Caribbean Corporate Governance Institute (CCGI) Press Releases

Parent boards legal risk for subsidiaries increases

Kamla Rampersad - de Silva — Sat, 02 Jul 2022 17:42:25 GMT

Media release - July 1^st, 2022

Parent companies now at greater legal risk for their subsidiary companies

Corporations are now more likely to be successfully sued for the actions of their subsidiaries.

This was the grim news delivered by Suzanne Ffolkes-Goldson, attorney and senior lecturer at the University of the West Indies law faculty at the Mona campus in Jamaica.

Speaking on the topic “Parent and Subsidiary Boards and Legislations” at Governance Week 2022, an annual event hosted by the Caribbean Corporate Governance Institute (CCGI), Ffolkes-Goldson said, “The actions of a subsidiary can impact the parent company, even if things are done to ensure they are separate.” The theme for Governance Week is “Developing the Conscience of the Board” sponsored by First Citizens Bank, Republic Bank, Angostura, PwC and JMMB Group Ltd.

Folkes-Goldson told participants that, save in matters of fraud, the courts have typically upheld the “corporate veil” between parent companies and their subsidiaries. “Each company is a separate legal entity and the corporate veil is a sacrosanct legal principle,” she explained. However, this was now changing, Ffolkes-Goldson warned, with the courts now taking into consideration other factors, such as human rights violations, environmental impact, and even lack of corporate transparency.

On this last, Ffolkes-Goldson cited the example of a Unilever shareholder who is suing the corporation over a decision taken by its former subsidiary, the ice cream company Ben and Jerrys, which had decided to stop selling its products in Israeli-occupied territories in Palestine. “This was an independent decision that generated quite a bit of backlash,” said Ffolkes-Goldson. In response, Unilever sold Ben and Jerrys, but this did not stop the lawsuit going forward.

Grounds on which the courts could find the parent company liable for the acts of its subsidiary included proximity (interlocking or shadow directors), similar codes of conduct, group-wide policies, claims to exercise control over subsidiaries (whether the parent company does so or not), and failure to predict probable risk.

Admitting there were no easy solutions, Ffolkes-Goldson recommended that corporations pay more attention to subsidiary governance. “You have to put in place a framework that you plan to use as a legal defence,” she said.

She listed several measures that corporations can use to create such a framework, such as:

· Policies that all subsidiary companies had to follow
· Effective communication channels between parents company and subsidiaries
· Audits
· Governance support for subsidiaries
· Ensuring board minutes reflected members’ concerns about subsidiaries
· Having a majority of board members be tax residents of the relevant jurisdiction

The difficulty, Ffolkes-Goldson admitted, was that these same measures could be used in court to prove closeness, and therefore liability, between the parent company and the subsidiary in the event of a lawsuit. “It’s a case of damned if you do, damned if you don’t,” she said.

From the Caribbean Corporate Governance Institute

Contact CEO Kamla Rampersad de Silva at 3868-221-8707

Or email: kamla.rampersad-desilva@caribbeangovernance.org

Culture of secrecy may undermine Caribbean firms

Kamla Rampersad - de Silva — Sat, 02 Jul 2022 17:40:58 GMT

Culture of secrecy may undermine Caribbean firms

Caribbean companies have a culture of secrecy that will harm their financial prospects in the present business climate.

This was the view of business consultant Dr Rollin Bertrand, who moderated a panel discussion titled “The Importance of transparency and disclosure” on Day Five of Governance Week 2022. This is an annual event hosted by the Caribbean Corporate Governance Institute (CCGI). The panellists were Judith Chung, Group Chief Compliance Officer and Senior Legal Counsel at

GraceKennedy; Dave L Garcia, who heads the Legal and Corporate

Services Division of the NCB Financial Group Limited; and Dr Ron Sookram, Academic Director at the Arthur Lok Jack Global School of Business.

The theme for Governance Week is “Developing the Conscience of the Board” sponsored by First Citizens Bank, Republic Bank, Angostura, PwC and JMMB Group Ltd.

Chung noted that investors were now looking at values and corporate governance as factors when deciding where to put their money. “This will increase trust and confidence in the market,” she asserted.

Sookram focused on the non-financial aspects of compliance, saying that most Caribbean companies were at the “embryonic stage” in this regard. “We need to get more Trinidad and Tobago companies to make their ESG (environmental, social, governance) criteria more measurable,” he said, “rather than just storytelling. Statements need to be substantiated with evidence.”

Garcia argued that character should be companies’ first concern. “We must ensure we have the right character before we have the right reputation,” he said. Noting that transparency was defined by truth, accuracy, accessibility and timeliness, he suggested that “If we are leading with disclosures, we can provide context and the facts.” This, he added, was more advantageous than responding to a leak.

Chung said that “Transparency and disclosure are very important parts of good corporate governance.” She argued that this was only possible to achieve with the right company culture. “It starts with building a culture of transparency,” she said. “But a culture is not easy to change and it starts from the top with the board of directors. So the most critical thing is to have people who are aligned with those values.”

From the Caribbean Corporate Governance Institute

Contact CEO Kamla Rampersad de Silva at 868-221-8707

Or email: kamla.rampersad-desilva@caribbeangovernance.org

Farrell - Politicians wanted Integrity Commission to fail

Kamla Rampersad - de Silva — Sat, 02 Jul 2022 17:39:13 GMT

Media release 30/06/22

Politicians want the Integrity Commission to fail

This country’s Members of Parliament created the Integrity Commission so it would fail.

This was the decided view of economist and former Deputy Central Bank governor Terrence Farrell. “The Commission had been dogged by controversy from the very start,” he pointed out. “When that legislation was proclaimed, I wrote then that it was going to fail. I am not sure that our legislators had any good intent.”

Farrell was taking part in a discussion at Governance Week 2022, following a presentation by former Integrity Commission chairman Ken Gordon. Gordon had given a presentation titled “Recommendations to Improve the Integrity in Public Life Act” on the third day of the annual online event, which is hosted by the Caribbean Corporate Governance Institute (CCGI).

Politicians had bad intent

“Every single MP voted for the legislation,” said Farrell. “but they set it up in a way that it was guaranteed to fail.”

Gordon disagreed, saying, “I don’t think it was destined to fail, but I don’t think they thought it through.”

Farrell, however, argued that the MPs’ bad intent was shown by them undermining the Commission and any other watchdog body. “They create the Financial Intelligence Unit and where do they put it? In the Ministry of Finance,” he said. “Yet this is a body that investigates matters related to finance!”

Integrity Act needs to be changed

Farrell also noted that the Integrity in Public Life (Amendment) Bill 2014, prepared by the Gordon-led Commission, highlighted what was missing from the 2005 Act.

In his presentation, Gordon listed some of the amendments to the Act that had been submitted to Cabinet. These included means for enforcing the provisions of Section 5 (27/5) and Section 34 of the Act which give the Commission the power to:

· authorise investigations
· summon witnesses
· subpoena persons
· search and seizure.

Also recommended were whistle-blower provisions and arrangements for exchanging information between the Board of Inland Revenue, the Police Service, Customs, Immigration, and the FIU.

Farrell agreed with Gordon that the requirement for all members of public bodies to declare their assets to the Integrity Commission was counter-productive. “It’s a waste of time,” he said. “People refuse to declare and nothing has happened. The Cabinet has ignored the recommendations because it doesn’t want a strong, independent Integrity Commission with strong investigative powers.”

Our sponsors for Governance Week 2022:First Citizens Bank Our Gold Sponsor, Republic Bank Limited, our silver sponsor and three bronze sponsors JMMB Group Ltd, PwC and Angostura Limited.

From the Caribbean Corporate Governance Institute

Contact CEO Kamla Rampersad de Silva at 868-221-8707

Or email: kamla.rampersad-desilva@caribbeangovernance.org

Ken Gordon calls on President to review Commissioners of Integrity Commission

Kamla Rampersad - de Silva — Sat, 02 Jul 2022 17:35:52 GMT

Media release 29/06/22

Former Integrity Commission chairman calls on President Paula Mae Weekes to review Commission’s board members

Former chairman of the Integrity Commission, Ken Gordon, says that an effective Integrity Commission is not only good for our country, but it is necessary. He added that there must be the authority for effective implementation as without it the Integrity in Public Life Act (IPLA) is little more than a recitation of good intent and an exercise in futility.

He called on President Paula Mae Weekes to decide whether the present members of the Commission are fit to serve saying that she should be fully briefed on the issues surrounding the resignation of former deputy chairman retired High Court judge Sebastian Ventour.

Gordon made this call in a presentation titled “Recommendations to Improve the Integrity in Public Life Act”. He was speaking at Governance Week 2022, an annual event hosted virtually by the Caribbean Corporate Governance Institute (CCGI). The theme of Governance Week is “Developing the Conscience of the Board”.

Referring to the 2015 resignation of Justice Ventour, over the “Emailgate” issue, Gordon said that Ventour had “acted in accordance with the highest traditions of principled behaviour.” Ventour had resigned over a statement issued, despite his objections, by the Commission stating that there was insufficient evidence to continue the investigation.

In 2013, the IC began investigating allegations made by then-Opposition Leader Dr Keith Rowley, who in Parliament read out printouts of emails purporting to be from key Government ministers engaged in various conspiracies.

“Did members of the Commission acting in spite of the caution given to them by the Deputy Chairman misbehave in office in accordance with Section 8 (2) (e) of the Act?” Gordon asked. “Should their appointments have been terminated by the President?” He further questioned whether the President genuinely failed to understand the importance of having this matter investigated.

“These are highly sensitive issues which require integrity and courage if decisions are to be respected,” he said. “Qualities which appear to have been sadly missing from the Commissioners in these circumstances. But issues of such importance can no longer be swept under the carpet. Not if we are serious about transformational change and transparency.”

Gordon made seven recommendations to improve the IC. These included President Weekes reviewing the circumstances that led to Ventour’s resignation; a cost-benefit analysis of the requirement that persons serving on public boards declare their assets; that the Opposition Leader be included among persons choosing the IC chairman; and that Prime Minister Keith Rowley refrain from “public humiliation” of the Commission.

Gordon also noted that eight recommendations proposed in the Integrity in Public Life (Amendment) Bill 2014 under his tenure had been sent to the Office of the Attorney General to submit to Cabinet.

“To the best of my knowledge, a response is still awaited after eight years,” he said.

He noted that the Commission today continues to address the mounting problems of its task with yesterday’s tools and that counterparts in New South Wales, Singapore and Hong Kong had fixed similar issues with excellent results.

He called for the inclusion of a provision imposing a duty on persons exercising public functions and to report any act in which he/she suspects any concern or corrupt conduct; and for arrangements be put in place in order to facilitate the exchange of information between the Board of Inland Revenue, the Police Service, Customs, Immigration and the Financial Intelligence Unit (FIU). This to avoid duplication, enhance investigation and cooperation, and facilitate handling of investigations.

From the Caribbean Corporate Governance Institute

Contact CEO Kamla Rampersad de Silva at 868-221-8707

Or email: kamla.rampersad-desilva@caribbeangovernance.org

Major Local Companies Support Good Corporate Governance

Kamla Rampersad - de Silva — Thu, 17 Jun 2021 13:59:53 GMT

Major Local Companies Sponsor Governance Week 2021

Three major local companies have pledged their support to improving corporate governance in T&T and the Caribbean with their sponsorship of Governance Week, hosted by the Caribbean Corporate Governance Institute (CCGI).

Gold sponsor Republic Bank and Bronze sponsors Angostura and PwC will all be participating in the CCGI’s signature annual event, which will bring together over 50 professionals from the Caribbean region to discuss evolving governance practices during the week of online activities from June 27th-July 2nd.

Explaining why Republic Bank decided to become a sponsor of this year’s online event, Kimberly Erriah-Ali Group General Counsel/ Corporate Secretary, Republic Financial Holdings Limited said, “As an institution, Republic Financial Holdings Limited is committed to strong governance standards, and to the constant improvement of these within the larger framework of Environment Social and Governance. Strong governance is a pillar of resilience and stability, which entities must demonstrate now more than ever. With respect to Trinidad and Tobago and the Caribbean governance facilitates the transparency needed to build and bolster trust in institutions, across all sectors, and upon which we as a people rely.”

Globally recognized authority on corporate governance, Professor Mervyn King from South Africa, will deliver the keynote address at the opening ceremony. King is a former Supreme Court Judge and chaired the private sector body that developed a national code of governance, known as the King Code on Corporate Governance.

Each day of the conference will be opened by a distinguished Caribbean speaker. Jamaican attorney-at-law Camille Facey will kick off Day 1; Barbadian PwC senior adviser Ronaele Dathorne Bayrd on day 2; former deputy governor of the Central Bank of Trinidad and Tobago, Dr. Terrence Farrell on Day 3, Chairman of Belize’s RF&G Life Insurance Company Elizabeth Cox on Day 5 and the UK’s Professor Bob Garratt opening Day 5.

Governance Week was launched last year and is the signature event of the Caribbean Corporate Governance Institute. The theme of this year’s event is: “Governance Beyond Covid - Following the North Star:

Resetting values to create value in organizations.”

Explaining why this theme was chosen theme of the conference, CCGI Chief Executive Officer Kamla Rampersad de Silva said: “the disruption caused by the pandemic has created great uncertainty for boards with major changes occurring including the State of Emergency in Trinidad and Tobago, and closure of non-essential businesses. The theme for this year’s governance week is focused on helping directors in the boardroom to focus on long term goals, to look beyond the uncertainty of the present situation. We have over 50 professionals who will be sharing on their experiences to help navigate the challenges faced and provide guidance on how to reset the values that create long term success.”

She also noted that it was a great honor to host one of the leading global professionals in the world to speak to participants and expressed appreciation to all the sponsors for making the 2nd annual Governance Week possible.

The Opening Ceremony will be followed by five days of conference. The structure comprises an opening speaker each day followed by three 90-minute panel discussions.

Each day of the conference will focus on a different sector:

Day 1 – June 28th - Corporate Secretaries Forum

Day 2 – June 29th - Governance of the Private Sector

Day 3 – June 30th - Governance of the Public Sector

Day 4 – July 1st - Governance SMEs and Family-owned businesses

Day 5 – July 2nd - Governance of Groups and Conglomerates

Global Authority in Corporate Governance to Open Caribbean Governance Week

Kamla Rampersad - de Silva — Tue, 15 Jun 2021 14:03:24 GMT

Globally recognized authority on corporate governance, Professor Mervyn King from South Africa, will deliver the keynote address at the Opening Ceremony of Governance Week, hosted by the Caribbean Corporate Governance Institute (CCGI).

Governance Week was launched last year and is the now the CCGI’s signature calendar event. The theme of this year’s event is: “Governance Beyond Covid - Following the North Star: Resetting values to create value in organizations.”

The Opening Ceremony on June 28th will be followed by five days of conference. The structure comprises an opening speaker each day followed by three panel discussions each lasting 90 minutes. Each day of the conference will focus on a different sector and be opened by a distinguished speaker.

Jamaican attorney-at-law Camille Facey will kick off Day 1. She is the Managing Partner of the law firm FACEYLAW, sits on the Board of the Jamaica Chamber of Commerce, chairs the Building Practitioners Board, and delivers corporate law and governance training for the Jamaica Stock Exchange

Barbadian PwC Senior Adviser Ronaele Dathorne Bayrd will lead Day 2. She leads the PwC Corporate Services practice in the Caribbean region. She is a Fellow of the Chartered Governance Institute of Canada and has extensive experience in the examination and implementation of international corporate governance best practice. She has led teams involved in board assessments and board training for companies based in Barbados, Grenada, Trinidad and Tobago and the Cayman Islands.

Economist and former Deputy Governor of the Central Bank of Trinidad and Tobago Dr. Terrence Farrell will lead Day 3. With a Ph.D. in Economics, a license to practice law and certified as a mediator, Dr. Farrell is also a published author, has sat on a number of State and private sector boards in T&T, Jamaica, St Lucia and the UK, and is currently a director of Republic Bank, Tatil Life and several private companies.

Chairman of Belize’s RF&G Life Insurance Company Elizabeth Cox will kick off Day 4. She is also the CEO and principal consultant of Casper Investments Inc in Guyana.

The UK’s Professor Bob Garratt will lead off Day 5. He is a company chairman, consultant, and academic working on corporate governance, board and director performance, and strategic thinking issues. He is the author of The Fish Rots From The Head: Developing Effective Boards; Thin On Top: Why Corporate Governance Matters; Developing Strategic Thought (ed); and The Learning Organisation: Developing Democracy At Work. He is also a Founder Member of The Commonwealth Association for Corporate Governance, sits on the Chartered Accreditation Committee of the UK Examinations Board, and leads the Developing Strategic Thought programme of the Institute of Directors, London.

Each day of the conference will focus on a different sector as follows:

Day 1 – June 28th - Corporate Secretaries Forum

Day 2 – June 29th - Governance of the Private Sector

Day 3 – June 30th - Governance of the Public Sector

Day 4 – July 1st - Governance SMEs and Family-owned businesses

Day 5 – July 2nd - Governance of Groups and Conglomerates

CEO of CCGI Kamla Rampersad de Silva, noted that it was a great honor to host one of the leading global professionals in the world to open Governance Week. She also expressed appreciation to the sponsors of the event: Gold Sponsor Republic Bank and Bronze Sponsors: Angostura Holdings Ltd and PwC for their support and belief in the CCGI.

T&T cannot afford corruption any longer

Kamla Rampersad - de Silva — Sun, 01 Nov 2020 16:54:01 GMT

Oct 22, 2020: With the double whammy of oil prices and Covid-19, this country cannot afford the ongoing corruption in public office.

This was one of the key points made last week at an online panel discussion on ‘The Challenges in Mandating Integrity and Accountability for those Holding Public Office,’ organised by the Caribbean Corporate Governance Institute (CCGI).

Speakers on the panel were: Dr Terrence Farrell, Consultant and former Deputy Central Bank Governor; Professor Gerry Brooks - Chairman, Unit Trust Corporation (Trinidad) and Lara Quentrall-Thomas - Director, Office of the Procurement Regulation and Chairman, Regency Recruitment and Resources Ltd.

Professor Brooks said the country could not tolerate more racket and corruption for both financial and a socioeconomic reasons. He warned: “As we seek to develop a new society, there is an underbelly of discontent. There is a socioeconomic nerve where people are suffering and where we absolutely have to do the right thing and if we have hordes of people who are doing the wrong thing, that will create a host of socioeconomic problems.”

Noting that despite considerable resources being spent on various institutions, including the police, the courts and the Integrity Commission - corruption was continuing, he said: “We have to take a step back and ask why are these institutions not working…What are the road blocks?”

Brooks urged re-engineering of the judicial and legal justice systems and spoke of the need to ensure that the $1 billion allocation to the Ministry of National Security be used more efficiently and effectively across all agencies, including the Police, Forensic Department, the Financial Intelligence Unit and the Anti-Money Laundering Unit.

He also highlighted the need for public sector reform, questioning how public officials could be expected to effectively run a Ministry and build competence, capacity and organisational capability if they had no control over recruitment, promotions or transfers? He added: “We have to have the courage to say, in this post-Covid era, do we need a CPO?”

Quentrall-Thomas pointed to the situation where, during the lockdown, the majority of the public service were sent to work from home but “the majority did no work, but still took home full salaries,” while hundreds of thousands of people in the rest of society were suffering. “That is absolutely outrageous,” she said. “It cannot be allowed to stand in a time when the country is truly suffering.” She called for this issue to be the focus of immediate accountability, disciplinary protocols and performance management.

To improve the Public Service, she added, “We have to do a much better job of screening and recruitment,” including the use of lie detector tests, to determine the ethical and customer service orientation of persons before they set foot in our buildings, ministries, or Boards.

Farrell was scathing about the ineffectiveness of the Integrity in Public Life Act, describing it as “a bad piece of legislation.” The declarations of people’s assets and liabilities are “a complete waste of time,” he said. “They do nothing to advance what the Integrity Commission ought to be doing, which is investigate and prosecute for corruption…All it does is harass people,” he said.

He was also critical of the Financial Intelligence Unit of T&T Act, noting that under it, the FIU had no powers of investigation and handed over all Suspicious Activity Reports (SARS) to the police who themselves were not equipped to investigate these types of sophisticated, white collar crimes.

Farrell said, “When we adopt legislation, we tend to go for the weakest model possible, and the results we are getting reflects that - zilch!” He highlighted the example of the Commission of Enquiry into CLICO/CL Financial, which ended with a comprehensive report handed to the Prime Minister, who handed it to the DPP, and “we have heard nothing about it since and we spent millions of dollars as a country on that.”

In their final statements, the OPR director said the most urgent issue was the Procurement legislation and she called for full proclamation of the Act. She noted that the Board of the OPR has been putting in place all the systems, infrastructure, guidelines, handbooks, and a significant amount of training of officers In anticipation of full proclamation.

Brooks said ,“the society was at a very, very critical point …the feeling on the ground is that things are hard…we have to address this..it requires enlightened leadership and the determination to change and It also requires an enlightened citizenry to start making demands to force this change.”

Farrell said, “I keep saying to people, when we see things a particular way, it is because somebody wants it that way…It is in someone’s interest to have it that way….When we put weak legislation in place. When we set up the Integrity Commission and do not give it power to investigate and prosecute, we do it deliberately.…somebody wants it that way.”

With respect to the Police Service, he noted, “I think our Commissioner of Police is now finding out what he really has to manage. I don’t think the COP knew and understood the extent to which the Service he was now in charge of, was so corrupt. He didn’t know. He now knows.”

He concluded, “We need somebody, a leader, has to step forward and say ‘no more’. And it has to be somebody like the Prime Minister. It has to be led from that level and come down the line.”

What could be done to eliminate corruption in all its forms? Farrell summed up the solution as: Prevent. Pursue. Prosecute. Punish!

The CCGI has made the complete recording of this invaluable panel discussion available to the general public on its website: www.caribbeangovernance.org.

The Caribbean Corporate Governance Institute (“the Institute”) is a membership organisation headquartered in Trinidad & Tobago dedicated to advancing principles of corporate governance across the Caribbean for corporate governance professionals.

For more information please contact CEO Kamla Rampersad de Silva at 221-8707 or by email at ceo@caribbeangovernance.org

Date: Sunday October 25, 2020

Business, Labour: Collaboration Needed to Confront Covid-19 Challenges

Kamla Rampersad - de Silva — Sun, 01 Nov 2020 16:46:58 GMT

July 30, 2020: Chief Executive Officer of the Trinidad and Tobago Chamber of Commerce, Gabriel Faria lamented the lack of collaboration among government, the private sector and trade unions to confront the social and economic challenges brought on by Covid-19.

Speaking at a virtual Governance Week 2020 on Monday, Faria said he hoped for a resumption of tripartite engagement with whichever political party won the general elections, expected this year. The conference was organized by the Caribbean Corporate Governance Institute (CCGI) and comprised participants from Barbados, Guyana, Jamaica and Trinidad and Tobago.

“In Trinidad, we don’t have that level of maturity at the government level, so it creates a disharmony and I think that is part of the challenge we have as a country. I hope elections are soon and I hope after the elections, the government in power, whichever one that is, will be more receptive to working in true collaboration,” he said while speaking on the challenges facing the private sector during Covid-19.

Executive Director of the Barbados International Business Association (BIBA), Carmel Hayne said Barbados’ Prime Minister Mia Mottley engaged with the private sector and trade unions in a social partnership throughout every stage leading up to the partial closing of the economy.

“We came together, and we discussed whether or not we are going to close our borders. The collective decision was no, Barbados will not close our borders….and therefore, the government adhered to our collective decision in that regard,” she said.

Based on the government’s request, the private sector and trade unions also made submissions on what Barbados’ priorities should be over the next 12-18 months.

General Secretary of the National Trade Union Centre (NATUC), Michael Annisette lamented that the tripartite approach involving government, the private sector and trade unions was not adopted to deal with challenges facing Trinidad and Tobago.

“What we had was actually a dictation of you do this, you do that without any involvement of the social partners so there would have been an appreciation of the concerns from a perspective of labor and the business community, “ said Annisette, also the President of the Seamen and Waterfront Workers Trade Union

He added, “So the decisions would have been reflective of the realities that we are facing because both the private sector and trade unions have constituencies which are so critical to the economy and when you exclude those partners in that decision-making process and leaving only for the government to make then, well then that is a prescription for confusion and the fall out that you continue to see in Trinidad and Tobago.”

Faria said many businesses were suffering and several others were sending home workers and shutting their doors.

“The reality is today businesses don’t even have the money to pay their rent, they don’t have the money to pay salaries and businesses are closing, are falling because we don’t have a true collaboration as to how we overcome the current dynamics and it is unfortunate, “ he asserted.

Faies said he has been advocating for five-year old VAT refunds which are critically needed by businesses.

“Those things are impacting aggregate demand, they are impacting confidence, they’re impacting the consumer. All I hope is after elections there will be a fresh engagement and we will move forward positively.”

For further information, please contact:

Kamla Rampersad de Silva,

Chief Executive Officer,

The Caribbean Corporate Governance Institute

Email: info@caribbeangovernance.org

Phone: +1 868 221 8707

FORMER ENERGY MINISTER PREDICTS HISTORIC LOSSES IN ENERGY SECTOR BUT THERE’S LIGHT AND OPPORTUNITIES STILL FOR T&T

Kamla Rampersad - de Silva — Sun, 01 Nov 2020 16:32:55 GMT

June 6th 2020: Former Energy Minister Kevin Ramnarine expects energy companies operating in T&T to report historic levels of losses for 2020 and 2021 but sees the situation normalising in 2023.

Ramnarine, now an Energy Consultant, was the feature speaker last Thursday (June 4th) at a weekly Corporate Governance Zoom seminar hosted by the Caribbean Corporate Governance Institute (CCGI) addressing governance challenges in the energy sector. The audience included leaders in the banking, energy, manufacturing and services sectors.

Noting that the International Monetary Fund has forecast negative growth of 4.5% for T&T in 2020, Ramnarine said: “That seems conservative.” He also sees 2021 being the same as or worse than 2020 as local energy companies carry forward losses as deferred tax assets. This will have consequences for tax revenue in 2021. He also added that “Government may not collect any Supplemental Petroleum Tax from March 2020 into 2021” as oil prices should generally remain under US$50 per barrel and Supplemental Petroleum Tax is only payable if prices are above US$50 per barrel.

In addition, with T&T’s methanol and ammonia plants now among the highest cost producers in the world, they were among the first to shut down and, as prices go back up, they will be the last to start back, Ramnarine predicted. He also noted that the cost to produce a tonne of methanol in Trinidad and Tobago was around US$175 per tonne which made most methanol production at Point Lisas uneconomic in the current price environment. He added that currently 35 per cent of the plants at Point Lisas were either closed or idled.

He identified the challenges that government will have to eventually confront as including the future role of the National Gas Company, whose customers are disappearing one by one; the fiscal regime for exploration and production operators; and addressing the relationship between the NGC, T&TEC and TGU.

Speaking just one day prior to World Environment Day, Ramnarine cautioned that one critical issue the country must address at some point was energy efficiency and energy conservation. He noted that 15% of residences in T&T accounted for the majority of residential demand for electricity.

Despite the gloomy outlook he sees in the short to medium term, Ramnarine said: “I am an eternal optimist when it comes to Trinidad and Tobago.” We will survive this, he said. We’ve done it before in the 1980s after which we went on to 15 consecutive years of economic growth from 1993 to 2008, he noted.

Ramnarine sees enormous opportunities for Trinidad and Tobago in Suriname and Guyana, which do not have a deep water harbours and are in the early stages of developing their Deepwater hydrocarbon sectors. “Our greatest asset is the Gulf of Paria..., which is like a lake in the middle of the Atlantic Ocean,” he said. Adding that another significant asset was the ISCOTT dock which is underutilized, Ramnarine said maritime services could become a big job creator and revenue generator for the country but the strategic vision and planning were lacking.

The theme of Thursday’s Zoom seminar was: “Managing in the Perfect Storm - Governance Challenges in the Energy Sector.” Ramnarine said that to improve governance on State Boards, how those Boards were appointed and constituted had to change. He suggested that the Statoil (now Equinor) and Saudi Aramco models could be looked at in this regard. These allowed for the appointment of directors from various interest groups and for the appointment of foreign directors.

CCGI has been hosting weekly online seminars and discussions since the start of stay at home restrictions in March. Topics have ranged from “Governance Response to Covid-19,” “Embracing Digital While Mitigating the Risks,” “Partnering with Labour: Engaging Your Teams in the Battle Against the Pandemic,” and “Dealing with Difficult Boards.”

Non-profit organisations will be particularly interested in this week’s session, which will be held on Friday (June 12th). The topic is: “Avoid Non Compliance! Fulfil Legal Obligations Created by the Non Profit Organisations Act.” According to CCGI CEO Kamla Rampersad De Silva, the new Act was passed in June 2019, and requires new filing obligations which come into effect at the end of this month. For more information visit the CCGI’s website at: www.caribbeangovernance.org.

End

Media Enquiries

Please contact Kamla Rampersad de Silva, CEO-CCGI

Phone: 1-868-399-5694
Email: kamla.rampersad-desilva@caribbeangovernance.org

Caribbean Corporate Governance Institute focuses on Family Owned Businesses

Sat, 23 Feb 2019 00:33:19 GMT

On Wednesday 30^th January 2019, the CCGI held its 2^nd annual event for family owned businesses.

PriceWaterhouseCoopers, a platinum sponsor, facilitated the engaging and informative seminar which provided a variety of insights on Succession Planning. The seminar also dealt with topics linked to Succession Planning including Estate Planning & Tax Structuring for Family Owned Businesses & Valuation.

In their presentation, Zia Paton, Partner, Consulting & Shermarke Howard, Director, Consulting stated that “family businesses need to proactively plan for sustainable growth and succession”.

Participants were encouraged to “start by documenting a strategic plan that addresses both core business strategies and family ownership issues, choose an appropriate succession model that balances the need for control while understanding the available talent pool (family/non-family) and plan early, communicate frequently, support ongoing development and assess performance objectively."

Lisa Awai, Partner, Advisory Services and Kester Popplewell, Director, Advisory Services made their contributions on the topic of Valuation, noting that ‘there are many stages throughout the life cycle of a business where the valuation of your equity interest will play a pivotal role in planning how you move forward. It’s important to remember that price does not necessarily equate value, that the value of an equity interest is not necessarily valued on a pro-rata basis.....some blocks of shares are worth more than others dependent on the ability to influence and control operations and that the value of your business does not necessarily equate to the value of your equity interest in the business."

Angelique Bart, Partner, Tax & Legal Services urged the business owners and Managing Directors in attendance to “deal with succession planning and include your management and other key personnel in the process Deal with estate planning separately. Finally, start the process early and get help to move forward."

The session concluded with a lively discussion where business owners shared real life stories on the topic of succession planning. Panellists included Dale Parson, CEO Kaleidoscope Group, Brian Jahra, Executive Chairman, CinemaOne Limited and Joel Persico, Commercial Director, Unicomer (Trinidad) Limited.

CCGI Director, Fe Lopez – Collymore expressed her gratitude to additional sponsors which included Republic Bank, Guardian Group, Goddard Enterprises Limited and Oscar Francois Limited.

This Institute appoints new Chairman - Mr. Ronnie Bissessar to lead the Institute’s Board of Directors

Mon, 18 Jul 2016 14:33:14 GMT

The Caribbean Corporate Governance Institute (“the Institute”) is pleased to announce the appointment of Mr. Ronnie Bissessar as the Chairman of its Board of Directors.

Mr. Bissessar was a founding director of the Institute, re-elected on April 17, 2015 and was appointed Chairman on June 30, 2016. He takes over from Dr. Axel Kravatzky whose term has ended.

Read more on this article by clicking this link: Media Release CCGI Appoints New Chair

TV Interview on Strategy & Risk

Fri, 06 May 2016 11:00:00 GMT

Fazeer Mohammed of TV6 interviews the Chairman of the Caribbean Corporate Governance Institute (CCGI), Dr Axel Kravatzky, and Jean Pousson, Faculty Member of CCGI, on the Strategy & Risk Module of the Certificate in Corporate Governance.

Self-reporting by board directors essential to good governance

Administrator — Thu, 29 Oct 2015 12:00:00 GMT

The Caribbean Corporate Governance Institute (CCGI) is calling on Boards of Directors to assess and report on their own performance in the Corporate Annual report.

The CCGI, noting that the content and quality of the annual report is one of most important indicators of “effective corporate governance in both the public and private sectors”, has outlined what it considers to be the main elements for inclusion in the publication. And chief among them, CCGI says, should be evidence that the organization has a strong and effective board.

The organisation is therefore insisting that “All boards should undertake a rigorous, transparent and formal annual evaluation of its own performance and that of its committees and of the individual directors” for publication in the annual report.

CCGI says the annual report should also provide evidence that board members are independently minded and loyal, with the inclusion of an annual disclosure of the selection and appointment process as well as a listing of each independent non-executive director. CCGI reminded that the selection process for directors should be “rigorous and formal and designed to give the Board a balance of independence and diversity of skills, knowledge, experience, perspectives and gender among Directors so that the Board works effectively.”

The Institute recommends that improved disclosure by organisations begin with the publication of a clear outline of the board’s roles and responsibilities, with the Board stating that “it is explicitly taking into account the legitimate interests and expectations of all stakeholders.

There should also be in the Annual Report evidence that there is active co-operation between corporations and stakeholders in creating wealth, employment, and the sustainability of a financially sound enterprise.”

CCGI is further calling on all boards to publish accurate, timely and balanced disclosure of all material matters concerning their company, stating their responsibility towards the integrity of the financial reports.

This, according to the Institute, includes a statement from Directors that the reports comply with applicable financial reporting standards and present a true and fair view of the financial affairs of the company.”

Barbadians can benefit from the CCGI in the upcoming board certification workshop November 11 and 12 at the Hilton Hotel.

About

CCGI programmes combine deep local knowledge with global benchmark standards. CPD credits are awarded to the CCGI programmes by the Institute of Chartered Secretaries (ICSA), and Institute of Chartered Auditors of Barbados (ICAB).

Further information, membership and event registration and payments go to www.caribbeangovernance.org

FOR MORE INFORMATION:
Pamala Proverbs
PR Consultant
(246) 230-5979
Email: pamala@prmrinc.net

What every company director should know about Bankruptcy and insolvency

Administrator — Mon, 19 Oct 2015 14:00:00 GMT

Bridgetown - Caribbean corporate executives are being urged to update their knowledge of financial risks, solvency, bankruptcy laws and regulations.

This advice is coming from the Caribbean Corporate Governance Institute (CCGI).

In a presentation outlining what every director needs to understand about their company making a profit and being able to meet its financial obligations, the CCGI noted that there have been many changes within solvency and bankruptcy laws and regulations, particularly in Trinidad and Tobago. While noting the importance of being aware of the laws within the home country, CCGI says it is also prudent to know the bankruptcy laws and regulations in countries where customers and suppliers are located.

“It is no longer sufficient for a director to simply ask – ‘what’s the bottom line – are we making a profit or not,’ without exception, every director needs to understand the nature of financial risks for the company,” said Dr Axel Kravatzky, Chairman of CCGI.

Speaking directly to the role of company directors, Dr Kravatzky warned: “Do not abdicate your fiduciary duty as a director and rely blindly on the other board members to carry out financial assessments.”

Insisting that “Every Director needs to understand financial statements”, executives were encouraged to make regular use of financial ratios and know how to make basic analyses and interpretations.

According to Dr Kravatzky, “Board Directors need to understand the ratios of their own organizations and those of their creditors.”

With respect to financial risks, he said, “The board as a whole needs to determine the areas of risk and financial management that are significant and establish policies. In addition, risk appetite and tolerance thresholds should be determined by the board” and recognition must be given to the fact that “different stakeholders will have different perspectives on risk”.

As such, CCGI warned companies against looking at issues from only one dimension and suggested an examination of risks from the perspective of solvency risk, liquidity risk and profitability risk.

Directors were also encouraged to consider the impact of capital leverage and be aware of how much the risks of potential insolvency vary according to the proportion of capital raised in debt or equity.

Barbadians can benefit from the CCGI in the upcoming board certification workshop November 11 and 12 at the Hilton Hotel.

Media Contact:

Pamala Proverbs
PRMR Inc.
Tel. 438-7592
Email: pamala@prmrinc.net

One line makes a world of difference!

Administrator — Thu, 01 Oct 2015 20:21:11 GMT

The Caribbean Corporate Governance Institute calls for adoption of Corporate Governance in Budget

Port of Spain (Trinidad & Tobago) The Caribbean Corporate Governance Institute (CCGI) is calling on the Minister of Finance, Mr Colm Imbert to make it mandatory for all State-Owned Enterprises (SOEs) to apply the principles of the Trinidad & Tobago Corporate Governance Code (TTCGC) and to report to the public how they have done this.

In November 2013 the CCGI together with its two partners, the T&T Chamber of Industry and Commerce and the T&T Stock Exchange, published the Trinidad and Tobago Corporate Governance Code (TTCGC). The TTCGC applies to all corporate bodies with public accountability. Adopting the code as the reference standard for corporate governance would be consistent with the recommendation by the Organization for Economic Cooperation and Development (OECD) in its 2015 Edition of the OECD Guidelines on Corporate Governance of State-Owned Enterprises.

The CCGI therefore urges the new Minister of Finance, Corporate Sole, to add one line to the Budget and mandate that all State-Owned Enterprises to adopt the TTCGC as its reference standard and to ensure that all persons appointed to public boards have at least a basic certified foundation in corporate governance. In the case of Jamaica, similar plans are currently under active development. Says Dennis Brown, CCGI director based in Jamaica: “if the current plans for the public bodies are implemented, it could well be that in Jamaica the public sector will lead the private sector in terms of good corporate governance.”

Regional Corporate Governance Institute congratulates Dr Keith Rowley and members of his Government - Formal commitment to enforceable standards key to good corporate governance

Administrator — Thu, 10 Sep 2015 12:00:00 GMT

Formal commitment to enforceable standards key to
good corporate governance

Port of Spain (Trinidad & Tobago) The Caribbean Corporate Governance Institute (CCGI), on behalf of its membership, congratulates Dr., The Honourable Keith Rowley on his appointment as the new Prime Minister of Trinidad & Tobago. The CCGI also extend best wishes to the Attorney General, Mr. Faris Al-Rawi, the Minister of Finance, Mr Colm Imbert and the other members Members of the Cabinet recently sworn in.

The Institute welcomes the Government's commitment to introduce formal measures to assure good governance and looks forward to supporting this effort in the corporate governance domain. Says Dr Axel Kravatzky, Chairman of the CCGI: “We note and applaud the new Prime Minister’s declaration that integrity and morality are of the utmost importance for his incoming Government and that Dr Rowley commits his Government to ‘good, honest, equitable, and transparent governance’ ”.

As stated in the PNM’s election manifesto, this Government has already identified some of the necessary policies and programmes to rebuild the country and its economy, and to restore confidence, equity and social justice. There are two key pledges made on governance by the new Prime Minister, prior to his election, that the regional Institute highlights. The first is that the approach to governance will be data based, scientific, holistic and evidence driven, paying due attention at all times for the need to respect the rights and freedoms of all citizens. The second is the commitment to restore integrity and morality in public affairs by enforcing a Code of Ethical Conduct for Members of Parliament, with sanctions and penalties for non-compliance following the guidelines published by the Commonwealth Parliamentary Association.

The CCGI strongly supports the pledge to formally commit to a set of values and standards of behaviour together with an explicit mechanism for enforcement, as such an approach is also recommended in the sphere of corporate governance.

The November 2013 the CCGI together with its two partners, namely, the T&T Chamber of Industry and Commerce and the T&T Stock Exchange published the Trinidad and Tobago Corporate Governance Code (TTCGC). The TTCGC applies to all corporate bodies with public accountability. The CCGI is, like the Commonwealth Parliamentary Association, a regional, politically neutral, independent, and professional body for all corporate governance stakeholders to come together, develop, and agree on standards that are appropriate for the region and its individual countries.

The CCGI urges the new Minister of Finance, Corporate Sole, to mandate that all State-Owned Enterprises to adopt the TTCGC as its reference standard and to ensure that all persons appointed to public boards have at least a basic certified foundation in corporate governance. In the case of Jamaica, similar plans are currently under active development. Says Dennis Brown, CCGI director based in Jamaica: “if the current plans for the public bodies are implemented, it could well be that the public sector will lead the private sector in terms of good corporate governance.”

The CCGI looks forward to partnering with the Government, as it has done with the previous Administration, and supporting its effort to efficiently produce the best possible outcomes for its citizens through good corporate governance.

About the CCGI:

The CCGI is a regional, independent, non-profit, professional membership organization registered with the Accreditation Council of T&T. CCGI is the award body that provides the Certificate and Diploma in Corporate Governance and the Chartered Director qualification throughout the Caribbean. CCGI welcomes membership applications and participation in its courses and events throughout the region. www.caribbeangovernance.org

END

Caribbean Corporate Governance Institute to host two-day workshop in Barbados

Administrator — Thu, 09 Jul 2015 12:00:00 GMT

Chartered Director Programme courses are highly inter-active: Dr Terrence Farrell, former Deputy Governor of the Central Bank of T&T and Director of Republic Bank, Paula Rajkumarsingh, CFO Massy Holding, and Anand Pascal (President, Guardian Life of the Caribbean)

The Caribbean Corporate Governance Institute (CCGI) will host workshops for senior managers and directors at the Hilton Barbados Hotel, July 14 &15. The workshops are designed to help executives navigate the corporate governance landscape to effectively guide their organisations for the benefit of shareholders, the business and society. Persons attending will begin the process toward attaining the Chartered Director Designation.

Until a year ago directors in the Caribbean had to travel to the UK, South Africa, or Canada to attain this designation. In July 2014, CCGI started the first regional cohort in its classic three-step programme that leads to this prestigious qualification.

CCGI is the regional independent non-profit membership organization for all professionals and stakeholders involved in Corporate Governance. CCGI was registered in 2012 in Trinidad & Tobago, and at presents its directors are resident in Barbados, BVI, Jamaica, St Lucia, and Trinidad & Tobago. CCGI currently has over 160 members and is the awarding body that is the custodian of Chartered Director qualification in the Caribbean.

Chairman of the CCGI Axel Kravatzky, said that there are a number of issues facing Caribbean businesses that make it incumbent on companies to have directors that are not only competent in business but are also cognizant of the legal and discretionary activities that companies should engage in to be good corporate citizens. “CCGI is not a watchdog organization but what we do is to help advance the debate on sustainable business practices,” Kravatzky said.

According to Kravatzky, being a chartered director enhances the career prospects of executive, non-executive directors, corporate secretaries as well as other senior officers of companies. “Chartered directors have a dramatic and positive effect on the success of the organization and we are excited at the prospect of transforming the Caribbean business landscape with the help of our distinguished faculty, “said Kravatzky.

Alison Kibirige is the lead faculty of the Barbados workshop. Kibirige was the Secretary to the main Boards of Unilever and Barclays in London. She is a Fellow of ICSA, and was awarded the 2013 ICSA President’s Medal for Meritorious Service as well as the inaugural ICSA Company Secretary of the Year award in 2005. Kibirige will ensure that local participants are well on their way to gaining the requisite knowledge (Step1, the Certificate in Corporate Governance), the requisite skills (the Diploma in Corporate Governance) and the requisite practical leadership experience in the Corporate Governance field (Step 3 the assessment of a portfolio of work).

CCGI programmes combine deep local knowledge with global benchmark standards. The Accreditation Council of Trinidad & Tobago has inspected the programme and an announcement regarding registration is expected shortly. The Institute of Chartered Secretaries (ICSA), and Institute of Chartered Auditors of Barbados (ICAB) have reviewed the programme and are awarding 6CPD credits per day for its members.

Further information, membership and event registration and payments can be done online at www.caribbeangovernance.org.

NEW CHARTERED DIRECTOR PROGRAM TO START IN BARBADOS

Administrator — Thu, 16 Apr 2015 12:00:00 GMT

Barbados, April 16, 2015 - Organizations in Barbados will for the first time have the opportunity to receive in depth, interactive training on effective board operation tactics. Directors, Corporate Secretaries, Consultants and committee members of the country’s leading private and public sector organizations will be able to gain authentic and relevant knowledge and training from internationally acclaimed governance experts.

From May 4 - 7 , 2015 at the Radisson Hotel, St. Michael’s, the Caribbean Corporate Governance Institute (CCGI) will host for its gold standard series of trainings in their Certificate in Corporate Governance. This innovative program is the only regional program comparable to the globally renowned Institute of Directors Chartered Directors Program. The Certificate is the first step towards the Chartered Director qualification and encompasses the core knowledge and awareness that is necessary to function effectively as a director including board roles and responsibilities, financial management and risk management.

With the Barbados Stock Exchange holding their upcoming Corporate Governance Conference in September 2015, these workshops will complement the regional approach to promoting good governance standards across the region.The course is open to all persons who are interested in learning in being trained Corporate Governance issues. Lead facilitator at the workshop will be Alison Kibirige

Workshop Costs (includes Lunch and Coffee Breaks):

Part 1- Corporate Governance	Part 2 - The Board
Members - US $700 Non- Members - US $850	Members - US $1400 Non- Members - US $1800

The Caribbean Corporate Governance Institute (CCGI) is the first and only non-profit membership organization dedicated to advancing principles of corporate governance across the Caribbean. CCGI provides world-class training, professional development, regional corporate governance standard development and networking for Directors and Senior Executives.

For further information contact:

Tamaisha Eytle| Caribbean Corporate Governance Institute

#14 Alcazar Street

Port of Spain, Trinidad & Tobago

T: +1.868.221.8707