Ex-police officer: Najib could veto 1MDB board decisions under the M&A framework
Retired police officer R. Rajagopal testified on Tuesday that, based on the memorandum and articles of association (M&A) of 1Malaysia Development Bhd (1MDB), Najib Razak could refuse decisions pushed up to him by the board of directors as the sole shareholder. The testimony unfolded in the ongoing 1MDB-Tanore trial, where the defence has repeatedly argued that Najib’s supposed control over the firm was not absolute and that the board bore responsibility for due diligence and decision-making. Rajagopal, who served as a police investigator on the case for many years, provided a nuanced view of how the M&A framework governed senior-level decision-making and the power dynamics between the prime minister, as shareholder, and the board.
Background to 1MDB, the M&A framework, and the power structure
1MDB, a strategic development company, has been at the center of one of Malaysia’s most scrutinized financial scandals in recent memory. The prosecution in the 1MDB-Tanore trial contends that several provisions of the M&A—particularly Articles 68, 93, and 117—bestowed significant influence over corporate decisions in the hands of Najib Razak, who served in multiple roles related to the firm during the period in question. Article 68 relates to the prime minister’s authority to appoint and remove company directors, a feature that the prosecution argues gave Najib substantial sway over the company’s leadership structure. Article 93 concerns Najib’s designation as chairman of the board of advisers (BOA), which was presented as a channel through which the PM could influence strategic guidance and oversight. Article 117 addresses the PM’s power to approve major company decisions, a provision that, if interpreted strictly by the prosecution, would place Najib at the center of high-stakes corporate authorization.
The defence, however, contends that these articles do not confer “absolute power” on Najib to dictate corporate matters, arguing that the board and proper governance mechanisms must still be observed, with due diligence becoming a critical safeguard. In the courtroom, this distinction has become a focal point as the defence seeks to demonstrate that the board’s processes and the statutory framework constrained Najib’s influence, even when he wore multiple hats in relation to 1MDB. The protection of due process and governance norms, according to the defence, would limit unilateral action by the PM and place a robust check on any decision that could financially or strategically affect the country’s economy.
Rajagopal’s testimony put a spotlight on how, under the M&A, decisions with major implications for the economy needed to be presented to Najib as the shareholder. This line of inquiry fed directly into the larger debate about whether Najib could unilaterally green-light or veto critical transactions, or whether such actions required broader consensus from the board and alignment with the shareholder’s overarching expectations. The exchange between Rajagopal and the defence’s lead counsel, Tan Sri Muhammad Shafee Abdullah, helped illuminate the practical interpretation of the M&A provisions as they were intended to operate in real-time decision-making.
In this broader context, the trial has spent years dissecting not only the alleged misappropriations but also the governance structure surrounding 1MDB’s operations. The M&A’s role in shaping power dynamics is thus central to both sides’ arguments: the prosecution emphasizes Najib’s capacity to influence major outcomes, while the defence emphasizes the procedural safeguards that would have prevented unilateral misdirection of funds or policy decisions. The court’s task has been to parse the legal texts, the documentary record, and the testimonies to determine how these governance rules played out in practice, and whether they allowed for the kind of control the prosecution claims Najib exercised.
Rajagopal’s testimony on Najib’s ability to refuse board decisions
On the witness stand, Rajagopal stated that Najib could refuse decisions presented to him by the board of directors, consistent with the M&A’s framework regarding a sole shareholder’s oversight. He framed this as a procedural possibility rather than a description of any specific act of refusal in the 1MDB case. The line of questioning from Shafee gravitated toward understanding what would happen if Najib refused to sign off on the board’s recommendations. Rajagopal affirmed that such a refusal was permissible under the M&A, and explained the procedural consequences that would follow: the decision would be redirected back to the board and then to the shareholder for reconsideration, with the board needing to satisfy the shareholder’s concerns before any final action could be taken.
This exchange centered on the practical functioning of the M&A as a governance tool. If Najib chose to withhold approval, the default mechanism would push the matter back through the governance hierarchy, thereby creating an opportunity for additional scrutiny and potential adjustments before any binding decision could be executed. The defense’s formulation of the question aimed to establish that the PM’s power, while significant, was not absolute. If Najib objected or delayed action, the M&A would mandate a re-engagement with the board and ultimately with the shareholder, thereby ensuring that the decision would still be subject to oversight and potential modification.
The defence emphasized that Articles 68, 93, and 117 do not grant Najib absolute control over all corporate matters. Instead, these articles, viewed in combination with the M&A’s other provisions, create a framework in which major decisions require a collaborative process among the board and the shareholder. As Rajagopal testified, the existence of such a framework implies that the PM’s role, though influential, was mediated by governance requirements and procedural steps that would enforce accountability and due diligence. The court thus heard a nuanced portrayal of how Najib’s power might be exercised, or restrained, depending on the procedural context and the presence of checks and balances embedded within the M&A.
During cross-examination, the defence pressed for a clear statement about whether Najib could directly instruct or authorize transactions that would divert funds or have significant implications for the country. Rajagopal conceded that he did not find direct documentary evidence showing Najib explicitly directing funds toward personal gain. He distinguished “direct evidence” of instruction from the broader systemic pattern in which the M&A framework would require board approval and shareholder consent for transactions. In other words, while there was no straightforward documentary proof of Najib issuing a directive to divert funds, the company’s operating model—rooted in the M&A and the PM’s central role—could still result in outcomes aligned with Najib’s preferences if the board and shareholder approved such moves. The interpretation offered by Rajagopal thus highlighted a potential alignment between the formal governance structure and the actual corporate behavior, without asserting a direct, explicit directive from Najib.
Shafee and Rajagopal also delved into the duration and scope of Rajagopal’s investigation. Rajagopal made clear that his inquiry began in earnest when he took over the case in September 2015, but that the investigation’s momentum intensified after Parliament’s Public Accounts Committee (PAC) released its report on the 1MDB scandal in April 2016. He explained that the initial phase of the investigation did not identify a single suspect, with Najib emerging as the focal point around 2019 as investigators examined the transaction patterns and governance decisions that characterized 1MDB’s operations. The trial has thus framed Rajagopal’s testimony within a longer arc of investigative activity, showing how the case evolved from early inquiries to a more targeted focus on Najib’s possible role in the misappropriation and related activities.
In his testimony, Rajagopal also asserted that, during his policing career and in the course of this case, there was no evidence suggesting that the authorities were instructed to withhold or delay the investigation. He stated that such directives were not known to him or his team based on his knowledge of the inquiry. This assertion aimed to counter any impression that the investigation had been obstructed or manipulated, reinforcing the portrayal of a professional and independent inquiry that followed due process. It is important to note that the defence has consistently sought to portray a governance framework with adequate safeguards, and Rajagopal’s testimony was leveraged to reinforce that narrative by underscoring the procedural dynamics of the M&A and the board-shareholder relationship.
The Articles 68, 93, and 117: contentions over power and authority
The trial has repeatedly centered on Articles 68, 93, and 117 of the M&A, with the prosecution arguing that these provisions collectively codify Najib’s dominant influence over 1MDB. Article 68, which concerns the PM’s authority to appoint and fire company directors, is often cited as the core channel through which Najib could shape the corporate leadership and strategic direction of the firm. The prosecution contends that this power, combined with Najib’s position as PM and as the PM’s designation as BOA chairman under Article 93, could confer extraordinary control over important decisions. Article 117’s focus on the PM’s approval for major company actions further compounds the argument that Najib had a decisive role in the high-level authorization of significant corporate transactions. If these articles were interpreted in the most expansive manner the prosecution advocates, Najib’s influence would be effectively pervasive, especially in decisions with profound economic consequences.
The defence, in contrast, asserts that these articles do not translate into a blanket grant of authority. They argue that the PM’s power is bounded by governance structures, board oversight, and due diligence requirements that must be observed before any major action can be taken. The defence posits that the board and the shareholder cannot be deemed mere spectators to Najib’s preferences. They emphasize that the M&A requires a collaborative process, and that the BOA, as an advisory body, does not grant the PM unilateral control over all operations of the company. The argument is that the board’s independent obligations and the need for shareholder affirmation create a counterweight to any perceived absolute power. The crux of the argument rests on whether the M&A’s provisions truly create a framework of accountability or if, in practice, certain interpretations could enable a de facto concentration of control in the PM’s hands.
Rajagopal’s discussion of Article 117 during re-examination underscored an important point: while the provision provides for PM approval of major decisions, there were “no documents” indicating Najib used this provision to authorize specific transactions in a manner that conclusively demonstrates his green-light for those actions. The absence of direct documentary proof in this area does not absolve Najib of possible influence, but it does complicate the prosecution’s narrative of categorical personal authorization. The defence’s argument here stresses the lack of explicit evidence tying Najib to particular decisions through documented approvals that clearly indicate his direction or instruction. The court is thereby presented with competing readings of the same provision: one that sees it as a tool for dynamic executive governance, and another that views it as a mechanism that must be exercised through formal procedures and explicit approvals.
In this context, the trial presents a nuanced debate about governance, accountability, and the limits of executive power. The possibility that Najib could influence outcomes through the structured channels of the M&A does not necessarily equate to direct personal instruction or misappropriation of funds. The prosecution contends that such influence could explain a pattern of decisions that aligned with Najib’s perceived priorities, while the defence highlights the need for documented proof of direct orders, and points to the absence of such proof as a critical gap in the prosecution’s case.
Najib’s roles: PM, sole shareholder, and BOA chair
Najib Razak held three significant roles in relation to 1MDB during the period under review: the Prime Minister of Malaysia, the sole shareholder in 1MDB in his capacity as the Minister of Finance (MOF) through MOF Inc., and the Chairman of the BOA. Each of these roles carried its own set of responsibilities and potential conflicts of interest. The combination of these roles is central to the prosecution’s argument about Najib’s overarching influence on the company’s governance and strategic decisions. It is essential to understand how this confluence of positions could affect corporate decision-making and what safeguards would be necessary to ensure that decisions were made in the best interest of the nation and the shareholders as a whole, rather than for personal gain or for any other improper reasons.
Throughout the trial, the defence has repeatedly noted that the documentation does not clearly identify which of Najib’s three roles – PM, MOF Inc. minister, or BOA chair – was invoked to authorize any given decision relating to 1MDB. The absence of explicit documentation identifying the precise role Najib played in specific transactions has made it challenging to draw definitive conclusions about his direct involvement. This ambiguity fuels the defense’s narrative that the governance framework required careful qualification of Najib’s involvement, and that the lack of clear role-specific documentation undermines claims of a direct line of decision-making from Najib to the board or to the company’s management.
In the broader context of corporate governance, the juxtaposition of these roles raises important questions about the potential for conflict of interest and the adequacy of oversight mechanisms. The defence’s position implies that even with Najib’s influence as PM, the board’s independence and the governance process should have functioned effectively to deter improper use of authority, and to ensure transparency and accountability. The trial thus engages with a fundamental governance issue: how to balance the executive prerogatives of a national leader with robust corporate governance to prevent misuse of public resources.
As the trial proceeded, Rajagopal’s testimony sought to illustrate how the M&A framework would operate in practice under Najib’s triple-role scenario. He indicated that, despite Najib’s central position, the processes dictated by the M&A would require the board to act within defined parameters and for the shareholder to be satisfied before any significant action could be finalized. This articulation supports the defense’s argument that the governance structure existed to prevent unilateral actions, thereby limiting the PM’s ability to push through major decisions without due process and verification.
Direct evidence of diversion of funds: absence vs. systemic operation
A critical element of Rajagopal’s testimony was the assertion that there was no direct evidence showing Najib instructed the diversion or misallocation of 1MDB funds for his personal benefit. This is a pivotal point for both sides: the prosecution seeks to connect Najib to improper financial flows through a broader pattern of governance failures and misappropriations, while the defense contends that without explicit directive evidence, one cannot attribute personal misappropriation to Najib with certainty.
Nevertheless, Rajagopal added that the company’s operating model—grounded in the M&A—implied that transactions needed to pass through the board and the shareholder for approval. In this view, even if there were no explicit instructions from Najib, the governance framework could facilitate outcomes aligned with Najib’s preferences if the board and the shareholder approved certain transactions. The distinction between direct instruction and indirect influence becomes a nuanced question of how power dynamics operate within a formal governance structure.
Shafee pressed for a definitive answer about whether there was direct evidence of Najib instructing monies to be diverted for personal benefit. Rajagopal responded that he had not encountered any direct evidence of Najib issuing a directive to move funds in a particular direction for personal gain. This nuance does not (in the eyes of the defence) absolve Najib if other evidence or patterns showed a clear route from high-level decisions to misappropriation outcomes. Yet it does complicate the prosecution’s case by requiring it to prove a direct line of instruction, which may be difficult to establish solely from documentary records.
The discussion also touched on how the investigation evolved. Rajagopal noted that his team did not receive instructions to withhold or delay investigations, according to his knowledge. This assertion is meant to reassure the court about the integrity and independence of the investigative process. The lack of evidence indicating deliberate interference with the investigation underscores the defense’s argument that the inquiry was conducted according to standard procedures and with due process, even as it pursued a highly scrutinized financial case.
In parallel, the prosecution’s dialogue with Rajagopal acknowledged the possibility that Najib benefited personally from the misappropriation, as Rajagopal had previously testified in the case. He agreed that Najib had benefited directly from the misappropriation—though the precise nature of that benefit, and whether it could be traced to specific transactions or decisions, remained a matter of ongoing exploration within the trial. The case’s narrative thus includes multiple layers: a direct involvement claim by the prosecution, a defense that emphasizes governance safeguards and lack of direct order documentation, and a broader discussion about how systemic misallocations could occur within a framework where several individuals benefited in various ways, with Najib alleged to have benefited personally.
Investigative timeline, career notes, and trial context
Rajagopal is a veteran officer who joined the police force at the age of 19 and served for 41 years. He testified that his investigative focus on 1MDB intensified after an April 2016 PAC report that drew Parliament’s attention to the 1MDB case and its governance concerns. The timeline is important because it frames how investigators progressed from initial inquiries to a more targeted focus on Najib around 2019. The trial context includes Najib’s charges: four counts of abuse of power and 21 counts of money laundering, which frame the complex legal landscape in which the testimonies are offered.
The ongoing trial, which has now extended into its seventh year, has included numerous instances where the defence has underscored the absence of documentary evidence tying Najib directly to particular decisions. The defence argues that, without explicit role-specific documentation or direct evidence of directives, the case cannot conclusively prove the PM’s direct involvement in misappropriation or specific decisions. Meanwhile, the prosecution continues to argue that the governance framework, combined with Najib’s positions as PM, MOF minister, and BOA chair, created a network in which the PM could influence and direct the trajectory of 1MDB’s major decisions, thereby enabling the misappropriation.
The court’s proceedings thus revolve around a careful examination of documentary records, governance structures, and the testimonies of witnesses who have studied 1MDB’s corporate governance, funding flows, and decision-making processes. Each party’s interpretation of the M&A provisions bears heavily on whether Najib’s influence is interpreted as extraordinary and overbearing, or whether it is seen as substantial but appropriately constrained by governance mechanisms, with the board and the shareholder sharing accountability and oversight responsibilities.
Rajagopal’s testimony also referenced the practical aspects of the 1MDB operation under Najib’s leadership. He described how the company’s transactions required board approval and shareholder consent, and how the M&A’s framework would channel decisions through these channels. The notion of oversight, accountability, and due diligence thus remains central to the trial’s core questions: whether procedures were followed, whether any misappropriation occurred, and whether Najib’s involvement crossed lines into personal gain.
Trial dynamics: the defense’s and prosecution’s framing
The trial has engaged in a broader dialogue about governance, accountability, and the legitimate exercise of authority within a public enterprise. The prosecution’s framing emphasizes Najib’s potential to influence major decisions through his roles, including the PM’s appointment of directors, chairing the BOA, and his authority to approve significant company actions. This framing presents Najib as a central figure whose actions, if misaligned with proper governance, could have contributed to misappropriation or at least to governance failures that allowed funds to be diverted or misused.
The defense counters with a robust emphasis on procedural safeguards, the independence of the board, and the requirement for due diligence in major decisions. By highlighting the absence of direct documentary evidence of Najib issuing specific directives, the defence seeks to undermine the prosecution’s argument that Najib’s influence extended beyond legitimate governance channels. The former PM’s triple roles complicate the narrative, but the defense asserts that governance structures were designed to limit unilateral action and to ensure that large-scale decisions required a transparent and collaborative process.
As the testimony unfolds, the court will continue to weigh whether the M&A’s provisions translate into a functional mechanism for accountability or whether, in practice, the lines between legitimate authority and potential overreach became blurred. The trial’s outcome will depend on how convincingly the witnesses can connect the textual provisions of the M&A with actual decision-making processes and on whether the prosecution can demonstrate a direct, traceable path from Najib’s roles to misappropriation or to decisions that enabled such outcomes.
Courtroom movements, cross-examinations, and future sessions
In this session, the re-examination reiterated that there were no documents proving Najib used Article 117 to authorize a specific decision, while the broader interpretation of the M&A would allow boards and shareholders to act in line with Najib’s preferences when the proper processes were followed. The dynamics of cross-examination served to clarify the practical application of the M&A and to probe whether the absence of direct evidence necessarily weakens the prosecution’s broader narrative about Najib’s influence.
Looking ahead, the trial is likely to address further questions about the precise roles Najib played in various decisions, whether additional documentation could be uncovered to illuminate the decision-making trail, and how the board’s due diligence was carried out in practice. The legal arguments will continue to pivot on the interplay between formal governance provisions and the actual behavior patterns observed in 1MDB’s operations during Najib’s tenure.
The trial’s course will also factor in testimonies from other witnesses and the defense’s ongoing attempt to illustrate governance safeguards that would constrain any unilateral actions by the PM. The court’s task remains to reconcile the textual safeguards of the M&A with the factual record of 1MDB’s operations and to determine whether Najib’s involvement met the threshold for criminal liability under the charges of abuse of power and money laundering.
Implications for governance and accountability in state-linked enterprises
Beyond the courtroom, the proceedings invite a broader reflection on how governance structures function in state-linked or sovereign-backed enterprises. The 1MDB case underscores the importance of robust checks and balances, clear documentation, and transparent decision-making processes to prevent potential misuse of public resources. The defense’s emphasis on governance safeguards and due diligence resonates with standard best practices in corporate governance, particularly in entities where the state acts as a significant, if not sole, owner. The absence of direct evidence linking Najib to specific directives does not automatically exonerate him, but it does highlight the complexities of proving criminal liability in cases where power is exercised within a formal governance framework with multiple layers of oversight.
The case also raises questions about how to structure the accountability mechanisms in situations where political leadership intersects with corporate governance. It suggests the need for precise record-keeping of role-specific decisions, explicit approvals for major transactions, and an unambiguous chain of responsibility that can be traced through the board and the shareholder. In a broader sense, the discussions in court may inform policymakers, regulators, and governance professionals about how to design systems that prevent the concentration of power and ensure that even in high-level leadership roles, decisions align with the public interest and the rule of law.
The ongoing courtroom discourse thus has significance beyond the immediate 1MDB-Tanore trial. It touches on governance design, the nature of executive authority, and the practical realities of supervising large, publicly consequential financial ventures. The court’s rulings on how to interpret the M&A’s Articles, and how to weigh direct evidence against systemic governance patterns, may set precedents for how similar cases are approached in the future, contributing to a clearer framework for accountability in state-linked enterprises.
Conclusion
The testimony of retired police officer R. Rajagopal on April 8, 2025, framed a crucial element of the 1MDB-Tanore trial: the interpretation of the M&A’s Articles and the practical governance structure that surrounded 1MDB’s operations under Najib Razak’s leadership. While Rajagopal asserted that Najib could refuse board decisions under the M&A, he also noted that any such decision would need to be routed back to the board and the shareholder for satisfaction, underscoring the existence of a governance mechanism designed to prevent unilateral action. The discussion also highlighted the absence of direct documentary evidence showing Najib giving explicit instructions for fund diversion, even as the broader operating model suggested that the board and the shareholder had to approve transactions in accordance with the M&A.
The trial continues to grapple with whether these governance provisions granted Najib an overarching, possibly improper influence, or whether the structure functioned as intended to safeguard the economy and public resources. The prosecution’s continuing narrative hinges on linking Najib’s roles to concrete decisions and misappropriations, while the defence emphasizes procedural safeguards and the absence of direct directive documentation. As proceedings advance, the court will weigh the competing interpretations of the M&A, the credibility of witness testimonies, and the overall governance record to determine accountability for the events surrounding 1MDB. The case remains a defining moment in Malaysia’s ongoing examination of governance, transparency, and the rules that govern the intersection of political power and state-owned assets.