When I began writing opinion pieces in this newspaper nearly 30 years ago, I was admonished by then editor Guy Ellis (deceased) that my thoughts, beliefs, or feelings on a particular subject, must ALWAYS be supported by logical reasoning, fact and evidence. I have done my utmost to adhere to this principle in the 300-plus commentaries that I have written.
Part one of this commentary which appeared in the October 17th, 2024, issue of this newspaper, was among the most challenging that I’ve written. In it, I traced the evolution of the 1st National Bank (1NB) from its days as “The Penny Bank” and applauded its pivotal role in improving the lives of common people. I acknowledged the significant contribution of the National Workers Union (NWU) towards the betterment of the living and working conditions of workers across the island. I observed that 1NB may have lost more than it gained, by not addressing the workers’ grievances before they took strike action.
I clearly indicated that I was sharing my concerns as a shareholder and as a longstanding client of 1NB, dating back to my first car loan in 1975, guaranteed by my father.
I have offered constructive critiques on bank governance issues before. I did so when the National Commercial Bank (NCB) was struggling, soon after it was established. I was equally forthright in sharing my views during the annual general meetings of the Bank of Saint Lucia (BOSL). I was encouraged in this role by my dear friend, the late, great, provocateur and patriot, Stanley French.
Feedback suggested that my commentary was generally well received by readers. I did not expect my views would be fully embraced by all within 1NB’s hierarchy. However, I’d hoped my shareholder status would have eased any concerns Directors may have about my motives. After all, no shareholder in any enterprise actively campaigns for its demise.
Well, that logic was obliterated by a letter that I received from 1NB’s Corporate Secretary, dated December 17, 2024. The letter captioned “Request for Correction of Information in Your Article dated October 19, 2024, titled “Penny Wise, Pound Foolish?’ begins thus:
“It has come to our attention that (your article) contains inaccurate information specifically regarding your alleged status as a shareholder…. your shareholding has not been verified and until we receive formal verification of your shareholding, we kindly request that you recall and amend the article to remove any reference to your involvement as a shareholder in OUR company (emphasis mine). The letter ends by urging me to “…give my prompt attention to this matter and that the necessary corrections be made at your earliest convenience.”
To say that I was disappointed, saddened, and upset by the tone and content of this letter would be the mother of all understatements. Clearly, not enough thought was given to what the letter says about me and the governance of the bank. It never occurred to 1NB that it would be foolish of me to publicly lie about being a shareholder. Indeed, I feel confident that those 1NB Directors who know me, know I would never do such a thing.
I would have appreciated a letter that simply stated: “We saw mention of your shareholder status in your commentary and seek your help in confirming it, as your name does not appear in our database.” While that would be a damning admission, I would have treated it as a reasonable request. Clearly, 1NB dismissed this option and decided instead to insist, that until my shareholder status is verified, (presumably by me), I should (must?) tell Voice readers that I told a lie.
I had to sip some chamomile tea and do some 4-7-8 breathing exercises, before deciding whether I should respond to 1NB’s provocative letter. Eventually, I replied indicating that the entire premise for 1NB’s demand is flawed and that, “I do not consider that I am under ANY obligation to prove I am a bona fide shareholder of 1NB…and do not consider it is necessary to amend any part of my article.”
The Secretary promptly replied that the purpose of her letter was only to verify if I am a 1NB shareholder. She wrote, “If you are a shareholder, an apology will be issued for you not being on our mailing list, and your information will be included for compliance purposes.” I daresay, 1NB should first apologize to itself.
The caption of the letter clearly stated its purpose. Its contents left no doubt about what I’m expected to do. The irony is that even though for some time now, 1NB has not paid a dividend, called an AGM or published audited statements, I bought shares in it and continue to do business with it. Even now, selling my shares has not entered my mind.
The Bank’s letter highlights two issues. Firstly, it reveals that its shareholder register is not properly structured. It’s unacceptable for INB to be asking holders of share certificates–whether in an individual or group capacity–and whom it has invited to its past annual general meetings, to verify their shareholder status. Secondly, it’s clear that the Bank has not established adequate protocols to give effect to Clause 105 (1) (c) of the Companies Act which states that any person “…in whose favour a transfer of shares has been executed but whose name has not been entered in the register of members of the company is a shareholder of a company.” In this latter case, the Bank should question why after 17 months, share certificates have not been issued to someone who acquired shares via a share transfer.
Clause 97(2) of the Companies Act implores Directors of all companies to act honestly and in good faith with a view to the best interests of a company, which include the interests of employees and shareholders. 1NB Directors may wish to reflect on this clause in the context of their actions or inactions which precipitated the recalled, workers’ strike action.