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“When you play the Game of Thrones, you either win or die. There is no middle ground.” Cersei Lannister, Game of Thrones, season one, episode seven.
At the annual general meeting (AGM) celebrating Massy’s 100th anniversary, an employee used her shareholding rights to disrupt the commemoration.
Two days later, the Group CEO lamented to the Group’s employees: “We are saddened that the actions of one person became the main takeaway… instead of the growth and successes of Massy over the past year…”. What should the public and other shareholders make of this debacle?
The Group’s General Counsel, also in charge of Business Integrity, launched the complaint. There were two main strands: “bizarre rituals” and misuse of foreign exchange for training in Florida: two explosive issues destined to attract attention among the nation’s citizens, not only shareholders.
She claimed that the Group CEO ignored the initial complaint. She “expressed doubt that the Massy board had received her 13-page letter”.
A whistleblower, by definition, reports waste, fraud, abuse, corruption, or dangers to public health and safety to someone who can rectify the wrongdoing.
If the Group CEO is responsible for the training, what relief can be expected in restricting the appeal to him?
Massy has a board, a governance committee and a whistleblowing policy (Annual Report, 2023, p.89 and 91). The Group Chairman assumed office in May 2023. As group counsel, she would have had free access to the chairman and the governance committee. The Governance Committee Head is a non-Trinidadian and a woman (Annual Report 2023, p.97). Why was there no outreach to her?
Why restrict the complaint to the CEO? This approach is odd when one listens to a January 2019 international webinar by WhistleB, a whistleblowing company, which lists Massy as a customer.
In the webinar, the General Counsel extolled Massy’s exceptional embrace of whistleblowing in a “corrupt country”! The Board, the Executive and the CEO were cited by her several times as very supportive.
Can a company’s chief lawyer be a whistleblower?
The attorney-client privilege is sacred and essential to lawyers’ conduct. The general counsel is the company’s attorney, whose duty is to protect the company. We have witnessed the Trump battles over this issue of attorney-client privilege. The presence of crime-fraud has been proven to pierce this shield of privilege.
Were the Massy allegations criminal in nature? They were not. They may be scandalous but not criminal.
Did the Counsel go through the internal process for reporting ethical breaches? By her open admission at the AGM, she did not. Corporate lawyers who squeal on their employers risk violating ethical rules and breaching confidentiality.
The situation should raise serious questions among the Board members about the CEO’s conduct. At what point was the Board informed? Did the Chair know of the complaint before the AGM?
Photo: Massy
If yes, why was the complaint not dealt with expeditiously? Did the Chair and CEO weigh the risk of the General Counsel taking the action at the AGM?
At the AGM, the Group Chair assured the complainant that “her letter was being taken very seriously as it was being reviewed and investigated”. He hoped those issues could be resolved.
Initially, the CEO spoke to the media and never directly addressed the allegations. Instead, he argued that the training programme had “a direct linkage to the performance of our businesses”.
Any casual follower of the Massy shares would shake their heads in disbelief. This stock traded below its book value for many years: the share price was lower than the asset value. Decisive actions post-2019 about the Group’s structure have turned it into an outperforming stock.
In a letter to staff, the Group CEO later disclosed that “many of the group’s leaders and some board members had attended the programme”. He admitted other executives’ misgivings about the programme.
One of the startling undiscussed allegations raised by the General Counsel speaks to the trainers acting as ‘quasi-shadow directors’–persons who indirectly control a company’s activities. There was talk about ‘group think’.
How should we process these allegations?
The Board and the CEO’s post-AGM attempts at damage control employed unwise language. The Express editorial (23 December) upbraided them:
“… The board’s response has been rather intemperate. In a media release, the directors declared that they were ‘appalled’ at Ms Parisot-Potter’s ‘behaviour’, as though she had thrown a tantrum, describing her claims as ‘patently untrue and scandalous’.
“An internal memo to all staff yesterday, signed by president and CEO Gervase Warner, took a similar tone, saying her claims ‘certainly cross into the realm of the absurd’…”
The Group whistleblowing policy was being shredded. Who was leading whom? Was the Board asking the right questions?
Culture eats strategy for breakfast, as Peter Drucker taught us in 2006. But what is the Massy culture, based on the handling of these events? Is Massy’s high-sounding narrative just rhetoric?
This perfect storm reveals the fragility of the Board transition and leadership. The chairmanship changed in May. Nine of the thirteen directors have less than three years of Board service (Annual Report 2023, p.92).
A key experienced Board member must have been severely distracted by his recent challenges in Jamaica. Is this why the Group CEO was not placed on administrative leave, as was the General Counsel, while the external counsel sorted through the chaos?
To believe that, with the General Counsel’s resignation, the saga has run its ‘nine days’ is to live in La La Land. The proverbial Fat Lady has not sung.
The shares held steady because of the ownership structure. But are the shenanigans for control of the Company beginning? Both political parties have voiced their opinions on this unfortunate episode.
Given the present shareholding, will the government seek to play a more prominent role in Massy? If they do, what will be the ripple effect?
Did the Board’s action evoke confidence among the other large shareholders? What will they do?
Stay tuned. There is no middle ground!
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I suppose the difference between this CEO and the other one who lied perennially to the board and ultimately the line minister (only to be booted out) is his ability to keep improving the bottom-line. Afterall does anything else matters in this joke that passes for a country? In other jurisdictions such a revelation would have the company’s P.R. mechanism scrambling to do all kinds of damage control but not in sweet TNT.