Last week Wednes­day, I got a tip from a con­cerned cit­i­zen that the Na­tion­al In­sur­ance Board did not have a board in place.

As a re­spon­si­ble jour­nal­ist, I im­me­di­ate­ly sent a mes­sage to Tri­cia Clarke, the cor­po­rate com­mu­ni­ca­tions man­ag­er at the NIB, with the fol­low­ing ques­tion: does the NIB have a prop­er­ly con­sti­tut­ed board at this time?

Ms Clarke’s re­sponse was: “The term of the board ex­pired on No­vem­ber 9, 2023.”

As would be­come clear lat­er in this piece, Ms Clarke’s re­sponse was, at the very least, in­com­plete.

On Tues­day, the NIB pub­lished a size­able ad­ver­tise­ment in the T&T Guardian, which was head­lined, Clar­i­fi­ca­tion on NIBTT’s board term. In the body of the ad­ver­tise­ment, the NIB not­ed the ar­ti­cle that was pub­lished in the Guardian last Fri­day, head­lined, NIB board’s term ex­pires.

The head­line of the sto­ry, and the sto­ry it­self, which were writ­ten by me, ex­act­ly re­flect­ed the in­for­ma­tion pro­vid­ed by the NIB’s spokesper­son.

Tues­day’s NIB ad­ver­tise­ment went on to add: “The NIBTT would like to pro­vide im­por­tant clar­i­fi­ca­tion as it is on­ly the terms of the busi­ness and labour mem­bers which ex­pired on No­vem­ber 9. The terms of the chair­man and the gov­ern­ment mem­bers have not ex­pired.”

Un­for­tu­nate­ly, sev­er­al peo­ple who read the NIB ad­ver­tise­ment as­sumed that the ar­ti­cle last Fri­day was in er­ror, when clear­ly the NIB’s re­sponse to my ques­tion should have pro­vid­ed the in­for­ma­tion that was in the ad­ver­tise­ment.

But the NIB’s ad­ver­tise­ment still has not an­swered my ques­tion to it, which was: “Does the NIB have a prop­er­ly con­sti­tut­ed board at this time.”

So, this com­men­tary at­tempts to clar­i­fy that is­sue.

The Na­tion­al In­sur­ance Act, at sec­tion 3 (2), states as fol­lows:

“The board shall con­sist of 11 mem­bers des­ig­nat­ed di­rec­tors, who shall be ap­point­ed by the Min­is­ter, as fol­lows:

* Three mem­bers nom­i­nat­ed by the gov­ern­ment;

* Three mem­bers nom­i­nat­ed by the as­so­ci­a­tions most rep­re­sen­ta­tive of busi­ness;

* Three mem­bers nom­i­nat­ed by the as­so­ci­a­tion most rep­re­sen­ta­tive of labour;

* A per­son, who in the opin­ion of the min­is­ter, is in­de­pen­dent of the gov­ern­ment, busi­ness and labour, who shall be the chair­man;

* The ex­ec­u­tive di­rec­tor as ex-of­fi­cio mem­ber.”

In my view, the Na­tion­al In­sur­ance Act, man­dates the fol­low­ing:

1) That the NIB board must have 11 di­rec­tors;

2) That 10 of the 11 di­rec­tors out­lined above must be ap­point­ed by the Min­is­ter of Fi­nance who, at this time, is Mr Colm Im­bert;

3) That the Min­is­ter of Fi­nance must ap­point three di­rec­tors who rep­re­sent the gov­ern­ment, three who are nom­i­nat­ed by labour and three who are nom­i­nat­ed by busi­ness. And the Min­is­ter of Fi­nance must al­so ap­point a chair­man who, in his opin­ion, is in­de­pen­dent of the gov­ern­ment, busi­ness and labour.

T&T’s Na­tion­al In­sur­ance Act, there­fore, places a re­spon­si­bil­i­ty on this coun­try’s Min­is­ter of Fi­nance to ap­point all of the NIB’s di­rec­tors ex­cept for the ex­ec­u­tive di­rec­tor. The eleventh di­rec­tor, the ex­ec­u­tive di­rec­tor, is a mem­ber of the NIB board by virtue of his or her of­fice.

If, by law, T&T’s Min­is­ter of Fi­nance is man­dat­ed to ap­point 10 of the 11 NIB di­rec­tors, that means the in­sti­tu­tion’s di­rec­tors who rep­re­sent labour and busi­ness CAN­NOT form part of the NIB board un­less they are ap­point­ed by the min­is­ter.

There­fore, if the term of of­fice of the six NIB di­rec­tors rep­re­sent­ing labour and busi­ness, ex­pired on No­vem­ber 9, and there has been no an­nounce­ment of new di­rec­tors or that the pre­vi­ous di­rec­tors have been reap­point­ed, then it can on­ly be con­clud­ed that Mr Im­bert has not ful­filled his re­spon­si­bil­i­ty to ap­point the labour and busi­ness di­rec­tors.

At sec­tion 3 (4), the Na­tion­al In­sur­ance Act al­so man­dates that the Min­is­ter of Fi­nance must ap­point al­ter­nate di­rec­tors to the NIB board.

Sec­tion 3 (5) of the Na­tion­al In­sur­ance Act stip­u­lates that the term of ap­point­ment to the of­fice of NIB di­rec­tors “shall...be for such pe­ri­od, be­ing not more than two years, as is spec­i­fied at the time of the ap­point­ment. A di­rec­tor shall be el­i­gi­ble for reap­point­ment.”

Ques­tions

* Why has the Min­is­ter of Fi­nance failed in his du­ty to ap­point the labour and busi­ness rep­re­sen­ta­tives on the NIB board?

* What is the sys­tem in place at the Min­istry of Fi­nance to en­sure that im­por­tant board ap­point­ments are made in a time­ly man­ner? This al­so im­pacts the T&T Se­cu­ri­ties and Ex­change Com­mis­sion board at this time;

* Did the Min­istry of Fi­nance write to the bod­ies rep­re­sent­ing labour and busi­ness ask­ing them to nom­i­nate peo­ple to sit on the NIB board?

* Did those bod­ies re­spond in a time­ly man­ner or was the min­is­ter not agree­able to those nom­i­nees?

Sec­tion 3 (9) of the Na­tion­al In­sur­ance Act al­so re­quires that the ap­point­ment or re­vo­ca­tion of ap­point­ment of NIB di­rec­tors must be sub­ject to of­fi­cial no­ti­fi­ca­tion.

That sec­tion states: “The ap­point­ment of any per­son as a di­rec­tor or ex­ec­u­tive di­rec­tor and the ter­mi­na­tion of of­fice of any per­son as such whether by death, res­ig­na­tion, re­vo­ca­tion, ef­flux­ion of time or oth­er­wise, shall be no­ti­fied in the Gazette.”

On No­vem­ber 17, the NIB pub­lished in the T&T Gazette the fol­low­ing no­tice:

“In ac­cor­dance with sec­tion 3(9), of the Na­tion­al In­sur­ance Act, Chap. 32:01, the pub­lic is here­by no­ti­fied for gen­er­al in­for­ma­tion that the term of of­fice of the fol­low­ing per­sons as di­rec­tors of the Na­tion­al In­sur­ance Board of Trinidad and To­ba­go has been ter­mi­nat­ed due to the ef­flux­ion of time, with ef­fect from No­vem­ber 9, 2023.”

The busi­ness rep­re­sen­ta­tives on the NIB board were Javed Raza­ck, Dou­glas Ca­ma­cho, and Gary Awai with Paula Ra­jku­mars­ingh and Emil Ramkissoon as al­ter­nates.

The labour rep­re­sen­ta­tives af­fect­ed were James Lam­bert, Ted­dy Sta­ple­ton and Gre­go­ry Marchan with the labour al­ter­nates be­ing Nazreen Haynes, Christo­pher Streete and Char­maine Al­leyne.

The NIB no­tice was dat­ed No­vem­ber 10, 2023, and was sub­mit­ted by the NIB’s cor­po­rate sec­re­tary, Teeluckchan Maraj.

Board’s quo­rum

Sec­tion 5 (4) of the Na­tion­al In­sur­ance Act makes clear, in my view, that with­out at least one di­rec­tor rep­re­sent­ing labour and busi­ness, the NIB does not have a quo­rum.

Sec­tion 5 (4) states: “The chair­man, or in his ab­sence the deputy Chair­man, and four oth­er di­rec­tors in­clud­ing at least one nom­i­nee each of gov­ern­ment, busi­ness and labour shall form a quo­rum.”

The typ­i­cal de­f­i­n­i­tion of a quo­rum is: “The min­i­mum num­ber of of­fi­cers or mem­bers of a body that is re­quired to be present at a giv­en meet­ing (as to trans­act busi­ness). If a quo­rum is not present, the meet­ing must be ad­journed.”

By de­f­i­n­i­tion, there­fore, the min­i­mum num­ber of di­rec­tors re­quired to make the NIB board quo­rate (de­fined as enough peo­ple at a meet­ing to make of­fi­cial de­ci­sions by vot­ing) is five: The chair­man or deputy chair­man and four oth­er di­rec­tors in­clud­ing at least one nom­i­nee each from gov­ern­ment, labour and busi­ness.

It seems ob­vi­ous that if the terms of of­fice of the labour and busi­ness di­rec­tors on the board of the NIB ex­pired on No­vem­ber 9, and the six di­rec­tors have not been reap­point­ed, then the board of that fi­nan­cial in­sti­tu­tion is NOT quo­rate, mean­ing it is not ca­pa­ble of meet­ing to de­cide and di­rect the busi­ness of the NIB.

If the NIB board re­quires at least one nom­i­nee each from labour and busi­ness, and the board does not have rep­re­sen­ta­tives of ei­ther labour or busi­ness among its ranks, then the board is not prop­er­ly con­sti­tut­ed.

The log­i­cal con­clu­sion can on­ly be that the NIB board is NOT in a po­si­tion to take (le­gal) de­ci­sions with on­ly the chair­man and the di­rec­tors who rep­re­sent the gov­ern­ment.

Does it mat­ter?

The NIB man­ages as­sets of about $30 bil­lion and is re­spon­si­ble for the min­i­mum $3,000 pen­sion that most work­ing peo­ple re­ceive when they re­tire. There­fore, the pru­dent man­age­ment of the NIB is of crit­i­cal im­por­tance to all work­ing peo­ple and re­tirees.

With in­ter­rupt­ed board over­sight, the NIB’s de­lib­er­a­tions on im­por­tant mat­ters get de­layed, such as the im­por­tant de­ci­sion to push back the age at which peo­ple can ac­cess the NIB’s re­tire­ment ben­e­fit.

The gen­er­al func­tions, pow­ers and du­ties of the NIB board are out­lined in sec­tion 8 (1) of the Na­tion­al In­sur­ance Act:

“It is the du­ty of the board to op­er­ate and man­age the sys­tem of Na­tion­al In­sur­ance es­tab­lished by this Act and, sub­ject to this Act, the board shall have and ex­er­cise such func­tions, pow­ers and du­ties as are con­ferred up­on it by this Act and by any oth­er writ­ten law.