Asha Javeed

Lead Ed­i­tor In­ves­ti­ga­tions

asha.javeed@guardian.co.tt

Share­hold­ers’ con­cerns about bonus­es paid to Massy ex­ec­u­tives formed part of a meet­ing held with Massy Hold­ings’ pres­i­dent and chief ex­ec­u­tive Ger­vase Warn­er be­fore he de­cid­ed to re­tire one year ear­li­er than due.

The Sun­day Guardian un­der­stands that Massy’s Gov­er­nance, Nom­i­na­tions and Re­mu­ner­a­tion Com­mit­tee (GN­RC) con­vened a meet­ing ear­li­er this month in which bonus­es formed part of the dis­cus­sion.

In at­ten­dance at the meet­ing were Massy’s chair­man Robert Ri­ley, di­rec­tors Nigel Ed­wards and Luisa Lafau­rie Rivera (the chair of the GN­RC), and Warn­er.

Massy’s GN­RC com­pris­es four in­de­pen­dent, non-ex­ec­u­tive di­rec­tors, but Warn­er at­tends all GN­RC meet­ings, ac­cord­ing to the com­pa­ny’s 2023 an­nu­al re­port.

The Sun­day Guardian un­der­stands 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.

Sub­se­quent to the GN­RC’s meet­ing, on Feb­ru­ary 8, in a news­pa­per ad­ver­tise­ment, Massy an­nounced that Warn­er would pro­ceed on ear­ly re­tire­ment on his 59th birth­day on April 6, 2024. He will be suc­ceed­ed by David Af­fon­so, who is the same age and due to re­tire next year.

The meet­ing was called even as an ac­tive in­ves­ti­ga­tion was tak­ing place by the com­pa­ny in­to gov­er­nance al­le­ga­tions made by its for­mer Group Coun­sel, An­gelique Parisot-Pot­ter at the com­pa­ny’s 100th an­nu­al gen­er­al meet­ing last De­cem­ber.

The Sun­day Guardian un­der­stands that there has been fric­tion be­tween Massy’s largest share­hold­er, the Na­tion­al In­sur­ance Board (NIB) and Massy over the past few months.

The Sun­day Guardian un­der­stands that fric­tion first cen­tred around the NIB seek­ing to have a rep­re­sen­ta­tive on Massy’s board. Ed­wards, the ex­ec­u­tive di­rec­tor of the Unit Trust Cor­po­ra­tion (UTC) and the chair­man of the Trinidad and To­ba­go Rev­enue Au­thor­i­ty (TTRA) was the NIB’s nom­i­nee and was even­tu­al­ly ac­cept­ed on the board.

How­ev­er, last year, ahead of Massy’s 100th AGM, NIB want­ed con­sul­ta­tion and fore­knowl­edge on the di­rec­tors to be ap­point­ed to Massy’s board but the com­pa­ny had re­sist­ed.

It was at that meet­ing on De­cem­ber 18, 2023, that Parisot-Pot­ter took to the floor dur­ing the ques­tion-and-an­swer pe­ri­od and voiced con­cerns about the con­glom­er­ate’s ex­ec­u­tive lead­er­ship con­sul­tant–the Flori­da-based Del­phi Sphere Con­sult­ing. She told the com­pa­ny’s board of di­rec­tors that she had writ­ten a 13-page let­ter to Warn­er but had re­ceived no com­mu­ni­ca­tion on the mat­ter.

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 was sent on ad­min­is­tra­tive leave af­ter the in­ci­dent but even­tu­al­ly re­signed from the com­pa­ny, nine days af­ter she went pub­lic with her claims. Massy sub­se­quent­ly halt­ed the train­ing pro­gramme and be­gan an in­ves­ti­ga­tion.

Apart from the Del­phi al­le­ga­tion, the de­tails of Parisot-Pot­ter’s 13-page let­ter have not been made pub­lic.

Nei­ther Warn­er nor the com­pa­ny’s chair­man Robert Ri­ley re­spond­ed to ques­tions from the Sun­day Guardian.

What Warn­er said about his ex­it

Last week, in an in­ter­nal email sent to all staff, Warn­er said the dis­rup­tion caused by the com­pa­ny’s an­nu­al gen­er­al meet­ing led to his ear­ly ex­it from the or­gan­i­sa­tion.

Warn­er said that with one year left be­fore re­tire­ment,  it was best “to step aside and al­low a new leader the space and op­por­tu­ni­ty to guide the com­pa­ny through this un­set­tling pe­ri­od.”

“This was a tough de­ci­sion as I weighed whether it was bet­ter for the com­pa­ny for me to stay or step aside. I en­gaged the board and af­ter lengthy con­sid­er­a­tion, we agreed that my ear­ly re­tire­ment would in­deed be in the com­pa­ny’s best in­ter­est. I do re­alise that our de­ci­sion is sur­pris­ing and many of you may strug­gle to un­der­stand,” he said.

Fol­low­ing the AGM, Warn­er had said that sev­er­al of the com­pa­ny’s di­rec­tors had al­so done the pro­gramme and that Parisot-Pot­ter would not be the first ex­ec­u­tive who has had dif­fi­cul­ty in a pro­gramme like this.

“We think a part of our se­cret at Massy is that we are will­ing to do this kind of work as lead­ers. It is the kind of work that we have done that al­lows us to have the re­sults the com­pa­ny shows. That is be­cause cul­ture eats strat­e­gy for break­fast,” he had said.

While is­su­ing a press state­ment de­scrib­ing Parisot-Pot­ter’s claims as ab­surd, Massy’s in­ves­ti­ga­tion will fo­cus on the claims raised in the 13-page let­ter to Warn­er.

Warn­er said that “the re­al­i­ty is a com­pa­ny, like Massy, doesn’t sur­vive 100 years grow­ing to be one of the largest, most-re­spect­ed busi­ness groups in the Caribbean with­out go­ing through many ups and downs.”

“Pres­sure and tough times are par for the course. Dif­fi­cult mo­ments sel­dom phase me. I am very well aware that there are no free­bies or fairy tales in busi­ness. You grow busi­ness­es over a sus­tained pe­ri­od of time through vi­sion, grit, brav­ery, luck, con­sis­ten­cy and sur­round­ing your­self with in­cred­i­ble peo­ple that in many ways are smarter and bet­ter than you. I am im­mense­ly proud of the many things that we have achieved dur­ing my tenure—I’m a num­bers guy and the num­bers speak for them­selves,” he said.

The Sun­day Guardian un­der­stands that the in­ves­ti­ga­tion in­to Parisot-Pot­ter’s al­le­ga­tions would not be com­plet­ed un­til mid-March.

The largest share­hold­er of Massy is the State through the Na­tion­al In­sur­ance Board–20 per cent, Re­pub­lic Bank Lim­it­ed (Trust & As­set Man­age­ment)—ten per cent and the Unit Trust Cor­po­ra­tion—4.5 per cent—com­bined they own 34.5 per cent of Massy.

Some of what the 2023 an­nu­al re­port re­vealed

The nine in­de­pen­dent, non-ex­ec­u­tive di­rec­tors of Massy Hold­ings Ltd re­ceived a to­tal of $3,920,000 for their ser­vice to the in­vest­ment hold­ings group in the fi­nan­cial year end­ing Sep­tem­ber 30, 2023.

The group’s 2023 an­nu­al re­port dis­clos­es the com­pen­sa­tion for the in­de­pen­dent, non-ex­ec­u­tive di­rec­tors to be:

• Board: $3,420,000

• ↓Au­dit and Risk Com­mit­tee: $320,000

• ↓Gov­er­nance, Nom­i­na­tions and Re­mu­ner­a­tion Com­mit­tee (GN­RC): $180,000

At $3,420,000 for the pe­ri­od Oc­to­ber 1, 2022, to Sep­tem­ber 30, 2023, Massy’s nine in­de­pen­dent non-ex­ec­u­tive di­rec­tors each re­ceived an av­er­age of $380,000 for the 12-month pe­ri­od.