The Companies Act requires the directors of holding companies to give a report on the affairs of their subsidiaries

Dear Editor,

Your article on the performance of DDL for the year 2014 (‘DDL’s after-tax profit up 38.4%,’ March 24) comes three days before the annual general meeting of the company. DDL has three institutional investors holding more than 5% of its issued shares – Trust Company (Guyana) Limited (20.58%), with which it shares some common directors, Secure International Finance Co Ltd (18.32%), a Beharry Group company, and the NIS (8%).

In most Western countries the directors of public companies respect, if not fear, their institutional investors. Those directors are mindful of the consequences on share value of the disposal of a significant block of shares by any dissatisfied institutional investor. To avoid that, it is very common for them to meet with their institutional investors before any major decision or action.

In those countries too, annual reports are expected to comply not only with laws but also with regulations and best practices. By contrast, Guyana companies seem less interested and are willing to take more risks with disclosure, while institutional investors are perhaps the most silent group of shareholders, never asking a single question of the directors, or ever trying to influence company decisions. The casual observer can be forgiven for believing that there is some unwritten understanding by institutional investors not to interfere in the company’s business.

Consequently, the responsibility to carry out the searching analysis of the annual reports of public companies falls on the press, since the small shareholder seldom has the expertise to do so for him/herself. The task is even greater when the company fails to meet the disclosure requirements of the law and regulations, or where its reporting is contradictory, or sometimes clouded in strange language. For these reasons shareholders and the public would have appreciated reading beyond all the positives disclosed in the DDL Chairman’s report. I have always faulted this company for the ambiguity and confusion caused by its deliberate or inadvertent choice of words in reporting on its performance. For example, readers are often left wondering whether references to performance are to volumes or value, and are confused by the unexplained relationship between the Chairman’s, that in Caribbean markets the brands experienced growth of 28%, while the financial statements disclose a decline in revenue of 24%.

Shareholders would also like to know, and have a right to adequate explanation for growth of 25% in the US market but a fall in profits from $36 million to $2 million, and why the already statutorily inadequate information given for the US subsidiary is not given for the Canadian subsidiary for which all the reader is told is that DDL’s brands increased by 35%.

The Companies Act requires the directors of holding companies to give a report on the affairs of their subsidiaries, not just the after-tax profits of a select few. It says a lot about DDL’s disclosure policies that NICIL, hardly ever considered a model of accounting and reporting, has better disclosures on its subsidiaries than DDL does.

Yours faithfully,
Christopher Ram