(Trinidad Guardian) Former Massy Holdings executive vice president, Angélique Parisot-Potter, is threatening to seek the intervention of the High Court to compel Massy Holdings Ltd to circulate a shareholder proposal she submitted for inclusion in the group’s management proxy circular, which has been sent to shareholders of the group in preparation for its 101st annual meeting.
The Sunday Guardian understands that in the shareholder proposal, Parisot-Potter calls for transpency, governance and other reforms at Massy, including the replacement of its chairman, Robert Riley, a detailed breakdown of the fees paid to management consultants McKinsey and company for the last ten years, the disclosure of the total expenditure on Delphi Sphere Consulting over the last ten years and information with regard Niquan’s debt to the company
Section 117 of the Companies Act mandates companies that solicit proxies “shall set the (shareholder) proposal out in the management proxy circular…or attach the proposal to that circular.”
In its management proxy circular for its January 15, 2025 annual meeting, Massy states, “No compliant proposal has been received from any shareholder pursuant to sections 116 (a), 117(2) and 119 of the Companies Act.”
Section 119 of the Companies Act provides six grounds on which a company is not required to comply with section 117.
These include if the shareholder proposal clearly appears to be submitted “primarily for the purpose of enforcing a personal claim or redressing a personal grievance against the company or it directors,” and where “in the best judgment of the directors” the proposal is “inimical to the commercial interest of the company.”
Section 121 of the Act mandates that companies that refuse to include a proposal or statement in a management proxy circular “shall, within ten days after receiving the proposal or statement, notify the shareholder submitting the proposal or statement of its intention to omit the proposal or statement from the management proxy circular,” and provide the reasons for refusal in writing.
Parisot-Potter submitted her shareholder proposal on July 31, 2024. The ten-day deadline for Massy to have responded to her request for the inclusion of her shareholder proposal in the management proxy circular would have ended on August 10.
Massy refused Parisot-Potter’s request for inclusion on September 20, 2024, well beyond the deadline prescribed in the Companies Act. In that letter, Massy stated that the shareholder proposal raised “personal issues,” that Parisot-Potter has with Massy and in the best judgment of the group’s board the proposal is “inimical to the commercial interest of the company … and its circulation will only serve unfairly and unjustifiably to damage investor confidence …”
In response, Parisot-Potter insisted she was seeking the interest of the group’s shareholders, and not her personal interest.
In a letter to CEO of the T&T Securities and Exchange Commission (TTSEC), Kester Guy, dated November 28, the Sunday Guardian was told that Parisot-Potter also intends to seek the High Court’s intervention to restrain the holding of Massy’s upcoming annual meeting, if the company refuses to include her shareholder proposal in its management proxy circular.
Section 122 of the Companies Act allows a shareholder who is “aggrieved by the company’s refusal under section 121 to include a proposal in a management proxy circular” to apply to the High Court to restrain a meeting of shareholders.
Parisot-Potter, as well, is seeking to use her shareholder rights, in accordance with section 170(1) of the Companies Act, to compel the attendance at the annual meeting of PwC, Massy’s external auditor, to answer her questions on the conduct of the audit, the preparation and content of the finanial statements and matters related to the company’s governance and oversight.
“An auditor or former auditor of a company who fails without reasonable cause to comply with subsection (1) is guilty of an offence,” according to 170(3) of the Act.
In the letter to the TTSEC CEO, Parisot-Potter also made clear that she expects the Commission “to act decisively to protect shareholder rights and enforce compliance by Massy as a listed entity.”
She requested a substantive response to the issues she raised no later than December 5, “failing which I will have no choice but to proceed with court action to protect my rights as a shareholder.”
At Massy’s 2023 December 18, 2023 annual meeting, Parisot-Potter raised issues concerning the role and influence of Delphi and the amount of foreign exchange Massy spends on consultancies.
Following the furore caused by her comments at the annual meeting, she resigned effective December 27, 2023.
