Mr. Mar an accomplished, no nonsense professional engineer and business executive gave an honest accounting of the situation that faced FHL in 1992 when it opened up shareholding to Tikina Councils, Village and family companies and individuals.
Mr. Mar, a former GM of Shell Fiji, CEO of Telecom Fiji and former Chairman FHL (2006-8), with over 30 years of experience on boards in Fiji and Australia told the court that the board had difficulties selling this new idea of investing in shares.
He said indigenous Fijians were nervous about taking that risk, for a return that was not guaranteed. He said FHL was not the successful company that it is today, and that shareholding was a foreign idea to indigenous Fijians.
Mr. Mar explained that the chairman, Lyle Cupit drove the board, in fact Mar felt that Cupit sometimes pushed his own ideas through, spending alot of time and effort on FHL with his own business career winding down. He said Cupit preferred shorter minutes, and that the 2-3 hours they met, was often not fully reflected in the brief minutes.
Mr. Mar said when the Board had difficulties encouraging Tikina Councils and Provincial Councils to take up Class A shares, he asked whether Directors could purchase shares - this is common in many companies where shareholders expect Directors to take the risk that they are also asking other people to take. He said that Cupit and Weleilakeba pointed out that the Memorandum and Articles did not forbid Directors from investing, so his family company, Nabuabua Holdings obtained a secured loan from FDB, and purchased shares.
Mr. Mar distinctly recalled declaring his interest in Nabuaua Holdings, but is disappointed to see that the secretary Sitiveni Weleilakeba did not record this in the minutes.
He did not remember PM Qarase making the declaration, but that everyone knows he is from Mavana, and that his interest would be apparent to the Board members from the summary prepared by the Secretary Weleilakeba, and in any case, the minutes left something to be desired, not being totally complete.
More below from Fijilive:
Qarase
vocally declared interest: trial told
July 24 2012
03:26 PM
Former
director of Fijian Holdings Limited (FHL) Laisenia Qarase’s declaration of
interest towards Cicia Plantation Co-op Society Limited, Mavana Investments
Limited and Q-Ten Investments Limited was not recorded in the minutes of an FHL
meeting the High Court in Suva heard this morning.
But this does
not mean that he did not vocally declare his interest
This was
revealed by Defence sixth witness via skype Josaia Mar who was also a former
director at FHL.
Mar told the
court during his examination that former FHL chair Lyle Cupit likes to keep
short minutes and most of the things discussed during the one to two hours
meeting were not recorded.
Mar told the
court only important information like resolutions and board decisions were
usually recorded in the minutes and if Qarase’s interest towards the three
companies were not recorded it does not mean that he did not declare them.
Draunidalo
then asked Mar if he was aware that Qarase was the financial advisor to the
Fijians Affairs Board (FAB) and presented on FHL issues towards the Great
Council of Chiefs (GCC).
Mar then told
the court that he was not aware that Qarase was a financial advisor to FAB but
Qarase was often involved in dealing with government and institutions like the
GCC.
Draunidalo
then asked Mar if Qarase was the main driver or architect in trying to find
shareholders to invest in shares in FHL.
Mar then said
that the main driver was Cupit and other vocal director like himself in the
board but Qarase was usually quiet and they usually consult him on matters of
banking because of his great experience.
Draunidalo
asked the court if FHL directors were encouraged to invest in FHL shares.
Mar told the
court he was the one who asked during their meeting if directors could invest
because mainly in businesses directors have to show confidence in their company
first before asking people to invest.
Mar then told
the court that he invested in FHL shares and followed the normal application
process and vocally declared his interest towards his family owned company
Nabuabua Holdings Limited.
The court
then heard that Mar raised $20,000 and applied for an $80,000 loan with the
Fiji Development Bank (FDB) in order to purchase the 100,000 shares he applied
for.
Draunidalo
then asked if he recalled an application made by Qarase on behalf of the three
companies and if the normal application procedure was followed.
Mar told the
court he recalled an application made by Qarase on behalf of the three
companies and all normal application procedures were followed before approval
from the board.
The court
also heard that it was common knowledge and well-known that Qarase had interest
in the three companies.
In
cross-examining Mar FICAC lawyer Michael Blanchflower asked him if it was the
duties of directors to declare their interests in shares.
Mar replied
yes.
Blanchflower
then asked Mar if he was concerned that his declaration was not recorded in the
minutes of the meeting.
Mar said that
he was concerned that his interest were not recorded in the minutes but it is
of nature that people would know of his interest as the documents set out to
the board would list the names of shareholders and the directors of the
company.
Mar was then
asked if he knew of Qarase’s interest towards the three companies he applied
shares for.
Mar told the
court he was not aware of Qarase’s interest but he knew that Qarase is from Mavana
village and looking at the board papers it would tell you what his position was
with the three companies.
Blanchflower
then asked Mar if he could recall if former FHL chief executive Sitiveni
Weleilakeba had declared his interest in buying shares.
Mar then told
the court that he could not recall but by looking at documents presented before
him he could see that a declaration was made by Weleilakeba.
Blanchflower
then asked Mar to explain more about this.
Mar then told
the court that a chief executive is more involved with negotiations with other
companies, he is the executive of the company and therefore it is important
that he declare his interest.
Blanchflower
then asked if Qarase and Cupit had an opportunity to correct the minutes of the
meeting.
Mar replied
yes.
Qarase is
charged with six counts of abuse of office and three counts of discharge of
duty with respect to a property in which he has a private interest.
It is alleged
Qarase between 1992 to 2000 while employed as a director of Fijian Holdings
Limited, Financial Advisor of the Fijian Affairs Board and advisor to the Great
Council of Chiefs, in abuse of the authority of his office, did arbitrary acts.
He is alleged
to have applied in the name of Cicia Plantation Co-op Society Limited, Mavana
Investments Limited and a family owned company named Q-Ten Investments Limited
for the issuance and allotment of Class A shares in Fijian Holdings Limited.
Defence has
closed its case today and is expected to make their closing submissions
tomorrow.
http://www.fijilive.com/news_new/index.php/news/show_news/46028
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