U.S. investigators examining the controversial US$42 million consultancy arrangement linked to the AKSA power project in Ghana treated the deal as more than an unusually large commercial advisory contract, according to allegations contained in U.S. court documents.
Prosecutors alleged that the consultancy formed part of a broader arrangement in which payments to a Ghanaian consulting company were used to facilitate and conceal bribes connected to the proposed power project.
The size of the consultancy agreement alone, however, was not the basis of the bribery allegations. A large consultancy fee is not inherently unlawful, and the existence of such a contract does not by itself establish criminal wrongdoing.
Rather, U.S. investigators focused on a combination of factors, including the size and structure of the consultancy fees, payments linked to key project and government milestones, financial transactions through intermediary accounts, communications involving Ghanaian officials and what prosecutors alleged were misleading explanations provided during due diligence.
At the centre of the case was a proposed power project involving a Turkish energy company and the Government of Ghana, with financing arrangements estimated at about US$190 million and a US$75 million letter of credit.
How the Consultancy Deal Reached US$42m
The consultancy arrangement did not initially carry a US$42 million price tag.
According to the U.S. allegations, draft agreements circulated in April 2015 contemplated variable annual payments to a Ghanaian consulting company based on fees payable to the Turkish energy company under the Emergency Power Agreement (EPA).
The proposed arrangement reportedly guaranteed the consultant a minimum payment of US$10 million annually.
The Ghanaian company was also expected to receive reimbursement for expenses and perform functions that included serving as a liaison with the Government of Ghana and state-owned institutions during negotiations over the EPA.
Financial models submitted to a U.S. financial institution reportedly projected annual payments of approximately US$9.7 million to the Ghanaian consulting company based on anticipated electricity generation.
By late May 2015, another element had emerged a proposed US$5 million payment linked to the execution of the EPA.
Court allegations indicate that the amount was subsequently divided into milestone payments tied to developments including agreement on the EPA, execution of the agreement, finalisation of the letter of credit and commencement of operations at the plant.
Success fees and milestone payments are common features of legitimate commercial transactions and are not inherently evidence of wrongdoing.
For investigators, the critical question was what the payments were actually intended to achieve.
From US$25m Negotiations to US$42m Deal
The value and structure of the consultancy agreement continued to change as negotiations progressed.
In August 2015, according to the allegations, the parties considered various payment arrangements, including a US$25 million proposal that was ultimately rejected.
Following a meeting in London around August 15, the parties allegedly settled on an agreement providing for total payments of US$42 million through milestone and periodic payments.
The variable annual payment structure contained in earlier drafts was subsequently removed.
The final consultancy agreement was executed by the Turkish holding company and the Ghanaian consulting company around September 29, 2015.
That timing became relevant to investigators because the Government of Ghana and the Turkish energy company had signed the Emergency Power Agreement about seven weeks earlier, on or around August 10, 2015.
The significance of the US$42 million contract to investigators, therefore, was not simply its size but the alleged connection between substantial payments and milestones associated with government approval and implementation of the project.
Bankers Raise Questions Over Consultancy Payments
The consultancy arrangement subsequently attracted scrutiny from the U.S. financial institution considering financing for the power project.
By June 2015, according to the allegations, bankers had begun questioning payments to the Ghanaian consulting company that appeared in financial models submitted for the project.
The company was reportedly described as the Turkish energy firm’s “local partner,” providing services such as assistance with accommodation, security, local arrangements and advice on permits.
Investigators later compared those descriptions with the scale and structure of the consultancy arrangement.
According to the U.S. case, the financing institution was presented with a significantly narrower description of the consultant’s activities than what was contained in the US$42 million agreement.
Due Diligence Deepens Scrutiny
Questions surrounding the arrangement intensified during a due diligence exercise conducted between late 2015 and early 2016.
According to the allegations, the U.S. financial institution reviewed emails associated with former Goldman Sachs banker Asante Kwaku Berko and identified communications involving Berko, the Ghanaian consulting company, other individuals and Ghanaian officials.
Investigators also examined financial transactions involving accounts connected to the consultancy.
The U.S. case alleges that on February 25, 2016, US$200,000 was transferred from an account belonging to the Turkish energy company to an account belonging to an employee of the Ghanaian consulting company.
On March 4, approximately US$194,000 was allegedly transferred from that account to an account associated with Berko in Ghana.
Investigators considered the alleged movement of funds from the Turkish company through an employee of the consulting company and subsequently into a Berko-linked account relevant to their examination of the transaction.
Questions Over Services Provided
By May 2016, compliance officials at the U.S. financial institution were demanding more detailed information about the Ghanaian consulting company’s role and the services it provided.
According to the court allegations, responses described the company as providing relatively routine local services, including securing visas and arranging vehicle rentals.
The responses reportedly indicated that the consultant had received about US$300,000 for those services and was expected to receive an additional US$200,000 to US$300,000 before completing its involvement.
Prosecutors alleged that Berko was copied on the correspondence, knew that the description was inaccurate and failed to correct it.
The correspondence also allegedly failed to disclose the US$42 million consultancy agreement.
That alleged discrepancy between the consultancy arrangement and the information provided during the financing institution’s compliance process became a significant part of investigators’ case.
Alleged US$250,000 Reimbursement
U.S. prosecutors also cited correspondence from August 2015 allegedly seeking reimbursement of US$250,000 for payments said to have previously been made to Ghanaian officials and other individuals.
According to the allegations, the document contained a breakdown of various payments linked to visas, PURC, GRIDCo engineers, three Ministry of Power officials described in the document as “MoP Girls,” Parliament, travel to Turkey and an amount described as “Asante personal.”
The alleged list also referred to another Ghanaian official and a larger amount reportedly discussed for a senior adviser.
The US$250,000 reimbursement request was reportedly disputed before the parties eventually agreed on US$140,000.
According to prosecutors, the US$140,000 was transferred on September 4, 2015, from an account belonging to the Turkish energy company to an account held by an employee of the Ghanaian consulting company.
Approximately six days later, US$99,900 was allegedly transferred from that account to another account associated with Berko.
For investigators, the alleged sequence of transactions was significant because it appeared to connect funds from the power project with intermediary consultancy accounts and an account linked to Berko.
Other Transactions Come Under Scrutiny
U.S. prosecutors identified several additional financial transactions they alleged formed part of the broader financial trail.
On June 11, 2015, US$75,000 was allegedly transferred from another Ghanaian consulting company to an account in Berko’s name in Ghana.
Approximately US$50,000 was subsequently transferred from that account to his U.S. bank account, according to the allegations.
Prosecutors further alleged that about US$99,900 was transferred to another Berko-linked account in September 2015, while approximately US$194,000 was transferred to another account associated with him in March 2016.
Between September and December 2016, the Turkish energy company allegedly transferred US$1.5 million into a Berko-linked account in Ghana.
Another US$500,000 was allegedly transferred to the same account in February 2017.
These financial transactions, rather than the consultancy agreement in isolation, formed part of the evidence cited by prosecutors in the U.S. proceedings.
Why Investigators Suspected Bribery
The U.S. bribery allegations were built around the cumulative circumstances surrounding the consultancy arrangement and associated financial transactions.
Investigators examined the unusually large consultancy compensation, including early drafts contemplating annual payments approaching US$10 million and the eventual US$42 million agreement.
They also focused on the alleged connection between some payments and government-related milestones, including execution of the EPA, establishment of the letter of credit and commencement of plant operations.
Another concern was the alleged difference between the actual consultancy arrangement and the substantially smaller description of the company’s role presented to the financing institution.
Investigators also considered communications allegedly involving Berko, the consulting company and Ghanaian officials, alongside transfers through consultancy-related accounts into accounts associated with Berko.
Prosecutors further alleged that consulting companies were used to channel or conceal improper payments.
The alleged failure to disclose the US$42 million consultancy agreement during the financial institution’s compliance review also featured prominently in the investigation.
It was this combination of circumstances rather than the mere existence or size of the consultancy contract — that led U.S. investigators to view the arrangement as a potential vehicle for bribery.
More Than US$700,000 in Alleged Bribes
The broader U.S. case alleged that more than US$700,000 in bribes was paid or arranged for Ghanaian officials and other individuals to influence the approval, award and implementation of the power project.
One allegation involved five Ghanaian officials who travelled to Turkey to inspect equipment proposed for the power plant.
According to prosecutors, their flights and hotel accommodation were paid for, while each official allegedly received US$5,000 in cash, bringing the alleged cash payments to US$25,000, excluding travel and accommodation expenses.
The officials subsequently prepared a favourable assessment of the equipment, according to the U.S. allegations.
Investigators considered the timing significant because the alleged payments occurred while the Turkish company was seeking approval for the project.
Financing Ultimately Fell Through
Despite the extensive negotiations and arrangements surrounding the project, the U.S. financial institution ultimately did not provide financing to the Turkish energy company or Ghana for the proposed power plant.
Berko informed the institution of his intention to leave in December 2016, with his employment ending in March 2017.
The significance of the case, however, rests on the specific allegations and evidence presented by U.S. prosecutors rather than on the existence of the consultancy agreement itself.
Large consultancy contracts, government liaison services, success fees and milestone payments can all form part of legitimate commercial arrangements. Transfers between business accounts also do not automatically constitute evidence of bribery.
The U.S. investigators’ case was that, in this particular transaction, otherwise legitimate commercial structures were allegedly combined with concealed payments, misleading disclosures and financial transactions that prosecutors believed pointed to an improper purpose.
That distinction explains why the US$42 million consultancy agreement became central to the investigation.
The allegations do not establish that every payment made or contemplated under the consultancy agreement constituted a bribe, nor does the existence of the contract itself prove criminal wrongdoing.
The central questions concern the purpose of individual payments, the knowledge and intent of the people involved and whether the consultancy arrangement was used to facilitate or conceal improper payments linked to the government-backed power project.
Source: capitalnewsonline.com
