Home' Trinidad and Tobago Guardian : August 20th 2014 Contents ANTHONY WILSON
Shareholders of Claxton Bay-based
Trinidad Cement Ltd (TCL) yesterday voted
unanimously to elect seven new directors
to the board of the regional cement pro-
ducer, following news that six directors of
the company, including its chairman Andy
Bhajan and CEO Rollin Bertrand, had ten-
dered 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 com-
pany had voted to elect such a large number
of new directors, against the will of existing
The six TCL directors who resigned yes-
terday 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 min-
utes making his case.
The three Justices of Appeal---Rajendra
Narine, Gregory Smith and Maureen Raj-
nauth-Lee--- contradicted Denbow s asser-
tions and peppered him with questions,
sometimes interrupting the senior counsel
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 deliv-
ered 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
Following that announcement, the over
240 shareholders, representing more than
72 per cent of the issued shares of the com-
pany, unanimously voted for the appoint-
ment 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 exec-
utive 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
The TCL shareholders, who requisitioned
their own special (compulsory) meeting yes-
terday, did so because the company s former
directors had refused to call a compulsory
meeting after they received a requisition on
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 requi-
Attorneys representing the former TCL
directors had argued that to call a section
133 meeting at this time would be a con-
tempt of court because a matter involving
the holding of the company s annual meeting
is before the courts.
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The new TCL board met for the first time last
night following the special (compulsory) meeting at
the Radisson Hotel.
The board elected Wilfred Espinet---who initiated
the move to change the TCL board---as its new
In an exclusive interview with the T&T Guardian
following the board meeting, Espinet said it was the
board's intention to suspend Bertrand as CEO,
pending an assessment of his performance.
Bertrand was one of the six directors who resigned
from the board yesterday, but he chose not to resign
immediately as the CEO of the company.
Espinet said the first order of business for the new
board was to conduct a financial and operational
assessment of the cement producer and develop a
plan for its future. He expected that this would be
done within 90 days.
On the issue of the $100 million that TCL owes its
T&T employees, representing the backpay for the
period 2009 to 2011, Espinet said the board would
only be in a position to decide on that matter when it
has a firmer grasp on the company's financial
Asked about a possible restructuring of TCL's $2
billion in debts, Espinet said: "There needs to be a
plan for the company's future before we can have a
discussion with our creditors about our debts."
He said the company would schedule an annual
meeting as soon as possible.
The last annual meeting of the company was held
in October 2012. Last year's annual meeting was not
held as shareholders holding 5.68 per cent filed for an
injunction preventing it, because of the company's
failure to place the nomination of five new directors
on its management proxy circular.
Wednesday, August 20, 2014 www.guardian.co.tt Guardian
stays as CEO
Six TCL board directors quit but...
for 19TH AUGUST, 2014
Cement Limited (TCL)
director Glenn Hamel-
Smith, second from
right, raises his hand in
support of TCL's new
board during the
shareholders meeting at
the Radisson Hotel,
Also in photo from left
are new board members
Alison Lewis, Carlos
Aguilera and Christopher
New Board moves
to suspend CEO
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