Maharaj: Shareholders' right to choose board members

MEDIA EXPERTS have expressed concerns about the move by the government-owned National Investment Fund (NIF) to determine exactly who did and did not vote for its nominees to the One Caribbean Media Ltd (OCM) board of directors.

On July 11, at OCM’s 56th annual general meeting, shareholders voted not to appoint Shakka Subero and Dale Mc Leod to the media house’s board. The two were nominated by NIF, which owns 23 per cent of OCM’s shares and is the company’s largest single shareholder.

Subero is Digicel’s government relations manager and was recently on the board of state-owned TTT. He received 28,684,368 votes against and 18,542,717 for his appointment.

Mc Leod, an insurance executive, received 23,229,443 votes for and 23,997,642 votes against his appointment.

In the Senate on July 3, Minister in the Ministry of Finance Brian Manning defended the Government’s move to appoint them, saying it was not an attempt to interfere with the freedom of the press, but part of its fiscal responsibility as it was one of the company’s largest shareholders.

Government acquired 15,285,917 shares in OCM in 2018 through the Clico bailout. Manning said the value of the shares went down by 69 per cent from $12 a share in 2018 to $3.68 in 2024, reducing the taxpayers’ asset value to $56.2 million.

In a notice of meeting and an addendum to the notice of meeting published in June, the OCM board said it did not support the nomination of either candidate and expressed serious concerns about Subero, in particular. It said as he was affiliated with the company’s competitors in a position in government relations, that would be a conflict of interest and could challenge the independence necessary for an OCM director.

OCM is the parent company of CCN TV6, Trinidad Express Newspapers Ltd and i95.5fm, and owns a 51 per cent share in Green Dot Ltd, a provider of digital cable TV and broadband internet services.

In a letter dated July 12, attorney for NIF Deborah Peake, SC, asked OCM for the number of shareholders who voted at the AGM and the number of shareholders who authorised the chairman of the meeting to vote by submitting proxy forms. The information was to be submitted within seven days.

She also asked for an NIF representative to be allowed to inspect the OCM's share register used for the AGM, the record of the votes cast, and the proxy forms and identification documents submitted for the AGM.

Peake said, “The above information and inspection will enable my client to satisfy itself that the meeting was conducted in accordance with the law, the articles and bylaws of the company, and will demonstrate that the company is committed to transparency and accountability.”

Former Media Association of Trinidad and Tobago (MATT) president Sunity Maharaj, a former group executive for editorial and content development at OCM, and currently an independent senator, said it was the shareholders’ right to determine who should sit on their board of directors.

“OCM shareholders would have a valid concern about the decline in the share price.
"But for the state sector to propose, as a director, Shakka Subero, who is currently employed with a rival communications service provider and was, until recently, on the board of a competitor media company, borders on provocation.

“One would hope NIF would be careful about giving any impression that it is attempting to intimidate shareholders by requesting details on their identity.”

Maharaj added that she “had every confidence” OCM chairman Faarees Hosein, an attorney, would know how to handle the NIF’s request for shareholder information.

President of the TT Publishers and Broadcasters Association Douglas Wilson, who is also general manager of the Trinidad Express, said it would be best to know if disclosing stakeholder information was allowed by the Companies Act and OCM bylaws.

“Assuming that it is, the issue is really one of trust in the integrity and conduct of the poll. Then, one must ask if this is ethical.
"And we cannot pretend this is any shareholder. This is the NIF acting on behalf of the Government of TT.

“No reason was advanced by NIF other than its perception of a need for transparency. However, the poll was conducted by a reputable independent firm. So this is not a good posture for the NIF on behalf of the Government.”

Acting MATT president Dale Enoch said unless it affected their work or they had shares in the media company, the issue did not really affect the average media worker.

“This is more an issue for shareholders. Our base membership is not, at this time, directly affected and is unlikely to be. We always hope, though, that these decisions at the upper levels benefit media workers.”

Hosein declined to comment, saying the company’s legal advisers were considering the matter.