At last week’s post-Cab­i­net news con­fer­ence, Prime Min­is­ter Kam­la Per­sad-Bisses­sar open­ly crit­i­cised di­rec­tors of state com­pa­nies who had been ap­point­ed by the pre­vi­ous ad­min­is­tra­tion, but are re­luc­tant to re­sign fol­low­ing the change of ad­min­is­tra­tion.

Mrs Per­sad-Bisses­sar said every con­tract the boards of those state com­pa­nies en­tered in­to would be sent to the An­ti-Cor­rup­tion In­ves­ti­ga­tion Bu­reau and every di­rec­tor would be in­ves­ti­gat­ed.

“This is the most shame­less type of be­hav­iour I’ve ever seen ex­hib­it­ed dur­ing a change of gov­ern­ment. It is overt, it is bold-faced and try­ing to eat-ah-food down to the wire and af­ter you’ve passed the fin­ish line—it doesn’t work like that,” Per­sad-Bisses­sar said.

The Prime Min­is­ter’s com­ments, and scur­rilous com­ments in videos by a min­is­ter of her Gov­ern­ment, have re­sult­ed in fur­ther res­ig­na­tions.

While T&T has ob­served the con­ven­tion that state com­pa­ny di­rec­tors, who are ap­point­ed by one gov­ern­ment, re­sign when that po­lit­i­cal par­ty los­es pow­er, it is clear that not all state com­pa­nies are the same.

Com­pa­nies are crea­tures of the statutes un­der which they were es­tab­lished. Some state com­pa­nies are statu­to­ry cor­po­ra­tions, which means they are es­tab­lished by statute. Ex­am­ples of statu­to­ry cor­po­ra­tions in­clude the Wa­ter and Sew­er­age Au­thor­i­ty, the T&T Elec­tric­i­ty Com­mis­sion, the Port Au­thor­i­ty and the Hous­ing De­vel­op­ment Cor­po­ra­tion.

Some state com­pa­nies are gov­erned by the Com­pa­nies Act and are whol­ly or ma­jor­i­ty owned by the Cor­po­ra­tion Sole (the Min­is­ter of Fi­nance in whom state prop­er­ty is vest­ed), but they have no shares owned by the pub­lic. En­ti­ties such as the Na­tion­al Gas Com­pa­ny, Trinidad Pe­tro­le­um Hold­ings Ltd and Caribbean Air­lines Ltd fall in­to this cat­e­go­ry.

There is an­oth­er cat­e­go­ry of state-owned (or con­trolled) com­pa­ny that is gov­erned by the Com­pa­nies Act, but whose shares are avail­able to the pub­lic be­cause those com­pa­nies are list­ed on the T&T Stock Ex­change.

These pub­licly held, ma­jor­i­ty state-owned (or con­trolled) com­pa­nies in­clude Point Lisas In­dus­tri­al Port De­vel­op­ment Cor­po­ra­tion (Plipde­co), An­gos­tu­ra Hold­ings Ltd, TTNGL, Na­tion­al Flour Mills, Na­tion­al En­ter­pris­es Ltd and the First Cit­i­zens Group.

These state en­ti­ties abide by the Com­pa­nies Act as at sec­tion 64 1), which states, “A com­pa­ny shall have at least two di­rec­tors but a pub­lic com­pa­ny shall have no few­er than three di­rec­tors, at least two of whom are not of­fi­cers or em­ploy­ees of the com­pa­ny or any of its af­fil­i­ates.”

Sec­tion 64 means that these pub­lic, ma­jor­i­ty-owned com­pa­nies must at all times have three di­rec­tors, two of whom are like­ly to have been ap­point­ed by the pre­vi­ous ad­min­is­tra­tion. Sec­tion 99 re­quires all di­rec­tors to dis­charge their du­ties “with a view to the best in­ter­ests of the com­pa­ny,” and Sec­tion 109 of the Com­pa­nies Act gives com­pa­ny di­rec­tors the re­spon­si­bil­i­ty of call­ing an­nu­al meet­ings or spe­cial meet­ings.

The point is that with­out a board, most of these ma­jor­i­ty state-owned, pub­lic com­pa­nies can­not legal­ly call an an­nu­al or spe­cial meet­ing. The by­laws of one of the six com­pa­nies have a pro­vi­sion which al­lows a mea­sure of cor­po­rate con­ti­nu­ity even if all mem­bers of the board re­sign.

Iron­i­cal­ly, the re­spon­si­bil­i­ty of di­rec­tors to call meet­ings can re­sult in an el­e­gant so­lu­tion to the cur­rent ad­min­is­tra­tion’s un­der­stand­able de­sire to put its own peo­ple on these boards.

As ma­jor­i­ty share­hold­er, the Gov­ern­ment can req­ui­si­tion spe­cial meet­ings of these com­pa­nies, pro­vide their mi­nor­i­ty share­hold­ers with the re­quired 21-day no­tice and vote in the new ad­min­is­tra­tion’s slates of di­rec­tors.