A Message from the Chairman of the Working Committee

Ronnie Bissessar

In November 2013 I was a Member of the Working Committee chaired by Retired Justice of Appeal Roger Hamel-Smith that devised the Trinidad and Tobago Corporate Governance Code (“the Code”) directed primarily to companies with public accountability.

The Code, which was voluntary and the first of its kind locally, was the product of a partnership initiative led by the Caribbean Corporate Governance Institute, the Trinidad and Tobago Chamber of Industry and Commerce and the Trinidad and Tobago Stock Exchange.

The Code was principle - based and followed international best practices and was specifically customized to acknowledge indigenous commercial and business practices; particularly, its objective was to enhance governance, strengthen transparency and efficiency in the market and improve investment culture by underscoring high level Principles, Recommendations and Guidelines on a voluntary apply or explain basis.

The Code’s Five (5) Key Principles were:-

1. Establish a Framework for Effective Governance;

2. Strengthen the Composition and Performance of Board and Committees;

3. Reinforce Loyalty and Independence;

4. Foster Accountability; and

5. Strengthen Relationships with Owners.

Ten (10) years after its unveiling, a brand new 2024 Corporate Governance Code is now available with key differences:-

1. the new Code has widened its scope to include (in addition to companies with public accountability) other forms of business enterprises, including private companies, state agencies, not-for-profits, non-governmental organizations, charities, family-owned businesses, partnerships and membership associations;

2. the new Code has cascaded the Five (5) Key Principles, Recommendations and Guidelines into Four (4) Foundational Principles, namely:-

   1. Governing Body Effectiveness;

   2. Oversight and Accountability;

   3. Stakeholders and Disclosure; and

   4. Corporate Sustainability, Ethics and Enduring Value Creation; and

3. the new Code draws on the very latest governance trends discussed in, for instance, the 2021 Jamaica Corporate Governance Code, the October 2022 King IV Report on Corporate Governance for South Africa, the March 2021 Corporate Governance Guidelines issued by the Central Bank of Trinidad and Tobago, the ISO 37000 (2021) Governance of Organizations, the 2024 UK Corporate Governance Code (updated) and the G20/OECD Principles of Corporate Governance, for practical application but, equally, harmonizes with the Companies Act Chapter 81:01 of the Revised Laws of the Republic of Trinidad and Tobago and other local legislation.

In his highly acclaimed text Stop the Rot (2017), Bob Garratt underscored three (3) values of any business organization, namely, accountability, probity and transparency and explains the challenge of persuading a doubtful public that these can fructify into a business culture driven by values.

Similarly, Bob Tricker in Corporate Governance: Principles, Policies and Practices (3^rd Edition)makes the point that all corporate entities need governing, and this governing body is responsible for identifying the organization’s direction, formulating strategy and policy making, supervising management and being accountable.

The new Code reflects these global governance trends configured for specific local needs; it is, however, adaptable and sufficiently intuitive to reward organizations which implement its provisions; I anticipate that implementation would not be merely a box-ticking exercise.

While the new Code is not (nor is it intended to be) a one size fits all model, it does proceed on the basis that all four (4) Foundational Principles have universal application irrespective of the form of business enterprise, that is to say, they apply equally to private and public companies, state agencies, not-for-profits, NGOs, charities, family owned businesses and membership organizations. This is on the basis that every business enterprise has a governing body whether it is a partnership, executive committee or board of directors.

To that end, this new Code fits most Trinidad and Tobago business models and I invite these business enterprises to consider a voluntary adoption of most, if not the entire Code. It is anticipated that training on the Code’s recommendations will be made available to any organization desirous of adopting and implementing the Code, whether in part or in whole. This will be done through the Caribbean Corporate Governance Institute, one of the three partnering organizations in the development of this new Code.

The development of this new Code also reflects the contributions of a Working Committee whose composition permitted different interests and perspectives to be presented for consideration. The new Code is, therefore, not a compromise but an amalgamation of these different views which were then filtered through a wide ranging consultation process with stakeholders including private industry, public companies, regulators, the financial sector and trade unions. I am indebted to all members of the Working Committee for their passionate embrace of the principles of best practice corporate governance.

Finally, I am grateful to the three (3) partnering organizations, namely, the Caribbean Corporate Governance Institute, the Trinidad and Tobago Chamber of Industry and Commerce and the Trinidad and Tobago Stock Exchange as well as the Steering Committee which devised the mandate for the Working Committee. I also greatly appreciated the enthusiastic support of the Secretariat led by Ceronne Bayley. 

Ronnie Bissessar S.C.

Chairman, Trinidad and Tobago Corporate Governance

Code Working Committee