Last week, two mem­bers of the Cab­i­net of Prime Min­is­ter Kam­la Per­sad-Bisses­sar—Min­is­ter of Plan­ning, Eco­nom­ic Af­fairs and De­vel­op­ment and Min­is­ter in the Min­istry of Fi­nance Kennedy Swarats­ingh and At­tor­ney Gen­er­al, John Je­re­mie—ac­tive­ly at­tempt­ed to force the First Cit­i­zens group CEO, Karen Dar­basie, to re­sign.

The proof of their in­tent to force Ms Dar­basie's im­me­di­ate res­ig­na­tion comes in two let­ters: one from the First Cit­i­zens CEO on Au­gust 19 and Mr Swarats­ingh’s re­sponse on Au­gust 20.

In her let­ter, Ms Dar­basie point­ed out that she had been due to re­tire as Group CEO with ef­fect from May 28, 2024 but agreed to stay on for two years at the board’s re­quest.

Giv­en the fi­nan­cial in­sti­tu­tion’s suc­ces­sion plan, she point­ed out that a group CEO-des­ig­nate had been iden­ti­fied and she pro­posed to pro­ceed on ap­proved va­ca­tion leave from Sep­tem­ber 1, 2025 to Sep­tem­ber 14, 2025 and on her re­turn, she would fa­cil­i­tate the tran­si­tion of the Group CEO-des­ig­nate for the pe­ri­od un­til Sep­tem­ber 30, 2025.

“I there­after pro­posed to pro­ceed on pre-re­tire­ment leave with ef­fect from Oc­to­ber 1 to May 28, 2026, with the fol­low­ing ben­e­fits to con­tin­ue: salary, an­nu­al flex­i­ble spend­ing al­lowance, bank ve­hi­cle ben­e­fits, bonus and pen­sion ben­e­fits,” Ms Dar­basie wrote.

In his Au­gust 20 re­sponse, Mr Swarats­ingh wrote: “Fol­low­ing guid­ance from the At­tor­ney Gen­er­al, on be­half of the Gov­ern­ment of Trinidad and To­ba­go, main share­hold­er and Cor­po­ra­tion Sole, I ac­cept your res­ig­na­tion from First Cit­i­zens with the fol­low­ing ben­e­fits to con­tin­ue: salary, an­nu­al flex­i­ble spend­ing al­lowance, bank ve­hi­cle ben­e­fits, bonus and pen­sion ben­e­fits.”

Mr Swarats­ingh said the Gov­ern­ment un­der­took to view fa­vor­ably the fol­low­ing mat­ters set out in her let­ter: salary, bank ve­hi­cle ben­e­fits and pen­sion ben­e­fits. But “we un­der­take to take ad­vice from the At­tor­ney Gen­er­al on: an­nu­al flex­i­ble spend­ing al­lowance and bonus.”

This is a most ex­tra­or­di­nary mis­read­ing of Ms Dar­basie’s let­ter be­cause nowhere in it did she even hint of res­ig­na­tion. She clear­ly re­ferred to pre-re­tire­ment leave from Oc­to­ber 1, 2025.

And in his Au­gust 20 let­ter, Mr Swarats­ingh al­so wrote to Ms Dar­basie, “As in­di­cat­ed to you, our po­si­tion re­gard­ing your fi­nal work­ing day has changed. You are now to pro­ceed on paid va­ca­tion leave WITH IM­ME­DI­ATE EF­FECT, rather than on Sep­tem­ber 1, 2025, as dis­cussed.”

For now, all I have to say about the han­dling of this is­sue by Mr Swarats­ingh, guid­ed and ad­vised by At­tor­ney Gen­er­al John Je­re­mie, is that it was clum­sy, im­prop­er and un­ac­cept­able cor­po­rate gov­er­nance. For a min­is­ter of any T&T gov­ern­ment to con­tact an ex­ec­u­tive of­fi­cer of a state com­pa­ny and sug­gest that they should leave the com­pa­ny WITH IM­ME­DI­ATE EF­FECT is sim­ply not ac­cept­able.

Clear­ly, as both Mr Swarats­ingh and Mr Je­re­mie ought to know, the prop­er course of ac­tion would have been to have a dis­cus­sion with the chair­man of the board.

In my view, even Ms Dar­basie erred by re­spond­ing to the min­is­ters her­self, as she should have re­ferred the mat­ter to the First Cit­i­zens cor­po­rate sec­re­tary and chair­man.

I am not sur­prised by this cor­po­rate gov­er­nance over­reach be­cause it was sig­nalled by Prime Min­is­ter Kam­la Per­sad-Bisses­sar 17 days ago.

In the Au­gust 14 edi­tion of the Busi­ness Guardian, in this space, I wrote a col­umn head­lined, ‘Why is Kam­la at­tack­ing Re­pub­lic Bank?’ That com­men­tary re­ferred to a speech de­liv­ered by Prime Min­is­ter Kam­la Per­sad-Bisses­sar on Au­gust 11 at the Mon­day Night Re­port of the rul­ing Unit­ed Na­tion Con­gress (UNC). At that meet­ing, she lam­bast­ed the “crooked con­trac­tors,” the friends, fam­i­ly and fi­nanciers of the op­po­si­tion Peo­ple Na­tion­al Move­ment, the one per­centers and the “cor­rupt fake elites.”

In that speech, the T&T Prime Min­is­ter al­so said:

“The rest of the coun­try must not set­tle for scraps while the fake elite up in the north en­joy the fat of our land.

“Tonight, I’m warn­ing the boards and man­age­ments of Re­pub­lic Bank, First Cit­i­zens Bank and Ex­Im Bank, to sort them­selves out. These in­sti­tu­tions are not func­tion­ing in the best in­ter­ests of our cit­i­zens. They op­er­ate in the in­ter­est of a few.”

So, this is the Prime Min­is­ter of T&T telling the boards and man­age­ment of three fi­nan­cial in­sti­tu­tions, in which the state has share­hold­ing in­ter­ests, that they “op­er­ate in the in­ter­est of a few,” that they are “not func­tion­ing in the best in­ter­ests of our cit­i­zens,” and they need to “sort them­selves out.” In oth­er words, they need to stop serv­ing the in­ter­ests of a few and start func­tion­ing in “the best in­ter­ests of our cit­i­zens.”

Serv­ing the few?

For the in­for­ma­tion of Prime Min­is­ter Per­sad-Bisses­sar, and the mem­bers of her Cab­i­net, here are some of the ways in which Re­pub­lic Bank is al­ready op­er­at­ing in “the best in­ter­ests of our cit­i­zens.” The bank is do­ing so by pro­mot­ing ini­tia­tives that dri­ve im­port sub­sti­tu­tion and non-en­er­gy ex­ports aimed at earn­ing for­eign ex­change:

* Ef­fec­tive May 9, 2025, Re­pub­lic Bank launched a new Man­u­fac­tur­ing Ex­pan­sion Fa­cil­i­ty, which is a fi­nan­cial sup­port pro­gramme aimed at boost­ing the lo­cal man­u­fac­tur­ing sec­tor in T&T. The bank’s to­tal com­mit­ment to mak­ing loans avail­able to lo­cal man­u­fac­tur­ers is $1 bil­lion.

Un­der the pro­gramme, loans of up to $35 mil­lion per el­i­gi­ble bor­row­ers will be made avail­able to lo­cal man­u­fac­tur­ers. By pro­vid­ing this fi­nanc­ing, Re­pub­lic Bank “aims to fur­ther en­hance com­pet­i­tive­ness and in­crease ex­port po­ten­tial, while al­so pro­vid­ing a means for lo­cal man­u­fac­tur­ers to earn much-need­ed for­eign ex­change.”

This fi­nanc­ing, ac­cord­ing to Re­pub­lic Bank, al­lows el­i­gi­ble clients to take ad­van­tage of:

—Up to 100 per cent fund­ing for cap­i­tal ex­pen­di­ture and equip­ment ac­qui­si­tion;

—Com­pet­i­tive in­ter­est rates;

—US dol­lar loans;

—Spe­cialised as­set ac­cept­ed as se­cu­ri­ty;

—Mora­to­ri­ums aligned to as­set com­mis­sion­ing, plus up to an ad­di­tion­al six months; and

—Flex­i­ble Re­pay­ment Terms

* Fur­ther, in 2025 so far, the bank has host­ed three cor­po­rate work­shops aimed at en­hanc­ing in­tra-re­gion­al trade and giv­ing man­u­fac­tur­ers and oth­ers the tools to break in­to Caribbean mar­kets;

* In Oc­to­ber last year, Re­pub­lic Bank an­nounced that from De­cem­ber 2, 2024, there would be an en­hance­ment to its agri-busi­ness loan of­fer­ings with the bank in­creas­ing its al­lo­ca­tion from $50 mil­lion to $70 mil­lion to specif­i­cal­ly fo­cus on hy­dro­pon­ic and poul­try farm­ers. Hy­dro­pon­ic farm­ers will be able to qual­i­fy for up to $300,000, while poul­try farm­ers will be able to ac­cess up to $400,000 in fi­nanc­ing;

* In Sep­tem­ber 2024, Re­pub­lic Bank spon­sored the in­au­gur­al Sus­tain­abil­i­ty Ex­po, at the Cen­tre of Ex­cel­lence in Ma­coya, which fea­tured over 100 ex­hibitors rang­ing from Mi­cro, Small and Medi­um-sized En­ter­pris­es to large com­pa­nies, all show­cas­ing their ef­forts on the sus­tain­abil­i­ty front.

To host this event, the Bank part­nered with plat­inum spon­sor, VISA, as well as oth­er spon­sors, PwC, NGC Green and An­gos­tu­ra.

Speak­ing at the open­ing cer­e­mo­ny of the ex­po, Re­pub­lic Bank’s vice pres­i­dent, Richard S. Sam­my, said, “Recog­nis­ing the piv­otal role of the agri­cul­tur­al sec­tor in en­sur­ing food sus­tain­abil­i­ty and food se­cu­ri­ty in our re­gion, we’re al­so in­vest­ing US$100 mil­lion by 2025 to­wards nur­tur­ing and bol­ster­ing the Caribbean’s agri-busi­ness val­ue chain;”

* Re­pub­lic Bank is al­so the ti­tle spon­sor of the tech hub is­land sum­mit (t.h.i.s), which is de­scribed as a hy­brid sum­mit with a mashup of net­work­ing, ed­u­ca­tion and tech that put tech star­tups and those in­ter­est­ed in set­ting up a tech com­pa­ny to meet the lead­ers and tal­ent in the Caribbean tech scene.

“Ul­ti­mate­ly, t.h.i.s will catal­yse the de­vel­op­ment of a lo­cal tech in­dus­try and put T&T and the wider Caribbean on the glob­al tech map,” ac­cord­ing to the or­gan­is­ers.

Again, in my view, Re­pub­lic Bank's ini­tia­tives are in com­plete align­ment with Gov­ern­ment pol­i­cy and the eco­nom­ic needs of T&T at this time.

Ma­jor­i­ty own­er­ship and board change

From my cal­cu­la­tion, Cor­po­ra­tion Sole and the Na­tion­al In­sur­ance Board owned 84,263,895 RFHL shares, as at Oc­to­ber 15, 2024, which means the state owns 51.43 per cent of RFHL’s is­sued share cap­i­tal of 163,833,584 shares. RFHL is the hold­ing com­pa­ny for Re­pub­lic Bank Ltd

Be­tween NIF (Na­tion­al In­vest­ment Fund Hold­ing Com­pa­ny Ltd), the whol­ly state-owned in­vest­ment hold­ing com­pa­ny, and Cor­po­ra­tion Sole, the state owns 53,451,940 RFHL shares. That is over 32.62 per cent of RFHL 163,833,584 is­sued share cap­i­tal.

The Na­tion­al In­sur­ance Board owns an­oth­er 30,811,955 RFHL shares, which is 18.8 per cent of RFHL is­sued share cap­i­tal. Com­bined, Cor­po­ra­tion Sole and the NIB own 51.43 per cent, which con­sti­tutes a ma­jor­i­ty stake in RFHL.

There­fore, if the Gov­ern­ment wants to change a ma­jor­i­ty of the board of RFHL at a spe­cial meet­ing or at the an­nu­al meet­ing, it can do so. But RFHL has thou­sands of T&T share­hold­ers as well as hun­dreds of share­hold­ers around the re­gion. Shouldn’t those share­hold­ers have rep­re­sen­ta­tion on the RFHL board?

Al­so, RFHL op­er­ates in 13 ju­ris­dic­tions out­side of T&T. I be­lieve all 14 ju­ris­dic­tions, in­clud­ing the Cen­tral Bank of T&T, will have to ap­prove the Gov­ern­ment tak­ing con­trol of the board of T&T. Will the for­eign ju­ris­dic­tions, in which RFHL op­er­ates, ap­prove this Gov­ern­ment ap­point­ing a ma­jor­i­ty of the com­pa­ny’s di­rec­tors?

Af­ter the dis­clo­sure by Gov­ern­ment Sen­a­tor Dar­rell Al­la­har of for­mer prime min­is­ter Dr Kei­th Row­ley’s per­son­al bank­ing in­for­ma­tion on June 1, 2025, would Re­pub­lic’s share­hold­ers trust the Gov­ern­ment’s ap­point­ment of a ma­jor­i­ty of the bank’s board?

Are the RFHL di­rec­tors plan­ning poi­son pill de­fences against a Gov­ern­ment takeover of the board, as we speak?

Dis­clo­sure: The au­thor of this com­men­tary holds mul­ti­ple Re­pub­lic Bank ac­counts and owns four shares in the group.