Trinidad and Tobago
Guardian
Shareholders concerned about bonuses to Massy executives
By Asha Javeed
Warner’s early exit ...
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, nonexecutive 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, nonexecutive 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, nonexecutive 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.
PICTURE
ABRAHAM DIAZ-
President and group chief executive officer of
the Massy Group Gervase Warner./