Last Thurs­day, my col­umn was pub­lished un­der the head­line, “Are evil forces con­spir­ing to crash Re­pub­lic Bank?” and hope­ful­ly, most of the peo­ple who read that com­men­tary be­yond the head­line ap­pre­ci­ate that there is sig­nif­i­cant un­ease about Cor­po­ra­tion Sole nom­i­nat­ing a ma­jor­i­ty of the di­rec­tors to the board of Re­pub­lic Fi­nan­cial Hold­ings Ltd (RFHL).

The main rea­son for the un­ease is that both the pre­vi­ous ad­min­is­tra­tion and Cli­co, in the 1990s, owned a ma­jor­i­ty of the shares in the bank but opt­ed not to ap­point a ma­jor­i­ty of the di­rec­tors. We are in un­chart­ed wa­ters!!

At its an­nu­al meet­ing on De­cem­ber 15, the share­hold­ers of RFHL are ex­pect­ed to ap­prove, by a ma­jor­i­ty vote, Cor­po­ra­tion Sole’s nom­i­na­tion of sev­en di­rec­tors to the board of the re­gion’s largest fi­nan­cial ser­vices provider.

Those Gov­ern­ment-nom­i­nat­ed di­rec­tors in­clude Yash­mid Kara­math, Dr Tim­o­thy Af­fon­so and Nali­ni Bansee, who were ap­point­ed on Oc­to­ber 14, 2025. Those three di­rec­tors re­tire from the Board by ro­ta­tion and, be­ing el­i­gi­ble, of­fer them­selves for re-elec­tion for a term ex­pir­ing at the close of the third an­nu­al meet­ing fol­low­ing their ap­point­ment, ac­cord­ing to the RFHL’s 2025 an­nu­al re­port.

Cor­po­ra­tion Sole has al­so sig­nalled the nom­i­na­tion of four ad­di­tion­al di­rec­tors to the board of RFHL: Dr Pa­tri­cia Mo­hammed; Rhion Karim; Dr San­dra Sookram, and Gre­go­ry Ar­mor­er.

The sev­en in­di­vid­u­als nom­i­nat­ed by Cor­po­ra­tion Sole will be ap­point­ed at RFHL’s an­nu­al meet­ing be­cause Min­is­ter of Fi­nance, Dav­en­dranath Tan­coo, as Cor­po­ra­tion Sole, con­trols the votes of 84,263,895 RFHL shares, which is 51.43 per cent of the com­pa­ny’s is­sued share cap­i­tal, as at No­vem­ber 15, 2025.

Of the sev­en Gov­ern­ment-nom­i­nat­ed di­rec­tors, the most qual­i­fied in­di­vid­ual to be named as the new chair of RFHL is Dr San­dra Sookram, who is the cur­rent di­rec­tor of the Sir Arthur Lewis In­sti­tute of So­cial and Eco­nom­ic Stud­ies at the St. Au­gus­tine Cam­pus.

Ac­cord­ing to her short bio on the UWI St Au­gus­tine web­site, from 2015 to 2020, Dr Sookram served as the deputy Gov­er­nor (mon­e­tary op­er­a­tions and pol­i­cy) at the Cen­tral Bank of Trinidad and To­ba­go. In that job, she over­saw de­part­ments such as bank­ing op­er­a­tions, re­serves and do­mes­tic mar­ket man­age­ment, re­search and in­for­ma­tion ser­vices. I be­lieve that the five-year stint at a high and rel­e­vant lev­el at the Cen­tral Bank makes her the ap­pro­pri­ate choice to lead the RFHL board.

I do not per­ceive, as some oth­ers ap­par­ent­ly do, that Dr Sookram’s pre­vi­ous ap­point­ment by the cur­rent ad­min­is­tra­tion as the chair of the Na­tion­al In­vest­ment Fund Hold­ing Com­pa­ny Ltd (NIF) for a two-year pe­ri­od from Oc­to­ber 28 presents a con­flict of in­ter­est.

The more ap­pro­pri­ate ques­tion is this: will the sev­en Gov­ern­ment-nom­i­nat­ed di­rec­tors of RFHL seek to in­volve them­selves in the day-to-day op­er­a­tions of the fi­nan­cial ser­vices com­pa­ny by di­rect­ing the ex­ec­u­tives, in­clud­ing the cur­rent group pres­i­dent and CEO Nigel Bap­tiste, to do things that serve the Gov­ern­ment’s in­ter­est and NOT the in­ter­ests of the group?

It is clear that the cur­rent ad­min­is­tra­tion wants three things from RFHL and the First Cit­i­zens Group, the two banks it holds a con­trol­ling in­ter­est in:

* Ac­cess to monies

The Gov­ern­ment’s es­ti­mat­ed bor­row­ing needs for the 2026 fi­nan­cial year amount to $18.96 bil­lion, com­pris­ing $8.11 bil­lion of do­mes­tic bor­row­ing and $10.85 bil­lion of for­eign bor­row­ing. That mon­ey can be in the form of di­rect loans, bonds or oth­er kinds of ad­vances. That bor­row­ing is like­ly to re­sult in a much larg­er fis­cal deficit for 2026 than the $3.87 bil­lion es­ti­mate pro­vid­ed by Mr Tan­coo in his bud­get speech.

Read­ers will re­call that on the is­sue of mak­ing good on the cur­rent ad­min­is­tra­tion’s gen­er­al elec­tion promise to start ne­go­ti­a­tions with the Pub­lic Ser­vices As­so­ci­a­tion at 10 per cent, Mr Tan­coo said:

“On the com­ple­tion of the bar­gain­ing process, we will work with Re­pub­lic Bank, First Cit­i­zens Bank and the Na­tion­al In­sur­ance Board to find a com­pre­hen­sive so­lu­tion to dis­charge this na­tion­al oblig­a­tion.”

—What does Mr Tan­coo mean by "we will work with," the two lo­cal com­mer­cial banks in which the Gov­ern­ment holds a ma­jor­i­ty stake?

—Will the Gov­ern­ment-nom­i­nat­ed di­rec­tors of RFHL and the First Cit­i­zens Group at­tempt to strong-arm the ex­ec­u­tives of the two State-con­trolled banks to pro­vide the Gov­ern­ment with more fund­ing than the pro­fes­sion­al bankers think is pru­dent?

—Will the Gov­ern­ment-nom­i­nat­ed di­rec­tors of RFHL and the First Cit­i­zens Group at­tempt to con­vince the bank ex­ec­u­tives that the Gov­ern­ment’s fi­nanc­ing of fis­cal deficits should be at a low­er in­ter­est rate than the bankers think is ap­pro­pri­ate?

* Ac­cess to forex

At a post-Cab­i­net news con­fer­ence on May 15—one of on­ly a few she has host­ed—Prime Min­is­ter Per­sad-Bisses­sar man­dat­ed three of her min­is­ters to pro­duce a re­port on for­eign ex­change dis­tri­b­u­tion and leak­age over the past 10 years.

The Prime Min­is­ter em­pha­sised that she ex­pect­ed the re­port to fo­cus on the for­mal dis­tri­b­u­tion sys­tem of for­eign ex­change, but al­so on the “leak­age” of for­eign ex­change from the for­mal dis­tri­b­u­tion sys­tem.

“Then this re­port, as I say, will be made pub­lic to iden­ti­fy the main users, the main fa­cil­i­ta­tors of this un­fair dis­tri­b­u­tion, and ex­plain to the pub­lic how this en­tire for­eign ex­change dis­tri­b­u­tion car­tel and con­spir­a­cy be­tween cer­tain op­er­a­tives and busi­ness­es was func­tion­ing,” she said

When Cen­tral Bank Gov­er­nor Lar­ry Howai was asked about the ex­is­tence of a for­eign ex­change car­tel at his news con­fer­ence on Sep­tem­ber 4, he in­di­cat­ed he was not aware of such a car­tel. But there is no doubt that Mrs Per­sad-Bisses­sar is still hear­ing from her friends and par­ty loy­al­ists about the short­age of for­eign ex­change for hon­est, hard-work­ing small busi­ness­peo­ple.

—Will the ex­ec­u­tives of the State-con­trolled bank be forced by the new di­rec­tors to dis­trib­ute for­eign ex­change on a more eq­ui­table ba­sis?

—Would greater eq­ui­ty in for­eign ex­change dis­tri­b­u­tion mean giv­ing less to the large busi­ness­es that are per­ceived to have re­ceived the li­on’s share in the last 10 years and more to SME busi­ness­es?

—What has be­come of the for­eign ex­change car­tel re­port the Prime Min­is­ter man­dat­ed in May?

Ac­cess to in­fo

In a pre­sen­ta­tion to the Sen­ate on Ju­ly 1, Gov­ern­ment Sen­a­tor Dar­rell Al­la­har named the for­mer CEO of First Cit­i­zens and men­tioned a for­mer prime min­is­ter of T&T, in re­la­tion to a re­quest for for­eign ex­change.

Sen­a­tor Al­la­har said:

“My bank will not put you first un­less you are, for ex­am­ple, some­one in its view who mat­ters. Some­one who they do not view as a sec­ond-class cit­i­zen. Now, some­body gave me an email here but I do not know. No. No. It is an email to some­body called (name with­held) in which a high pub­lic of­fi­cial is say­ing:

‘Please do a let­ter for PM to pur­chase US dol­lars to pay these three in­voic­es. He needs to have pay­ment made to­mor­row, no lat­er and is wait­ing for a let­ter to con­firm in­struc­tions now.’

“I need to ver­i­fy cer­tain things and I will come back to ver­i­fy cer­tain things. In­voic­es to be paid by him for a friend. And it is an email from that per­son to (name with­held). But I will get back to that an­oth­er day.”

—What do the politi­cians in the East­ern Caribbean coun­tries, in which RFHL has op­er­a­tions, think about a Gov­ern­ment sen­a­tor in T&T re­veal­ing con­fi­den­tial in­for­ma­tion about a mem­ber of an­oth­er po­lit­i­cal par­ty?

—Is a Gov­ern­ment sen­a­tor go­ing to re­veal in Par­lia­ment the con­fi­den­tial fi­nan­cial in­for­ma­tion of the for­mer prime min­is­ter of St Vin­cent, Ralph Gon­salves, whose Trinida­di­an wife and chil­dren ac­quired Hous­ing De­vel­op­ment Cor­po­ra­tion hous­es?

—Do Gov­ern­ment of­fi­cials ap­pre­ci­ate that "bussing a mark" on con­fi­den­tial bank­ing in­for­ma­tion can dam­age the con­fi­dence that cus­tomers, share­hold­ers and oth­er stake­hold­ers have in the state-con­trolled banks?

Rules for state-con­trolled boards

On the Min­istry of Fi­nance web­site, there is a doc­u­ment en­ti­tled ‘State En­ter­pris­es Per­for­mance Mon­i­tor­ing Man­u­al,’ which is dat­ed Ju­ly 2011. The date is im­por­tant be­cause the Min­is­ter of Fi­nance at the time was Win­ston Dook­er­an, who was part of the Peo­ple’s Part­ner­ship ad­min­is­tra­tion, then head by Prime Min­is­ter Kam­la Per­sad-Bisses­sar.

Un­der the rubric, the board of di­rec­tors and func­tions, the man­u­al states:

“The board of di­rec­tors, un­der the Com­pa­nies Act 1995, di­rects the man­age­ment of the busi­ness and af­fairs of the com­pa­ny. The board is ap­point­ed by the share­hold­ers to con­trol the over­all di­rec­tion of the Com­pa­ny. How­ev­er, the board must not usurp the re­spon­si­bil­i­ties of ex­ec­u­tive man­age­ment by in­volv­ing it­self in day-to-day man­age­ment is­sues (Em­pha­sis added). It is an or­gan of re­view, ap­praisal and ap­peal.”

At sec­tion 99, T&T’s Com­pa­nies Act out­lines the oblig­a­tions of all di­rec­tors:

(1)”Every di­rec­tor and of­fi­cer of a com­pa­ny shall in ex­er­cis­ing his pow­ers and dis­charg­ing his du­ties—

(a) act hon­est­ly and in good faith with a view to the best in­ter­ests of the com­pa­ny (Em­pha­sis added); and

(b) Ex­er­cise the care, dili­gence and skill that a rea­son­ably pru­dent per­son would ex­er­cise in­com­pa­ra­ble cir­cum­stances.

(2) In de­ter­min­ing what the best in­ter­ests of a com­pa­ny are, a di­rec­tor shall have re­gard to the in­ter­ests of the com­pa­ny’s em­ploy­ees in gen­er­al as well as to the in­ter­ests of its share­hold­ers...”

One hopes the new di­rec­tors are fa­mil­iar with the Man­u­al and the Act.

Dis­clo­sure: The au­thor of this com­men­tary is a mi­nor­i­ty share­hold­er of RFHL