President’s ouster row, ASA Phl gives side (2)

The following is the second part of the unabridged reply of ASA Philippines Foundation Inc. to a series of articles based on interviews of former ASA Philippines president and chief executive officer Kamrul Tarafder and the documents he provided:

Kamrul: “In August 2023, Ambassador Howard Dee stepped down as chairperson and former ambassador to the US Jose Cuisia Jr. was appointed the new chairperson.

Despite the conflict of interest having been resolved, Kamrul alleged that the board led by Cuisia limited his authority as president and CEO and instituted several changes in the board.

His authority was taken from him and given to other trustees and other board committees.

The corporate secretary was replaced by Atty. Ronald Policarpio of Romulo Mabanta Law.

A new treasurer was likewise appointed. New committees were established, including the Information Technology Committee where Eric Gotuaco was appointed chairperson.

Kamrul said the board started communicating directly with the management staff.

Where it used to invite external stakeholders to attend board meetings, the board started to limit the attendees and stopped inviting external stakeholders.”

ASA Philippines: “In August 2023, Ambassador Dee stepped down as Chairperson for health reasons, and Ambassador Cuisia was elected as the new Chairperson at a Special Meeting of the Board. Despite his resignation, Ambassador Dee, a founding member, was unanimously appointed Chairman Emeritus.

In his resignation letter to the Board, Dee emphasized recommendations and matters he hopes that the new leadership should consider for the future growth and success of the Foundation, including amongst others, (i) implementing stricter governance; (ii) establishment of developmental priorities and programs to implement the Foundation’s ‘not-for-profit’ mandate; and (iii) implementing and exercising full control and sole ownership of the Foundation’s data and computer systems consistent with best financial industry practices.

These recommendations were duly taken note of and prioritized by the Board, and various Board subcommittees were created as a result thereof.

The Articles inaccurately claim that Ambassador Cuisia restricted Mr. Kamrul’s authority as president and CEO, which is false. Additionally, assertions that Mr. Kamrul’s authority was diminished or transferred to other trustees or committees are unfounded.

Rather, the creation of the various subcommittees was in line with the Board’s commitment to promoting stricter governance, among others, stemming from the recommendations of former Chairman Ambassador Dee.

During the meetings for the creation of these Board subcommittees, Mr. Kamrul was present and actively participated therein, and Mr. Kamrul was even appointed as a member in at least two Board subcommittees.

The Articles suggest that the Corporate Secretary’s replacement was rushed to limit Mr. Kamrul’s authority. However, this decision was thoroughly discussed by the Board, which emphasized the need for a Corporate Secretary, who is a lawyer, and reviewed candidates, demonstrating adherence to proper governance practices.

Mr. Kamrul was even present in these meetings where the discussion on the replacement of the Corporate Secretary and thereafter duly voted on the matter and supported the selection of the new Corporate Secretary.

The appointment of a new Treasurer was also discussed in a meeting, where Mr. Kamrul expressed his preference for Ms. Barbara Custodio to take over if the previous Treasurer was replaced.

Ms. Custodio was elected, further disproving the Articles’ narrative that the Board was limiting Mr. Kamrul’s authority.

Mr. Kamrul was present in this meeting and duly voted on the replacement of the new Treasurer as well.

The issue of conflict of interest against Kamrul resurfaced with Cuisia asking for proof that Kamrul’s family had divested their interest from their supposed microfinance venture.

Kamrul: “Even after benefiting from the Information Technology (IT) System introduced and provided by Simon’s corporation, Jyosna, to the ASA Foundation, the board led by Richard Dee and Eric Gotuaco started to question the contract raising again concerns of conflict of interest.

The issue of conflict of interest against Kamrul resurfaced with Cuisia asking for proof that Kamrul’s family had divested their interest from their supposed microfinance venture.”

ASA Philippines: In 2018, the Board approved a contract for the ATMOS System of Jyosna Inc. (“Jyosna”), which was later updated in 2022.

The contract was extended until 2022 to enable the Foundation to transition out of ATMOS. There was no intent to continuously engage ATMOS.

As the contract approached its end, Mr. Kamrul exploited a technical issue in 2023 to pressure the Foundation into adopting a system upgrade.

This upgrade was supposed to be implemented at no additional cost to ASA, however, a billing was sent in 2024 for the same, which involved exorbitant service fees amounting to a whopping 1,500 percent increase with no supporting contract.

Mr. Kamrul continued to decide on IT matters involving Jyosna, even though these are related-party transactions by virtue of his son Simon’s ownership and management of Jyosna.

He was also consistently obstructing the Foundation’s adoption of the viable alternative and already operational CAMS system in favor of Jyosna’s ATMOS.

He even opposed the establishment of good governance initiatives and the proposed controls for checks and balances by the Board of Trustees, such as the establishment of the IT Steering Committee.

The Board followed ASA’s Corporate Governance Manual, while Mr. Kamrul’s non-compliance and uncooperative acts indicate a flawed understanding of corporate governance principles, despite his long tenure as President.

(To be continued)