In the com­men­tary in this space on Au­gust 14, which was head­lined, “Why is Kam­la at­tack­ing Re­pub­lic Bank?” it was re­port­ed that three cor­po­rate en­ti­ties con­trolled by Min­is­ter of Fi­nance, Dav­en­dranath Tan­coo, owned 84,263,895 shares in Re­pub­lic Fi­nan­cial Hold­ings Ltd. RFHL is the largest fi­nan­cial in­sti­tu­tion in the Caribbean Com­mu­ni­ty (Cari­com), with as­sets of $128.96 bil­lion (US$19.24 bil­lion) as at June 30, 2025.

The three en­ti­ties, con­trolled by Mr Tan­coo as Cor­po­ra­tion Sole, ac­cord­ing to RFHL’s 2024 an­nu­al re­port, are:

• Na­tion­al In­vest­ment Fund owns 49,021,779 RFHL shares, which is 29.92 per cent of the com­pa­ny

• Na­tion­al In­sur­ance Board owns 30,811,955 RFHL shares, amount­ing to 18.80 per cent;

• Cor­po­ra­tion Sole owns 4,430,161, equal to 2.70 per cent of RFHL

Giv­en Cor­po­ra­tion Sole’s abil­i­ty to se­lect the di­rec­tors on the NIB board, I op­er­ate un­der the as­sump­tion that the NIB will vote as di­rect­ed by Mr Tan­coo at the fi­nan­cial in­sti­tu­tion’s up­com­ing an­nu­al meet­ing.

When the votes of the three en­ti­ties are tal­lied, Cor­po­ra­tion Sole con­trols a ma­jor­i­ty 51.4 per cent of RFHL.

That ma­jor­i­ty gives Cor­po­ra­tion Sole con­trol of RFHL, as out­lined in the de­f­i­n­i­tion sec­tion of the Fi­nan­cial In­sti­tu­tions Act. The FIA de­fines “con­trol” as the pow­er of a per­son, ei­ther alone or with an af­fil­i­ate or rel­a­tive or con­nect­ed par­ty or oth­er per­son, or by an agree­ment or oth­er­wise, to:

• Ex­er­cise more than 50 per cent of the vot­ing rights at any meet­ing of share­hold­ers of a li­censee, com­pa­ny or un­in­cor­po­rat­ed body;

• Elect a ma­jor­i­ty of the di­rec­tors of a li­censee, com­pa­ny or un­in­cor­po­rat­ed body;

• Se­cure that the busi­ness and af­fairs of a li­censee, com­pa­ny or un­in­cor­po­rat­ed body is con­duct­ed in ac­cor­dance with his wish­es; or

• Ex­er­cise dom­i­nant in­flu­ence over the con­duct of the busi­ness and af­fairs of a li­censee, com­pa­ny or un­in­cor­po­rat­ed body.

It is im­por­tant that the FIA adds that the terms “con­trol­ling in­ter­est” and “con­trol­ling share­hold­er” shall be con­strued ac­cord­ing to the de­f­i­n­i­tion of con­trol.

The Busi­ness Guardian con­tact­ed three lo­cal ex­perts on cor­po­rate gov­er­nance, all of whom have served on the boards of lo­cal pub­lic com­pa­nies.

One of the ex­perts, who served on the board of a non-state com­pa­ny, said, “My un­der­stand­ing is that boards of pub­lic com­pa­nies are cho­sen by share­hold­er vote. Any in­vestor, Gov­ern­ment or oth­er­wise, par­tic­i­pates like any oth­er share­hold­er: they may nom­i­nate can­di­dates and vote at gen­er­al meet­ings.

“Votes may al­so be cast en bloc, which can fa­cil­i­tate the ap­point­ment of a board by any share­hold­er or aligned group with suf­fi­cient vot­ing pow­er.

“For banks and fi­nan­cial groups, elect­ed di­rec­tors must meet the Cen­tral Bank’s fit and prop­er stan­dards be­fore serv­ing.

“In state-owned en­ter­pris­es, min­is­ters typ­i­cal­ly ap­point the hold­ing com­pa­ny board; where a sub­sidiary is list­ed, its di­rec­tors are still elect­ed by share­hold­ers at prop­er­ly con­vened meet­ings, sub­ject to any ap­plic­a­ble reg­u­la­to­ry ap­provals.”

An­oth­er cor­po­rate gov­er­nance ex­pert said the Gov­ern­ment, with con­trol of 51.4 per cent of RFHL “could, in ef­fect, ap­point all the di­rec­tors of the fi­nan­cial hold­ing com­pa­ny’s board.”

This for­mer di­rec­tor point­ed out that the pre­vi­ous Peo­ple’s Na­tion­al Move­ment ad­min­is­tra­tion ap­point­ed all the di­rec­tors of the board of the Na­tion­al Flour Mills, while main­tain­ing a labour rep­re­sen­ta­tive. Those di­rec­tors, who were on the NFM board up to Tues­day evening, were Ash­meer Mo­hamed, Son­ja Voisin, Ross Alexan­der, Karen Shaw, Shane Cor­reia, Sta­cy Adams, Joanne Salazar, Ker­ry Mo­hammed, David Robin­son and Varun Ma­haraj.

NFM is 51 per cent owned by Na­tion­al En­ter­pris­es Ltd (NEL), which is it­self 66.05 per cent owned by Cor­po­ra­tion Sole and 16.67 per cent owned by 100-per cent state-owned Na­tion­al Gas Com­pa­ny of T&T with 16.67 per cent.

At the NEL an­nu­al meet­ing on Sep­tem­ber 5, three di­rec­tors ap­point­ed by the pre­vi­ous ad­min­is­tra­tion (In­grid Lash­ley, Nicole De Fre­itas, and Ross Alexan­der) re­tired, but the cur­rent ad­min­is­tra­tion did not sub­mit any names to re­place them.

The third for­mer di­rec­tor con­curred that the Cor­po­ra­tion Sole can ap­point all of the RFHL di­rec­tors, but point­ed out that the fi­nan­cial hold­ing com­pa­ny is no longer a T&T in­sti­tu­tion, but op­er­ates through­out the re­gion (and in Ghana, West Africa).

As a re­sult of its re­gion­al foot­print, the cor­po­rate gov­er­nance ex­pert ar­gued that the RFHL board needs to have rep­re­sen­ta­tion from some of the re­gion­al coun­tries in which it op­er­ates. The ex­pert al­so ar­gued that the board should have the right blend of ex­per­tise, com­bin­ing au­dit­ing pro­fes­sion­als with those with bank­ing ex­pe­ri­ence, as well as some young pro­fes­sion­als.

The ex­pert said de­pos­i­tor con­fi­dence is im­por­tant and con­fi­den­tial­i­ty is crit­i­cal, oblique­ly re­fer­ring to the read­ing of an email to out­go­ing First Cit­i­zen CEO, Karen Dar­basie, re­quest­ing that she do a let­ter for for­mer prime min­is­ter, Dr Kei­th Row­ley to pur­chase US dol­lars to pay three in­voic­es.

That breach of con­fi­den­tial­i­ty may be of con­cern to peo­ple do­ing busi­ness with the bank through­out the re­gion, the ex­pert said.

All three of the cor­po­rate gov­er­nance ex­perts not­ed that all di­rec­tors of fi­nan­cial in­sti­tu­tions in T&T have to be fit and prop­er per­sons.

On that is­sue, the FIA states: “In de­ter­min­ing whether an in­di­vid­ual is a fit and prop­er per­son to hold any par­tic­u­lar po­si­tion, re­gard shall be had to his pro­bity, to his com­pe­tence and sound­ness of judg­ment for ful­fill­ing the re­spon­si­bil­i­ties of that po­si­tion, to the dili­gence with which he is ful­fill­ing or like­ly to ful­fil those re­spon­si­bil­i­ties, and to whether the in­ter­ests of de­pos­i­tors or po­ten­tial de­pos­i­tors of the li­censee are, or are like­ly to be, in any way threat­ened by his hold­ing that po­si­tion.

“With­out prej­u­dice to the gen­er­al­i­ty of the fore­go­ing pro­vi­sions, re­gard may be had to the pre­vi­ous con­duct and ac­tiv­i­ties in busi­ness or fi­nan­cial mat­ters of the in­di­vid­ual in ques­tion and, in par­tic­u­lar, to any ev­i­dence that he has—

(a) Been con­vict­ed of an of­fence in­volv­ing fraud or oth­er dis­hon­esty or vi­o­lence;

(b) Con­tra­vened any pro­vi­sion made by or un­der an en­act­ment ap­pear­ing to the Cen­tral Bank to be de­signed for pro­tect­ing mem­bers of the pub­lic against fi­nan­cial loss due to dis­hon­esty, in­com­pe­tence, or mal­prac­tice by per­sons con­cerned in the pro­vi­sion of bank­ing, in­sur­ance, in­vest­ment or oth­er fi­nan­cial ser­vices or the man­age­ment of com­pa­nies or against fi­nan­cial loss due to the con­duct of dis­charged or undis­charged bank­rupts;

(c) En­gaged in any busi­ness prac­tices ap­pear­ing to the Cen­tral Bank to be de­ceit­ful or op­pres­sive or oth­er­wise im­prop­er (whether un­law­ful

or not) or which oth­er­wise dis­cred­it his method of con­duct­ing busi­ness.

(d) An em­ploy­ment record which leads the Cen­tral Bank to be­lieve that the per­son car­ried out an act of im­pro­pri­ety in the han­dling of his em­ploy­er’s busi­ness;

(e) En­gaged in or been as­so­ci­at­ed with any oth­er busi­ness prac­tices or oth­er­wise con­duct­ed him­self in such a way as to cast doubt on his com­pe­tence and sound­ness of judg­ment.

In RFHL’s 2024 an­nu­al re­port, the com­pa­ny out­lines the core char­ac­ter­is­tics im­por­tant in any nom­i­nee for di­rec­tor.

They must:

• Be in­di­vid­u­als of the high­est char­ac­ter and in­tegri­ty;

• Demon­strate a breadth and depth of man­age­ment and lead­er­ship ex­pe­ri­ence, prefer­ably in a se­nior lead­er­ship role in a large or recog­nised or­gan­i­sa­tion;

• Pos­sess fi­nan­cial lit­er­a­cy or oth­er pro­fes­sion­al or busi­ness ex­pe­ri­ence rel­e­vant to an un­der­stand­ing of the Group and its busi­ness; and

• Have a demon­strat­ed abil­i­ty to think and act strate­gi­cal­ly and in­de­pen­dent­ly as well as be able to work con­struc­tive­ly in a col­le­gial en­vi­ron­ment.