Senior Reporter
andrea.perez-sobers@guardian.co.tt
At the National Enterprises Ltd (NEL) annual meeting yesterday, a concerned shareholder drilled the outgoing chair, Ingrid Lashley, with several pointed questions concerning the governance of the organisation.
Three NEL directors, Ross Alexander, Nicole De Freitas and Lashley herself officially retired at the end of the annual meeting at the Radisson Hotel. But no new directors were nominated or elected to replace them, leading shareholders to question the stability and transparency of the company’s governance structure.
The seven remaining directors are Howard Dottin, David Robinson, Stephen Marcelle, Rhetia M Rodriguez-Santana, Nigel Ramsahai, Shereece Smith and Heather Tardieu.
As the final agenda item, “other business,” was introduced, Peter Permell, a longstanding shareholder, took the floor to press Lashley on the noticeable absence of any agenda item for the election or appointment of directors to fill the now-vacant board positions.
His line of questioning highlighted a growing concern among minority shareholders: why were three board members stepping down without any immediate succession plan in place?
Permell, referencing NEL’s status as a state-affiliated enterprise, pointed out that typically, such companies would receive nominations from the Corporation Sole (Ministry of Finance) to ensure board continuity. That process would generally be reflected on the annual meeting’s agenda, especially when multiple vacancies are expected.
He questioned the logic and legality of allowing board membership to fall without any formal appointment process during the meeting.
In response, Lashley acknowledged the concern and confirmed that yesterday’s annual meeting was indeed her final act as chair, alongside two other retiring directors. She assured shareholders that while the board is temporarily reduced to seven members, this number still meets quorum under the company’s bylaws, allowing board operations to continue.
She further explained that NEL was compelled to hold its annual meeting on September 5, the last permissible date under the Companies Act (15 months after the previous meeting), and that nominations from the Corporation Sole had not yet been received.
Once those nominations are received, Lashley stated, the board intends to convene a special meeting to allow the company’s shareholders to elect new directors.
NEL’s largest shareholder is the Government, via Corporation Sole, with 66.05 per cent, with 100 per cent State-owned National Gas Company owning 16.67 per cent.
NEL is an investment holding company incorporated on August 27, 1999, by the Government of T&T as part of a reorganisation exercise.
NEL currently owns 51 per cent of the shares of Telecommunications Services of Trinidad and Tobago (TSTT), Trinidad Nitrogen Company (Tringen), and National Flour Mills (NFM).
NEL owns 20 per cent of the shares of NGC NGL Company (NGC NGL), 37.84 per cent in NGC Trinidad and Tobago LNG (NGC LNG), 33.3 per cent of Pan West Engineers and Constructors LLC, and its wholly owned subsidiary, NEL Power Holdings.
NEL recorded an operating profit of $45.5 million for its first quarter ended December 31, 2024, a decline of 16.93 per cent compared to $54.8 million for the corresponding period in the previous year. The performance was primarily driven by dividend income of $42.8 million, which accounted for 95 per cent of total dividend receipts, reflecting the continued contribution of the majority State-owned investment holding company’s strategic investments.
