Massy has completed its investigation into allegations contained in the 13-page document submitted by its former executive vice president of Business Integrity and general counsel, Angelique Parisot-Potter.
In a statement yesterday, Massy said the investigation began on January 14, 2024. It was conducted by attorneys Kerwyn Garcia, SC, and Vishma Jaisingh.
“The investigators submitted their report on Thursday, April 4, 2024, to Mrs Luisa Lafaurie Rivera, an independent non-executive director and chairperson of the Board’s Governance, Nomination and Remuneration Committee. The 456-page report treats separately with each of the more than 100 allegations contained in Mrs Parisot-Potter’s statement and is supported by more than 2,000 pages of testimony and related documents, all of which are currently being reviewed by Massy’s attorneys,” the statement said.
The Sunday Guardian understands that while Parisot-Potter did not participate in the investigation because she refused to sign a requested Non-Disclosure Agreement (NDA), she did submit further written and audio evidence through her attorneys to the team.
Massy said following the review of the report, a special board meeting will be convened to discuss the findings and “determine what actions, if any, are to be taken arising out of the report.”
On December 18, at the company’s annual general meeting, Parisot-Potter took to the floor during the question and answer period and voiced concerns about the conglomerate’s executive leadership consultant, the Florida-based Delphi.
Parisot-Potter claims that Delphi engages in bizarre rituals for executives, that their leadership programme is a drain on scarce foreign exchange, and that the couple leading the programme appear to exert disproportionate influence over Massy’s executive team.
She told the company’s board of directors, chaired by Robert Riley, that she had written to Gervase Warner, the president and Group Chief Executive Officer of the Massy Group, but received no communication on the matter, so she was compelled to raise the matter at the AGM.
Two months after her claims, on February 8, in a newspaper advertisement, Massy announced that Warner would proceed with early retirement on his 59th birthday, April 6, 2024. He will be succeeded by David Affonso, who is the same age and is due to retire next year.
On March 8, Massy’s vice president of global expansion, David O’ Brien, announced that he would leave the company on June 8.
Warner sits on Massy’s Governance, Nomination and Remuneration Committee (GNRC) chaired by Riley.
Amidst that, there have been shareholders’ concerns about bonuses paid to Massy executives.
At the time of Parisot-Potter’s claims, she was the third-largest shareholder with 3,133,641 shares in the company.
The Sunday Guardian reported that the shareholders had raised concerns about millions of shares acquired by four executives over the past ten years. Three of those executives, according to Massy’s 2023 annual general report, amassed about $130 million in shares over the past ten years.
The biggest shareholder was Warner, with 24,994,769 shares, according to the 2023 annual report.
When questioned on whether she received a $7 million bonus from Massy, three days before she raised concerns about governance in the company, Parisot-Potter instead, directed the focus on Warner.
In a notice on the Jamaica Stock Exchange for the last quarter, Massy listed Warner with 29,459,348 shares.
Parisot-Potter’s shares were no longer listed.
Affonso, the incoming chief executive, was listed in the 2023 report with 2,638,496 shares. On the Jamaica Stock Exchange for the first quarter of Massy’s financial year, he was listed as owning 4,790,280 shares.
After Parisot-Potters’ claims, Massy’s board of directors subsequently issued a statement dismissing her claims as “untrue” and “scandalous” and said it was appalled by her conduct and had initiated a disciplinary process against her duties as the General Counsel to the Company and “will follow due process to determine how this should be handled responsibly yet decisively.”
Parisot-Potter was sent on administrative leave until January 12, 2024, but she resigned on December 27, 2023, with immediate effect.
At the AGM, Parisot-Potter said, “This is a matter of grave concern to shareholders because the couple leading the programme appear to exert disproportionate influence over our executive team. In the midst of a foreign exchange crisis, Massy cannot be spending scarce resources on highly dubious activities, and contracts awarded cannot be pushed through without prudent due process. This is not just a governance issue; it’s a blatant disregard for shareholder interests.”
At that time, Warner said that many of the group’s leaders and some board members had attended the programme and that Parisot-Potter would not be the first executive who had difficulty with a programme like this.
“We think a part of our secret at Massy is that we are willing to do this kind of work as leaders. It is the kind of work that we have done that allows us to have the results the company shows. That is because culture eats strategy for breakfast,” he had said, adding that building connection and trust with other leaders, employees, customers and communities is a big part of Massy’s success.