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 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.