Asha Javeed

Lead Ed­i­tor In­ves­ti­ga­tions

asha.javeed@guardian.co.tt

The “over­whelm­ing ma­jor­i­ty” of al­le­ga­tions con­tained in the 13-page

doc­u­ment sub­mit­ted by its for­mer ex­ec­u­tive vice pres­i­dent of busi­ness

in­tegri­ty and gen­er­al coun­sel, An­gelique Parisot-Pot­ter, “have not been made out.”

That’s the con­clu­sion of the three-month probe done by at­tor­neys Ker­wyn Gar­cia, SC, and Vish­ma Jais­ingh.

Parisot-Pot­ter did not par­tic­i­pate in the in­ves­ti­ga­tion be­cause she re­fused to sign a re­quest­ed non-dis­clo­sure agree­ment (NDA).

How­ev­er, apart from the 13-page let­ter, she did sub­mit fur­ther writ­ten and au­dio ev­i­dence through her at­tor­neys to the team.

In­ter­est­ing­ly, de­spite want­i­ng an NDA dur­ing the in­ves­ti­ga­tion, the Massy Board de­cid­ed to pub­lish Gar­cia’s two-page ex­ec­u­tive sum­ma­ry “in the in­ter­est of trans­paren­cy” in news­pa­per ad­ver­tise­ments to­day. Massy said it would al­so re­view its com­pa­ny’s gov­er­nance sys­tems, in par­tic­u­lar the bonus sys­tem for its ex­ec­u­tives. 

The re­port re­vealed that Massy was re­struc­tur­ing its op­er­a­tions and that Parisot-Pot­ter’s job as group coun­sel was made re­dun­dant last year. As a re­sult, she was in ne­go­ti­a­tions to ex­it the com­pa­ny for 11.8 mil­lion pounds ster­ling ($100 mil­lion TT) as well as a seat on Massy’s Board. 

It said that in 2019, Massy de­cid­ed to re-or­gan­ise its op­er­a­tions in ac­cor­dance with the port­fo­lio mod­el, which re­sult­ed in “ir­rec­on­cil­able dif­fer­ences” be­tween Parisot-Pot­ter and the com­pa­ny. 

“Those dif­fer­ences were a ma­jor fac­tor in the de­te­ri­o­ra­tion of the em­ploy­ment re­la­tion­ship be­tween Massy and Mrs Parisot-Pot­ter. Fol­low­ing the emer­gence of those dif­fer­ences, Mrs Parisot-Pot­ter vol­un­tar­i­ly en­tered in­to ne­go­ti­a­tions on the terms of a sep­a­ra­tion pack­age for her vol­un­tary ex­it from the com­pa­ny. The par­ties agreed to en­ter me­di­a­tion on the terms of a sep­a­ra­tion pack­age,” the sum­ma­ry said.

“Mrs Parisot-Pot­ter’s state­ment was sub­mit­ted to fa­cil­i­tate con­sid­er­a­tion of that pro­pos­al,” it said.

The ex­ec­u­tive sum­ma­ry said that Parisot-Pot­ter’s let­ter to Massy Hold­ings was made on No­vem­ber 12, 2023.

In an ex­clu­sive in­ter­view with the Sun­day Guardian pub­lished on Jan­u­ary 7, Parisot-Pot­ter claimed that no one had re­spond­ed to her 13-page let­ter. 

The chair­man re­spond­ed, say­ing, “I can tell you that your 13-page doc­u­ment is tak­en very se­ri­ous­ly. We’re in the midst of re­view and in some in­ves­ti­ga­tions, as you are aware, and we have been com­mu­ni­cat­ing with, I think, re­cent­ly (turns to look at Ger­vase) as a few days ago, with you about it. And we can con­tin­ue to com­mu­ni­cate, hope­ful­ly, re­solve through in­quiry, in­ves­ti­ga­tion, and change. I be­lieve that as the chair­man of this board, we are al­ways open to hear­ing of is­sues, re­solv­ing those is­sues, and work­ing through those is­sues.”

Parisot-Pot­ter then re­spond­ed, “This is not true nor ac­cu­rate, as there has been no com­mu­ni­ca­tion with me on any of the is­sues I out­lined in the 13-page doc­u­ment then.” 

Gar­cia’s state­ment said that ne­go­ti­a­tions broke down on No­vem­ber 30, 2023, and that her al­le­ga­tions were made pub­lic) there­after.

On De­cem­ber 18, 2023, at the com­pa­ny’s 100th an­nu­al gen­er­al meet­ing, Parisot-Pot­ter took to the floor dur­ing the ques­tion-and-an­swer pe­ri­od and made pub­lic her con­cerns about the con­glom­er­ate’s ex­ec­u­tive lead­er­ship con­sul­tant, the Flori­da-based Del­phi.

Parisot-Pot­ter claimed that Del­phi en­gages in bizarre rit­u­als for ex­ec­u­tives, that their lead­er­ship pro­gramme is a drain of scarce for­eign ex­change, and that the cou­ple lead­ing the pro­gramme ap­pear to ex­ert dis­pro­por­tion­ate in­flu­ence over Massy’s ex­ec­u­tive team.

She told the com­pa­ny’s board of di­rec­tors, chaired by Robert Ri­ley, that she had writ­ten to for­mer chief ex­ec­u­tive Ger­vase Warn­er but re­ceived no com­mu­ni­ca­tion on the mat­ter, so she was com­pelled to raise the mat­ter at the AGM.

Gar­cia’s con­clu­sions

Last week, Massy an­nounced that it had com­plet­ed the in­ves­ti­ga­tion, which be­gan on Jan­u­ary 14, 2024.

“The 456-page re­port treats sep­a­rate­ly with each of the more than 100 al­le­ga­tions con­tained in Mrs Parisot-Pot­ter’s state­ment and is sup­port­ed by more than 2,000 pages of tes­ti­mo­ny and re­lat­ed doc­u­ments, all of which are cur­rent­ly be­ing re­viewed by Massy’s at­tor­neys,” the state­ment said at the time.

Gar­cia’s con­clu­sions on al­le­ga­tions: 

1. Gar­cia said that Parisot-Pot­ter was “ver­bal­ly abused” by a Del­phi ex­ec­u­tive dur­ing the first con­fer­ence of the pro­gramme in 2022 and that she “jus­ti­fi­ably felt hu­mil­i­at­ed by such abuse.”

2. The ev­i­dence does not es­tab­lish that Mrs Parisot-Pot­ter was pe­nalised for ful­fill­ing her role as gen­er­al coun­sel or for not sup­port­ing or for re­ject­ing the Del­phi pro­gramme or its pre­sen­ters.

3. The ev­i­dence does not es­tab­lish that the Del­phi pro­gramme, whether by its con­tents or by its pre­sen­ters, pos­es any dan­ger to the op­er­a­tions of Massy. It said Massy ex­ec­u­tives are free to se­lect ex­ec­u­tive train­ing of their choice. “Some Massy ex­ec­u­tives have felt the pro­gramme to be im­mense­ly help­ful. Oth­ers, in­clud­ing Mrs Parisot-Pot­ter, have not.” 

4. Parisot-Pot­ter did not have valid ba­sis for ex­pect­ing that she would have been em­ployed with Massy af­ter the age of 60 (and un­til age 68).

 5. The ev­i­dence does not es­tab­lish a con­flict of in­ter­est be­tween the chair­man of Massy and a rep­u­ta­tion­al man­age­ment con­sul­tant en­gaged by Massy in June 2023.

6. The ev­i­dence does not es­tab­lish a pat­tern of be­hav­iour where there is poor gov­er­nance and no due process, in­clud­ing in re­la­tion to the pay­ment of div­i­dends and con­sul­tan­cies such as McK­in­sey, Egon Zehn­der, and Del­phi.

7. The ev­i­dence es­tab­lish­es that Mrs Parisot-Pot­ter was lis­tened to and en­cour­aged to high­light is­sues. 

8. The ev­i­dence does not es­tab­lish that Mrs Parisot-Pot­ter was in­tim­i­dat­ed, was the sub­ject of bul­ly­ing by David O’Brien, was ha­rassed, re­tal­i­at­ed or dis­crim­i­nat­ed against, or vic­timised. 

Pub­li­ca­tion of the al­le­ga­tions

Fol­low­ing the pub­li­ca­tion of the al­le­ga­tions, Massy halt­ed the ex­ec­u­tive lead­er­ship pro­gramme, host­ed by Flori­da-based Del­phi Sphere Con­sult­ing, at the cen­tre of the con­tro­ver­sy. 

In the Jan­u­ary 7 in­ter­view, Parisot-Pot­ter claimed that its prin­ci­pals held a “dis­pro­por­tion­ate in­flu­ence” over its ex­ec­u­tives. 

She did the ex­ec­u­tive lead­er­ship train­ing in 2022 and con­clud­ed it in 2023.

“I was told by the CEO (Ger­vase Warn­er) that, quote-un­quote, I could not move for­ward with Massy un­less I did Del­phi,” she said.

Parisot-Pot­ter is a Catholic and be­lieves in God. How­ev­er, that be­lief sys­tem did not con­strain her from ac­cept­ing the Del­phi guid­ance, which she said fo­cus­es on en­er­gy train­ing. Her is­sue, she told Guardian Me­dia on Jan­u­ary 7, was the cred­i­bil­i­ty of the cou­ple—Paul and In­di­ra Dyal-Dominguez—run­ning the pro­gramme and what she de­scribed as their “mum­bo-jum­bo” lan­guage of learn­ing. 

“I had to do the pro­gramme. I did not have a choice. I was clear­ly and re­peat­ed­ly told that it was a con­di­tion for con­tin­ued em­ploy­ment and op­por­tu­ni­ty for se­nior mem­bers of the ex­ec­u­tive man­age­ment team: I can­not move for­ward with Massy with­out do­ing this pro­gramme.

“The Del­phi ex­pe­ri­ence was and is a se­ri­ous mat­ter in its vi­o­la­tions of my re­li­gious be­liefs and the be­liefs of oth­ers, but Del­phi in it­self was not the prob­lem. Del­phi is symp­to­matic of the re­al is­sues,” she said.

Massy to act with ur­gency to make gov­er­nance changes 

In a press state­ment im­me­di­ate­ly af­ter her al­le­ga­tions were made pub­lic, Massy de­scribed Parisot-Pot­ter’s claims as ab­surd.

In a state­ment yes­ter­day, Ri­ley said the board has re­viewed the full re­port, tak­en note of all the find­ings, ac­cept­ed the rec­om­men­da­tions there­in, “and will act with ur­gency to im­ple­ment the changes re­quired to en­hance our suite of gov­er­nance and oth­er poli­cies.”

“While await­ing the find­ings of the in­ves­ti­ga­tion, the board and man­age­ment felt it was an op­por­tune time for some or­gan­i­sa­tion­al in­tro­spec­tion, and, in this re­gard, we ini­ti­at­ed a full re­view of our poli­cies, process­es, and sys­tems of gov­er­nance to en­sure that we are bench­marked and aligned with glob­al best prac­tice. 

“This re­view is cur­rent­ly on­go­ing and will in­clude a thor­ough ex­am­i­na­tion of how we pro­vide in­cen­tives through­out the or­gan­i­sa­tion to en­sure all are re­ward­ed for their con­tri­bu­tion to our per­for­mance,” said Ri­ley.

There have been share­hold­ers’ con­cerns about bonus­es paid to Massy ex­ec­u­tives. 

At the time of Parisot-Pot­ter’s claims, she was the third largest ex­ec­u­tive share­hold­er with 3,133,641 shares at the com­pa­ny.

The Sun­day Guardian had re­port­ed that the share­hold­ers had raised con­cerns about mil­lions of shares ac­quired by four ex­ec­u­tives over the past ten years. Three of those ex­ec­u­tives, ac­cord­ing to Massy’s 2023 an­nu­al gen­er­al re­port, amassed about $130 mil­lion in shares over the past ten years. 

The biggest share­hold­er was Warn­er, with 24,994,769 shares, ac­cord­ing to the 2023 an­nu­al re­port.

When ques­tioned on whether she re­ceived a $7 mil­lion bonus from Massy three days be­fore she raised con­cerns about gov­er­nance in the com­pa­ny, Parisot-Pot­ter in­stead di­rect­ed the fo­cus on Warn­er.

In a no­tice on the Ja­maica Stock Ex­change for the last quar­ter, Massy list­ed Warn­er with 29,459,348 shares.

Parisot-Pot­ter’s shares were no longer list­ed. 

Af­fon­so, the in­com­ing chief ex­ec­u­tive, was list­ed in the 2023 re­port with 2,638,496 shares. 

On the Ja­maica Stock Ex­change for the first quar­ter of Massy’s fi­nan­cial year, he was list­ed as own­ing 4,790,280 shares.

“To­day, Massy is more than 100 years old; or­gan­i­sa­tions do not sur­vive for more than a cen­tu­ry with­out con­tin­u­al­ly learn­ing, evolv­ing, and im­prov­ing. We in­tend, with all hu­mil­i­ty and courage, to be an even stronger or­gan­i­sa­tion from this ex­pe­ri­ence and to max­imise the op­por­tu­ni­ty for learn­ing and change,” Ri­ley said. 

Two months af­ter her claims, on Feb­ru­ary 8, in a news­pa­per ad­ver­tise­ment, Massy an­nounced that Warn­er would pro­ceed with ear­ly re­tire­ment on his 59th birth­day on April 6, 2024. 

He was suc­ceed­ed by David Af­fon­so, who is the same age and is due to re­tire next year.

On March 8, Massy’s vice pres­i­dent of glob­al ex­pan­sion, David O’Brien, an­nounced that he would leave the com­pa­ny on June 8.

Parisot-Pot­ter:

The £11.8 M is ut­ter rub­bish, mis­lead­ing ex­trap­o­la­tion of is­sues

Re­spond­ing to the Sun­day Guardian yes­ter­day, Parisot-Pot­ter said,

“The £11.8 M is ut­ter rub­bish and a mis­lead­ing ex­trap­o­la­tion of is­sues.

I have not been privy to the re­port; so of course I can’t com­ment. I would be in­ter­est­ed to un­der­stand the state­ment that the ‘al­le­ga­tions are un­found­ed.’ Is Massy re­fer­ring to the nine con­cerns I ac­tu­al­ly raised or the more than 100 al­le­ga­tions Massy stat­ed I’d raised? So is it none of the more than 100 or is it none of the nine? “

Parisot-Pot­ter has been ac­tive on so­cial me­dia, do­ing a 13-part se­ries called Cor­po­rate Chron­i­cles. 

In her last in­stal­ment post­ed yes­ter­day, she sum­marised the 13-page memo re­count­ing a meet­ing with Warn­er.

“It be­came clear to me that the is­sues I had raised (all of which are ful­ly de­tailed in the 13-page doc­u­ment) in that meet­ing of the 6th Sep­tem­ber, in do­ing my job as the then gen­er­al coun­sel, were the sub­ject of much dis­cus­sion with the lead­er­ship and the chair­man of the board. This was a pat­tern that had be­gun in 2022 when I chal­lenged the so-called Del­phi lead­er­ship train­ing pro­gramme run by close per­son­al friends of the then CEO, which I was forced to at­tend. 

“On 11 Oc­to­ber, 2023, I at­tend­ed a meet­ing with the (for­mer) CEO at which I again raised the is­sues I’d pre­vi­ous­ly raised on 6 Sep­tem­ber, 2023, along with the oth­er con­cerns that I had al­ready placed in the 13-page doc­u­ment and which I dis­cussed at length with the CEO. I re­ceived no re­sponse, ei­ther ver­bal or writ­ten, to ad­dress any of the con­cerns. This lengthy, de­tailed memo (con­tain­ing nine (9) NOT 100 con­cerns) was put in­to the hands of the com­pa­ny CEO af­ter sev­er­al at­tempts to find an­swers and res­o­lu­tion to se­ri­ous is­sues of ethics, gov­er­nance, and trans­paren­cy I raised were re­peat­ed­ly and bla­tant­ly ig­nored,” she said.

“I raised con­cerns about the ir­reg­u­lar­i­ty of the chair and oth­er UK-based and oth­er mem­bers of the BOD who are sup­posed to have in­de­pen­dent over­sight, join­ing in­to the rit­u­als—paid for in USD by share­hold­ers. I raised con­cerns about the con­cen­tra­tion of pow­er in­to the hands of a sin­gu­lar, de­i­fied leader who was present at every com­mit­tee and had in­flu­ence on all mat­ters, in­clud­ing his own salary (and un­usu­al changes to the bonus schemes). I ex­pressed in­creduli­ty at the lack of ac­tion by the chair to rein in rather than ex­alt the CEO or to ques­tion ir­reg­u­lar­i­ties in spend, in pro­cure­ment, process­es, and struc­tures. I raised con­cerns about un­usu­al and ex­ces­sive spend­ing of USD that was not linked to strate­gic ob­jec­tives and re­flect­ed a pref­er­ence for non-lo­cal ser­vice providers payable in sig­nif­i­cant Forex sums.

“My penance for do­ing my job was to be threat­ened in­to si­lence, ma­ligned, and ban­ished. I was pun­ished for speak­ing truth to pow­er and pro­tect­ing share­hold­ers’ in­ter­ests. De­spite the fact that I was three years away from re­tire­ment, an ac­tive in­vestor in shares, stand­ing to ben­e­fit from bonus schemes, I re­signed on prin­ci­ple. Al­though there are dif­fer­ing opin­ions on the how and the why, I knew that this was my on­ly re­course. The con­temp­tu­ous state­ments, at­tacks, ridicule, and smear cam­paigns em­pow­er me. The cronies and syco­phants who have ben­e­fit­ed or share some­how in the fra­ter­ni­ty mean noth­ing to me. Right-think­ing peo­ple and those who do not look for the an­swers from the dead con­tin­ue to sup­port me. 

“With re­gard to the re­port that was iron­i­cal­ly re­leased on Good Fri­day, 4th April, I have not seen the re­port, I have not been con­tact­ed, and al­most four months lat­er, I am still await­ing a re­sponse to my 13-page memo. But more on that an­oth­er time,” she said.

“See you at the 101st AGM, where I hope to be ap­plaud­ing pos­i­tive change, in­clud­ing in the lead­er­ship, the board, and the gov­er­nance of this or­gan­i­sa­tion,” she said.