…remaining GNNL directors maintain
…say were not in favour of Duncan’s dismissal

AT least two of the remaining directors of the Guyana National Newspapers Limited (GNNL) Board of Directors are adamant that no formal voting took place at an April 2, 2019 meeting to dismiss General Manager, Sherod Duncan, with objection to the process having first been brought to the attention of the Board’s Chairman, Geeta Chandan-Edmond since April.

Prime Minister Moses Nagamootoo instructed the rescinding of a letter to dismiss Duncan, citing procedural defects and a lack of due process. Chandan-Edmond contends that “the process was fair and transparent, [and] there was due process” as she executed a casting vote following a “call of vote” in the deliberations on Duncan’s termination.

In her letter to the PM dated June 4, 2019, in which she also gave notice of her resignation from the Board, Chandan-Edmond says there was “no record” of any submissions by any Director of GNNL discrediting the process whereby Duncan was dismissed. Director Juretha Fernandes, however, is taken aback by this announcement, given that she questioned the legality of the vote to dismiss Duncan, shortly after it was first reported in the media. She told the Guyana Chronicle that she first wrote Chandan-Edmond a letter, in April, asking that the issue of whether or not an official vote was taken be addressed. “Today, I am surrounded with news reports that state that the decision was never questioned by any director. The public was made to believe that no director ever questioned the procedure that resulted in the dismissal of Mr. Duncan which is completely false as shown in evidence provided,” Fernandes contends.

“After reading the Chair’s letter to the Prime Minister in the press,I found myself in disbelief that not once did she acknowledge that there was a correspondence from myself to her; to have my letter dismissed and shelved by the Chair is not only insulting (but) injurious to my integrity.”

The Board convened the April 2, 2019 meeting to discuss what actions should be taken against Duncan following the findings contained in a report by the Audit Office into the spending, from June 1, 2018, to September 10, 2018, at GNNL, publisher of the Guyana Chronicle and the Sunday Chronicle.

In a letter dated April 5, addressed to Chandan-Edmond, Fernandes is somewhat unsettled after reading a statement to the press which stated that the decision was made following a call for a vote. “It was only then that I realised that a vote was never called for and that a vote was never put to the meeting. At no point in time was a vote called. On the contrary, directors were only invited to share their views as to what should be the consequences of procedural breaches highlighted in a report into alleged misconduct of the General Manager,” the letter reads.

Sent by email, the letter was carbon copied (cc’ed) to the PM, the other five Directors, and GNNL Company Secretary, Moshamie Ramotar. All seven of the GNNL Directors, which includes the chairman, were initially present at the meeting, however, Director Karan Chand eventually had to leave early due to other commitments. Prior to leaving, he expressed his sentiments against the firing of Duncan.

Chandan-Edmond argued that at the meeting in question, she exercised her right as chairman to execute a casting vote, in keeping with the provision of Article 94, after three directors voted against termination of Duncan and three directors in favour of termination, following a call for a vote.

“Because of the format of the discussion that was had, Director Beverly Alert further enquired about the input of Director Karan Chand before he left, and you told her that he left earlier and as such his comments couldn’t be taken into account. The company’s secretary was asked to leave the meeting before the commencement of deliberation among the directors. After she returned, no voting was done,” Fernandes further related what transpired at the meeting.

Chandan-Edmond acknowledged receipt of Fernandes’ letter and promised to include the concern as an item on the next statutory meeting. Fernandes replied the next day, April 6. “I am questioning the legality of the process that allowed for the dismissal of Mr. Duncan. A query of such [magnitude] cannot wait until a regular statutory meeting. If the process was unlawful it will make way for Mr. Duncan to sue GNNL for wrongful dismissal,” Fernandes said.

Fernandes also later notes that “she was not a spokesperson for Mr. Duncan” but was “questioning the process used” because she “believes it to be flawed”. In a responding email, Chandan-Edmond noted she could not address the issue given that she had proceeded on annual vacation leave.

Director Beverly Alert also maintains that no formal voting was done.
“There was no specific motion put to the board to say this is the motion and how do you vote. The formality of a motion and the formality of a vote they did not do that, but everybody at the meeting knew that a decision was being taken,” noted Alert, an AFC-member, who noted that she voted against a dismissal. According to Alert, at the meeting, three suggestions were made as to what actions should be taken based on the audit report.

“In my opinion, nothing warranted a dismissal of anybody. I did not see the need to dismiss anybody because there were procedural errors. Because there was no fraud, there was no misappropriation of funds. So my suggestion was that we look at all the persons who would’ve been involved in the process that led to the mismanagement and then you decide.

It was procedural; procedures were not adhered to and in such processes, you don’t have just one individual, you have people manning a process. So there were three positions to the board: the dismissal, some other disciplinary action, and then disciplinary action for all those involved in the process,” Alert noted.

Notwithstanding the resignation of Chandan-Edmond and Directors Mervyn Williams and Hilbert Foster over the PM’s decision to reinstate Duncan, Alert says she remains “committed to the development of the Guyana Chronicle”. Chand, who left the meeting while discussions were still in process, noted that he prefers to refrain from commenting on the issue given that he was not present when it was time for the decision to be taken.

He, however, acknowledged that he did state he was not in favour of dismissal. The other director, Dr Aaron Fraser, was also not in favour of dismissal of Duncan. He could not be contacted on the new development.

Concerns
In a letter dated May 31, 2019, Nagamootoo wrote Chandan-Edmond to address the matter of due process surrounding the concerns about Duncan’s dismissal. He noted that “It should be clear that asking members of the Board their views on a situation does not amount to a vote”.

“I have received information from Directors of GNNL that there was no vote put to the meeting by the Chair, and any statement to the contrary is wholly false,” Nagamootoo said to Chandan-Edmond in the letter. “What now remains is a glaring question of procedural irregularity in arriving at the decision to terminate Mr. Duncan…Making a unilateral decision to terminate Mr. Duncan was arbitrary, capricious, unlawful and in excess jurisdiction of the Board. Further, I am concerned that you have misled the Office of the Prime Minister with erroneous claim that the BoD came to this decision. It is clear that you deliberately sought to terminate Mr. Duncan without following prescribed procedures.”

Chandan-Edmond, in her response dated 4th of June, 2019 to the Prime Minister, stated “When I accepted the position of Chair of the Board of Directors of GNNL, it was with the understanding that my professionalism and integrity would not be unfairly assailed. I find that your letter not only calls into question my professionalism but the professionalism of fellow members of the Board of GNNL. In light of this, I hereby submit my resignation as Chairman of the Board of Directors, with immediate effect…”

Director Foster, in his letter of resignation on Tuesday, stated his action is in accordance with a principled position as one of the directors who voted to dismiss Duncan. “I cannot, in good faith, continue to be a member of the GNNL Board after reading your letter dated 31st May, 2019 to the Chairperson, Mrs. Geeta Chandan-Edmond. I was present at the meeting and I am fully aware that the Board voted to dismiss Mr. Duncan,” Foster stated.

Director Mervyn Williams, in his resignation letter on Tuesday, stated “In my respectful view, the Duncan matter was handled professionally and he benefitted from due process, fairness and transparency. In that regard, I believe I did my duty conscientiously and further, that decision which was openly treated with, remain unchallenged by any member of the Board until now.” He added: “I respectfully submit that there was a free, fair and open vote taken by members individually.

At the conclusion of the process, the chairman summarised the proceedings and sought confirmation as to the final outcome from each member individually. There was no dissenting view neither was there any objections regarding either the process or outcome.”