A former board member of the Ghana Infrastructure Investment Fund (GIIF), Kofi Boakye, has told the High Court in Accra that he was directed by the Board chairman to halt the signing of a proposed US$9 million agreement with Emirates Capital, after discovering details of the deal in an email attachment.
Mr Kofi Boakye, who is testifying in the ongoing US$2 million Accra Sky Train trial, made the revelation under cross-examination on Thursday, February 26, 2026 before Her Ladyship Audrey Kocuvie-Tay.
He said the discovery was made after he received an email from the former Chief Executive Officer of GIIF, Solomon Asamoah, the first accused (A1) in the case.
Attached to the email was a Memorandum of Understanding (MoU) between GIIF and Emirates Capital.
According to Mr Boakye, upon reading the MoU, he realised that GIIF was expected to pay about US$9 million to Emirates Capital to establish a sub-fund.
He said the Board chair subsequently instructed him to ensure that no agreement was reached with Emirates Capital, until the matter had been further considered by the board.
Mr Kofi Boakye added that when members of the Investment Committee (IC) later met representatives of Emirates Capital, the team had come “for the sole purpose of signing the MoU and not to discuss the terms of engagement.”
He explained that the IC serves as the link between management and the board and that management is required to update the committee on GIIF matters during meetings.
Board approval in dispute
During the continuation of cross-examination by Victoria Barth, counsel for A1, Mr Boakye maintained that the GIIF board never gave formal approval for the Fund to participate in the Accra Sky Train project.
Counsel referred him to portions of Exhibit 28A, including paragraphs 6.4 to 6.6, which state that a South African consortium submitted a proposal for the Sky Train project and that an MoU was signed on February 22, 2018 between Africa Investor (AI) and the Ministry of Railway Development to facilitate a pre-feasibility study.
Mr Kofi Boakye acknowledged that the document so stated but insisted that GIIF had nothing to do with the MoU signed between AI and the Ministry, as the board had not approved the project.
He further pointed to board minutes dated November 19, 2019 (Exhibit 6), which captured concerns that although GIIF was said to be part of the South African consortium, the board had not sighted any consortium agreement.
Mr Boakye stressed that although presentations had been made to the Investment Committee, no recommendation had been forwarded to the board for approval of GIIF’s participation in the Sky Train project.
Agenda controversy
Counsel also questioned Mr Kofi Boakye about board proceedings on October 24, 2018, suggesting that the Sky Train project had been discussed and referenced as having board approval.
Mr Boakye maintained that the project was not listed as a standalone agenda item for consideration and approval at that meeting. He told the court that the adopted agenda, which he circulated, did not include the Sky Train project for approval.
According to him, references to the project in the minutes arose under “management report” and “project portfolio update,” not as a matter placed before the board for formal approval.
He explained that GIIF has several levels of approval and that any final board approval would typically be subject to due diligence and the procurement of professional services, including legal consultants, in accordance with the Public Procurement Act.
Mr Boakye further testified that although Exhibit 28A contained references to exceptional circumstances under Section 40(1)(a) of the Public Procurement Act, it was not within the CEO’s mandate to make definitive procurement determinations without board backing.
The case continues, with the second accused (A2) represented by Godfred Gyimah Okyere, holding brief for Yaw Acheampong Boafo, while Sefakor Batse appears for the prosecution.
Proceedings have been adjourned to March 2, 2026, for further cross-examination.
Cross Examination Questions & Answers
Question (Q): Victoria Barth, Counsel for A1
Answer (A): Mr Kofi Boakye, testifying in the ongoing trial
Q. You have had the opportunity to refresh your memory on the content of Exhibits 28 and 28A. Is that not so?
A. Yes.
Q. So you will agree with me that as stated in paragraph 6.4 on page 13 of Exhibit 24A, AI and its investment partners formed the South African consortium and submitted a proposal for a light grill Accra Sky Train investment project.
A. Item 6.4 states that the South African consortium was formed and the consortium submitted a proposal to the minister in line with the Accra Sky train investment project.
Q. You will also agree with me that as stated in item 6.5 on page 13 of Exhibit 28A, a MoU was signed between AI and the Ministry of Railway development (MoRD) on 22nd February, 2018 to facilitate the development of a Pre-feasibility study for a significant Accra Sky train investment. Is that not so?
A. Yes, Item 6.5 does state that a MoU was signed between AI and the ministry of railway development. It also states that the consortium had conducted the in-depth pre feasibility study where they assessed the feasibly and initial cost of the price….
Though mention is made of a South African consortium the membership of this consortium is not stated.
… at exhibit 6, the board meeting of 19 November 2019, in item 3.1 after the CEO had been invited by the Chairman to update the board on the status of the Accra Sky Train project, paragraph 3, “the board expressed concern that GIIF is part of the South African consortium, AI Sky train consortium holding on the Accra Sky train project, however, as at now, the board has not seen any record on the consortium. Even the consortium agreement has not been sighted.
From the CEO’s update the concession agreement was negotiated between the Ministry of Finance (MoF), Attorney General’s Office and when Ministry of Railway Development without GIIF’s involvement… GIIF cannot rely on AI Sky train consortium holding’s words to protect GIIF’s interest; GIIF in such situations must have legal consultants on the project representing GIIF’s interest.”
My Lady though item 6.4 and 6.5 in Exhibit 28A does state what one finds there, GIIF had nothing to do with the MoU signed between AI and the Ministry of Railway Development since the board had not given its approval to the project. Had such an approval been given then as found in the board minutes of Exhibit 6, the services of lawyers would have been procured as part of the approval process to represent and ensure that GIIF’s interests are protected at all times.
Q. You will also agree with me that according to item 6.6 on paragraph 13 of Exhibit 28A, GIIF became involved with the Sky train project after the pre feasibility study had been concluded by the consortium.
A. At no point in time was an approval given by the board that GIIF should participate in the Sky train project. Yes, a presentation had been made to the investment committee but the investment committee was yet to give its recommendation of the project to the GIIF board.
Q. There is a subheading – ‘GIIF entry and role’. Is that not so?
A. Those words are indeed captured on page 13.
Q. Under that subheading is item 6.6. The first sentence of which reads as follows – “after the pre feasibility was concluded and following several months of engagement in the project, the Ghana Infrastructure Investment Fund (GIIF), a body corporate wholly owned by the Republic of Ghana and established pursuant to the Ghana Infrastructure Investment Act, 2014 (Act 877), joined the project, as the local project development partner and anchor equity investor.” Is that so?
A. The statement found there as it has been quoted by counsel. But the board of GIIF never gave a formal approval that GIIF partakes in this project. A presentation had been made to IC, and IC had directed management to return with an investment memo on the sky train project for it to be considered by the committee and recommendation made to the board. The IC did not recommend to the board that it participates or joins the sky train project.
Q. When you received Exhibit 28A in February 2019, as a board member knowing that the board had not given any approval for GIIF to participate in the sky train project (as you claim) you did not respond to the CEO to object to the GIIF participating in the project. Did you?
A. The concerns of members of the board have been captured in the meeting of 19 November, 2018 Exhibit 6.
Q. Is it your case that from February 5, 2019 when the update in Exhibit 28A was provided to all board members, none of the board members expressed any concerns or whatsoever until nine months later, when an emergency meeting was called in Exhibit 6?
A. On the contrary, members had always asked for updates on the sky train project from the CEO. But when it became apparent a requirement for information was made to be proved. That became one of the key matters for discussion. Exhibit 6 therefore captures some of the concerns of members.
Q. Look at Exhibit 26. It is an email dated November 19, 2018 sent at 7:04am by the CEO to all board members on the subject – ‘Sky Train FAQ? Is that not so?
A. That is correct.
A. In Exhibit 26, the CEO stated as follows… dear board members the sky train has been receiving some media publicity. I’ve noticed that there have been some misrepresentations on the project. I will put together some… please follow up with any questions?
A. Yes.
Q. You acknowledged receipt of this Exhibit 26 on the same day at 10:42am. Is that correct?
A. I did acknowledge the email sent by the CEO.
Q. Please read the content of your response to the hearing of the court?
A. My question is, so who is your targeted audience. Please note that people do not read so a summary gives a…
Q. Exhibit 26 was sent less than a month after the meeting of 24 October 2018 the minutes of which are captured in Exhibit 4?
A. That is correct. Exhibit 26 is dated November 19 and exhibit 4 is dated 24 October 2018.
Q. I’m your response you commented on exhibit 26A which is the acres sky train frequently asks questions (FAQs) document which attached to the email I’m exhibit 26.
A. That is correct.
Q. According to you, the sky train project was not presented to the board of GIIF for ‘its consideration and approval at the meeting of 24 October, 2018. Is that correct?
A. That is correct. When I was asked to go through the document at the last adjustment date, the agenda for that meeting of 24 October, 2018 was sent by me to all members of the board.
The items listed for the agenda for the meeting of 24 October, 2018 are as follows:
1. Opening prayer
2. Adoption of agenda
3. Review and approval of minutes of previous meetings
4. Matters arising from minutes of previous meetings.
5. Report on the human resource/legal committee
6. Report from investment and finance committee
7. Management report detailing project portfolio update, application for grants or financial support and funding for projects.
8. Any other project
9. Next meeting date
10. Closing.
If the court looks at exhibit the meeting of 24 October, 2018 one would find these agenda items as considered at the meeting. In the minutes under times 6.0 and 7.3 one finds a discussion of agenda item number 7 as co gained in the minutes, where management gave an update of its activities.
The sky train project was never up for consideration and approval at the meeting of 24 October 2018. It’s nowhere in the agenda that I sent. It is nowhere in the minutes of 24 October, 2018. References, therefore, to an agenda sent via email by the CEO to the board that at the meeting scheduled to take place where the sky train project was to be considered and approved should be read, subject to the CEO’s caveat in the same email that a formal agenda detailing items for consideration and approval would be sent by me.
One, therefore, has to discard completely the agenda sent by the CEO.
Q. You will agree with me that the board had the power to discuss agenda items that may not have been captured in your agenda (circulated as exhibit 25) at the meeting of 24 October 2017.
A. Yes. Item number 2 found in the notice of meeting sent by me reads: “adoption of agenda.” At page 2 of exhibit 4 under items 1.3, it reads “Ms. Cecilia Gambah moved for the adoption of the agenda for the meeting and was seconded by Ms. Yvonne Sowah, after which the agenda for the meeting was duly adopted.” Therefore, the agenda as sent by me was adopted by the board.
Q. Assuming that the agenda that board adopted in item 1.3 of exhibit 4 was the agenda that you circulated in exhibit 25 without any amendment, you will agree with me that you still recorded in exhibit 4 agenda items 7.0 and 7.1 on the Accra sky train project. Did you record that or not?
A. My Lady Items 7.0 and 7.1 touched on the sky train project. If the court goes to agenda item number 7 which is the notice of meeting management was to submit a report detailing “project portfolio update. Application for grant or financial support and funding for projects. Management reported to the board under agenda item number 7 on the sky train project its meeting with JB advisors found at item umber 7.3 and with the item 7.2 the status of the board and into an agreement with Emirates Capital for the purposes of setting up a sub fund.
Of one, therefore, finds that Sky Train was mentioned at this meeting it was so because it came under item number 7 “manage t report”.
Sky train project t was not discussed based on a memo sent by management to board members at this meeting. The Investment committee did not in its report to the board recommend that the board seeks its approval to the sky train project.
Q. You will agree with me that projects portfolio update cover existing or pipe line projects of GIIF?
A. Yes, my Lady. And this project portfolio update may emanate from management or committee of the board.
Q. The specific committee of the board that usually provided project portfolio update was the Investment and Finance Committee. Is that not so?
A. No my lady.
Q. You will agree with me that the Emirates project mentioned in item 7.2 and the proposal to appoint JB Advisors to raise funds on behalf of GIIF mentioned in item 7.3 as well as the sky train project…in item 7.0 and 7.1 had all been considered by the IC at an earlier meeting?
A. The Investment Committee of GIIF had met a team from Emirates Capital at one of our meetings. Though a meeting had been fixed for members of IC to meet a team from Emirates Capital to explore further the possibility of Emirates Capital assisting GIIF to set up a sub fund, members of the committee received an email from the CEO referring to our impending meeting. Attached to this email was a MoU. Upon reading the MoU, I realised that GIIF was expected to pay about $9 million to Emirates Capital for the purposes of establishing such fund.
I quickly ran to the board chair and asked the board chair whether he knew that GIIF was to pay the sum of almost $10 million to emirates capital. He said no but had only been told by the CEO that Emirates Capital was simply to help GIIF look for money outside of Ghana. He therefore instructed me to make sure that no agreement was reached with Emirates Capital until the mater had been dealt with further by the board.
And I must say, at the meeting with Emirates Capital they had come in for the sole purpose of signing the MoU and not to discuss the terms of our engagement. The item delineated upon by IC was various projects that were pending before GIIF. IC serves as the link between management and the board. For this reason, management has to update IC on matters for GIIF at its meetings.
Q. Based on your answer, you will agree with me that the CEO’s reportage to the board which you recorded in items 7.0, 7.1 and 7.3 covered projects that had been discussed by the Investment and Finance Committee at an earlier meeting of the IC?
A. There have been other meetings between the board and IC and the sky train project, the appointment of Emirates Capital.
Q. On Item 7.2 the board expressly deferred its consideration of the emirates transaction?
A. That is correct.
Q. You will also agree with me that you recoded the CEO in item 7.1 of Exhibit 4 as having referenced a board approval of the Accra Sky Train project even though you knew (according to you) that no such approval had been given by the board. Is that correct?
A. As I stated to this court, GIIF has several levels of approval. One therefore has to consider the nature of the approval stated. At the last adjourned date I told this court levels of approval. The nature of the approval process as used by GIIf can be found at page 29 and 30 exhibit 24F.
This mode of approval can also be found on exhibit 11c. If the court looks at exhibit 7, the minutes of 8 January 2020, page 5…
Q. You will agree with me that in Exhibit 7 item 5.1.5 which starts from page 4 to page 5, in the 3rd paragraph that you read there was an express statement indicating that the board will make its final decision upon submission of documents mentioned above. No such qualification was made for when you recorded the board minutes on the sky train project.
A. That is correct. But as the court will find from what I read, the CEO brought to the attention of the board that approval by the board was subject to the conduct of due diligence. In the matter presently before this court, that is the sky train project, at no time did GIIF procure the services of any professional to advise it or conduct due diligence on the sky train project.
Furthermore, GIIF had always procured through the public procurement act lawyers to advise it, draft it vet legal instrument on the approved projects of the board. But in the sky train project no such procurement of services were done in standers processes of GIIF.
Q. Did you read exhibit 28A when it was emailed to you on February 8, 2018 by A1?
A. I may have read it.
Q. If you had read Exhibit 28A you have seen at page 15 and 16 that there was a whole section on public procurement and why in respect of the sky train project the exception process under section 40(1)(a) of the public procurement act was applicable. But you did not read it?
A. My Lady, exhibit 28A sent by Hubert Danso on the AI Sky train consortium and Solomon Asamoah for the Ghana Infrastructure Investment Fund does contain a statement that were exceptional circumstances. It was not in the place of Mr. Solomon Asamoah on behalf of GIIF to state emphatically what he stated in pages 15 to 16. GIIF was mandated by law to appoint experts and consultants to assist it in its activities. For this reason GIIF had always procured services of lawyers for every project.
This statement by Mr. Asamoah is only representative of him making decisions that he is not mandated to make.
Q. So when you received Exhibit 28A in February 2019, did you draw the CEO’s attention to the fact that he had excesses his mandate?
A. In so far as this remains a pipe line project, ie a project yet to be approved by the board, it was only appropriate to wait for the proper documentation to come before the IC have the board and if one would Hafisata Amaleboba e reference to my witness statement I stated there that the CEO provided regular updates on the sky train project as he died in respect of other projects. It is not in my witness statement.
Q. You will agree with me that without any objection form, you and other board members on the content on the update on Exhibit 28A, the CEO would not know that there were reservations about the execution of the sky train project?1
A. The investment committee did bring to the attention of the CEO during its meeting on the need to formally bring all matters to attention of the committee at its meetings and not simply via emails.
Q. So there was no specific communication to the CEO that he was acting without approval between February 2019 and November 2019 when the board members first expressed concerns regarding GIIF bent part of the South African consortium.
A. On the contrary, at page 3 of the money of 19 November 2019, exhibit 6, second paragraph second sentence it reads… members reiterated that the CEO in previous times has been told to inform the board to have a representation of GIIF team on such project…
This meeting was called as members were of the opinion that there was the need to consider the status of the proposal which was yet to be approve led by the board. At some IC meetings these concerns were raised.
Q. Contrary to what you have said, paragraph 2 of item 3.1 on page 3 of exhibit 6 was about the board’s complaint that they had not been informed and invited by the CEO to the signing ceremony in South Africa and not that he was exceeding his mandate in travelling to South Africa pursuant to performance of eve sky train project.
A. My lady, members were not in any way peeved by the fact that they did not travel to South Africa. The sentence only shows the concern expressed by members that an invitation had been extended to them of a programme happening miles away when they could not, even they wish to have attended. The impracticality it honouring such an invitation is seen in the response of the CEO that the email that was sent in error.
From pages 2 to 3,m of exhibit 6 one finds concerns expressed by the board on the status of the sky train project. Concerns about the lack of involvement by the board in the approval processes related to the sky train project.
Q. You recalls that in item 7.1 of Exhibit 4 when you recorded the CEO’s reference to the board approval for the sky train project, you also recorded that he had informed the board that there was an MoU to be executed following that approval. Is that correct?
A. That is correct.
Q. Exhibit 6 dates 19 November 2019 under item 3.0 with the heading “PROJECTS” and item 3.1 Accra “Sky Train” at page 2, the CEO when he was invited by the chairman to update the board on the Sky train project and his recent visit to South Africa, the CEO informed the meeting that “after the memorandum of (MoU) was signed last year, the terms of reference was prepared and the concession agreement was drafted having been negotiated with the ministry of finance (MoF), Attorney General’s office and Ministry of Railway Development.”
He also said that “the concession agreement was signed in South Africa on 12 November 2019 at a signing ceremony with the President of the Republic of Ghana present.”
You will agree with me that this is what is stated in item 3.1 save the last sentences which I have not added.
A. My Lady that is correct. At page 3 of Exhibit 3 the CEO said the purpose of the meeting he attended in South Africa was to choose and negotiate transactions etc with…This meeting had been called because the CEO’s had travelled without notice to the board and upon his return the chairman called for this emergency meeting.
Q. You will agree with me that before the CEO gave the information in paragraph 1 of item 3.1 of Exhibit 6, he had indicated in paragraph 1 that the following steps had been taken in respect of the Sky Train Project: signing of MoU in the previous year. ii: preparation of terms of reference. iii: drafting, negotiation and signing of the concession agreement on 12 November 2019.
A. These item have been stated in paragraph 1 of item 3.1.
Q. So, in your view, as of 19 November 2019, GIIF was not part of the consortium and yet you did not protest that the CEO did not have the approval from GIIF to participate in the stores attendances had already been undertaken including his signing as a witness to the consortium?
A. A person who signs as a witness simply states that he was present when the parties signed the agreement. The CEO was not mandated to enter into any such agreement or serve as a witness. One therefore finds the concern by members that he had done so.
Q. Did you object at the board meeting of 19 November 2019 or any subsequent meeting before you left the GIIF
