assets and to ensure the accuracy and completeness of CONCACAF’s accounting

records.525 Bank reconciliations were often late, payroll checks had errors, support was not

required for business expenses, and reimbursement requests were submitted without a

breakdown of expenses.526 CONCACAF employees frequently accessed the accounting system

by using logins of other users and passwords were shared.527 There was no segregation of

accounting responsibilities. Blazer had administrative access rights to the accounting system,

and at the same time, he frequently made entries in the system either by using his personal login

or by using the administrator login.528 Based on the information gathered, the Committee

believes that serious deficiencies in the accounting function existed for many years at

CONCACAF. These deficiencies derived from a lack of appropriate internal accounting

controls, insufficient resources, and a lack of employees with sufficient training and experience.

5.136. Accounting for CONCACAF operations in Trinidad and Tobago, including the

President’s Office and the COE, was controlled personally by Jack Warner.529 Warner had a

small accounting staff in the President’s Office that reportedly handled a variety of matters

simultaneously, including accounting for the financial affairs of CONCACAF and the CFU, as

well as those of Warner’s personal businesses and his political activities.530 Warner was assisted

518 Witness Interview Memorandum.

519 Witness Interview Memoranda.

520 Witness Interview Memorandum.

521 Witness Interview Memorandum.

522 Witness Interview Memoranda.

523 Witness Interview Memoranda.

524 Witness Interview Memorandum.

525 Witness Interview Memoranda; DOC05931173.

526 Witness Interview Memoranda.

527 Witness Interview Memoranda; DOC05931173.

528 Witness Interview Memoranda.

529 DOC00382575, DOC01718090; Witness Interview Memorandum.

530 Witness Interview Memorandum.

73

by Kenny Rampersad who operated an accounting and auditing firm, Kenny Rampersad & Co.,

Ltd., that was separately located in Port of Spain.531 As discussed in more detail below,

Rampersad was the auditor for CONCACAF and the CFU, and was also accountant for

CONCACAF and the COE and was involved in Warner’s personal businesses.532 A separate

accounting staff operated at the COE and kept records of the financial activities at that

location.533 The Committee was unable to review accounting records from the operations in

Trinidad and Tobago because, as previously discussed, Warner and Rampersad did not assist the

Committee in its investigation and because, according to Warner, he destroyed CONCACAF’s

records after he stepped down as President.534

3. Preparing the Financial Statements

5.137. Preparation of the financial statements followed a routine.535 The former

CONCACAF Controller and Blazer would prepare relevant accounting information for the New

York and Miami operations, oftentimes working late hours for a full week preparing the

necessary information.536 Kenny Rampersad would travel to New York with certain financial

information for the CONCACAF operations in Trinidad and Tobago, usually a total expense

number, and perhaps some other figures such as depreciation of fixed assets, without detailed

income or expense information.537 Blazer and Rampersad would combine all of the numbers

into an electronic spreadsheet that was used as a worksheet to finalize the reported figures.538

Metadata indicates that Blazer was the author of the consolidating spreadsheets that were

identified by the Committee.539 Blazer and Rampersad would then work together to finalize the

numbers reported in the financial statements, often in consultation with the CONCACAF

Controller.540 The numbers were often incomplete, or at first pass did not reconcile, and could

take up to a week or more for Blazer and Rampersad to finalize.541 Emails confirm that Blazer

and Rampersad were working together on the financial statements.542 The CONCACAF

Controller would draft a template for the financial statements and they would all agree on the

531 DOC00924536; Witness Interview Memoranda.

532 DOC05930822, DOC04825020, DOC04825028, DOC05930890; Witness Interview Memoranda.

533 Witness Interview Memoranda.

534 See supra paragraphs 4.8 (Warner), 4.16 (Rampersad).

535 Witness Interview Memoranda.

536 Witness Interview Memoranda.

537 DOC00382575.

538 DOC05930893, DOC05930894, DOC05930895, DOC05930896, DOC04704570; Witness Interview

Memorandum.

539 DOC00876538.

540 Witness Interview Memorandum.

541 Witness Interview Memorandum.

542 DOC04698799, DOC04704570, DOC04704811, DOC00922431, DOC03660299, DOC03660335,

DOC03519281, DOC03660372, DOC03660375, DOC01692592, DOC04732359, DOC05930892; Witness

Interview Memorandum.

74

final numbers.543 Nevertheless, Rampersad had control over anything related to operations in

Trinidad and Tobago.544 The final financial statements ultimately would be approved by

Blazer.545

4. Disclosures in the Financial Statements

5.138. The financial statements on their face do not appear to be carefully prepared and

contain some obvious mistakes. For example, one audit letter mistakenly references accounting

standards instead of audit standards.546 Notes exist that are not properly referenced in the

financials or contain text that is in the wrong place.547 One set of financial statements is

incorrectly dated.548 In form, the financial statements changed very little over time. The

following subsections describe how certain matters were reported in the financial statements.

a. The Centre of Excellence

5.139. From the inception of the Centre of Excellence in 1996, the financial statements

consistently reflected CONCACAF’s investment in the COE as an asset of CONCACAF. In the

1996-97 and 1998-99 financial statements, CONCACAF’s interest in the COE was specifically

described as “construction in progress” on the balance sheet and assigned book values in the

millions of dollars.549 Starting with the 2000-01 financial statements, after the COE’s official

opening, CONCACAF’s interest in the COE was described as “freehold property,”550 a

significant misrepresentation by management that was repeatedly validated by the auditor.

CONCACAF also applied an annual rate of depreciation of 2% to the COE to achieve a net book

value for the asset.551 The following chart reflects the manner in which CONCACAF’s

investment in the COE was described and valued in CONCACAF’s financial statements:

543 Witness Interview Memorandum.

544 Witness Interview Memorandum.

545 Witness Interview Memorandum.

546 DOC05930914 (the audit letter accompanying the 2006-07 financials state that they were “audit[ed] in

accordance with International Standards of Accounting” – audits are not properly conducted by accounting

standards).

547 DOC05930832, DOC05930876.

548 DOC05930848.

549 DOC05930848, DOC05930876.

550 DOC05930885.

551 DOC05930885, DOC05930903, DOC05930914, DOC05930918, DOC05930922, DOC05930927,

DOC04742156, DOC03660372.

75

Centre of Excellence As Reflected

on the CONCACAF Balance Sheets552

Years Classification/Description Cost Net Book Value

1996-97 Fixed Asset, Construction in Progress $7.6 million $7.6 million

1998-99 Fixed Asset, Construction in Progress $17.3 million $17.3 million

2000-01 Fixed Asset, Freehold Property $18.4 million $17.7 million

2002-03 Fixed Asset, Freehold Property $18.8 million $17.5 million

2004-05 Fixed Asset, Freehold Property $20.6 million $17.7 million

2006 Fixed Asset, Freehold Property $20.6 million $17.3 million

2006-07 Fixed Asset, Freehold Property $20.6 million $16.9 million

2008 Fixed Asset, Freehold Property $20.6 million $16.5 million

2009 Fixed Asset, Freehold Property $20.6 million $16.1 million

2010 Fixed Asset, Freehold Property $21.3 million $16.4 million

b. Operations at the Regional Offices and the COE

5.140. Over time, income and expenses from operations at the President’s Office in

Trinidad and Tobago, the CONCACAF office in Guatemala, and the COE were treated

inconsistently within the financial statements. In the financial statements for 1992-93 through

1996-97, expenses for the President’s Office and the Guatemala office were consolidated in the

financial statements for all of CONCACAF.553 Operations for the COE first appeared in the

1996-97 financial statements. At the time, COE operations were accounted for as an

extraordinary expense item because the COE operations had not been included in the 1996-97

budget and because “[t]he income generated has been less than the expenses incurred.”554 COE

operations were recorded as a single expense, with no itemized income or expenses reported.555

In the interim financial statements in 1998, operations at the COE, like operations at the

President’s Office in Trinidad and Tobago and the Guatemala office, were not consolidated with

the financial information reported for the operations based in the United States, and instead were

accounted for separately.556 A separate report on the COE, including COE-specific financial

statements, was presented to the Executive Committee in 1998 providing a breakout of financial

activity at the COE, including separate revenue and expense items for the swimming pool, the

stadium, the residence hall, and the indoor facility at the COE.557 The balance sheet for the COE

in the 1998 report listed total assets of almost $10 million, including $1,217,347 in cash on

hand.558 After 1998, itemized accounting for the COE completely disappeared from the

552 DOC05930848, DOC05930876, DOC05930885, DOC05930888, DOC05930897, DOC05930903,

DOC05930914, DOC05930918, DOC05930922, DOC05930927.

553 DOC05930865.

554 DOC05930848.

555 Id.

556 DOC05930865.

557 DOC05930858.

558 Id.

76

CONCACAF financial statements.559 Although separate reports on operations at the COE were

provided to the Executive Committee in some years, the reports were limited to describing

programs and activities at the COE without addressing financial matters.560 The Committee

found no evidence that any report similar to the 1998 report was presented to the Executive

Committee at any time other than in 1998, and the Committee found no evidence of accounting

for the disposal of any of the COE assets listed on the balance sheet in the 1998 report, including

the cash on hand.

5.141. In the 1998-99 financial statements, income and expenses from operations at the

COE, and from operations at the President’s Office in Trinidad and Tobago and the

CONCACAF office in Guatemala, were consolidated with reporting for CONCACAF’s other

operations and were embedded within the income and expense items for other CONCACAF

operations.561 This rendered it impossible to separate financial information for the COE or the

other offices. In May 1999, interim financial statements presented to the Executive Committee

accounted for the operations at the COE, the President’s Office, and the Guatemala office as

single overall expense items with no itemized accounting for income and expenses.562 Later that

same year, at an Executive Committee meeting in December, interim statements were presented

that again had income and expense items for the COE embedded in the items reported for

CONCACAF’s overall operations.563 In the 2000-01 financial statements, operations at the

COE, the President’s Office, and the Guatemala office were again carried as single expense

items with no itemized accounting for income or expenses associated with those operations.564

In the financial statements for 2002-03 through 2010, operations at the COE were reported as a

single expense item, separate from operations at the President’s office and the Guatemala office,

which together were collapsed into a single expense item described as “Regional Offices.”565

Itemized accounting of income or expenses associated with those offices was not provided in any

of these years.566 The result of such incomplete accounting was to obscure the financial

activities at these CONCACAF operations and to deprive anyone reviewing the financial

statements – including the Executive Committee, the Congress, and the Integrity Committee – of

any visibility into CONCACAF’s financial activities outside of the United States.

559 DOC05930876, DOC05930885, DOC05930903, DOC05930914, DOC05930918, DOC05930922,

DOC05930927.

560 DOC05930866, DOC05930874, DOC05930879, DOC01758255, DOC05930883. DOC05930876,

DOC01758249.

561 DOC05930876, DOC01758249.

562 DOC05930865.

563 DOC05930873.

564 DOC05930885.

565 DOC05930888, DOC05930897, DOC05930903, DOC05930914, DOC05930918, DOC05930922,

DOC05930927.

566 DOC05930888, DOC05930897, DOC05930903, DOC05930914, DOC05930918, DOC05930922,

DOC05930927.

77

c. Mortgage Loans and the COE

5.142. As previously explained, the 1998-99 and 2000-01 financial statements included

disclosures of mortgage loans related to the construction of the Centre of Excellence.567

Specifically, the 1998-99 financial statements reported in the notes that a $10.5 million longterm

debt line item included a $3 million loan from First Citizens.568 The note states that this

particular loan “was obtained for the construction of the Dr. Joao Havelange Centre of

Excellence. It is secured by a partial mortgage over the facilities of the Dr. Joao Havelange

Centre of Excellence and bears interest at the rate of 10% per annum.”569

5.143. The 2000-01 financial statements reported in the notes that an $8.1 million longterm

debt line item included a loan from First Citizens.570 Although the note included the same

loan description as the note within the 1998-99 financial statements, it omitted mention of the

amount of the loan, or any balance due.571 The disclosure was insufficient to provide an

understanding of the components of this debt and balance due to First Citizens. Separate

accounting records show that the balance due on the loan at the end of the 2001 was $5.6

million.572

5.144. The subsequent 2002-03 financial statements reflect that CONCACAF’s longterm

debt had been reduced to zero. They contained no explanation regarding how the long-term

debt, including the loan to First Citizens, was repaid.573

5.145. As already explained, Warner also caused CONCACAF to be a party to a 2007

mortgage loan. This mortgage loan is never disclosed in CONCACAF’s financial statements.

Although records show that by September 2007 as much as $1,640,000 had been disbursed by

First Citizens in connection with this mortgage loan,574 the cost basis for the COE on the 2007,

2008, and 2009 financial statements remained the same for all three years, suggesting that

additional funds had not been expended on the COE during that period.575

d. CMTV

5.146. CMTV was formed as a wholly-owned subsidiary of CONCACAF in 2003. The

financial activity of CMTV was fully consolidated in the overall financial statements for

CONCACAF. Notwithstanding CMTV’s status as a separate corporation, it was referred to in

567 See supra paragraph 5.38.

568 DOC05930876.

569 Id.

570 DOC05930885.

571 Id.

572 DOC05931264.

573 DOC05930888.

574 DOC05930944.

575 DOC05930914, DOC05930918, DOC05930922.

78

the financial statements as the “Marketing Division” of CONCACAF.576 Income generated by

CMTV was not separately reported in the financial statements, and although in each year

CONCACAF included a category of “Marketing” expenses in the schedule of itemized expenses,

it is not clear whether these expense items accounted for all of CMTV’s expenses and whether

they included expenses from other CONCACAF operations.

e. Compensation Paid to the Former General Secretary

5.147. CONCACAF’s various financial statements from 1992-93 to 2010 each contained

expense line items that reflected accrued compensation to be paid to Chuck Blazer, although

such line items were never specifically designated as such. In the financial statements for 1992-

93, Blazer’s accrued compensation was reported under separate line items described as

“Commissions” and “Administration Fees” under a category for “Administrative and General”

expenses.577 In the financial statements from 1994-95 through 2004-05, Blazer’s accrued

compensation was reported again in separate line items for “Commissions” and “Administration

fees” but the line items were segregated under separate expense categories for “Marketing” and

“Administrative & General” expenses, respectively.578 In the financial statements covering 2006

to 2010, Blazer’s accrued compensation was reported in separate line items for “Commissions &

Fees” and “Administration fees,” but the line items were segregated under separate expense

categories for “Marketing, Sales and Public Relations” and “Administrative & General”

expenses, respectively.579 None of these financial statements contained any information

specifically designating these expense line items as related party transactions.580 Each of these

financial statements also reported employee compensation as separate expense line items labeled

as “Salaries and employee benefits” or “Salaries and staff benefits,” often split up as multiple

line items under categories for “Administrative & General,” “Marketing,” and “Member

Services” expenses.581 Employee compensation expenses reported in such line items grew from

a total of approximately $137,000 in 1991582 to a total of approximately $4 million in 2010.583

f. Potential Tax Liabilities

5.148. The existence of a potential and growing tax liability was reported in the

CONCACAF financial statements beginning with the 2004-05 financial statements.584 A

576 DOC05930903, DOC05930914, DOC05930918, DOC05930922, DOC05930927.

577 DOC05930824.

578 DOC05930832, DOC05930848, DOC05930876, DOC05930885, DOC05930888, DOC05930897.

579 DOC05930914, DOC05930918, DOC05930922, DOC05930927.

580 DOC05930824, DOC05930832, DOC05930848, DOC05930876, DOC05930885, DOC05930888,

DOC05930897, DOC05930903, DOC05930914, DOC05930918, DOC05930922, DOC05930927.

581 DOC05930832, DOC05930848, DOC05930876, DOC05930885, DOC05930888, DOC05930897,

DOC05930914, DOC05930918, DOC05930922, DOC05930927, DOC05930824.

582 DOC05930824.

583 DOC05930927.

584 DOC05930897.

79

“Reserve for Taxation” first appeared on the balance sheet in CONCACAF’s 2004-05 financial

statements.585 A note addressed the tax reserve, explaining “The Confederation is registered as a

Non-Profit organization however it has been considered prudent to set aside a reserve for

taxation which may arise on the profits of its Marketing Division.”586 The amount of the tax

reserve at the end of 2005 was calculated to be $703,908.587 Thereafter, subsequent financial

statements reflected a steadily increasing tax reserve as follows:588

Year Increase in Tax Reserve Total Tax Reserve

2005 $703,908

2006 $594,166 $1,298,074

2007 $344,373 $1,642,447

2008 $49,336 $1,691,783

2009 $528,022 $2,219,805

2010 $271,429 $2,491,234

g. Related Party Transactions

5.149. CONCACAF’s financial statements from 1992-93 through 2010 provided no

indication that any of the financial activity that was reported within the financial statements

comprised transactions with a related party.

5. Method of Accounting

5.150. The financial statements were presented using a hybrid of cash-basis and accrualbasis

accounting.589 CONCACAF operations based in the New York headquarters and CMTV

operations based in the Miami were accounted for on an accrual basis.590 Operations in Trinidad

and Tobago, including the COE and the President’s Office, and operations in the Guatemala

office were accounted for on a cash basis as a single expense item with no itemized income or

expenses.591

585 Id.

586 Id. This note was carried in each of the subsequent financial statements through the 2010 Financial Statements.

DOC05930914, DOC05930918, DOC05930922, DOC05930927.

587 DOC05930897. In an accompanying budget for the two-year period ending December 31, 2007, the “Reserve for

Taxation” was expected to increase by only $100,000 signifying a slow-down in the accumulation of tax liability.

DOC00555006.

588 DOC05930903, DOC05930914, DOC05930918, DOC05930922, DOC05930927.

589 DOC04732359; Witness Interview Memorandum.

590 DOC04732359.

591 Id.

80

6. Accounting and Auditing Standards

5.151. The CONCACAF financial statements, from at least 1992-93 through 2010, were

presented as audited financial statements.592 Included in each set of financial statements, except

for the financial statements for 1994-95, was an audit opinion letter from Kenny Rampersad &

Co. providing an unqualified opinion as to the quality of the financial reporting in the financial

statements.593 The 1994-95 financial statements simply included a cover memorandum from

Blazer, indicating, among other things, that the financial statements were “Audited Financial

Statements.”594 The audit opinion letters stated that the 1996-97 through 2010 financial

statements were prepared and audited pursuant to objective professional standards.595 The

following chart presents the accounting and auditing standards referenced by Kenny Rampersad

& Co. in the audit opinion letters:

Year(s) Accounting Standards Auditing Standards

1992-93 “Approved Accounting Standards” “Approved Auditing Standards”

1994-95 Not stated Not stated

1996-97 “approved auditing practices” “approved auditing practices”

1998-99 “international accounting standards” “international standards on auditing”

2000-01 “international accounting standards” “international standards on auditing”

2002-03 “international accounting standards” “international standards on auditing”

2004-05 “International Financial Reporting Standards” “international standards on auditing”

2006 “International Financial Reporting Standards” “international standards on auditing”

2006-07 “International Financial Reporting Standards” “International Standards of Accounting”

2008 “International Financial Reporting Standards” “International Standards of Auditing”

2009 “International Financial Reporting Standards” “International Standards of Auditing”

2010 “International Financial Reporting Standards” “International Standards of Auditing”

5.152. “International Accounting Standards” (“IAS”) is a set of standards providing

guidance on how particular types of transactions and other events should be reported in financial

statements. IAS was issued prior to 2001 by the International Accounting Standards Committee

(the “IASC”). In 2001, the IASC was reorganized and became the International Accounting

Standards Board (the “IASB”) and began issuing “International Financial Reporting Standards”

(“IFRS”). Nevertheless, at its formation, the IASB stated that it would adopt IAS, and continue

to designate it as such, but that any new standards would be published as IFRS. IAS requires,

among other things, that “an entity’s financial statements contain the disclosures necessary to

draw attention to the possibility that its financial position and profit or loss may have been

592 DOC05930824, DOC05930832, DOC05930848, DOC05930876, DOC05930885, DOC05930888,

DOC05930897, DOC05930903, DOC05930914, DOC05930918, DOC05930922, DOC05930927.

593 DOC05930824, DOC05930848, DOC05930876, DOC05930885, DOC05930888, DOC05930897,

DOC05930903, DOC05930914, DOC05930918, DOC05930922, DOC05930927, DOC05930832.

594 DOC05930832.

595 DOC05930848, DOC05930876, DOC05930885, DOC05930888, DOC05930897, DOC05930903,

DOC05930914, DOC05930918, DOC05930922, DOC05930927.

81

affected by the existence of related parties and by transactions . . . with such parties.”596 IAS

further requires that “if an entity has had related party transactions during the periods covered by

the financial statements, it shall disclose the nature of the related party relationship as well as

information about those transactions . . . necessary for users to understand the potential effect of

the relationship on the financial statements.”597 IAS defines a “related party” to include “a

member of the key management personnel of the reporting entity or of a parent of the reporting

entity.”598

5.153. “International Standards on Auditing” (“ISA”) is a set of professional standards

for the performance of a financial audit, issued by the International Auditing and Assurance

Standards Board (the “IAASB”) of the International Federation of Accountants (the “IFAC”).

ISA is subject to the Code of Ethics issued by the IFAC’s International Ethics Standards Board

for Accountants.599 The Code of Ethics and ISA unequivocally state that independence is an

ethical requirement for an auditor.600 ISA also requires an auditor, among other things, to

exercise professional judgment and to use professional skepticism in planning and performing an

audit,601 and it requires an auditor to base an opinion on sufficient audit evidence.602

“Professional judgment” is defined in ISA as “[t]he application of relevant training, knowledge

and experience, within the context provided by auditing, accounting and ethical standards, in

making informed decisions about the courses of action that are appropriate in the circumstances

of the audit engagement.”603 “Professional skepticism” is defined in ISA as “[a]n attitude that

includes a questioning mind, being alert to conditions which may indicate possible misstatement

due to error or fraud, and a critical assessment of audit evidence.”604 “Audit evidence” is defined

in ISA as the “[i]nformation used by the auditor in arriving at the conclusions on which the

auditor’s opinion is based.”605 ISA also requires an auditor to identify and assess the risks of

material misstatement in the financial statements through understanding the entity and its

596 IAS 24, para. 1 (2009), available at http://eifrs.ifrs.org/eifrs/bnstandards/en/2012/ias24.pdf.

597 Id. para. 18.

598 Id. para. 9(a)(iii).

599 ISA 200, para. 14(2009), available at http://www.ifac.org/publications-resources/2012-handbook-internationalquality-

control-auditing-review-other-assurance-a (“The auditor shall comply with relevant ethical requirements,

including those pertaining to independence, relating to financial statement audit engagements.”).

600 Id.; IESBA Code of Ethics § 290.4, available at http://www.ifac.org/sites/default/files/publications/files/2012-

IESBA-Handbook.pdf (“In the case of audit engagements, it is in the public interest and, therefore, required by this

Code, that members of audit teams, firms and network firms shall be independent of audit clients.”).

601 ISA 200, paras. 15 (“The auditor shall plan and perform an audit with professional skepticism recognizing that

circumstances may exist that cause the financial statements to be materially misstated.”), 16 (“The auditor shall

exercise professional judgment in planning and performing an audit of financial statements.”).

602 Id. para. 17 (“[T]he auditor shall obtain sufficient appropriate audit evidence to reduce audit risk to an acceptably

low level and thereby enable the auditor to draw reasonable conclusions on which to base the auditor’s opinion.”).

603 Id. para. 13(k).

604 Id. para. 13(l).

605 ISA 500, para. 5(c).

82

environment, including the entity’s internal controls.606 Aside from ISA, the Committee and its

advisors were not aware of any other auditing standards that might apply to the CONCACAF

audits at issue that resembled language used by the auditor to identify auditing standards in the

audit opinion letters.

7. Auditor Independence

5.154. A review of the evidence showed that the auditor used by CONCACAF – Kenny

Rampersad & Co. – was not independent and in fact possessed clear conflicts of interest. For

example, Kenny Rampersad himself was personally involved in Jack Warner’s businesses. As

discussed above, in public filings related to a loan in 1998 secured by a mortgage interest in the

Centre of Excellence property, Rampersad signed a mortgage deed as Secretary to Renraw

Investments Limited (“Renraw”) and as Secretary to CCAM and Company Limited (“CCAM”),

both companies owned by Warner.607 Rampersad did so notwithstanding the fact that, as

reported in public filings, other individuals served as Secretary to those companies.608 Even

more significant is the fact that the mortgage deed signed by Rampersad shows that the COE

property is owned by Renraw and CCAM, but the CONCACAF financial statements audited by

Rampersad that cover this period report the COE property as a CONCACAF asset.609 Also,

letters obtained from public filings in Trinidad and Tobago from 2001 indicate that Kenny

Rampersad & Co. was authorized to represent both Renraw and CCAM before the Trinidad and

Tobago Registrar of Companies.610

5.155. Rampersad acted at times as an accountant for CONCACAF itself. For example,

in a 1996 architect’s report, issued in connection with the development of the Centre of

Excellence, Kenny Rampersad and Kenny Rampersad & Co. are listed as accountants for the

CONCACAF Centre of Excellence.611 In 1997, Rampersad authored a letter on behalf of the

CONCACAF Centre of Excellence to UBS, copied to Warner and Blazer, in connection with a

$6 million loan UBS was extending to CONCACAF for construction of the Centre of

Excellence.612 In 1998, an employee of Kenny Rampersad & Co. was listed as the author of a set

of financial statements for the COE and was identified as “Project Accountant” for the COE.613

In 2009, Rampersad contacted the CONCACAF Controller on behalf of the COE and the

President’s Office in Trinidad and Tobago to find out if the monthly transfer of funds had been

606 ISA 315. This ISA is effective for audits of financial statements on or after December 15, 2009. A similar ISA

exists for the period prior to December 15, 2009.

607 DOC05930822, DOC05930823.

608 DOC05930822, DOC05930823.

609 DOC05930876.

610 DOC05930822, DOC05930823.

611 DOC04825020.

612 DOC04825028.

613 DOC05930858; Witness Interview Memorandum.

83

sent.614 Rampersad also acted as an accountant for CONCACAF when he assisted in preparing

the very financial statements that he would audit.615

5.156. Rampersad acted at times as Blazer’s personal accountant. In 2009, when Blazer

was closing on the purchase of the apartments at the Atlantis in the Bahamas, the bank providing

mortgage financing to Blazer requested that he submit a letter, on his accountant’s letterhead,

detailing his assets.616 Rampersad provided such a letter, on his firm’s letterhead, identifying

Blazer as his client.617 In connection with the same transaction, Rampersad had earlier provided

a letter on behalf of Blazer to the same bank identifying CONCACAF as his firm’s client and

summarizing Blazer’s income from CONCACAF for the last five years.618

8. Auditing Process

5.157. Emails indicate that it was important to Warner and Blazer that the CONCACAF

financial statements be presented as “audited.”619 Ultimately, the financial statements were

always presented as such. Nevertheless, the Integrity Committee found no evidence to indicate

that the financial statements were in fact audited, although the Committee was unable to acquire

the work papers of the auditor. To the contrary, CONCACAF employees with knowledge of the

process of compiling the financial statements were not able to identify activities that had been

conducted that one would normally associate with an audit: there had been no testing or

sampling of transactions, no collection of contracts, no review of bank reconciliations or wire

transfer records, and no risk assessment procedures related to accounting controls.620 The

employees described the activities of the auditor in a manner more consistent with bookkeeping

than audit work.621

9. Presentation of Financial Statements

5.158. Warner and Blazer typically presented the financial statements to the Executive

Committee for approval before they were presented to the Congress. The Committee reviewed

the minutes from 12 pre-Congress Executive Committee meetings, as well as the audio and video

recordings of five of these meetings.622 The presentation of the financial statements was one of

the first agenda items for each of these meetings. At two of these meetings, the financial

614 DOC00924536.

615 DOC04698799, DOC04704570, DOC04704811, DOC00922431, DOC03660299, DOC03660335,

DOC03519281, DOC03660372, DOC03660375, DOC01692592.

616 DOC00607703.

617 Id.

618 DOC00624828, DOC00607703.

619 DOC00576202.

620 Witness Interview Memoranda.

621 Witness Interview Memoranda.

622 DOC05931276, DOC05931278, DOC05931280, DOC05931283, DOC05931285, DOC05931287,

DOC05931289, DOC05931291, DOC05931293, DOC05931295, DOC05931297, DOC05931298.

84

statements were not ultimately presented for the Executive Committee’s review because the audit

had not yet been completed.623 When presentations were made, they varied in length and

substance. The financial statements were always presented as audited. Based on a review of the

audio and video recordings of the meetings available to the Committee, when the audited

financial statements were presented, the presentations lasted around five or six minutes.624 On

one occasion, Warner simply took a few seconds to note that he considered the financial

statements to have been reviewed, asked if there were any questions, and then promptly moved

on to the next agenda item without the presentation of any details.625 Although Warner

frequently asked if the Executive Committee members had any questions about the financial

statements, the members typically did not ask any such questions. The Committee took note of

only three Executive Committee meetings during which specific queries about the financials

were made.626

5.159. Warner and Blazer would also often present interim financial statements to the

Executive Committee at meetings which did not precede a Congress. These statements were not

represented as audited. The Committee reviewed the minutes from 22 such Executive

Committee meetings, as well as the audio and video recordings of five of these meetings. At

four of these meetings, the interim financial statements were not prepared in time for the meeting

and the discussion was either postponed or a verbal presentation of the financials was given to

the Executive Committee. When Blazer did conduct presentations of the interim financial

statements, they varied in length and substance. On one occasion, the discussion of the interim

financial statements lasted four minutes, during which time Blazer described the balance sheet in

general terms and spoke briefly about the overall position of the organization.627 During this

meeting, Warner mentioned that he did not want Blazer to go into any more explanation than

necessary and that he did not know why Blazer felt he needed to go into so much detail, noting

that his competence was trusted.628 Nonetheless, in these meetings Warner frequently asked if

the Executive Committee members had any questions when interim financial statements were

presented.

5.160. Warner and Blazer presented the financial statements at each of the Congresses.629

The Committee reviewed the minutes from 13 Congresses, as well as the audio and video

recordings of seven of these meetings. At two of these Congresses, the audited financial

statements were accepted as presented without any discussion.630 Any presentations of the

financial statements made by Blazer were brief, lasting from approximately one to five

623 DOC05931289, DOC05931297.

624 DOC05931287, DOC05931291.

625 DOC05931285, DOC05926240.

626 DOC05931278, DOC05931280, DOC05931282.

627 ID05926253.

628 Id.

629 DOC05931275, DOC05931277, DOC05931320, DOC05931281, DOC05931284, DOC05931286,

DOC05931287, DOC05931290, DOC05931292, DOC05931294, DOC05931296, DOC05931299, DOC05931300.

630 DOC05931292, DOC05931281.

85

minutes.631 Blazer typically presented an overview of the financial statements and highlighted

the positive aspects of CONCACAF’s financial health in general terms, often with a focus on

revenues related to marketing and sponsorship deals. Members of the Congress typically did not

ask questions regarding the financials and only at three Congresses were any questions reflected

in the record.632

10. CONCACAF Seeks an Independent Accountant for the COE

5.161. Concerns about the lack of independence of CONCACAF’s outside auditor,

Kenny Rampersad & Co., were raised in a meeting of the CONCACAF Executive Committee in

December 1996.633 At that meeting, an Executive Committee member pointed out that there was

a problem with Kenny Rampersad & Co. serving as accountants for the Centre of Excellence

project while at the same time serving as CONCACAF’s auditor.634 Blazer responded, in the

presence of Warner, saying that “a separate review of the funds for the [COE] will have to be

done by someone else locally; however, Rampersad & Co. will do the overall audit [for

CONCACAF] since they are independent from [the COE].”635

5.162. In August 1997, Warner sent a memorandum to the same Executive Committee

member attaching a written profile of an audit and accounting firm based in Trinidad and

Tobago.636 In the memo, Warner wrote that the firm “had been appointed to audit the

expenditure at the CONCACAF Centre of Excellence” and that the appointment took effect on

July 1, 1997.637 During the course of the investigation, counsel to the Integrity Committee

interviewed the principal accountant of the firm identified in Warner’s memo. The principal

accountant’s signature appears on the written firm profile that Warner sent to the Executive

Committee member.638 The principal accountant stated that he had never been retained to work

as an accountant for the COE, but recalled that Kenny Rampersad had come to see him at one

point to talk about doing some accounting work for the COE.639 The principal accountant said

that he did not agree to perform any accounting work for the COE, Rampersad, or Warner, and

that he has never done any such work.640 The principal accountant also stated his belief that he

may have provided the written profile of his firm to Rampersad at their meeting solely for

631 DOC05931286, DOC05931287, DOC05931290, DOC05931292, DOC05931294, DOC05931296,

DOC05931299, DOC05931300.

632 DOC05931277, DOC05931279, DOC05931286.

633 DOC05930838.

634 Id.

635 Id.

636 DOC04825025.

637 Id.

638 Witness Interview Memorandum.

639 Witness Interview Memorandum.

640 Witness Interview Memorandum.

86

marketing purposes.641 The Committee found no evidence indicating that the principal

accountant has ever done work for CONCACAF.

5.163. The Committee found evidence indicating that Kenny Rampersad & Co.

continued to work as accountants for the COE after 1997, notwithstanding the stated concerns in

the Executive Committee about the firm’s lack of independence. As previously discussed, a

detailed report on the COE, including COE-specific financial statements, was presented to the

Executive Committee in 1998.642 The report was prepared by a certain individual who was

identified in the report as the “Project Accountant.”643 During the course of the investigation,

counsel to the Committee spoke to the project accountant, and he stated, among other things, that

from 1993 to 2008, he worked as an accountant for Kenny Rampersad.644

5.164. In 2008, Blazer and Warner discussed the issue of Rampersad’s independence in

an email exchange.645 Blazer expressed concern about maintaining the appearance of

Rampersad’s independence because CONCACAF was “now using [Rampersad] to make filings

with FIFA.”646 Blazer reminded Warner that, years before, an Executive Committee member

had taken issue with the fact that Rampersad “had a function at the [Centre of Excellence] and

was also auditing [CONCACAF’s financial] statements.”647 Blazer recounted that the issue had

been addressed simply by not including the COE in CONCACAF’s financial statements “and

just reporting expenditure from HQ and the amortization [sic, depreciation] as the only items

included in the Statements.”648

641 Witness Interview Memorandum.

642 DOC05930858.

643 Id.

644 Witness Interview Memorandum.

645 DOC00576202.

646 Id.

647 Id.

648 Id.

87

VI. APPLICABLE STANDARDS

6.1. In addition to making findings of fact, the Integrity Committee sought to

determine whether the prior management of CONCACAF, in the performance of its duties, may

have violated the law in any relevant jurisdiction or may have violated the CONCACAF Statutes

or the FIFA Code of Ethics (the “FIFA Ethics Code”). The Committee focused in particular on

whether Warner or Blazer may have committed fraud against CONCACAF or FIFA, or

misappropriated funds or other assets from CONCACAF, and on whether Warner or Blazer

committed tax crimes or exposed CONCACAF to criminal or civil liability under the tax laws of

the United States. The Committee also considered whether Warner or Blazer breached fiduciary

duties owed to CONCACAF and whether they violated the CONCACAF Statutes or the FIFA

Ethics Code. The Committee was not in a position to apply the more stringent tests of proof that

would apply to a case in a court of law and hesitates to make dogmatic statements as to the guilt

of any person. In that regard, further investigation would be required. The Committee measured

the conduct of Warner and Blazer against the standards set out below.

A. Fraud

6.2. Fraud constitutes a criminal offense in most, if not all, jurisdictions,649 and it is

also an actionable civil violation.650 Because there are a number of potentially relevant

jurisdictions in this matter, including New York (the former location of CONCACAF

headquarters), Florida (the location of CMTV), the Bahamas (CONCACAF is a Bahamian nonprofit

corporation), Trinidad and Tobago (the location of the Centre of Excellence and the

President’s Office), and Switzerland (the location of FIFA headquarters), the Committee

employed a broad, general definition of “fraud” that captures conduct prohibited by law in most,

if not all, jurisdictions.

6.3. For purposes of this investigation, the Committee’s definition of fraud includes, at

a minimum, the following basic elements: (i) obtaining any kind of property; (ii) by means of

dishonest conduct, including false pretenses, misrepresentations, or false promises; (iii) with

intent to deceive and permanently deprive another person of the property.

B. Misappropriation

6.4. Misappropriation of property constitutes a criminal offense in most, if not all

jurisdictions. It is also an actionable civil violation. Individuals who misappropriate property

with which they are specifically entrusted are frequently said to have engaged in embezzlement.

For purposes of this investigation, the Committee used the following definition for

misappropriation: (i) converting the property of another person to one’s own use while in lawful

649 See, e.g., Model Penal Code § 223.3 (theft by deception); 18 U.S.C. § 1341 (2012) (U.S. federal mail fraud

statute); 18 U.S.C. § 1343 (U.S. federal wire fraud statute); Bahamas Penal Code 17, 58, 59 (2001).

650 See Derry v. Peek, (1889) L.R. 14 App. Cas. 337 (the tort of fraud or deceit in English law requires, not merely a

showing that a statement made was unreasonable, but a showing that the defendant made a statement knowing it was

not true, had no belief in its truth, or was reckless with regard to the truth).

88

possession; (ii) with intent to defraud. In many jurisdictions, fraud and misappropriation as

defined above are subsumed in different categories under the general rubric of “theft.”

C. U.S. Federal Income Tax Laws

6.5. As discussed previously, U.S. tax laws require non-profit organizations generating

income in the U.S. to file income tax returns annually.651 A non-profit organization that fails to

file a federal income tax return for three consecutive years loses its tax-exempt status.652 In

addition, a corporation created under the laws of a U.S. state is a taxable entity and is obligated,

among other things, to file an annual income tax return and pay income tax.653

6.6. Conduct that violates federal tax laws in the United States is subject to civil

penalties, and in certain cases, can constitute a criminal offense. For example, an attempt to

evade or defeat a federal tax is a felony offense.654 The willful failure to pay a tax, file a return,

keep records, or supply information to the Internal Revenue Service is a misdemeanor offense.655

D. Fiduciary Duties

6.7. Although the particulars of the duties owed by directors and officers may vary

among jurisdictions, there are two overarching duties that directors and officers in any

jurisdiction owe to their company. First, underpinned by the principles of negligence, directors

and officers owe duties of care, skill, and diligence to their company, often referred to

collectively as the “duty of care.” The duty of care generally means that directors and officers

must act in good faith, with the care of a prudent person, and in the best interests of their

company.656 Second, as an outgrowth of equity, directors and officers owe to their company a

“duty of loyalty.” The duty of loyalty generally means that directors and officers must refrain

from self-dealing, usurping the company’s opportunities, and receiving improper personal

benefits.657 This duty prohibits directors and officers from putting themselves in a position in

651 I.R.C. § 6033(a).

652 I.R.C. § 6033(j).

653 I.R.C. §§ 11, 6012; Treas. Reg. § 301.7701-2(b).

654 I.R.C. § 7201.

655 I.R.C. § 7203.

656 John F. Olson, et al., Director & Officer Liability: Indemnification and Insurance § 13:4 (2012) (“Nonprofit

directors are generally held to an ordinary corporate standard of care, rather than the higher standard pertaining to

trustees, and the requirement of such standard that they act with the prudence of an ordinary person in like position

under similar circumstances is a pragmatic recognition of the limitations on diligence imposed by part-time,

volunteer service.”); see also ABA, Guidebook for Directors of Nonprofit Corporations 19 (2d ed. 2002) (“The duty

of care calls upon a director to act in a reasonable and informed manner when participating in the board’s decisions

and its oversight of the corporation’s management. The duty of care requires that first, a director be informed; and

second, a director discharge his duties in good faith, with the care that an ordinarily prudent person in a like position

would reasonably believe appropriate under similar circumstances.”).

657 Olson, supra n.656 § 1:9 (“One recent formulation of the duty of loyalty was expressed as follows: ‘the duty of

loyalty is transgressed when a corporate fiduciary, whether director, officer or controlling shareholder, uses his or

her corporate office . . . to promote, advance or effectuate a transaction between the corporation and such person (or

an entity in which the fiduciary has a substantial economic interest, directly or indirectly) and that transaction is not

89

which their personal interests may conflict with their duties to the company, or in which they

make a secret profit. Indeed, since 2009, the FIFA Ethics Code has expressly recognized that

CONCACAF officials owe fiduciary duties to CONCACAF: “While performing their duties,

officials shall recognise their fiduciary duty, especially to FIFA [and] the confederations . . . .”658

In U.S. jurisdictions, the duty of care and the duty of loyalty are frequently referred to together as

“fiduciary duties.” In many common law jurisdictions, the term “fiduciary duties” is intended to

embrace principally the duty of loyalty, and the duty of care is considered a separate concept.

For purposes of this report, the Committee refers to the duty of care and the duty of loyalty

together and separately as “fiduciary duties.”

6.8. In many jurisdictions, directors and officers who breach their fiduciary duties to a

company may be subject to civil liability. The “business judgment rule,” however, exists to

protect from civil liability directors and officers who make decisions on an informed basis, in

good faith, and in the honest belief that they acted in the best interests of their company.659 The

business judgment rule may not apply to the conduct of directors of a non-profit organization

with the same force as it does to the directors of a for-profit corporation.660

E. The CONCACAF Statutes

6.9. The CONCACAF Statutes assign certain duties to the Congress and the Executive

Committee as bodies and to the President of the Executive Committee and the General Secretary

individually.661 As CONCACAF’s highest ranking official, the President is responsible for,

among other things, representing CONCACAF and presiding over meetings of both the Congress

substantively fair to the corporation. Essentially, the duty of loyalty mandates that the best interest of the

corporation and its shareholders takes precedence over any interest possessed by a director, officer or controlling

shareholder . . . .’” (quoting Growe v. Bedard, No. Civ. 03-198-B-S, 2004 WL 2677216 (D. Me. Nov. 23, 2004)));

id. § 13:3 (“The corporate fiduciary’s duty of loyalty to his company is no less applicable to nonprofit directors and

officers than to business company officials.”); see also ABA, supra n.656, at 29 (“The duty of loyalty requires

directors to exercise their powers in good faith and in the best interests of the corporation, rather [than] in their own

interests or in the interests of another entity or person . . . . The basic legal principle to be observed here is a

negative one: The director shall not use a corporate position for individual personal advantage. The duty of loyalty

primarily relates to: conflicts of interest; corporate opportunity; and confidentiality.”).

658 FIFA Ethics Code (2009), Art. 9; see also FIFA Ethics Code (2012), Art. 15.

659 ABA, supra n.656, at 28 (“Even where a corporate action has proven to be unwise or unsuccessful, a director will

generally be protected from liability arising therefrom if he or she acted in good faith and in a manner reasonably

believed to be in the corporation’s best interest, and with independent and informed judgment.”).

660 Daniel L. Kurtz, Board Liability: Guide for Nonprofit Directors 49-50 (1988) (The business judgment rule “is

intended to afford directors total protection from liability for business judgments so long as the judgment is

plausibly rational, involves no conflicting interest, and the director has acted in a manner that he believes reasonably

is informed . . . . While the business judgment rule limits inquiry into decisions of business directors, the nonprofit

context does not afford the same inherent safeguards of the decision-making process business corporations enjoy.

For nonprofit organizations, directors’ legal accountability, not market forces, is the principal line of defense against

director failure . . . . There are few cases which appear to invoke the rule for nonprofits.”).

661 CONCACAF Statutes (2006), Arts. 20, 28, 29, 38, 39; CONCACAF Statutes (1994), Arts. 20, 28, 29, 38, 39;

CONCACAF Statutes (1992), Arts. 20, 28, 29, 38, 39.

90

and the Executive Committee.662 The General Secretary is responsible for the daily

administration of CONCACAF and is expressly assigned, among other things, the duty “[t]o

attend CONCACAF’s financial matters”663 including “the management of CONCACAF’s

properties.”664 Certain financial matters, however, require the approval of the Congress which

alone holds the authority “to approve loans”665 and “[t]o authorize the purchase, alienation or

mortgage of real estate in an amount exceeding one hundred thousand dollars.”666 The

CONCACAF Statutes empower the organization “to enforce CONCACAF’s Statutes.”667

F. The FIFA Ethics Code

6.10. The provisions of the FIFA Ethics Code, by their terms, govern the conduct of

CONCACAF officials, including the President of the Executive Committee and the General

Secretary.668 Since 2006, the CONCACAF Statutes have explicitly listed, among the objectives

of the organization, “[t]o ensure that the bodies and Officials of CONCACAF and its Members

observe the statutes, regulations, directives, decisions and Code of Ethics of FIFA in their

activities.”669 Jack Warner and Chuck Blazer were each subject to the provisions of the FIFA

Ethics Code in both their roles as CONCACAF officials and as long-standing members of the

FIFA Executive Committee.670 Blazer remains a FIFA official, and as such, is still subject to the

FIFA Ethics Code.

6.11. The FIFA Ethics Code has evolved over time since the first version of the code

was adopted in October 2004, but generally it has consistently required officials in the

administration of football, including CONCACAF officials, to act ethically,671 with complete

662 CONCACAF Statutes (2006), Art. 29; CONCACAF Statutes (1994), Art. 29; CONCACAF Statutes (1992), Art.

29.

663 CONCACAF Statutes (2006), Art. 39(d); CONCACAF Statutes (1994), Art. 39(d); CONCACAF Statutes

(1992), Art. 39(d).

664 CONCACAF Statutes (2006), Art. 38; CONCACAF Statutes (1994), Art. 38; CONCACAF Statutes (1992), Art.

38.

665 CONCACAF Statutes (2006), Art. 20(g); CONCACAF Statutes (1994), Art. 20(g); CONCACAF Statutes

(1992), Art. 20(g).

666 CONCACAF Statutes (2006), Art. 20(h); CONCACAF Statutes (1994), Art. 20(h); CONCACAF Statutes

(1992), Art. 20(h).

667 CONCACAF Statutes (2006), Art. 2(3); see also CONCACAF Statutes (2006), Art. 28(a); CONCACAF Statutes

(1994), Art. 28(a); CONCACAF Statutes (1992), Art. 28(a).

668 FIFA Ethics Code (2012), Art. 1; FIFA Ethics Code (2009), Art. 1; FIFA Ethics Code (2006), Arts. 1, 2; FIFA

Ethics Code (2004), Art. 2.

669 CONCACAF Statutes (2006), Art. 2(7).

670 DOC05930814.

671 FIFA Ethics Code (2012), Art. 13(3) (“Persons bound by this Code shall show commitment to an ethical attitude.

They shall behave in a dignified manner and act with complete credibility and integrity.”); FIFA Ethics Code

(2009), Art. 3(2) (“Officials shall show commitment to an ethical attitude while performing their duties . . . . They

shall behave and act with complete credibility and integrity.”).

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honesty and integrity,672 with loyalty to their confederation or other governing body,673 and to

refrain from engaging in self-dealing and corruption.674 More specifically, the code prohibits

officials bound by it, which includes CONCACAF officials, from acting on behalf of

CONCACAF while possessing an actual or potential conflict of interest,675 and requires officials

to report conflicts of interest.676 The code also expressly prohibits officials from accepting

commissions for negotiating any deal in the course of performing their duties, unless permission

is expressly obtained by the relevant governing body.677 And, the code requires officials to

report violations of its provisions.678

672 FIFA Ethics Code (2006), Art. 4 (Representational Duties) (“Officials shall represent . . . the confederations . . .

honestly, worthily, respectably and with integrity.”).

673 FIFA Ethics Code (2012), Art. 15 (“Persons bound by this Code shall have a fiduciary duty to FIFA, the

confederations, associations, leagues, or clubs.”); FIFA Ethics Code (2009), Art. 9 (“While performing their duties,

officials shall recognise their fiduciary duty, especially to FIFA, the confederations, associations, leagues and

clubs.”); FIFA Ethics Code (2006), Art. 10 (“While performing their duties, officials shall remain absolutely loyal,

especially to . . . the confederations . . . .”).

674 FIFA Ethics Code (2012), Art. 13(4) (“Persons bound by this Code may not abuse their position in any way,

especially to take advantage of their position for private aims or gains.”); FIFA Ethics Code (2009), Art. 3(3)

(“Officials may not abuse their position as part of their function in any way, especially to take advantage of their

function for private aims or gains.”); FIFA Ethics Code (2006), Art. 3 (Basic Rules) (same).

675 FIFA Ethics Code (2012), Art. 19(2) (“Persons bound by this Code shall avoid any situation that could lead to

conflicts of interest. Conflicts of interest arise if persons bound by this Code have, or appear to have, private or

personal interests that detract from their ability to perform their duties with integrity in an independent and

purposeful manner. Private or personal interests include gaining any possible advantage for the person bound by

this Code themselves . . . .”); id. Art. 19(3) (“Persons bound by this Code may not perform their duties in cases with

an existing or potential conflict of interest.”); FIFA Ethics Code (2009), Art. 5(2) (Conflicts of interest) (“While

performing their duties, officials shall avoid any situation that could lead to conflicts of interest. Conflicts of

interest arise if officials have, or appear to have, private or personal interests that detract from their ability to

perform their duties as officials with integrity in an independent and purposeful manner. Private or personal

interests include gaining any possible advantage for himself . . . .”); id. Art. 5(3) (“Officials may not perform their

duties in cases with an existing or potential conflict of interest.”); FIFA Ethics Code (2006), Art. 8 (Ties or conflicts

of interest) (“While fulfilling their task, officials shall avoid any situation that could lead to conflicts of interest.

Conflicts of interest arise if officials have, or appear to have, private or personal interests that detract from their

ability to carry out their obligations as officials with integrity in an independent and purposeful manner. Private or

personal interests include gaining any possible advantage for himself . . . .”); id. Art. 14 (“Officials may not perform

their tasks in cases with an existing or potential conflict of interest.”).

676 FIFA Ethics Code (2012), Art. 19(3) (“Any [conflict of interest] shall be immediately disclosed and notified to

the organisation for which the person bound by this Code performs his duties.”); FIFA Ethics Code (2009), Art. 5(3)

(“Any [conflict of interest] shall be immediately disclosed and notified to the organisation for which the official

performs his duties.”).

677 FIFA Ethics Code (2012), Art. 22 (“Persons bound by this Code are forbidden from accepting commission or

promises of such commission for themselves or intermediaries and related parties . . . for negotiating deals of any

kind while performing their duties, unless the applicable body has expressly permitted them to do so.”); FIFA Ethics

Code (2009), Art. 12 (“Officials are forbidden from accepting commission or promises of such commission for

negotiating deals of any kind while performing their duties, unless the presiding body has expressly permitted them

to do so.”); FIFA Ethics Code (2006), Art. 13 (same).

678 FIFA Ethics Code (2012), Art. 18 (“Persons bound by this Code shall immediately report any potential breach of

this Code to the secretariat of the investigatory chamber of the Ethics Committee”); FIFA Ethics Code (2009), Art.

14 (“Officials shall report any evidence of violations of conduct to the FIFA Secretary General, who shall report it to

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VII. CONCLUSIONS

7.1. The record leaves no doubt that Jack Warner and Chuck Blazer did much to

promote and develop the sport of football both in the CONCACAF region and globally over a

period of more than two decades. Each man deserves considerable credit for his contributions to

the advancement of football. Nevertheless, it is equally apparent that Warner and Blazer,

together and individually, used their official positions to promote their own self-interests, and

frequently acted with disregard for the interests of the CONCACAF member associations and

with disdain for the rules that governed their conduct. Furthermore, it is apparent that Warner

and Blazer each was aware of the risk of potential misconduct posed by the other and was most

capable of holding the other accountable; but neither did so, at least in part, to preserve the

unfettered freedom to act in his own self-interest. This mutual lack of accountability enabled

Warner and Blazer to coexist in unity for many years until May 2011, when Blazer disrupted the

balance by reporting Warner to FIFA for ethics violations related to Mohamed bin Hammam’s

campaign for President of FIFA.

7.2. After a thorough and careful review of available evidence, the Integrity

Committee concludes that the evidence supports certain findings with regard to the specific

issues that the Committee has been asked to investigate.

A. The Centre of Excellence and CONCACAF Operations in Trinidad and Tobago

7.3. The Integrity Committee concludes that the evidence reviewed, on the balance of

probabilities, supports the following findings with regard to the development of the Centre of

Excellence and CONCACAF operations in Trinidad and Tobago:

• Warner Committed Fraud Against CONCACAF and FIFA

• Warner Committed Fraud and Misappropriated Funds from FFA

• Warner and Blazer Breached Their Fiduciary Duties to CONCACAF

• Warner and Blazer Violated the CONCACAF Statutes

• Warner Violated the FIFA Ethics Code

1. Warner Committed Fraud Against CONCACAF and FIFA

7.4. The evidence reviewed by the Integrity Committee establishes that Jack Warner

committed fraud against CONCACAF and FIFA in connection with the ownership and

development of the Centre of Excellence. Warner committed fraud in two ways. First, Warner

secured funds from CONCACAF and FIFA by falsely representing, and intentionally creating a

false impression, that the COE was owned by CONCACAF when he knew that the property was

in fact owned by his own companies. Second, Warner induced FIFA to transfer funds that were

intended for development of the COE to himself personally by falsely representing that the bank

accounts to which FIFA should send the funds were CONCACAF accounts when he knew that

in fact he controlled them personally.

the competent body.”); FIFA Ethics Code (2006), Art. 16 (Duty of disclosure and reporting) (”Officials shall report

any sign of violations of conduct as prescribed in this Code.”).

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7.5. CONCACAF and FIFA were both victims of Warner’s fraud. Warner’s conduct

was primarily directed at securing funds and a loan guarantee from FIFA, and Warner succeeded

in obtaining such funds and guarantee through fraud. Warner’s fraudulent conduct also deprived

CONCACAF of the financial assistance that FIFA provided to the organization with the

intention of supporting CONCACAF’s efforts to develop football in the region. Allocation of

these funds to the COE required CONCACAF’s approval, which Warner obtained through fraud.

CONCACAF was also fraudulently induced to undertake obligations to repay funds that Warner

obtained for the COE in the form of loans to CONCACAF. In the end, as a result of his

fraudulent conduct, Warner divested CONCACAF and FIFA of approximately $26 million, and

Warner obtained title to the COE property, which rightfully belongs to CONCACAF.

a. False Statements to CONCACAF Regarding the COE

7.6. A review of public records in Trinidad and Tobago clearly establishes that, from

1996 to 1998, companies controlled by Warner purchased the parcels of land on which the COE

was developed and that Warner’s companies still hold title to the properties. Nevertheless,

Warner consistently and falsely reported to the CONCACAF Executive Committee and the

Congress in the CONCACAF financial statements that the COE was a CONCACAF asset worth

many millions of dollars. For the last ten years and more, Warner participated in presenting

financial statements to the Executive Committee and Congress that described the COE on the

CONCACAF balance sheet as “freehold property,” an unequivocal statement of land ownership

by CONCACAF that is clearly false. At the same time, Warner consistently and fraudulently

sought authorization from the Executive Committee to invest funds obtained from FIFA for

development of the COE.

7.7. Warner acted in other ways to create a false impression within CONCACAF that

the COE was owned by CONCACAF, while at the same time, he sought to persuade

CONCACAF to allocate funds to the development of the COE. For example, when Warner

obtained initial approval for the development of the COE in 1995, he informed the Executive

Committee that the COE was intended to “help raise the quality of CONCACAF soccer.”

Warner said nothing of the fact that he would own the land on which the COE was developed.

The approval resulted in an initial commitment from CONCACAF of $7.5 million that was

eventually funded through a loan provided by FIFA and a portion of a loan to CONCACAF

guaranteed by FIFA.

7.8. Warner presided over the CONCACAF Congress in 1996 when Chuck Blazer

informed the delegates that “[FIFA’s] support for the Centre of Excellence will enable

CONCACAF to have an ongoing facility for coaching and player development.” At the same

Congress, João Havelange, the President of FIFA, congratulated Warner “for his vision in

building the CONCACAF Centre of Excellence in Trinidad.” Warner said nothing of the fact

that, less than a month earlier, his company had obtained title to land on which the COE would

be developed. During that year, FIFA transferred $3,950,000 to CONCACAF for development

of the COE.

7.9. Warner created a false impression within CONCACAF through representations he

made related to the purchase of Parcel 3 of the COE land. In a written report dated April 7,

1999, the Executive Committee was informed of the purchase of Parcel 3 using CONCACAF

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funds. The report described the parcel as the “recently acquired property,” but the Executive

Committee was not informed that title to the property was put in the name of Warner’s company.

7.10. Warner made an obviously false statement regarding COE ownership at a meeting

of the Executive Committee in July 2001. After giving an encouraging report on increased use

of the COE facility, Warner stated “we shall, of course, ultimately become proud owners.” The

statement clearly was intended to reinforce the false impression held by Executive Committee

members that the COE land was owned by CONCACAF. Indeed, over many years, Warner

repeatedly presented progress reports on the development of the COE to the Executive

Committee, and he presided over CONCACAF Executive Committee meetings during which the

COE was discussed on at least 27 occasions. At no time did the discussions include an

indication that Warner owned the property.

7.11. Warner concealed his fraud through further misrepresentations. As discussed in

more detail below, Warner consistently represented to the Executive Committee and the

Congress that the CONCACAF financial statements were subject to independent audits, when he

knew that they were not. In reality, Warner and Blazer had arranged for the audits to be

conducted by Kenny Rampersad, an accountant who clearly lacked the independence to conduct

a proper audit and did not engage in activities one would associate with an audit. When

questions arose in the Executive Committee about Rampersad’s ability to serve simultaneously

as CONCACAF’s auditor and as the COE’s accountant, Warner falsely represented to an

Executive Committee member that he had hired a separate accountant for the COE, when no

such accountant had been hired, and then Warner continued to use Rampersad as the COE

accountant and concealed that fact from the Executive Committee. Furthermore,

notwithstanding the fact that the issue of Rampersad’s independence was squarely raised in the

Executive Committee, Warner never disclosed the myriad ways that Rampersad’s independence

was compromised as a result of his extensive relationships with Warner and Blazer. The value

of these misrepresentations to Warner’s fraud scheme is obvious: Had a proper independent audit

of CONCACAF’s financial statements been conducted, the true ownership of the COE would

have been revealed, and Warner’s fraud would have been exposed, ending his ability to raise

further funds from CONCACAF and FIFA.

b. Misleading Statements to FIFA Regarding the COE

7.12. Warner actively misled FIFA regarding ownership of the COE. For example, on

October 3, 1998, Warner sent a letter to the FIFA Head of Finance in which he clearly created

the false impression that the COE was a CONCACAF asset while at the same time he sought

additional funds for the COE. The letter was authored by Warner in his capacity as

CONCACAF President, was drafted on CONCACAF letterhead, and was copied to Blazer as

“CONCACAF Secretariat.” In the letter, Warner acknowledged that funds provided would be

conditioned on “CONCACAF, through its President . . . continu[ing] to send [FIFA] up-todate

[sic] reports on the schedule of works taking place at the facility.” Warner ended by thanking the

FIFA Head of Finance for FIFA’s “assistance given to this Confederation.” Warner made no

mention of the fact that he owned the land on which the COE was being developed. Thereafter,

between December 1998 and June 1999, FIFA sent CONCACAF an additional $6 million for the

development of the COE. During the same time period, Warner sent at least two additional

letters to the FIFA Head of Finance updating him on the progress of the COE. Warner sent those

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letters on CONCACAF letterhead and in his capacity as President of CONCACAF, but again he

did not disclose his ownership interest in the COE.

7.13. Warner created a false impression within FIFA through representations he made

related to the purchase of Parcel 3 of the COE land. In a letter, dated January 19, 1999, Warner

updated the FIFA Head of Finance on how CONCACAF had spent funds recently provided by

FIFA. Warner stated that CONCACAF had spent $640,000 on the purchase of Parcel 3. The

letter obviously suggested that the land had been acquired by CONCACAF, but Warner never

disclosed that his company had purchased the land. Warner also appears to have provided false

information to FIFA about CONCACAF’s expenditure on Parcel 3. A Memorandum of Transfer

for Parcel 3, obtained from the Registrar of Companies in Trinidad and Tobago, shows that

Warner’s company Renraw paid only TT$2,450,250 (approximately $392,775) for the property,

almost $250,000 less than the $640,000 purchase price Warner reported to FIFA.

7.14. FIFA later made it clear that it was acting under a false impression with regard to

the ownership of the COE property when it required CONCACAF to represent, in connection

with CONCACAF’s request for continued funding from FIFA, that it had not “encumbered the

real estate in any way.” The Committee found no evidence indicating that Warner ever corrected

FIFA’s false impression by disclosing his ownership of the COE. Indeed, FIFA informed the

Committee that, based on its review of records and files, it had determined that “FIFA was never

aware that the Centre of Excellence would not be owned by CONCACAF.”

c. False Statements to FIFA Related to Bank Accounts

7.15. Warner made false statements to induce FIFA to send funds to bank accounts that

he controlled personally when FIFA clearly believed that the funds were being transferred to

CONCACAF accounts for the development of the COE. In 1998, when Warner secured a $6

million loan from FIFA on behalf of CONCACAF, he sent to FIFA a letter provided to him by

First Citizens Bank Limited (“First Citizens”) in Trinidad and Tobago identifying a U.S. dollar

savings account “IN NAME OF CONFEDERATION OF NORTH, CENTRAL AMERICAN &

CARIBBEAN ASSOCIATION.” Warner stated that he was sending the account number to

FIFA in response to FIFA’s request for “CONCACAF . . . to submit an account number where

the money is to be transferred.” Warner requested that FIFA transfer the loan proceeds to the

account. The funds were subsequently sent. Evidence obtained by the Integrity Committee

indicates that, more recently, the same bank account was listed under the name “Dr. Joao

Havelange Centre of Excellence,” the same name as the partnership in Trinidad and Tobago,

comprised among Warner and his companies, that he previously registered in the name

“C.O.N.C.A.C.A.F. Centre of Excellence.” The clear implication is that Warner directed FIFA

to send funds intended for CONCACAF to an account he controlled personally.

7.16. In 2001, Warner made a similar misrepresentation to FIFA. On that occasion,

Warner wrote to the FIFA Head of Finance, asking him to send $5 million to an account at First

Citizens in Trinidad and Tobago. Warner wrote the letter on CONCACAF letterhead and in his

capacity as President of CONCACAF, and stated that the funds would be used to repay the bank

for “monies advanced from that Bank for operations and development of our Centre of

Excellence.” The funds were subsequently provided to CONCACAF and were offset against

CONCACAF’s 2003-06 FAP funds. Evidence obtained by the Integrity Committee indicates

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that the account holder of the account Warner provided to FIFA was “Austin Jack Warner” and

not CONCACAF. As a result of these misrepresentations, the evidence shows that Warner was

able to secure for himself approximately $11 million FIFA was led to believe it had sent to

CONCACAF.

7.17. The Integrity Committee unfortunately did not hear from Warner on these issues

because Warner declined to meet or provide information to the Committee. Warner did,

however, explain his position on ownership of the COE in a 2012 meeting with the current

CONCACAF General Secretary. Warner claimed that former FIFA President João Havelange

gifted the COE to Warner’s family and to the CFU. In conducting its investigation, the

Committee considered the merits of this claim and ultimately concluded that it could not be

credited because the Committee found no evidence to support it. In fact, no witness interviewed

had even heard Warner raise such a claim until after the COE ownership became a public

controversy and the media sought an explanation. Furthermore, the claim that Havelange gave

the COE as a gift in part to Warner’s family simply does not make sense because the

development of the sport of football would in no way be served by giving the COE – a football

and sports complex that was built with the obvious intention of serving as a regional facility – to

a private family. Moreover, Havelange would not have had authority to provide such a gift to a

private family using FIFA funds. Although such a gift might make more sense if given to the

CFU, the evidence indicates that the COE was always considered to be a property of

CONCACAF and not of the CFU. In fact, the evidence reviewed by the Committee – including

relevant documents and interviews of witnesses with knowledge of CFU finances – revealed that

the CFU itself did not consider the COE to be its asset and did not carry the COE as an asset on

its balance sheet. Thus, the Committee concludes, based on its review of available evidence, that

Warner’s claim is not credible.

7.18. The evidence reviewed by the Integrity Committee leads to the conclusion that

Warner committed fraud against CONCACAF and FIFA in connection with the ownership and

development of the COE. Warner committed fraud through false representations and by creating

false impressions about the ownership of the COE; he secured control over funds sent by FIFA

through false representations about the accounts to which FIFA sent the funds; and he concealed

his fraud through false representations that the financial statements were independently audited.

As a consequence of Warner’s actions, CONCACAF and FIFA were defrauded of approximately

$26 million, and CONCACAF was deprived of its rightful ownership of the COE.

2. Warner Committed Fraud and Misappropriated Funds from FFA

7.19. The evidence reviewed by the Committee also shows that Warner obtained

through fraud and then misappropriated $462,200 provided to CONCACAF by Football

Federation Australia (“FFA”) in 2010. Although the Committee did not interview

representatives from FFA, FFA provided documents related to the payment. The documents

clearly show that FFA provided the funds to support an upgrade of the Marvin Lee Stadium at

the COE and that FFA representatives were led to believe that the COE was owned by

CONCACAF. During a trip to Trinidad and Tobago, an FFA delegation met with Warner and

COE employees and made a site visit to the COE for purposes of considering the development

project. In communications with a COE employee after the trip, a member of the FFA

delegation referred to the stadium upgrade project as the “CONCACAF Centre of Excellence

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Upgrade.” An FFA memorandum documenting the trip also refers to the COE as the

“CONCACAF Centre of Excellence” and to Warner as the “President of CONCACAF.” One

month after the visit, FFA sent the funds to CONCACAF. These documents show that the FFA

provided the funds under the misimpression that they would be used to support a CONCACAF

project.

7.20. The evidence further shows that the FFA funds were then misappropriated. The

funds were paid to CONCACAF by FFA in the form of a check made out to “CONCACAF”

which was deposited into a bank account maintained at Republic National Bank in Trinidad and

Tobago, an account in which, earlier that year, Warner had deposited personal reimbursement

funds from CONCACAF. The funds appear nowhere in CONCACAF’s accounting or financial

records – the Committee was unable to identify any trace of the funds in the CONCACAF

general ledger and they were not reported as income in CONCACAF’s 2010 financial

statements. Given the history of Warner’s conduct, his failure to report this payment as income,

and the general lack of accountability of funds sent to CONCACAF operations in Trinidad and

Tobago, the Committee concludes that Warner misappropriated these funds.

3. Warner and Blazer Breached Their Fiduciary Duties to CONCACAF

7.21. The evidence reviewed by the Integrity Committee supports a finding that Jack

Warner and Chuck Blazer breached their fiduciary duties to CONCACAF in connection with

CONCACAF operations in Trinidad and Tobago. In short, the Committee concludes that

Warner breached both his duty of care and his duty of loyalty to CONCACAF because he failed

to act in the best interests of CONCACAF and engaged in self-dealing through the fraudulent

conduct outlined above. The Committee concludes that Blazer breached his duty of care because

he failed to act with the care of a prudent person and in the best interests of CONCACAF by

abandoning his duties as General Secretary.

7.22. As previously discussed, the CONCACAF Statutes assigned to Blazer, as General

Secretary, responsibilities for ”the management of CONCACAF’s properties”679 and to “attend

to CONCACAF’s financial matters.”680 Nevertheless, the Committee’s review of the evidence

shows that Blazer completely failed to attend to either of these responsibilities when it came to

the CONCACAF operations in Trinidad and Tobago. Blazer acknowledged his failures in a

2012 email to CONCACAF officials in which he sought to disassociate himself from Warner’s

financial improprieties. Blazer described CONCACAF’s operations in Trinidad and Tobago as

“a total enigma” and explained:

[M]y only involvement with [the COE and the President’s Office]

was to make payments to Jack’s office and the COE on a monthly

basis as authorized . . . I never had any authority nor management

responsibility over the COE, the Presidential Office, its bank

accounts nor property holdings. This information was always

679 CONCACAF Statutes (2006), Art. 38.

680 CONCACAF Statutes (2006), Art. 39(d).

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added in the [financial statements] by the Auditor, Mr. Kenny

Rampersad, and never done by me or my staff.

Although Blazer attributed his failure to attend to operations in Trinidad and Tobago to a lack of

authority, which the CONCACAF Statutes show he clearly did not lack, his total and

unexplained abandonment of responsibilities clearly assigned to Blazer suggests the possibility

that Blazer consciously avoided involvement in Trinidad and Tobago because he suspected that

Warner was engaging in improper activities. Blazer certainly believed that CONCACAF’s

significant investment in the COE was not made in the interest of developing football in the

CONCACAF region. In 2010, Blazer acknowledged as much to a senior CONCACAF staff

member, stating with regard to the COE, “[t]here are so many things that we could have done

with the 10s of millions of dollars wasted there.”

7.23. The evidence shows that, at a minimum, Blazer’s abdication of his responsibilities

to CONCACAF gave Warner the freedom he needed to engage in an ongoing pattern of

fraudulent conduct over a period of many years. Indeed, the total lack of financial controls and

accountability in the CONCACAF operations in Trinidad and Tobago created a substantial risk

that CONCACAF funds would be misappropriated. Over a period of 16 years, CONCACAF

sent monthly payments in round numbers to accounts controlled by Warner in Trinidad and

Tobago to subsidize COE operations and to support the President’s Office. Warner appears to

have been subject to no oversight with regard to expenditure of the funds. The Committee could

identify only one occasion in which CONCACAF received a detailed accounting of financial

activity from operations in Trinidad and Tobago. In 1998, the Executive Committee received a

detailed financial statement for the COE, indicating that the COE had more than $1.2 million in

cash on hand, together with approximately $97,000 in income and $270,000 in expenses for the

eight-month period ending August 31, 1998. Notwithstanding the assets and the obvious

existence of financial activity at the COE, the Committee found no other evidence that the COE

or the President’s Office ever accounted to CONCACAF for their expenditure of CONCACAF

funds. Even in the financial statements, the COE and the President’s Office were reported in

many years as single expense items, representing solely the amount of funds sent to Trinidad and

Tobago, without any accounting for a breakdown of expenses or offsetting income. The

substantial amount of CONCACAF funds sent to Trinidad and Tobago, together with the total

lack of accountability for the expenditure of those funds, raises the clear possibility that Warner

misappropriated at least some of the funds he obtained from CONCACAF. Blazer bears

significant responsibility for this situation, and thus the Committee concludes that Blazer

breached his fiduciary duties to CONCACAF.

4. Warner and Blazer Violated the CONCACAF Statutes

7.24. The evidence reviewed by the Integrity Committee supports a finding that Jack

Warner and Chuck Blazer each breached the CONCACAF Statutes in connection with

CONCACAF operations in Trinidad and Tobago. Warner breached the CONCACAF Statutes

by arranging for others to sign loan guarantees on behalf of CONCACAF without obtaining

approval of the Congress, which according to the CONCACAF Statutes, is required for all loans

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and all mortgages exceeding $100,000 in value.681 In fact, the evidence shows that Warner had

individuals sign loan documents on behalf of CONCACAF who had no authority to do so.

Blazer breached the CONCACAF Statutes in connection with the CONCACAF operations in

Trinidad and Tobago because he failed to discharge his responsibilities under the CONCACAF

Statutes as General Secretary to manage CONCACAF’s properties and to attend to its financial

matters.682

5. Warner Violated the FIFA Ethics Code

7.25. Finally, the evidence reviewed by the Integrity Committee supports a finding that

Jack Warner violated the FIFA Ethics Code by engaging in self-dealing through fraud as

described above. Under the FIFA Ethics Code, Warner was obligated to act ethically,683 with

complete honesty and integrity,684 with loyalty to CONCACAF,685 and to refrain from engaging

in self-dealing.686 Warner was also prohibited from acting on behalf of CONCACAF while

possessing an actual or potential conflict of interest, which is defined to include situations where

an individual’s personal interests detract from their ability to perform their official duties.687 A

review of the record shows that Warner clearly violated these provisions.

B. Compensation and Use of CONCACAF Assets by the Former General Secretary

7.26. The Integrity Committee concludes that the evidence reviewed, on the balance of

probabilities, supports the following findings with regard to compensation and the use of

CONCACAF assets by the former General Secretary:

• Blazer Misappropriated CONCACAF Funds

• Warner and Blazer Breached Their Fiduciary Duties to CONCACAF

• Blazer Violated the CONCACAF Statutes

• Blazer Breached the FIFA Ethics Code

1. Blazer Misappropriated CONCACAF Funds

7.27. The evidence reviewed by the Integrity Committee supports the conclusion that

Chuck Blazer misappropriated at least $15 million in compensation payments from CONCACAF

during the time he served as General Secretary. More specifically, Blazer caused CONCACAF

to pay to him the following amounts for commissions, fees, and rent expenses without obtaining

authorization for such payments from the Executive Committee or the Congress and without

681 CONCACAF Statutes (2006), Art. 20.

682 CONCACAF Statutes (2006), Arts. 38, 39(d).

683 FIFA Ethics Code (2009), Art. 3(2).

684 FIFA Ethics Code (2006), Art. 4.

685 FIFA Ethics Code (2006), Art. 10 (“While performing their duties, officials shall remain absolutely loyal,

especially to . . . the confederations . . . .”).

686 FIFA Ethics Code (2009), Art. 3(3); FIFA Ethics Code (2006), Art. 3.

687 FIFA Ethics Code (2009), Arts. 5(2), 5(3); FIFA Ethics Code (2006), Arts. 8, 17.

100

being entitled to such amounts under any contract: (i) more than $11 million in commissions; (ii)

more than $3.5 million in fees; and (iii) more than $837,000 in rent expense payments. The

evidence also shows that Blazer improperly compensated himself outside of the terms of the

Sportvertising Contracts he previously had with CONCACAF by paying himself commissions

on various revenues that did not qualify as sponsorships or TV rights fees, such as the proceeds

from tournament gate receipts and possibly funds he secured from FIFA to build a broadcast

studio at CONCACAF. Blazer concealed his unauthorized compensation payments from the

Executive Committee through incomplete disclosures in CONCACAF’s budgets and financial

statements and by falsely representing that the financial statements were independently audited,

when Blazer knew that in fact they were not. Blazer also avoided any challenge to his

unauthorized compensation by failing to address his compensation in the Executive Committee

at any time during the more than 13 years after his 1994 Sportvertising Contract expired on July

17, 1998, notwithstanding the fact that, as a fiduciary and under the FIFA Ethics Code, he was

obligated to raise the issue. The result was to deprive CONCACAF of significant sums of

money and the honest services of the General Secretary.

7.28. Blazer also misappropriated CONCACAF assets to finance his personal lifestyle,

including among other things using CONCACAF funds to: subsidize rent on his residence in the

Trump Tower in New York; purchase apartments at the Mondrian, a luxury hotel and residence

in Miami; make a down payment on apartments at the Atlantis resort in the Bahamas; purchase a

Hummer for his personal use; and obtain insurance coverage for his personal apartments as well

as automobile and employee health insurance for himself and his girlfriend. The end result was

that Blazer enriched himself for many years at CONCACAF’s expense.

a. Blazer’s Compensation

7.29. At the outset of his tenure as CONCACAF General Secretary, Blazer received

authorization from the Executive Committee to compensate himself in the form of commissions.

As a result of that authorization, Warner and Blazer entered into the 1990 Sportvertising

Contract, which was renewed in 1994. After the expiration of the 1994 Sportvertising Contract

on July 17, 1998, Blazer had no authority to pay himself funds that he was not already entitled to

receive under the Sportvertising Contracts because he had no agreement with CONCACAF on

what his compensation would be. Once the 1994 Sportvertising Contract expired and was not

renewed, Blazer had a duty, as a fiduciary of CONCACAF, to obtain authorization for any

compensation that he would pay himself. He could not presume from the fact that the Executive

Committee did not raise the issue that he had consent to pay himself as before, especially when

his compensation was increasing significantly and the composition of the Executive Committee

was changing over time. Notwithstanding his obligation to raise the issue, Blazer paid himself

steadily increasing amounts in the form of commissions and fees over the next 13 years. Before

the 1994 Sportvertising Contract expired on July 17, 1998, Blazer’s accrued compensation for

the most recent two-year period – as reported in CONCACAF’s 1996-97 financial statements

and reflected in the accounting records – was approximately $750,000 or about $375,000 per

year. By 2011, Blazer’s accrued compensation – as reported in CONCACAF’s accounting

records – had grown to over $4.9 million for that year alone, and payments to Blazer from

accrued compensation in that year totaled over $6.5 million.

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7.30. After the expiration of the 1994 Sportvertising Contract, Blazer avoided any

challenge to his compensation by failing to raise the issue in the Executive Committee. Indeed,

the Integrity Committee identified only two specific occasions during the entire 21-year period in

which Blazer served as General Secretary when his compensation was explicitly discussed in the

Executive Committee – once in 1990 and again in 1996. Both of these occasions occurred

before the expiration of the 1994 Sportvertising Contract. The Committee also found no

evidence indicating that Blazer received authorization for CONCACAF to pay part of the rent on

his residences. The Committee conducted a thorough review of the evidence on these issues,

including an extensive review of Executive Committee materials, minutes, written submissions,

financial statements, budgets, and audio and video recordings, and counsel to the Committee

interviewed numerous current and former Executive Committee members about this issue. The

apparent absence of any discussion of Blazer’s compensation in the Executive Committee after

1996, when viewed in the context of the significant increase in his compensation over time,

speaks forcefully and evidences a clear effort by Blazer to protect his compensation scheme by

avoiding any consideration of the issue in the Executive Committee.

7.31. The only evidence that the Integrity Committee could find indicating that Blazer

informed the Executive Committee of his commissions payments were wholly inadequate

expense disclosures that Blazer included in CONCACAF’s biennial, and later annual, budgets

and financial statements. In those documents, Blazer buried in the schedule of expenses an

expense line item reflecting the amount he had allocated to himself, typically describing the

expense simply as either “Commissions” or “Commissions & Fees” under a group of

“Marketing” expenses. The line item provided no indication that it consisted of compensation to

the General Secretary. Indeed, some of the Executive Committee members interviewed by the

Committee stated that they never had any idea that this expense item was Blazer’s compensation.

Other substantial expense line items typically reflected “Salaries and employee benefits” or

“Salaries and staff benefits” and the commissions line item could easily have been seen as

reflecting some other expense, such as marketing commissions paid to CONCACAF’s thirdparty

marketing partners.

7.32. Although Blazer disclosed in the 2002 Congress that the “Commissions” line item

“corresponds to a decision of the Executive Committee taken in 1990 to provide compensation

for the General Secretary through commissions on revenue and for marketing and sponsorship,”

this disclosure does not establish Blazer’s innocent intentions with regard to his compensation.

First, the disclosure was not voluntary. Rather, Blazer was obligated to make the disclosure by

representatives of the Mexican Football Federation who were challenging Jack Warner for the

office of President of CONCACAF, and Blazer appears to have waited until the last minute to

make the disclosure. Second, the disclosure was obviously not intended to properly present the

issue to the Executive Committee for consideration, and indeed, it did not result in the Executive

Committee taking up the issue. Third, the disclosure was materially incomplete because Blazer

did not explain how the Executive Committee’s 1990 authorization applied to his commissions

payments in 2002 and he did not inform the Congress that his contract with CONCACAF had

expired four years earlier. Fourth, Blazer made the disclosure under circumstances that would

have made it difficult to take note of or recall – Blazer made the disclosure in the middle of a

lengthy and detailed letter on complicated financial matters that he read to the Congress. Under

the circumstances, it is not surprising that there was no further discussion of this issue in the

Congress and that most of the witnesses who attended the Congress who were interviewed by

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counsel to the Committee did not recall that Blazer had addressed his compensation there.

Although all of the then-current Executive Committee members were present at the Congress,

none of them appear to have taken Blazer’s disclosure as a request for authorization for his

compensation.

7.33. Blazer actively concealed his compensation payments by falsely representing that

the financial statements he provided to the Executive Committee and the Congress were subject

to independent audits, when he knew that such a representation was completely false. As

discussed in more detail below, Warner and Blazer arranged for the audits to be conducted by

Kenny Rampersad, an accountant who clearly lacked the independence to conduct a proper audit

and did not in fact engage in activities one would normally associate with an audit. The value of

these misrepresentations to Blazer’s misappropriation scheme was obvious: Had a proper

independent audit of CONCACAF’s financial statements been conducted, Blazer’s compensation

would have been disclosed clearly in the financial statements. As confirmed by interviews of

Executive Committee members, given the amounts involved, this almost certainly would have

given rise to discussions about the appropriateness of Blazer’s compensation, and the Executive

Committee very well could have stopped or modified Blazer’s compensation.

7.34. The evidence suggests that Blazer actively concealed his compensation payments

within the accounting and financial records of CONCACAF by paying himself through

companies he controlled – the Sportvertising entities, the En Passant entities, and Multisport –

instead of paying himself directly. The effect this had on at least one employee of the

CONCACAF accounting department was that, even though she was later questioned about

periodic payments to these companies, she had no idea that the payments comprised Blazer’s

compensation. At times, Blazer also structured his payments into smaller amounts, making the

payments less conspicuous in the CONCACAF accounting and financial records. He also did

not include related-party transaction disclosures in the financial statements, as required by

objective accounting standards. Such disclosures necessarily would have to include information

about that the payments and that they were made to companies controlled by Blazer. This would

have revealed the magnitude of his compensation. Blazer even sought to conceal his

compensation from CONCACAF’s bank. When a bank representative called CONCACAF in

2011 to ask questions about En Passant, Inc., seeking information on the company’s line of

business and the purpose of payments from CONCACAF, Blazer falsely advised the bank that

En Passant, Inc. was a third-party vendor handling “the sale of TV and sponsorship rights” for

CONCACAF. Notwithstanding this representation, the Committee identified no evidence,

including from employee interviews, that En Passant, Inc. provided such services to

CONCACAF. In fact, the Committee’s review of the evidence suggests that the payment at

issue was simply one of Blazer’s commission payments to himself.

7.35. Based on the foregoing, the Committee concludes that, after the 1994

Sportvertising Contract expired on July 17, 1998, Blazer compensated himself for more than 13

years without proper authorization from the Executive Committee, a period in which he collected

from CONCACAF more than $15 million in unauthorized commissions, fees, and rent expense

payments. Certainly criticism can be, and should be, directed toward the Executive Committee

for failing to address the issue of Blazer’s compensation over a period of many years, but the

failings of the Executive Committee do not excuse Blazer’s conduct. As General Secretary,

Blazer had a fiduciary duty to CONCACAF to act in its best interests without interference from

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his personal interests. While Blazer had no obligation to negotiate against himself on

compensation, his duties required him, at a minimum, to raise the issue periodically with the

Executive Committee and to obtain express authorization for the manner and amount in which he

would be compensated, especially true given the changing composition of the Executive

Committee and the dramatic growth in CONCACAF’s revenues over that period. It was

certainly not enough for Blazer to include opaque disclosures in the budgets and financial

statements and then say nothing of the amounts he paid himself for more than 13 years.

7.36. The Committee emphasizes that, after the expiration of the 1994 Sportvertising

Contract on July 17, 1998, Blazer had no right to remuneration based on its terms. If he were to

be entitled to remuneration for his services from July 18, 1998 through 2011, such an entitlement

would, as a matter of law, have to be based on a quantum meruit theory. It would be an

entitlement only to such remuneration as is reasonable, and the evidence shows that the parties

had no agreement on what was reasonable.

7.37. Further, not only did Blazer compensate himself after the authorization he

received from the Executive Committee expired, but he compensated himself beyond the scope

of the authorization that had originally been provided to him. As set forth in the Sportvertising

Contracts, the Sportvertising entities had been authorized to collect a 10% commission on

“sponsorships and TV rights fees.” The Committee’s forensic accounting review, however,

revealed that Blazer paid himself commissions on more than just revenues from such

sponsorships and TV rights fees. Blazer also collected 10% commissions on various tournament

promotion revenues CONCACAF received from its tournament partners, which included

proceeds from match tickets, luxury suite rentals, parking, and venue concessions. The evidence

also suggests that Blazer collected a 10% commission in 2006 on a $3 million grant provided by

FIFA to support the construction of a broadcast studio in the CONCACAF headquarters. These

revenues obviously do not qualify as “sponsorship and TV rights fees.” The Committee found

no evidence indicating that commissions payments to Blazer on such revenues were ever

authorized by the Executive Committee.

7.38. It is evident to the Committee, on the record reviewed, that Blazer failed to raise

his compensation with the Executive Committee because he knew that it was unlikely that the

members would approve the amount of compensation he was paying himself. Indeed, as

CONCACAF’s revenues grew, Blazer’s commissions grew out of reasonable proportion to any

compensation that the Executive Committee was likely to approve. Further, at some point, it no

longer made economic sense for CONCACAF to compensate Blazer primarily based on

commissions. In 1990, when Blazer’s compensation arrangement was approved, CONCACAF

had very little income. Under the circumstances, a largely commissions-based agreement made

economic sense for both parties – it incentivized Blazer to grow income aggressively and at the

same time, it limited CONCACAF’s obligation to pay Blazer because CONCACAF would have

to pay him less if his efforts to grow income were unsuccessful. By 1998, however,

CONCACAF had sufficient revenues to pay a considerable salary to the General Secretary and

no longer needed the protections of the commissions arrangement. CONCACAF had retained

partners to grow and share in revenues arising from CONCACAF tournaments, and later,

CONCACAF invested significant resources in hiring staff to focus on such activities.

Nevertheless, Blazer’s commissions-based compensation continued to grow but that growth was

increasingly based on the efforts of CONCACAF’s business partners and employees who were

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compensated at CONCACAF’s expense. At a minimum, these circumstances raised clear

questions about the benefits to CONCACAF of Blazer’s commissions-based compensation and

Blazer should have put those questions before the Executive Committee for consideration.

7.39. Blazer’s desire to avoid consideration of his compensation in the Executive

Committee is demonstrated by a few additional facts. First, although Blazer has asserted that his

compensation continued to be governed by the terms of the Sportvertising Contracts even after

they expired, he conveniently ignored the contract provisions that contemplated annual review of

the “basic fee” that Blazer continued to accrue in the “fees payable” account and pay himself.

Indeed, there is no evidence that there were any annual reviews of Blazer’s compensation.

Furthermore, after FIFA prohibited commissions for football officials in 2006, Blazer did not

raise the issue in the Executive Committee. In 2006, the FIFA Ethics Code was amended to

include the following provision:

Officials are forbidden from accepting commission or promises of

such commission for negotiating deals of any kind while

performing their duties, unless the presiding body has expressly

permitted them to do so.688

The proper response to the adoption of this provision in the FIFA Ethics Code would have been

for Blazer to raise the issue with the CONCACAF Executive Committee and perhaps the

Congress, and to seek authorization for the commissions to which he claimed he was entitled.

As a member of the Executive Committee of FIFA, there is no doubt that Blazer was aware of

this provision. Nevertheless, the Committee’s review of the Executive Committee and Congress

materials shows that the matter was not raised and express permission for the commissions

arrangement was not obtained.

7.40. Blazer’s conduct at the end of his tenure as General Secretary was also telling,

revealing his general disdain for oversight by the Executive Committee and revealing the degree

to which he was unwilling to let them determine his compensation. In November 2011, after

Blazer was asked not to transfer additional funds to himself until the Executive Committee had

completed a review of the basis he asserted for his compensation, Blazer paid himself $1.4

million in an effort to reduce amounts he had accrued to himself in the “commissions payable”

account to a zero balance. He informed the Executive Committee only after he received the

payment, and he declined the Executive Committee’s demand to return the money pending the

resolution of issues regarding his compensation.

b. Other Use of CONCACAF Assets By Blazer

7.41. Blazer also misappropriated CONCACAF assets by using CONCACAF funds to

finance his personal lifestyle. During the years that Blazer served as General Secretary, he

arranged for CONCACAF to: (i) subsidize rent on his residences in the Trump Tower; (ii)

688 FIFA Ethics Code (2006), Art. 13; FIFA Ethics Code (2009), Art. 12 (same); see also FIFA Ethics Code (2012),

Art. 22 (“Persons bound by this Code are forbidden from accepting commission or promises of such commission for

themselves or intermediaries and related parties . . . for negotiating deals of any kind while performing their duties,

unless the applicable body has expressly permitted them to do so.”).

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purchase apartments for his personal use in a luxury hotel in Miami; (iii) commit to purchase

apartments at the Atlantis resort in the Bahamas and provide down payments on those

apartments; (iv) purchase a Hummer for his personal use; (v) pay for liability insurance for his

apartments in the Trump Tower; (vi) pay for automobile insurance for himself and his girlfriend;

and (vii) pay for employee health insurance for his girlfriend, who was not an employee.

7.42. The Integrity Committee found anecdotal evidence that some of these items had

connections to CONCACAF business – for example, at times Blazer conducted CONCACAF

business in his apartment and the Hummer was used occasionally for CONCACAF business.

Nevertheless, some of these expenses were clearly personal in nature, and indeed, the Committee

found no business justification for most of them to be charged to CONCACAF. There was no

reason for CONCACAF to pay for Blazer’s home office when he lived in the building that

housed CONCACAF’s headquarters. There was no reason for CONCACAF to purchase

apartments in a luxury hotel in Miami when Blazer could have rented a room in that same hotel

or elsewhere when needed. There was no reason for CONCACAF to commit itself and its funds

to purchasing apartments at the Atlantis resort in the Bahamas, a vacation destination. There was

no reason for CONCACAF to pay for insurance for Blazer and his girlfriend. With regard to the

Hummer, the Committee was unable to obtain sufficient evidence to reach a conclusion about the

business rationale for the original purchase of the vehicle. The Committee notes, however, that

the purchase appears imprudent, and eight years later CONCACAF is unable to sell the vehicle.

Taken together, the use of CONCACAF funds to purchase these items shows that Blazer

disregarded the line between personal assets and CONCACAF assets and that he

misappropriated CONCACAF assets to fund his personal lifestyle.

7.43. The Committee finds that Blazer’s practice of comingling personal and

CONCACAF expense charges in his personal American Express account to be entirely

unsatisfactory and fraught with the potential for misuse of CONCACAF’s funds. The evidence

revealed a complete lack of controls around the process of reconciling these charges, including

the fact that there was no check on Blazer. CONCACAF also did not consistently require or

maintain documentary support for business expenses, which no doubt impaired the reconciliation

process and rendered the Committee unable to draw conclusions about the propriety of Blazer’s

allocation of business expenses, effectively proving the significance of this deficiency. Indeed, it

is simply impossible to see how Blazer could ever have properly separated personal and business

expenses when he annually incurred millions of dollars of charges through thousands of

transactions and then usually reconciled the charges only once per year. Even if Blazer did

properly separate the charges, which is doubtful, the evidence establishes that he improperly

used CONCACAF funds to finance his personal expenses from the time CONCACAF paid his

American Express bill to the time he reconciled the charges and allocated any personal charges

to himself.

7.44. The Committee found no evidence to support the allegation that, during the

1990s, Blazer misappropriated monthly sums of $12,000 from sponsorship funds contributed by

Umbro International. This issue arose from public statements that Warner reportedly made about

Blazer. Notwithstanding a lack of evidence on this issue, the Committee notes that the fact that

Warner was aware of the alleged misappropriation and apparently took no timely or appropriate

action to deal with it illustrates the lack of mutual accountability between Warner and Blazer that

was apparent in this investigation.

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2. Warner and Blazer Breached Their Fiduciary Duties to CONCACAF

7.45. The evidence reviewed by the Committee supports a finding that Jack Warner and

Chuck Blazer breached their fiduciary duties to CONCACAF in connection with the issue of

Blazer’s compensation and that Blazer also breached his fiduciary duties by misappropriating

CONCACAF assets for personal use during his tenure as General Secretary. Warner breached

his duty of care to CONCACAF because, by his own admission, he was aware that Blazer was

compensating himself without authorization after the Sportvertising Contracts expired and

Warner failed to raise the issue in the Executive Committee for more than 13 years. In this

regard, Warner failed to act with the care of a prudent person and in the best interests of

CONCACAF. Blazer breached both his duty of care and his duty of loyalty to CONCACAF

through the pattern of misappropriation outlined above, which amounts to self-dealing and a

failure to act in the best interests of CONCACAF. Blazer also breached his fiduciary duties by

comingling his personal expenses with CONCACAF business expenses in his American Express

account. A fiduciary should never mix his own funds with those of the organization to whom he

owes a duty of loyalty.

3. Blazer Violated the CONCACAF Statutes

7.46. The evidence reviewed by the Integrity Committee supports a finding that Chuck

Blazer violated the CONCACAF Statutes in connection with the pattern of misappropriation

outlined above. As previously discussed, the CONCACAF Statutes assigned to Blazer, as

General Secretary, the duty to attend to CONCACAF’s financial matters.689 This duty implicitly

included an obligation to ensure that significant financial obligations, including a substantial

commissions arrangement with a senior employee, were properly authorized and that key

employees were properly engaged by contract. The record shows that Blazer did not tend to

these matters and thus the Committee concludes that he violated the CONCACAF Statutes.

4. Blazer Violated the FIFA Ethics Code

7.47. The evidence reviewed by the Integrity Committee supports a finding that Chuck

Blazer violated the FIFA Ethics Code in connection with his compensation and use of

CONCACAF assets. Under the FIFA Ethics Code, Blazer was obligated to act ethically,690 with

complete honesty and integrity,691 with loyalty to CONCACAF,692 and to refrain from engaging

in self-dealing.693 He was also prohibited from acting on behalf of CONCACAF while

possessing an actual or potential conflict of interest, which the Code defines to include situations

where an individual’s personal interests detract from their ability to perform their official

689 CONCACAF Statutes (2006), Art. 39(d).

690 FIFA Ethics Code (2009), Art. 3(2).

691 FIFA Ethics Code (2006), Art. 4.

692 FIFA Ethics Code (2006), Art. 10 (“While performing their duties, officials shall remain absolutely loyal,

especially to . . . the confederations . . . .”).

693 FIFA Ethics Code (2009), Art. 3(3); FIFA Ethics Code (2006), Art. 3.

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duties.694 Blazer failed to honor these obligations through the pattern of misappropriation

outlined above. More importantly, beginning in 2006, the FIFA Ethics Code prohibited football

officials such as Blazer “from accepting commission or promises of such commission for

negotiating deals of any kind while performing their duties, unless the presiding body has

expressly permitted them to do so.”695 The Committee found no evidence that Blazer ever

sought or obtained such permission from either the CONCACAF Executive Committee or

Congress. As a result, the Committee concludes that Blazer violated the FIFA Ethics Code.

C. Failure to File U.S. Federal Income Tax Returns and Pay Taxes

7.48. The Integrity Committee concludes that the evidence reviewed, on the balance of

probabilities, supports the following findings with regard to CONCACAF’s failure to file U.S.

federal income tax returns and pay taxes:

• Blazer Violated U.S. Federal Tax Laws

• Blazer Breached His Fiduciary Duties to CONCACAF and CMTV

• Blazer Violated the CONCACAF Statutes

1. Blazer Violated U.S. Federal Tax Laws

7.49. The evidence reviewed by the Integrity Committee shows that Chuck Blazer

violated U.S. federal tax laws, and may have committed criminal offenses, by willfully failing to

file federal tax returns and pay taxes on behalf of CMTV for the years 2004 to 2010. Blazer also

violated U.S. tax laws by failing to file federal tax returns on behalf of CONCACAF for the

years 2006 to 2010. Although the Committee limited its review to U.S. federal tax laws, it saw

no evidence that income tax returns were filed in any other jurisdiction where obligations may

have applied.

7.50. As described above, the federal tax code in the United States requires a

corporation, such as CMTV, formed under the laws of a U.S. state to file annual tax returns.

This duty is commonly known in the United States and was well known to Blazer, a U.S. citizen.

In fact, Blazer discussed with an advisor the tax implications of forming CMTV as a U.S.

corporation before CMTV was actually formed. After CMTV was formed and began to generate

income, Blazer knew that CMTV owed U.S. federal income tax. Blazer included in

CONCACAF’s financial statements every year beginning in 2004 a reserve for potential tax

liabilities arising from CMTV’s activities. That reserve accrued over time until the financial

statements recorded almost $2.5 million in potential liabilities in 2010. Nevertheless, Blazer

failed to cause anyone to file U.S. federal income tax returns for CMTV and such returns were in

fact never filed.

694 FIFA Ethics Code (2009), Arts. 5(2), 5(3); FIFA Ethics Code (2006), Arts. 8, 17.

695 FIFA Ethics Code (2006), Art. 13; FIFA Ethics Code (2009), Art. 12 (same); see also FIFA Ethics Code (2012),

Art. 22 (“Persons bound by this Code are forbidden from accepting commission or promises of such commission for

themselves or intermediaries and related parties . . . for negotiating deals of any kind while performing their duties,

unless the applicable body has expressly permitted them to do so.”).

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7.51. The evidence also supports a finding that Blazer’s failure to file CMTV tax

returns was willful. Blazer went out of his way to avoid engaging the IRS at any level at great

expense to CONCACAF. Blazer instructed the CONCACAF Controller not to prepare a CMTV

tax return after he had begun doing so. Blazer also was willing to forgo favorable tax treatment

for revenue generated from CMTV’s business partners in Mexico simply because he did not

want CMTV to request an IRS Form 6166. This decision cost CONCACAF hundreds of

thousands of dollars.

7.52. Blazer also failed to cause CONCACAF to file U.S. federal income tax returns as

required by law. As previously stated, the federal tax code requires non-profit organizations to

file income tax returns, and CONCACAF did not do so. The Committee found no evidence,

however, that Blazer was aware of the change in the tax laws that created CONCACAF’s

obligation to file.

2. Blazer Breached His Fiduciary Duties to CONCACAF and CMTV

7.53. The Committee concludes that Chuck Blazer breached his fiduciary duties to

CONCACAF in connection with the failure of CMTV to file U.S. federal income tax returns for

the years 2004 to 2010, and to pay taxes due in those years, and in connection with the failure of

CONCACAF to file U.S. federal income tax returns for the years 2006 to 2010. As General

Secretary of CONCACAF, Blazer was responsible for managing the financial affairs of both

CONCACAF and CMTV, which obviously required Blazer to address their respective tax

obligations. Blazer completely failed to do so and accordingly failed to meet his duty of care

because he did not act with the care of a reasonably prudent person and in the best interests of

CONCACAF and CMTV. Accordingly, the Committee concludes that Blazer breached his

fiduciary duties to CONCACAF and CMTV.

3. Blazer Violated the CONCACAF Statutes

7.54. The evidence reviewed by the Integrity Committee supports a finding that Chuck

Blazer violated the CONCACAF Statutes by failing to address the U.S. tax obligations of

CONCACAF and CMTV. As previously stated, the CONCACAF Statutes assigned to Blazer, as

General Secretary, the duty to manage the financial affairs of CONCACAF.696 This duty no

doubt required Blazer to address the tax obligations of CONCACAF and CMTV. The record

shows that Blazer failed to address these matters and thus the Committee concludes that he

violated the CONCACAF Statutes.

D. CONCACAF’s Financial Statements and Audits

7.55. The Integrity Committee concludes that the evidence reviewed, on the balance of

probabilities, supports the following findings with regard to CONCACAF’s Financial Statements

and Audits:

• Warner and Blazer Committed Fraud Against CONCACAF

696 CONCACAF Statutes (2006), Art. 39(d).

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• Warner and Blazer Breached Their Fiduciary Duties to CONCACAF

• Warner and Blazer Violated the CONCACAF Statutes

1. Warner and Blazer Committed Fraud Against CONCACAF

7.56. The evidence reviewed by the Integrity Committee supports a conclusion that

Jack Warner and Chuck Blazer committed fraud against CONCACAF in connection with the

financial statements and audits in two ways. First, Warner and Blazer consistently issued

financial statements that contained significant misrepresentations and material omissions, and in

doing so, provided false information to the Executive Committee and the Congress about

CONCACAF’s financial condition and the disposition of its assets. Second, Warner and Blazer

falsely represented that the CONCACAF financial statements were subject to independent audits,

when in fact they both knew that the auditor used by CONCACAF was not independent and did

not engage in activities one would normally associate with an audit. This had the effect of

inspiring, in the members of the Executive Committee and the delegates to the Congress, false

confidence in the accuracy and fairness of the representations in the financial statements

regarding CONCACAF’s financial condition and the disposition of its assets, when in fact, the

financial statements contained significant misstatements and material omissions. As a result, the

Executive Committee and the Congress were, for many years, deprived of important information

needed to make significant decisions about CONCACAF’s financial affairs. At the same time,

Warner and Blazer were free to act in their own self-interests, without detection and oversight

from the Executive Committee and the Congress.

7.57. The most significant misrepresentations and material omissions in the financial

statements were discussed previously and include the following: (i) the financial statements for

many years falsely reported the COE as a CONCACAF asset described as “freehold property,”

an indication of unrestricted land ownership, when title to the property was held by Warner’s

companies, not CONCACAF; (ii) the financial statements for many years falsely reported the

COE as CONCACAF’s most valuable asset when CONCACAF did not hold title to the property,

a circumstance that significantly impaired CONCACAF’s overall financial condition; (iii) the

financial statements failed to identify compensation paid to Chuck Blazer as such and instead

opaquely labeled such compensation as “Commissions” or “Commissions & Fees,” thereby

impeding the ability of the Executive Committee and the Congress to track and evaluate Blazer’s

compensation as it increased substantially over time; (iv) the financial statements failed to report

income generated through operation of the COE and failed to provide information about how

CONCACAF funds were spent in connection with the COE, the President’s Office, or the

Guatemala office; (v) the financial statements falsely characterized the likelihood of tax liability

arising from the operations of CMTV as a possibility that could be addressed properly through

establishing a reserve, when such liability was in fact a near certainty, and was increasing

because Blazer never addressed the issue; and (vi) the financial statements in 2010 did not

account for funds provided to CONCACAF by FFA and therefore falsely reported income.

7.58. Warner and Blazer were each responsible for the significant misrepresentations

and material omissions in the financial statements. Indeed, Blazer had a duty under the

CONCACAF Statutes as General Secretary to “attend to CONCACAF’s financial matters,”

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which put him squarely in charge of the financial statements.697 He was also the person who

presented the financial statements to both the Executive Committee and the Congress, and he

typically did so both orally and by means of a written memorandum to which he appended the

financial statements. More specifically, Blazer had direct knowledge of the amount and manner

in which he was compensated by CONCACAF and knew that the information was inadequately

reported in the financial statements. He was clearly aware of the material omissions in the

financial statements with regard to the reporting of income from operations at the COE and the

reporting of expenses in connection with the COE, the President’s Office and the Guatemala

office. Blazer was the person most knowledgeable about CMTV’s tax status and existing tax

liabilities, and about the fact that they were not accurately reported in the financial statements.

And, because he was responsible for ”the management of CONCACAF’s properties,” Blazer

should have known that CONCACAF did not hold title to the COE property.698 At a minimum,

Blazer was aware of the absence of sufficient audit evidence and controls to support an accurate

assertion of ownership of the COE in the financial statements. As a result, it is clear that Blazer

knew that the financial statements did not fairly and accurately depict CONCACAF’s financial

condition and the disposition of its assets. Nevertheless, he presented them year after year to the

Executive Committee and the Congress.

7.59. As CONCACAF’s most senior executive, Warner was responsible for

understanding and watching over CONCACAF’s financial condition. He presided over both the

Executive Committee and the Congress, and as a member of the Executive Committee was

responsible for presenting the financial statements to the Congress. He actively participated with

Blazer in the oral presentations of the financial statements, both to the Executive Committee and

the Congress, and frequently commented on the organization’s financial condition. He put

himself in a position to be fully informed of CONCACAF’s financial condition by selecting an

accountant he worked with in Trinidad and Tobago to be the CONCACAF auditor. More

specifically, the evidence showed that Warner knew that the financial statements contained false

information and material omissions. He was clearly aware that his companies, and not

CONCACAF, held title to the COE property. He controlled CONCACAF’s operations in

Trinidad and Tobago, including the COE and the President’s Office, and thus would have known

the details of financial activity in those offices and that important information about those

operations was omitted from the financial statements. Warner was the person who negotiated

Blazer’s compensation in 1990 and 1994, and refused to sign a new agreement with Blazer in

1998, and thus was well aware that Blazer’s compensation was not properly reported in the

financial statements. Warner also received the payment from FFA so he would have known that

it was not reflected as income in the 2010 financial statements. As a result, it is clear that

Warner knew that the financial statements did not fairly and accurately depict CONCACAF’s

financial condition and the disposition of its assets; nonetheless, he participated in presenting

them year after year to the Executive Committee and the Congress.

7.60. The evidence showed that the financial statements were not independently audited

as they were represented to be. In fact, the Committee found evidence of non-compliance with

697 CONCACAF Statutes (2006), Art. 39(d).

698 CONCACAF Statutes (2006), Art. 38.

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the auditor independence requirement of such magnitude that it concluded that the integrity,

objectivity, and professional skepticism of both Kenny Rampersad and his firm were completely

compromised. This lack of independence in turn jeopardized the reliability of the entire audit

process and the conclusions reached by Rampersad’s firm during the more than 15 years it

served as outside auditor to CONCACAF. Rampersad had myriad relationships, with both

CONCACAF and its former managers, that compromised his independence. Rampersad was

personally involved in Warner’s businesses; on occasion served as personal accountant to Chuck

Blazer; and acted as accountant for CONCACAF and the COE. Rampersad even was actively

involved in compiling and finalizing the very financial statements that he purported to audit.

Furthermore, documents reviewed by the Committee raise serious questions about Rampersad’s

conduct, not the least of which is the mortgage deed signed by Rampersad in connection with the

1998 COE loan. The document shows that the COE property is owned by Renraw and CCAM,

but the CONCACAF financial statements audited by Rampersad that cover the same period

report the COE property as a CONCACAF asset.

7.61. The lack of independence of Rampersad’s firm was important to both Warner and

Blazer because it enabled each of them to act in his own self-interest without accountability.

Indeed, Warner and Blazer actively concealed the lack of independence of Kenny Rampersad &

Co. by making false representations to the Executive Committee when the matter became an

issue in December 1996. At that time, Blazer gave assurances that the independence of

Rampersad’s firm would be preserved, stating that “a separate review of the funds for the [COE]

will have to be done by someone else locally; however, Rampersad & Co. will do the overall

audit [for CONCACAF] since they are independent from [the COE].” Nine months later, with

auditor independence still in issue, Warner falsely represented to a member of the Executive

Committee that a separate accounting firm in Trinidad and Tobago “had been appointed to audit

the expenditure at the CONCACAF Centre of Excellence.” In reality, Warner never retained the

separate firm – a fact confirmed by the principal of the firm who said that his firm never worked

for the Centre of Excellence or Warner. Warner and Blazer simply continued to use

Rampersad’s firm as both accountant for the COE and as auditor for CONCACAF, and they

actively concealed that fact from the Executive Committee. This was confirmed by the

individual who served as “Project Accountant” for the COE in 1998 when he stated that he

worked for Kenny Rampersad & Co. at that time.

7.62. The evidence further showed that Rampersad did not engage in activities one

would normally associate with an audit, suggesting that audits in fact were not conducted. As

previously stated, Rampersad’s activities were more consistent with those of a bookkeeper than

an auditor, and the Committee found no evidence of activities that one would normally associate

with an audit: there was no testing or sampling of transactions, no collection of contracts, no

review of bank reconciliations or wire transfer records, and no risk assessment procedures related

to accounting controls. Basic errors in the financial statements also suggested that no audit was

conducted. In the end, the Committee was left to seriously question the appropriateness and

validity of representations that the financial statements had been audited as a result of the

obvious lack of auditor independence, failure by the auditor to exercise adequate professional

judgment, and the possible lack of audit evidence.

112

2. Warner and Blazer Breached Their Fiduciary Duties to CONCACAF

7.63. The evidence reviewed by the Committee supports a finding that Jack Warner and

Chuck Blazer breached their fiduciary duties to CONCACAF in connection with the financial

statements and audits. They both breached their duties of care by consistently presenting

financial statements to the Executive Committee and Congress that contained false

representations and material omissions and thereby did not act in good faith and in the best

interests of the organization. They further breached their duties of care by using an outside

auditor who was not independent and who did not engage in activities one would normally

associate with an audit. Warner and Blazer also breached their duties of loyalty because, the

evidence suggests, they were motivated to include misrepresentations and material omissions in

the financial statements and to use an auditor who was not independent and may not have

conducted audits, in order to conceal their own self-serving conduct from the Executive

Committee and Congress of CONCACAF.

3. Warner and Blazer Violated the CONCACAF Statutes

7.64. Finally, the evidence reviewed by the Committee supports a finding that Jack

Warner and Chuck Blazer each violated the CONCACAF Statutes by presenting financial

statements to the Executive Committee and the Congress that contained false representations and

material omissions and that did not fairly and accurately represent the financial condition of

CONCACAF and the disposition of its assets. The CONCACAF Statutes assigned to Blazer, as

General Secretary, an obligation to attend to CONCACAF’s financial matters which implicitly

includes an obligation to support the quality and integrity of the financial statements.699 Blazer

did not do this, and thus he violated the CONCACAF Statutes. Warner, as a member of the

Executive Committee, had an obligation under the CONCACAF Statutes to present the financial

statements and budgets to the Congress for approval.700 This obligation presumes that financial

statements will be presented that are free from false representations and material omissions so

that the Congress is able to understand what it is being asked to approve. Warner knew that the

financial statements did not meet this standard, and therefore he violated the CONCACAF

Statutes.

699 CONCACAF Statutes (2006), Art. 39(d).

700 CONCACAF Statutes (2006), Art. 20.

VIII. EPILOGUE

8.1. The members of the Integrity Committee present this report to the Executive

Committee of CONCACAF as a record of our independent investigation. We submit that we

have discharged our duties with diligence and in good faith, and we hope that this investigation

and its findings and conclusions assist the new administration of CONCACAF in achieving its

worthy objectives – transparency, accountability, and integrity.

_________________________________

Sir David A.C. Simmons, K.A., B.C.H., Q.C.

Chairman

_________________________________

Judge Ricardo M. Urbina

Member

_________________________________

Mr. Ernesto Hempe

Member

Counsel to the CONCACAF Integrity Committee

SIDLEY AUSTIN LLP

787 Seventh Avenue

New York, NY 10019

Timothy J. Treanor

Mark D. Hopson

Marcus A. Cordova





- Richard Charan (Multimedia Editor)