Asha Javeed
Lead Editor Investigations
asha.javeed@guardian.co.tt
On Sunday, Massy Holdings released the executive summary of its three-month 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 at the company’s 100th annual general meeting last December.
Attorneys Kerwyn Garcia SC and Vishma Jaisingh said that the overwhelming majority of allegations “have not been made out.” Furthermore, they disclosed that Parisot-Potter used the letter as consideration in her negotiations to exit the company for 11.8 million pounds sterling (TT$100 million) as well as a seat on Massy’s board.
But what exactly were the allegations? Guardian Media obtained a copy of the 13-page letter.
The 13-page letter that Angelique Parisot-Potter wrote focused on her last two years at Massy, but specifically on her interactions with the former chief executive of Massy, Gervase Warner, and what she described as a “forced exit” from the company.
The first five pages of the letter outline meetings between September to November 2023 with Warner and other executives where the topic of mutual separation was raised on three occasions before more granular meetings were held in October 2023.
In her letter, she made further allegations against the Delphi Sphere Consulting, saying that during training they claimed to control the weather and cure cancer.
Parisot-Potter objected to the term “mutual separation” because she did not want to exit the company.
“He suggested he was concerned about my well-being, and that he wanted to make sure I was provided for and had ‘something’, the letter said.
She said Warner “could not fault me on my technical competence but shifted focus to inquire about my happiness.
“When I questioned the relevance, he said that he, as the CEO, needed an aligned team and expressed concern about my “energy” disrupting that alignment.
Gervase implied the situation could “go either way.” I expressed my confusion and stated that the situation was unfair and unjust. Despite his insistence on wanting to “do right” by me, I highlighted our divergent views on what constitutes “right.” the letter said.
“I also said it appeared that Gervase wished to have an organisation which was an echo chamber and I reminded him of very recent instances where I prefaced meetings we were having such as the Governance, Nomination & Remuneration Committee (GNRC) and People day meetings with the fact that we needed to encourage diverse viewpoints and alternative opinions in order to avoid the risk of groupthink which could lead to decisions based on cohesion rather than being the best option for the organisation. Gervase denied that was the issue and said that it was ‘how I raised issues’ and ‘how I am about the issues’,” the letter said.
“I was not a fit”
In her letter, Parisot-Potter said she believed it was the principles of Delphi and other senior management who raised issues about her role in the organisation.
“Gervase cited previous attempts at ‘coaching’ and ‘training’ as unsuccessful means to shape me into the individual he envisioned for the role; that it hadn’t worked and that ‘it’ had to end. And that the ‘how’ of how I wrote things even after things had been ‘decided’ and ‘agreed’ was the problem.
“Gervase told me that I was not in control and again stated that ‘this could go either way’ and that he wanted ‘what is best for me’. My response was that this did not feel like it was ‘best for me’, rather, it appeared to be a way to get rid of me as an obstacle, it was not mutual but rather an imposed exit, penalising me for executing my responsibilities, which include delivering unwelcome legal advice and asking critical questions for comprehensive understanding,” she said.
Parisot Potter said she highlighted the irreversible damage to my reputation that a premature exit would cause.
“Gervase acknowledged this and said that is why we were having the conversation so we can see ‘what can be done’ and that he was going to ‘personally defend’ my reputation. I underscored that my departure would be perceived as forced, not voluntary. I also noted the inconsistency with his prior commitment to others like David O’Brien to stay well beyond retirement, which set a precedent that directly contradicted his current approach with me,” she said.
She said that she had a reasonable expectation that I would be at Massy till 68 based on the precedent that has been set by Gervase in the case of David O’Brien and others,” she said.
She said during a meeting on October 11, she questioned how someone with my consistent high performance and loyalty could be deemed unsuitable for the organisation.
“Gervase’s reply was that “I was not a fit”, she said.
The $100 million settlement
Parisot-Potter said she did not think it was appropriate for me to put forward any offer/proposal as her exit was instigated by Warner.
However, she said she sent “a pdf of my current earnings extrapolated to the year I turn age 68” in keeping with the age at O Brien’s contract is scheduled to end.
“Even though I was not the person instigating this forced exit, at his request and prior to the first email documenting the “first proposal”, I prepared and sent to him, on 15 October, a pdf showing my current compensation package and extrapolating that for 11 years which would take me to age 68 like DOB (David O Brien). On 17 October, in the discussion about the proposal Gervase then sent, via email, the same day after receiving my pdf, after I stated that while I appreciated the effort in including a consultancy, EAP and outplacement; there was no number given nor did the proposal appear to take into account bonuses I would earn if I stayed in the company’s employment till 60 nor did it take into account the fact that if I stayed till retirement I would be entitled to medical care under the plan for myself and spouse till death,” she said.
Warner’s counter-proposal was a payment package with payment until the age of 60 and a ‘consultancy’ for 6-12 months.
“I responded saying that I wasn’t considering that proposal as that only contemplated a portion of what I’d be earning till 60, nor did it contemplate any years beyond and for the reasons I’d previously articulated, 60 was the bare minimum I could have,” she said.
At another meeting, she was offered the role of ethics advisor but she would leave the company at 60.
The letter did not raise concerns about executive bonuses.
Factors to exit
In her view, Parisot-Potter said her exit from the company stemmed from three factors: asking probing questions of executives, challenges to the Delphi ‘Executive Program’ and conflicts of interests she flagged.
“My constructive dismissal serves as evidence of the motive behind my forced departure. I believe my questions concerning identified single-source procurements and conflicts of interest as having contributed to this decision. Further, I believe my recent queries about US dollar dividend payments acted as a trigger. My belief is substantiated by three incidents related to Fx, occurring in 2017, 2019, and May 2023, all documented and of which Gervase is aware.
She said she was subjected to verbal abuse from the Delphi consultant.
“Rather than addressing the evident misconduct, Gervase shifted the responsibility to me to reconcile with Paul and told me to even leverage the incident for introspection. Such conduct is unequivocally unacceptable, without justification and unwarranted under any circumstances.
“I have expressed to Gervase on multiple occasions that whenever my view is different, it is considered incorrect, inaccurate or inappropriate because of ‘how’ I said it and ‘how’ I am in the conversation,” she said.
“This forced departure will cause me irreparable harm. I have spent the last 30 years building the professional capital, which stands to be destroyed upon my exit from Massy. This departure will cast aspersions on my character and tarnish my reputation. My stature in the community will be challenged, and my professional undertakings will halt abruptly. Recognised for corporate ethics and integrity, my credentials in corporate integrity and reputation are now threatened. This move effectively terminates my career,” she said.
“My intent is to reach a fair and equitable agreement without tarnishing the company’s image or harming its stakeholders. Despite being forced to depart for reasons that aren’t grounded in technical competence, my allegiance to Massy remains steadfast and I care for the good people who work here and because I am the third largest executive shareholder after Vaughn Martin and Gervase. My objective is to draw attention to the series of actions that collectively constitute constructive dismissal and the challenges these pose in fulfilling my duties and the existential crisis that I now face,” she said.
Changes at Massy
Following Parisot-Potter’s allegations, Massy said it would review its company’s governance systems, in particular the bonus system for its executives.
In addition, in the four months following her public revelations, Warner and O Brien have since exited the company.
Massy has also halted the Delphi Training Programme.
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The Kerwyn Garcia SC Executive Summary
Garcia said that Parisot-Potter was “verbally abused” by Paul Dominguez during the first conference of the programme in 2022 and that she “justifiably felt humiliated by such abuse.”
The evidence does not establish that Mrs Parisot-Potter was penalised for fulfilling her role as General Counsel or for not supporting or for rejecting the Delphi programme or its presenters.
The evidence does not establish that the Delphi programme, whether by its contents or by its presenters, poses any danger to the operations of Massy. It said Massy executives are free to select executive training of their choice. “Some Massy executives have felt the programme to be immensely helpful. Others, including Mrs Parisot-Potter, have not.
Parisot-Potter did not have a valid basis for expecting that she would have been employed with Massy after the age of 60 (and until age 68).
The evidence does not establish a conflict of interest between the chairman of Massy and a reputational management consultant engaged by Massy in June 2023.
The evidence does not establish a pattern of behaviour where there is poor governance, and no due process, including in relation to the payment of dividends and consultancies such as McKinsey, Egon Zehnder and Delphi.
The evidence establishes that Mrs Parisot-Potter was listened to and encouraged to highlight issues.
The evidence does not establish that Mrs Parisot-Potter was intimidated, was the subject of bullying by David O’Brien, was harassed, retaliated or discriminated against, or victimised.
What Angelique Parisot-Potter said at the Annual General Meeting on December 18, 2023
“Regrettably, today, I am obliged to speak up about significant governance and fiduciary concerns, as detailed in my 13-page document, including audio evidence, previously shared with our CEO. Among other matters, one alarming issue is the so-called executive leadership programme, which has been present in our organisation for over a decade. This programme involves frequent travel to Fort Myers, Florida, and weekly commitments for over a year at a cost per participant of tens of thousands of US dollars for which there were over 11 participants last year, alone. Their bizarre rituals include that they can train Massy employees to communicate with the dead and that attendees can self-heal with ‘white light energy’. This is a matter of grave concern to shareholders because the couple leading this programme appears 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. I urge the board to take this, and the other issues I have raised, seriously.”