Daily Tribune recently received a letter from Cruz, Marcelo and Tenefrancia law office on behalf of ASA Philippines Foundation Inc. to refute the series of articles that came out in print and the online edition from 5 to 11 November.
In the interest of fair play, the news outfit is giving way to ASA Philippines to give its side on the published series of articles which were based on interviews of former ASA Philippines President and chief executive officer Kamrul Tarafder and the documents he provided.
The following is the enumeration of the points raised by Kamrul and the rebuttal of ASA Philippines as provided by its counsel:
Kamrul: “In March 2023, disputes started over a conflict-of-interest allegation against Kamrul. Several individuals on the ASA board began to show hostility, and sometime in December 2022, Kamrul disclosed to Richard Dee, the son of then-chairperson Howard Dee, that Simon, Kamrul’s son, had invested in a separate microfinance institution. Kamrul said the disclosure was made in the spirit of good faith and good governance.
He related that the revelation did not sit well with the Assis/Aquino group and Kamrul was accused of violating the conflict-of-interest regulation of the ASA Foundation as the group was seen as a potential competitor to the planned foundation.”
ASA Philippines: This is a clear violation of the Foundation’s Governance Manual and Code of Conduct governing conflicts of interest. Contrary to the Articles, Mr. Kamrul did not disclose to Mr. Richard Dee in December 2022 his son’s investment in another microfinance institution.
Instead, the records of the Foundation would show that Mr. Kamrul had only formally disclosed to then-Chairperson Ambassador Howard Q. Dee in March 2023 that Mr. Simon Tarafder, his son, had signed an agreement to establish a for-profit microfinance company, which the Daily Tribune articles failed to mention, and in violation of the Foundation’s Governance Manual and Code of Conduct.
We understand that Mr. Kamrul’s son has had no experience or involvement in running a microfinancing business, other than as an IT (information technology) service provider, before establishing this for-profit microfinance company.
Note that this for-profit microfinance company was incorporated in October 2022 and Mr. Kamrul was aware as late as November 2022 that the new company was for-profit, and had admitted to facilitating meetings for his son in setting up the new for-profit microfinance business opportunity. Despite knowing about potential conflicts of interest, he disclosed this information to the Board of Trustees only in
March 2023, at least four months after learning of it, undermining the claim of good faith in the articles. As a result, Ambassador Dee expressed disapproval, noting that Mr. Kamrul’s actions violated the Foundation’s conflict of interest regulations and the Code of Conduct, which prohibits such conflicts involving close relationships. Ambassador Dee also emphasized that based on the Code of Conduct and Governance Manual this conflict could not be resolved by the Chaman alone and needed to be
resolved by the Board.
Kamrul: “Several board discussions ensued with Kamrul eventually asking Simon to withdraw all his interests from the microfinance venture and a commitment that his family will not engage in any future investments in another microfinance institution. Despite the action, Kamrul was asked to sign a non-disclosure agreement (NDA) and a non-competition agreement that imposed restrictions on his freedom to teach and share his knowledge about microfinancing to individuals outside the foundation. Kamrul, thus, declined to sign the documents.”
ASA Foundation: The claim in the Articles that Mr. Kamrul was asked to sign these agreements is misleading and inaccurate.
The Foundation’s records show that the proposal for Mr. Kamrul to sign the Non-Disclosure Agreement and Non-Competition Agreement, aimed at preventing future conflicts of interest, was upon the advice of legal counsel.
However, the Board of Trustees engaged in extensive discussions with Mr. Kamrul regarding this matter. These agreements are standard legal instruments designed to safeguard a company’s business and operations from employees potentially leveraging their acquired knowledge and expertise for personal advantage.
The intention was not to maliciously restrict Mr. Kamrul’s ability to teach and share his knowledge about microfinancing with others outside the foundation, contrary to his portrayal of the situation.
Further, contrary to what the articles suggest, Mr. Kamrul was not restricted from teaching and sharing his knowledge about microfinancing. In fact, Mr. Gotuaco recognized that the Foundation is an open book and that the Foundation’s manual, including guidelines about its operations, is freely given to anyone who would request it.
In meetings with Mr. Kamrul, Ambassador Cuisia even noted that ASA’s Corporate Governance Manual already mandates trustees, officers, and management to act in the Foundation’s best interests, which might render the signing of the agreements unnecessary.
Ultimately, the Board chose to accept Mr. Kamrul’s verbal assurances and decided not to require him to sign the Non-Disclosure Agreement and Non-Competition Agreement.
Given the significant concerns regarding the conflict of interest arising from Mr. Simon, Mr. Kamrul’s son, and his business interests in the aforesaid for-profit microfinance venture, Mr. Kamrul was requested to provide documentation to the Board members confirming their divestment from the institution in question. While Mr. Kamrul has expressed his willingness to supply this documentation, none has been submitted to the Foundation up to now.
(To be continued)