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Six TCL board directors quit but Defiant Bertrand stays as CEO

Published: 
Wednesday, August 20, 2014
Newly-installed Trinidad Cement Limited (TCL) director Glenn Hamel-Smith, second from right, raises his hand in support of TCL's new board during the company's special compulsory shareholders meeting at the Radisson Hotel, Port-of-Spain, yesterday. Also in photo from left are new board members Alison Lewis, Carlos Pallero, Francisco Aguilera and Christopher Dehring. PHOTO: ABRAHAM DIAZ

Shareholders of Claxton Bay-based Trinidad Cement Ltd (TCL) yesterday voted unanimously to elect seven new directors to the board of the regional cement producer, following news that six directors of the company, including its chairman Andy Bhajan and CEO Rollin Bertrand, had tendered their resignations.

The dramatic and historic transformation of the board of the publicly listed company followed the vacation sitting of the Court of Appeal, which dismissed a last-minute attempt by attorneys for the six directors to apply for an injunction that would have stopped yesterday’s special (compulsory) meeting of shareholders at the Radisson Hotel, Wrightson Road, Port-of-Spain. The meeting was called to remove six of TCL’s nine directors and replace them with the seven new directors.

Corporate sources said yesterday was the first time that shareholders of a public company had voted to elect such a large number of new directors, against the will of existing directors. The six TCL directors who resigned yesterday were chairman Bhajan, CEO Bertrand, Carlos Hee Houng, Bevon Francis, Leonard Nurse and Brian Young. The six directors opted to resign following the unanimous decision of the Appeal Court to throw out the arguments of their attorney, Dr Claude Denbow, after he spent 100 minutes making his case.  

The three Justices of Appeal—Rajendra Narine, Gregory Smith and Maureen Rajnauth-Lee— contradicted Denbow’s assertions and peppered him with questions, sometimes interrupting the senior counsel mid sentence. When the Court of Appeal called for a response, Alvin Fitzpatrick, who appeared for the TCL shareholders, spent two minutes on his rebuttal.

After the oral judgment, which was delivered by Justice Narine, Fitzpatrick made an application to the court that the six directors should be made to pay the costs associated with the injunction at both the High and Appeal Court. This was considered but eventually rejected by the Appeal Court. At the special (compulsory) meeting, the first announcement made by investment executive Robert Mayers, who chaired the proceedings, was that the six directors had resigned.

Following that announcement, the over 240 shareholders, representing more than 72 per cent of the issued shares of the company, unanimously voted for the appointment of each of the seven new directors: businessman Wilfred Espinet, retired public servants Alison Lewis, Jamaican business executive Chris Dehring, Port-of-Spain attorney Glenn Hamel-Smith, UTC executive Nigel Edwards and Cemex executives Carlos Palero and Francisco Aguilera.

The seven new directors join Wayne Yip Choy, Alejandro Cantu and Jean Michel Allard to form a ten-member board. Three of the ten TCL directors are employees of Mexican cement giant Cemex, which has a 20 per cent stake in the local cement producer. The TCL shareholders, who requisitioned their own special (compulsory) meeting yesterday, did so because the company’s former directors had refused to call a compulsory meeting after they received a requisition on June 24.

Section 133 of the Companies Act allows holders of not less than five per cent of the issued shares of a company to call their own meeting for the purpose stated in a requisition. Attorneys representing the former TCL directors had argued that to call a section 133 meeting at this time would be a contempt of court because a matter involving the holding of the company’s annual meeting is before the courts.