It is just after noon on Tuesday, and Claire Gomez-Miller has just stepped down as the executive chair of Clico, the storied insurance company she led for six years and three months.
Gomez-Miller is in an exurberant mood, describing the meeting of Clico’s shareholders, at which a new board was appointed, as “really a momentous day. Clico’s customers, employees, its officers and its directors–both the outgoing board and the new board–can all be proud of the achievements of Clico.”
She said: “For the shareholders of Clico to actually be able to take control of the company and have an organisation with a future, when ten years ago, there was no future for Clico,” is momentous.
“And now to see that there is a chance of getting Clico to start new business and to become a strong financial institution, a very strong insurance organisation; that is something a lot of people did not think they would see,” said Gomez-Miller, adding: “I think today the shareholders of Clico can be very proud of taking charge of an organisation like this.”
Between February 13, 2009, and December 1, 2022, Clico was under the control of the Central Bank, in accordance with its emergency power under section 44(D) of the Central Bank Act.
Asked to descibe the financial state of Clico at this time, she said: “Very strong, very, very strong. Our capital adequacy is twice the regulatory requirement. So we have a soilid foundation at this point in time.”
At the end of December 2022, Clico had $13.09 billion in assets and liabilities of $9.29 billion, leaving it with $3.80 billion in equity. About 63 per cent of its assets are in Government securities.
Questioned on whether the insurance company is ready to resume the sale of insurance products, Gomez-Miller said: “Yes, however there is a process that needs to take place, which is the application for a new business licence. When that is completed, Clico should be in a position to sell new products.”
She said Clico’s application to sell new business has to wait on the completion of IFRS-17 financial statements comparing 2022 and 2023.
Gomez-Miller said she will be the last executive chair at Clico and that the new board will decide on a CEO/managing director for the company.
She is staying on as a consultant to the Clico board to ensure that the transtion between the old and new boards moves smoothly.
The former Clico executive chair was speaking to Guardian Media on Tuesday, just after a meeting of the shareholders of Clico to appoint a new board to manage the affairs of the insurance company.
The new Clico board comprises chair Jennifer Frederick, with directors Sandra Kumar-Campbell, Delia Joseph, Dara Keogh and Roger McLean. The five new directors of the insurance company were nominated by Clico’s majority shareholder, CL Financial (in liquidation).
Frederick’s LinkedIn profile describes her as director of Compliance and Internal Audit at CL Financial Ltd. She also served as secretary to the board of Angostura Holdings Ltd between March 10, 2017 and April 1, 2019.
Kumar-Campbell’s LinkedIn profile describes her as an insurance executive, who worked at Guardian Life of the Caribbean for more than 25 years. Delia Joseph is the managing director of a human resource agency. McLean is a lecturer and research fellow at the Centre for Health Economics and Keogh is the managing partner at Grant Thornton, Cayman Islands. Grant Thornton is the company that was hired to oversee the liquidation of CL Financial, the majority shareholder of Clico.
Additional directors are to be appointed to Clico’s board by the insurer’s other main shareholder, Corporation Sole (the Minister of Finance), at a subsequent meeting, according to a news release issued by the company following Tuesday’s shareholders’ meeting.
Asked if she had a sense of when the Government’s directors are going to be appointed, Gomez-Miller said: “I do believe as soon as the budget debates are through, the next shareholder will be presenting its slate of directors.”
Clico actually has three shareholders and 2,950,000 ordinary shares issued and outstanding, according to the insurance company’s 2022 filing with the Companies Registry, which was stamped on March 15, 2023:
• ↓CL Financial Ltd (in liquidation)*1,476,171 shares*50.03%
• ↓Corporation Sole (Minister of Finance)*1,450,000 shares*49.15%; and
• ↓Trustees of CL Financial Ltd*23,829 shares*0.807%
In another Companies Registry filing, the ‘Return of Beneficial Interest in the Shares of a Company,’ stamped on July 27, 2022, Lawrence Duprey is described as the shareholder/beneficiary of Trustees of CL Financial Ltd. But that filing indicates that Trustees of CL Financial Ltd holds the 23,829 shares in Clico in trust for 43 beneficiaries, whose names are listed in the document. Port-of-Spain attorney, Courtenay Williams, who was in attendance at Tuesday’s meeting, is listed as the corporate secretary of Trustees of CL Financial Ltd.
Apart from 1,450,000 ordinary shares in Clico, Corporation Sole (Minister of Finance), also owns 4,992,750,000 preference shares in Clico, worth $4.992 billion. The Government acquired those preference shares on September 10, 2009, as part of the $5 billion bailout of the insurance company.
That bailout involved the injection of additional capital into Clico by Government by way of the acquisition of ordinary shares and preference shares.
Some months before the capital infusion into Clico, effective February 13, 2009, the Central Bank assumed control of the company as a result of the exercise of its emergency powers under section 44(D) of the Central Bank Act.
The Central Bank relinquished control of Clico and its sister company, British American (Trinidad) in December 2022.
Debt to Government
Gomez-Miller said the insurance company’s debt to the Government is still about $1.1 billion as Clico “is still locked in to some share acquisition agreements with the Government that we are trying to either implement or do a better transaction to ensure that the insurance company gets a better capital adequacy ratio.”
She said those agreements relate to the Government and the National Investment Fund (NIF) acquiring part of Clico’s 56.53 per cent majority shareholding in Methanol Holdings International Ltd (MHIL).
In the Senate on April 25, 2023, Minister in the Ministry of Finance, Brian Manning, disclosed that Clico had entered into agreements to sell 36.63 per cent of its shareholding in MHIL to the Government and NIF, which is the wholly State-owned company that issued three tranches of bonds in 2018. Those bonds, issued in tranches of five, 12 and 20 years, were backed by assets the State acquired from Clico and the State’s 100 per cent investment in Trinidad Generation Unlimited (TGU) .
Manning said that on January 9, 2023, the Government accepted an offer to purchase 19.63 per cent of MHIL from Clico. On February 21, 2023, NIF accepted an offer from Clico to acquire 17 per cent of NIF from Clico. The two transactions would have left Clico owning about 19.9 per cent of MHIL, which is in accordance with the stipulations in the 2018 Insurance Act.
Manning said in April that MHIL’s share register had not been amended to reflect the transfers of MHIL shares to the State. Switzerland-headquartered Proman, which is the largest foreign investor on the Point Lisas Industrial Estate, owns the 43.47 per cent minority stake of MHIL.
“At this point in time, we are still having some background transactions taking place. Eventually, I believe the Government will be able to give the full information on those ongoing transactions,” said Gomez-Miller.
“At this point, assets have been set aside for the payment of Clico’s $1.1 billion debt to the Government,” she said.
The interest on Clico’s debt to the Government is 4.75 per cent.
