Trinidad and Tobago
Last month, I wrote on “When Directors must say no” citing the SporTT v Paddington judgment, where Justice Ricky Rahim reminded us that “boards of state enterprises are not rubber stamps.” That case, which resulted in directors being held liable for their failure to scrutinise ministerial instructions signalled what should be the end of an era of passive or politically-sycophantic boardrooms.
However, the challenges of public sector governance in 2025 can no longer be met by tweaking traditional corporate governance frameworks for public use. The landscape is now far more complex, and some might argue, more treacherous. Since the full proclamation of the Public Procurement and Disposal of Public Property Act (PPDPPA), board remit is no longer the sole focus of concern. A new and more complex layer of accountability has emerged. One that shifts the procurement spotlight to public officers, and in particular, the Named Procurement Officer, the Accounting Officer and officers serving on the Procurement and Disposal Advisory Committee (PDAC).
In the ongoing Eastman v CEPEP case with material events occurring under the new regime, a contractor challenged the decision to cancel its contract and the backlash was swift, including challenges to the extension of several contracts just before the election. The court has since referred some matters to the DPP for criminal investigation. I make no comment on the merits, as the case is still before the courts, and I have not seen the pleadings. My reflections are drawn only from what has been reported in the press. From that reporting, one deeper governance concern appears to have gone largely unasked:
When the contract was extended, where were the statutory actors?
* Where were the Named Procurement Officer, the Accounting Officer, the PDAC?
* And when the decision to cancel Eastman’s contract was taken, where were they then?
* If these officers were bypassed, then what is the point of the PPDPPA framework?
* Are our procurement officers genuinely empowered, or are they window dressing while the real decisions happen elsewhere?
These questions go beyond the rights and wrongs of a civil dispute. They go to the heart of public sector governance under the PPDPPA regime. If the actors created by law are not visibly and actively engaged in procurement proceedings, then the system risks replicating the very governance vacuum that the Act was meant to cure.
In this case, as in all cases under the PPDPPA era, the questions are no longer around board responsibility but when and in what circumstances, public officers, with the statutory responsibility for procurement, must say no. No to ministers, to boards, to each other, and to longstanding practices that no longer fit within the PPDPPA regime.
The cost of courage
But let us be honest: this is easier said than done. In our cultural setting, where loyalty and deference to “the chain of command” often trump legal forms, saying no can feel like career suicide. Public officers know the risks: stalled promotions, sudden transfers, administrative leave, manufactured disciplinary charges and non-renewal of contracts. And should they decide to say no and seek redress for retaliatory action before the courts, vindication may come only after years of stress and costly litigation. In that time, the mortgage still needs to be paid. The law empowers them to say no, but the system does little to cushion the personal cost.
It is therefore not enough to tell officers they can say no; we must show how they can do so wisely and lawfully, while protecting themselves. And we must find ways, as professionals, advisors and public officers to create a community of support. That is, of course, if we are serious about transforming public procurement.
Checklist for Courageous Public Officers
Here is a quick checklist for public officers who have the courage to say no:
* Document everything – Keep contemporaneous records of instructions, advice sought and reasons for refusal. A careful paper trail may be the most powerful shield;
* Seek written authority – If pressured, request that directions be put in writing, preferably through lawful shareholder or Cabinet mechanisms rather than informal directives;
* Use Section 40 as a shield – The PPDPPA explicitly protects those who attempt to prevent a breach of the Act. Officers invoking the PPDPPA are not obstructing, they are upholding the law. Ensure the PPDPPA provision that you are seeking to protect is documented in your refusal.
* Escalate strategically – Raise concerns first within the enterprise, then, if necessary, to the Office of Procurement Regulation. Escalation framed as fidelity to the Act, not insubordination, is harder to penalise.
* Find collective courage – When officers act together, through PDACs, professional associations, or networks, they share the burden of resistance and reduce the risk of individual victimisation. Find your tribe.
Drawing the line: Who does what now?
For decades, state enterprise governance blurred the lines between policy oversight and procurement execution. The familiar “tenders committee of the board” epitomised this ambiguity: directors were approving and sometimes directing the award of contracts as if procurement transactions were proper extensions of non-executive board oversight.
The PPDPPA has now ended that era. It compels us to distinguish between two distinct spheres of governance:
* System governance – the remit of the board. Boards remain accountable for policy and strategy. They approve corporate objectives, align annual procurement plans with strategy, monitor systemic risk, and ensure management has sound controls. Their duty is to shape the framework within which procurement occurs—not to approve transactions.
* Transactional governance – the remit of management. Procurement execution is now the responsibility of accounting officers, named procurement officers, and Procurement Disposal and Advisory Committees (PDACs). These officers must conduct every transaction in strict compliance with the Act and its regulations. This is where personal liability—civil, administrative, and criminal—resides.
Put simply: boards govern the system; management governs the transactions. Where the board oversteps—directs an award, a cancellation, or a reconsideration in specific procurement transactions—the public officer must say no, provided of course, that there is demonstrable PPDPPA non compliance.
Boardroom tabanca: When directors can’t let go
Image: Procurement-in-handwriting