Former CEO of GIIF Explains $2m Investment in Accra Sky Train Project

The former Chief Executive Officer of the Ghana Infrastructure Investment Fund (GIIF), Solomon Asamoah, has explained that the Fund invested $2 million in AI SkyTrain Consortium Holdings, a company incorporated in Mauritius, to facilitate the development of the proposed Accra Sky Train Project.

Speaking through his counsel, Victoria Barth, before the Criminal Division of the High Court in Accra presided over by Her Ladyship Audrey Kocuvie-Tay, Mr. Asamoah said the investment was intended to support the establishment of Ghana Sky Train Limited, which was to undertake the rail project.

Counsel made the disclosure while cross-examining the second prosecution witness (PW2), Kofi Boakye, a former member of the GIIF governing board. According to the defence, the investment was meant to facilitate arrangements for the design, build, finance and operation of the Accra Sky Train under a concession framework.

Ms. Barth told the court that the GIIF held a 10 per cent equity interest in AI SkyTrain Consortium Holdings. However, the witness earlier told the court that Ghana Sky Train Limited was incorporated without the knowledge of the GIIF governing board, including its chairman, Prof. Christopher Ameyaw-Akumfi, who is also standing trial alongside Mr. Asamoah.

During cross-examination, counsel referred the witness to Exhibit 21, the audited financial statements of GIIF for the year ended December 31, 2019, which recorded a disbursement of $2 million for the Accra Sky Train Project.

The entry indicated that the Fund had invested the amount in AI SkyTrain Consortium Holdings in Mauritius to establish Ghana Sky Train Limited to develop the project. But the witness maintained that he did not recall the board considering or approving the audited financial statements for 2019 and 2020 during his tenure.

He further stated that by December 31, 2021, the GIIF board had already been dissolved and therefore could not have approved the document referenced as Exhibit 21.

When counsel referred him to Exhibit 22, the 2020 audited financial statement which also contained the same entry on the $2 million investment, the witness reiterated his earlier position.

He insisted that the document was not considered or approved by the board on which he served, adding that if it had been reviewed by the board, the reference suggesting board approval of the Sky Train investment would not have appeared in the report.

The witness told the court that he had no opportunity to contest the contents of the documents prior to the trial, as they had never been shown to him as evidence that the board approved the project.

Counsel further questioned whether the witness was impugning the integrity of the reconstituted GIIF board that took office after he left in January, 2021.

In response, the witness said he had not made any allegations against the reconstituted board, stressing that the exhibits in question did not relate to any decision taken by that board.

He also rejected suggestions that he was questioning the integrity of the independent auditors, PricewaterhouseCoopers (PwC) and Boateng and Offei, who audited the 2019 and 2020 financial statements. According to him, the auditors worked with documents submitted by management and therefore could have relied on information that was not formally approved by the board.

He maintained that the GIIF board never authorised the chairman and the CEO to append their signatures to the audited report, and insisted that the question of approval could only be determined by examining the minutes of the board meeting held on October 24, 2018.

Counsel also drew the witness’s attention to Exhibit 29, an email thread from the CEO to members of the audit committee and board dated January 2019, which included attachments relating to the 2019 budget estimates.

In the document, a table projected a $2 million disbursement as development equity for the Sky Train project by February 2019.

The witness acknowledged that the projection appeared in the document but maintained that budget projections did not constitute board approval. He explained that the figures represented intended activities that were subject to final board approval following due diligence.

When it was put to him that he had not been truthful regarding the board’s approval of the Sky Train project, the witness rejected the suggestion.“I have answered all questions truthfully,” he told the court, adding that the matters in dispute were already captured in the board minutes before the court.

He further maintained that final approvals by the board were always subject to due diligence, insisting that the board never granted approval for the Sky Train project. The case was adjourned to March 11, 2026 for continuation of proceedings.

Continuation of cross-examination of PW2

Q. Kindly show the witness Exhibit 29. It is an email from A1 to the Audit Committee members of the GIIF dated Jan 25 2029. Is that not so?
A. That is correct my lady.
Q. You are listed as one of the recipient of the email. Are you not?

A. That is correct.
Q. You will agree with me that as of 25th January 2019, you were a member of the Audit Committee of GIIF board. Were you not?
A. No, I was not. I was a member of the Investment and Finance, and the Legal and Human Resource Committee.

Q. Did you respond to Exhibit 29 to indicate that you had been added to the members of the Audit Committee by mistake?
A. No. I believe I was added to the list because at that material time I was still serving as secretary to the committees of the board including the Audit Committee.
Q. You were not copied in your capacity as secretary to the Audit Committee, were you?

A. Yes, my Lady. The email was sent to myself with two other members of the board. The only person copied on the email was the chairman of the board. My inclusion among the list was simply because I was weaving as the secretary to the board.

At one of the court’s sitting, I was asked to produce the minutes of March 2019, I believe that lends credence to the fact that this email was sent to me because I was the secretary to the board. To the best of my recollection, Nana Afua Ababio who was also a recipient of this email was not a member of the Audit Committee.

Q. Do you see any response from Nana Afua Ababio that Exhibit 29 was sent to her in error?
A. No she did not.
Q. When did you find out that $2 million was disbursed in furtherance of the Sky Train Project?

A. I cannot recollect the exact date.
Q. You found out before you were invited by the NIB for investigations regarding the Sky Train Project in March 2025?
A. I got to know that the monies had been paid before I was invited to the office of the NIB.

Q. Would this have been in the year 2025 of before that?
A. The exact period I cannot recollect. But what I do remember as I told the court earlier on was when the management of GIIF appeared before the Public Accounts Committee and the matter about the payment of the $2 million was deliberated upon by the Committee.

That was when I informed the secretary of GIIF that the board never gave such approval to the Sky Train Project and the board never gave its approval to the payment of the sum of $2 million.

Q. At the time you have this information to Ms. Harriet Aban you had exited the GIIF board. Is that so?

A. That is correct.
Q. In which year did you leave the GIIF board?
A. January 2021. We had a meeting in January 2021.
Q. Please give the witness Exhibits 21 and 22. Have a look at Exhibit 21 and confirm that you are listed as a member governing board of GIIF on page 1?

A. Yes on page 1 of Exhibit 21, I am listed as one of the members of the governing board of the Ghana Infrastructure Investment Fund. And if I may add, at page 2 of this same exhibit, the court would find that I am listed as a member of the Investment and Finance Committee. My name however is not listed as member of the Audit Committee.

One also does not find my name as member of the Human Resource and Legal Committee although I was a member of the Human Resource and Legal Committees.

Q. You are aware that there was a practice on the GIIF board where members of committees were rotated to other committees of the board from time to time. Are you not?

A. No please. What happened was that the chairs of the committees were changed. In the case of the Investment and Finance Committee after a couple of years, Kodua Fokuo was replaced by Nana Afua Ababio while Ms. Yvonne Sowah, then chair of the Human Resources and Legal Committee. I believe swapped position with Mr. Andrew Agyekum Boateng.

Q. In your capacity as a former member of the GIIF board and acting secretary to its committees, please describe the process that the GIIF board adopted in approving of its audited financial statements?

A. To the best of my recollection, when we came into office GIIF was being audited by one of the big from audit firms in the country. At the end of their audit they would furnish the board with their audited account and I believe the audited accounts would be circulated. Sometime in the year 2019, management informed us that they had received a letter from the Auditor General informing management that a local firm had been appointed by them to audit the books of GIIF.

Considering the unique status of the institution and mindful of the desire to attract foreign investment into the fund, management was of the opinion that in order to give assurance that the books of GIIF were in accordance with international standards, it was important that the auditing should be carried out by one of the big four auditing firms.

This led to the delay in the auditing of the books of GIIF. At the end of the day the Auditor General stood his grounds and a local firm was appointed to audit the books of GIIF.

This is why one finds on Exhibit 20 dated June 1, 2020 though intended to cover the financial year ending December 31, 2021, the report of the Auditor General covered financial activities undertaken by GIIF over a period of two years ending December 31, 2020.
In other words, there was a delay in the issuance of the audited accounts for the years 2019 and 2020.

The audited accounts for the year 2019, Exhibit 21 was signed off by the auditors on 4th November 2020. However, on pages 4 and 9 of Exhibit 21, one finds that the chairman and the Chief Executive officer appended their signatures to this document on November 3, 2020. I may have to cross check the whether an approval was given by the board as one reads on page 9 that their signing was after the audited accounts had been considered and approved by the board.

Exhibit 22 a as covering the financial period ending December 31, 2020 was signed by the chairman and the CEO on May 31, 2021 at page 4 though one finds at page 8 that this report bares the date 22 June, 2021. By this date, the board had been reconstituted. And I was no more a member of the GIIF board. So, I won’t state that Exhibit 22 was not approved by the board of which I was a member.

Considering the date on Exhibit 21, I would have to confirm whether the board of which I was a member did approve audited accounts for the financial year ended 31st December 2019.
Exhibit 10 is a record of the meeting of the board of directors of the Ghana infrastructure investment fund held on 22nd day of December 2020. By this exhibit, the meeting took place after the signature date found on page 4 of Exhibit 21 which I have referred to this morning.

At page 7 of Exhibit 10, item 4.1.. as had been audited by PWC and Boateng… one does not find the consideration of the audited accounts for the year 2019 in the minutes of exhibit 10.
I may have to confirm whether the accounts of 2019 were approved by the board of that subsisting board, which I was member.

Q. Please confirm the following steps that are usually adopted by the GIIF board in approving of its audited financials from 2017 when you joined till you exit in January 2021 (according to you). I will give you the opportunity to respond on each step with one question.

First the Audit Committee of the board with the support of the CFO would present the draft audited financial statement to the entire board for discussion. Is that correct?

A. I do not recollect draft audited financial statement being submitted to the board for discussion.
Q. When you talked about the audit report being circulated to members of the board I believe you were referring to unsigned or draft version of the report. Were you not?

A. The draft audit report goes to management for their comments and it is upon receipt of their comments that the auditors finalise their report and send final audit report to the board.

Q. That final audit report comes without signatures. Does it not?
A. They should come as a signed report. To the best of my recollection.
Q. What the auditors sign is a management letter and not the draft audited financials, which are yet to be approved by the board at that stage. Is that not so?

A. We were not furnished with a management letter referred to by counsel.
Q. Are you aware that that management letter is the standard document that must if necessity be produced by any independent auditor conducting auditing of the financials of a company.

A. My Lady my answer was that we were not furnished a management letter as a board. I did not spiral about standard procedures that accompany final audit report.

Q. Yes you did not that is why I am asking you whether you are aware as a former board member of GIIF with legal training whether you are aware that a management letter is the standard document that must come with an audit of a company’s financials.

A. An audited account submitted by an audit firm is accompanied by a letter by the auditors who conducted the audit.
Q. In GIIF’s case the draft audit report as you call it has to be considered by the full board and approved before it could be signed by the CEO and Chairman of the board. Is that not so?

A. That would be the practice. But I do not recollect the board of which I was member considering and approving the audited account for the years 2019 and 2020. And as I stated earlier on, it was at our meeting of 22nd December, 202 that the Chief Financial Officer informed the board that the accounts for the year 2019 had been audited by PWC and Boateng Offei in a joint audit.

Less than a couple of months after this meeting the board was reconstituted and I ceased to be a member of the board. The CEO remained in office. The only person retained was Nana Afua Ababio.

Q. Are you aware that under the GIIF Act section 28 to be precise, board members are responsible for the preparation of financial statement prior to those stalwarts being audited?

A. The board holds a fiduciary duty to the Fund and this includes having the books of the Fund audited. And by this theorisation of financials statements.
Q. Would you be surprised to learn that your fellow board member, Yaw Odame Darkwa has confirmed to this court that the financial statements of 2020 and 2021 were duly approved by the entire GIIF board before the CEO and Chairman appended their signatures to them?

A. That would be surprising. The dates on exhibits 20, 21 and 22 speak for themselves. In addition, exhibit 10, the meeting of 22nd December, 2020 bears no such record. And to restate by the end of January 2021, the board of which I was a member had been reconstituted. Consequently, unless my memory fails me these audited accounts should have been considered by the board that replaced us.

In saying this, when we came in as a new board in 2017, we had to consider the audited accounts for the year that preceded our assumption of office.
Q. You were still on the board of GIIF on 3rd November, 2020?

A. That is correct.
Q. And you are aware that the CEO and the board chairman are only supposed to sign the audited financials of GIIF upon the GIIF board’s approval of those financials.

A. That is correct.
Q. And so the date of the GIIF board’s approval of its audited financials must either be before or on the same date that the signatures of the CEO and the Chairman are appended. Is that not so?

A. The chairman and the CEO can append their signatures to financial statement approved by the board either on the day that the board have its approval or any day after. What I drew the attention of the court to in Exhibit 21 is that one finds at page 8 the signatures of the auditors after which one finds the date 4th November, 2020.

At page 4 where one finds the signatures of the chairman and the CEO one finds that date states there to be 3rd November, 2020.
Since they were appending their signatures to a document dated 4th November, 2020 one would have expected that the date should be after the 4th of November, but not a day before this date.

Q. The difference in the date that the CEO and the board chairman on one hand appended their signatures and that of the auditors on the other hand is of no consequence whatsoever. I’m suggesting that you.

A. On the contrary I cannot by any stretch of imagination bear a date when that document had not been signed off or created by the originator of the document. The date of 4th November, 2020 found at page 8 of Exhibit 21 is part of the entire document when it left the offices of the people who authored this, that is the auditors.

Knowing that this document was going to be subjected to examination by the board at a later date one finds at page 9 of this same exhibit the following words: “these financial systems on pages 9 to 48 were approved by the governing board” followed by hand written words 3rd November and followed by the word, 2020 and signed in its behalf.”

Space was created by the auditors who authored this document for a date to be inserted to make the sentence complete. But from the reason of this document the word 3rd November were not written by the auditors. The word 3rd November were inserted by the persons who appended their signatures to this page.

And this is why I re-emphasised that the supposed approval or date of signing of this exhibit by the chairman and the CEO could not have predated the date 4th November found on page 8.

Q. Since January 2021, when you say you left the board of GIIF, did it occur to you relevant to verify the board’s approval of GIIF’s 2019 and 2020 audited financials?
A. Since I was no more a member of the board and the company has perpetual succession, I believe that the board who came into office after we had exited would have dealt with this matter in the same way that we dealt with the audited account of the years that preceded our coming into office.

 

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