Now that the First Cit­i­zens Bank (FCB) has tran­si­tioned from be­ing a close­ly held state-cor­po­ra­tion, (96.5 per cent) ma­jor­i­ty owned by the Fi­nance Min­is­ter in his ca­pac­i­ty as Cor­po­ra­tion Sole to a pub­lic com­pa­ny (with over 12,000 mi­nor­i­ty share­hold­ers) list­ed on the T&T Stock Ex­change (TTSE), it must be un­der­stood by all that along with this new­ly ac­quired sta­tus comes a greater re­spon­si­bil­i­ty to en­sure com­pli­ance with the sev­er­al pieces of leg­is­la­tion that gov­ern the bank's op­er­a­tions.

For in­stance, re­ceipt of the bank's 2013 An­nu­al Re­port by share­hold­ers sev­er­al weeks ago is ev­i­dence of bank's com­pli­ance with the sec­tion 63 (b) of the Se­cu­ri­ties Act No 17 of 2012, which states that "a re­port­ing is­suer shall, with­in the pre­scribed pe­ri­od, af­ter the end of the fi­nan­cial year send the an­nu­al re­port to each hold­er of its se­cu­ri­ties.." and more specif­i­cal­ly TTSE Rule 602, which re­quires that "every list­ed com­pa­ny shall for­ward with­in 120 days of the com­pa­ny's fi­nan­cial year-end, a print­ed copy of its An­nu­al Re­port, which shall in­clude the share­hold­ings of di­rec­tors, se­nior man­age­ment and con­nect­ed per­sons to each of the com­pa­ny's share/stock­hold­ers, and ...to the Stock Ex­change."

How­ev­er, at the same time, the ab­sence of no­tice of the bank's an­nu­al share­hold­ers meet­ing in the said An­nu­al Re­port or the non-pub­li­ca­tion of same in any of the three dai­ly news­pa­pers tends to sug­gest that the bank might not be in com­pli­ance with sec­tion 109 of the Com­pa­nies Act Chap 81:01, which states that "The di­rec­tors of a com­pa­ny (a) shall call an an­nu­al meet­ing of share­hold­ers not lat­er than 18 months af­ter the com­pa­ny comes in­to ex­is­tence and sub­se­quent­ly not lat­er than 15 months af­ter the hold­ing the last pre­ced­ing an­nu­al meet­ing."

I am not cer­tain if or when last the bank held its last an­nu­al meet­ing but the con­ven­tion among the mem­bers of the bank­ing fra­ter­ni­ty is usu­al­ly with­in four months af­ter the close of bank's fis­cal year. This would mean that FCB should have held their an­nu­al meet­ing by Jan­u­ary 31, 2014. I trust that the bank will be able to shed some light on this.

Nonethe­less the ab­sence of this im­por­tant no­tice is par­tic­u­lar trou­bling when one con­sid­ers the fact that FCB is now a pub­lic com­pa­ny, we are in March 2014 and that the an­nu­al meet­ing is the on­ly fo­rum dur­ing the year that share­hold­ers get a re­al op­por­tu­ni­ty to for­mal­ly ex­press their con­cerns on a wide range of is­sues, ask prob­ing ques­tions and de­mand sat­is­fac­to­ry an­swers from the com­pa­ny's Board of Di­rec­tors.

One such is­sue that read­i­ly comes to mind is the con­tro­ver­sial mul­ti-mil­lion dol­lar share pur­chase by a mem­ber of the ex­ec­u­tive man­age­ment of the bank in cir­cum­stances where: mem­bers of the pub­lic, were on­ly al­lot­ted on­ly a tiny frac­tion of the shares for which they ap­plied; the pur­chase amounts to more than $14.5 mil­lion or the equiv­a­lent of five per cent of the to­tal shares al­lot­ted to in­di­vid­ual in­vestors.

This there­fore begs the fol­low­ing ques­tions: Was the pur­chase of 659,788 shares by a se­nior ex­ec­u­tive of the bank con­sis­tent with Gov­ern­ment's well-es­tab­lished and long-stand­ing pub­lic pol­i­cy po­si­tion of pro­mot­ing the widest pos­si­ble par­tic­i­pa­tion in share own­er­ship, among the cit­i­zens of T&T?

Was this trans­ac­tion in keep­ing with the high­est lev­el of pro­bity and eth­i­cal stan­dards? How long has this se­nior ex­ec­u­tive been em­ployed with the bank? Was the se­nior ex­ec­u­tive in­volved/con­nect­ed in any way with ac­tu­al IPO share al­lo­ca­tion process, and if so, what na­ture and ex­tent of same? When did he sub­mit his share ap­pli­ca­tion form: Was it at the be­gin­ning or just be­fore the close of the IPO?

Why didn't the bank ex­er­cise their "full and un­con­di­tion­al right to ac­cept or re­ject any ap­pli­ca­tion or to ac­cept any ap­pli­ca­tion in part" in ac­cor­dance with the terms and con­di­tions of the prospec­tus. Will the Fi­nance Min­is­ter now put the nec­es­sary safe­guards in place (ie a lim­it or cap on the num­ber and/or dol­lar val­ue of shares that an em­ploy­ee can pur­chase in an IPO) to plug this gap­ing loop­hole, in time for the Phoenix Park Gas Proces­sors Ltd IPO?

It should be not­ed that the above list is not ex­haus­tive and I claim no cred­it for the rig­or, own­er­ship or orig­i­nal­i­ty of same. It is sim­ply a com­pendi­um that re­flects some of the se­ri­ous con­cerns that I have gleaned from share­hold­ers and em­ploy­ees alike since the is­sue arose.

Pe­ter Per­me­ll,

Mi­nor­i­ty Share­hold­er

Rights Ad­vo­cate