Parisot-Potter questions Massy CFO's US$.3m pay

BY JOEL JULIEN

joel.julien @trinidadexpress.com

FORMER general counsel of Massy Holdings Angelique Parisot- Potter has written the organisation's chairman Robert Riley questioning the 'alarming' payment of over US$.3 million to the chief financial officer less than a year into his tenure.

Parisot-Potter also raised concerns with the T&T Securities and Exchange Commission (TTSEC) regarding the departure of Duane Hinkson as group corporate treasurer, noting that the requisite filings were not made.

In an email to Riley and Massy's corporate secretary Wendy Kerry, copied to the entire board, and titled 'Formal demand for transparency and accountability', Parisot-Potter said she had serious concerns about the lack of transparency, accountability, and the potential preferential treatment of shareholders.

'The compensation arrangement for the new CFO, Mr James McLetchie, raises grave concerns about fiscal responsibility, corporate governance, and potential conflicts of interest. It is particularly alarming that a mere four months into his tenure, Mr McLetchie received a payment of US$304,162.98 in December 2023, listed as Mr McLetchie's 'December payment',' Parisot- Potter wrote.

'The rationale behind this exorbitant sum, paid in US dollars while maintaining a London base and incurring substantial expenses for regular business-class travel and accommodation in Trinidad, demands immediate and thorough investigation. This arrangement not only appears financially reckless but also raises serious questions about Mr McLetchie's ability to effectively oversee and understand the nuances of Massy's operations across Trinidad and Tobago and the broader Caribbean region,' she wrote.

Parisot-Potter, a Massy shareholder, said the board must provide a 'detailed and compelling justification' for this arrangement, demonstrating how it aligns with the company's fiduciary duty to its shareholders and its commitment to cost-effective management.

McLetchie was appointed Massy's CFO on June 1, 2023.

'James brings more than 30 years of financial, M&A (mergers and acquisitions), transformation, and strategy experience to Massy, with an emphasis on international M&A and growth,' Massy's website states.

Before joining Massy, McLetchie served as senior vice president of Integration at AVEVA Group, a FTSE 50 company and world leader in industrial software specialising in power, oil and gas.

In addition to concerns about McLetchie's compensation, Parisot- Potter reiterated her concerns regarding dividend payments made in US dollars.

'My repeated attempts to obtain clear and consistent information about US dollar dividend payments, both during my tenure as general counsel and subsequently as a shareholder, have been met with silence. This pattern of non-disclosure undermines shareholder confidence and raises questions about the company's commitment to transparency and fairness,' Parisot-Potter said.

Parisot-Potter said documentation that came to her attention before her December 27 resignation last year revealed that at least US$465,000 in dividends was paid to shareholders labelled as 'overseas.'

To ensure equitable treatment, Pariost-Potter said Massy Holdings must promptly disclose the following: 1. The complete list of shareholders who received these US dollar dividends, including their names and locations.

2. The total amount of dividends disbursed in US dollars to all shareholders.

3. The precise criteria used to determine eligibility for US dollar dividend payments, ensuring clarity and equal treatment for all shareholders.

Parisot-Potter said in light of these concerns, she filed a formal complaint with the Trinidad & Tobago Stock Exchange (TTSEC) and requested a meeting with the TTSEC's chief executive officer Kester Guy to address these 'pressing issues.'

Letters to TTSEC

Parisot-Potter also wrote the TTSEC about the departure of Hinkson from the organisation, since no notice had been filed. 'Withholding this information could significantly impact investment decisions. I am aware that there have been instances of non-reporting in the past on the basis that the changes were to positions not considered material by Massy and I have raised this with the SEC. The departure of a senior executive like the group corporate treasurer is undoubtedly a material event. Shareholders have a right to be promptly informed about such changes so they can make informed decisions about their investments. Massy's repeated failure to adhere to these disclosure standards raises serious questions about its com-mitment to corporate governance and transparency,' she wrote.

Last month, Parisot- Potter wrote the TTSEC raising concerns about the dividend payments in US dollars to unnamed 'overseas shareholders' of the conglomerate.

During Massy's 100th annual general meeting held on December 18 last year, Parisot-Potter raised concerns about the conglomerate spending 'scarce resources' in the midst of a 'foreign exchange crisis.'

'As a shareholder invested in the transparency and fairness of Massy's operations, I believe it is crucial to have a clear understanding of these practices. I would be grateful for any information or guidance you can provide on these matters,' Parisot-Potter's letter to the TTSEC stated. On January 14, Massy launched an investigation into Parisot- Potter's claims, which was conducted by attorneys Kerwyn Garcia, SC, and Vishma Jaisingh.

Garcia and Jaisingh submitted their 456page report on April 4 to Luisa Lafaurie Rivera, an independent, non-executive director and chairperson of the Massy board's Governance, Nomination and Remuneration Committee.

In dismissing the majority of her allegations, the independent legal investigative team said that Parisot-Potter proposed that she be paid £11.8 million ($99.6m) to leave her position as general counsel.

Despite those claims, Parisot-Potter said she departed the conglomerate empty-handed.

DEMANDS TRANSPARENCY: Angelique Parisot-Potter, Massy shareholder and former general counsel.