(Trinidad Guardian) The “overwhelming majority” of allegations contained in the 13-page document submitted by its former executive vice president of business integrity and general counsel, Angelique Parisot-Potter, “have not been made out.”
That’s the conclusion of the three-month probe done by attorneys Kerwyn Garcia, SC, and Vishma Jaisingh.
Parisot-Potter did not participate in the investigation because she refused to sign a requested non-disclosure agreement (NDA).
However, apart from the 13-page letter, she did submit further written and audio evidence through her attorneys to the team.
Interestingly, despite wanting an NDA during the investigation, the Massy Board decided to publish Garcia’s two-page executive summary “in the interest of transparency” in newspaper advertisements today. Massy said it would also review its company’s governance systems, in particular the bonus system for its executives.
The report revealed that Massy was restructuring its operations and that Parisot-Potter’s job as group counsel was made redundant last year. As a result, she was in negotiations to exit the company for 11.8 million pounds sterling ($100 million TT) as well as a seat on Massy’s Board.
It said that in 2019, Massy decided to re-organise its operations in accordance with the portfolio model, which resulted in “irreconcilable differences” between Parisot-Potter and the company.
“Those differences were a major factor in the deterioration of the employment relationship between Massy and Mrs Parisot-Potter. Following the emergence of those differences, Mrs Parisot-Potter voluntarily entered into negotiations on the terms of a separation package for her voluntary exit from the company. The parties agreed to enter mediation on the terms of a separation package,” the summary said.
“Mrs Parisot-Potter’s statement was submitted to facilitate consideration of that proposal,” it said.
The executive summary said that Parisot-Potter’s letter to Massy Holdings was made on November 12, 2023.
In an exclusive interview with the Sunday Guardian published on January 7, Parisot-Potter claimed that no one had responded to her 13-page letter.
The chairman responded, saying, “I can tell you that your 13-page document is taken very seriously. We’re in the midst of review and in some investigations, as you are aware, and we have been communicating with, I think, recently (turns to look at Gervase) as a few days ago, with you about it. And we can continue to communicate, hopefully, resolve through inquiry, investigation, and change. I believe that as the chairman of this board, we are always open to hearing of issues, resolving those issues, and working through those issues.”
Parisot-Potter then responded, “This is not true nor accurate, as there has been no communication with me on any of the issues I outlined in the 13-page document then.”
Garcia’s statement said that negotiations broke down on November 30, 2023, and that her allegations were made public) thereafter.
On December 18, 2023, at the company’s 100th annual general meeting, Parisot-Potter took to the floor during the question-and-answer period and made public her concerns about the conglomerate’s executive leadership consultant, the Florida-based Delphi.
Parisot-Potter claimed that Delphi engages in bizarre rituals for executives, that their leadership programme is a drain of scarce foreign exchange, and that the couple leading the programme appear to exert disproportionate influence over Massy’s executive team.
She told the company’s board of directors, chaired by Robert Riley, that she had written to former chief executive Gervase Warner but received no communication on the matter, so she was compelled to raise the matter at the AGM.
Garcia’s conclusions
Last week, Massy announced that it had completed the investigation, which began on January 14, 2024.
“The 456-page report treats separately with each of the more than 100 allegations contained in Mrs Parisot-Potter’s statement and is supported by more than 2,000 pages of testimony and related documents, all of which are currently being reviewed by Massy’s attorneys,” the statement said at the time.
Garcia’s conclusions on allegations:
1. Garcia said that Parisot-Potter was “verbally abused” by a Delphi executive during the first conference of the programme in 2022 and that she “justifiably felt humiliated by such abuse.”
2. 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.
3. 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.”
4. Parisot-Potter did not have valid basis for expecting that she would have been employed with Massy after the age of 60 (and until age 68).
5. 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.
6. 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.
7. The evidence establishes that Mrs Parisot-Potter was listened to and encouraged to highlight issues.
8. 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.
Publication of the allegations
Following the publication of the allegations, Massy halted the executive leadership programme, hosted by Florida-based Delphi Sphere Consulting, at the centre of the controversy.
In the January 7 interview, Parisot-Potter claimed that its principals held a “disproportionate influence” over its executives.
She did the executive leadership training in 2022 and concluded it in 2023.
“I was told by the CEO (Gervase Warner) that, quote-unquote, I could not move forward with Massy unless I did Delphi,” she said.
Parisot-Potter is a Catholic and believes in God. However, that belief system did not constrain her from accepting the Delphi guidance, which she said focuses on energy training. Her issue, she told Guardian Media on January 7, was the credibility of the couple—Paul and Indira Dyal-Dominguez—running the programme and what she described as their “mumbo-jumbo” language of learning.
“I had to do the programme. I did not have a choice. I was clearly and repeatedly told that it was a condition for continued employment and opportunity for senior members of the executive management team: I cannot move forward with Massy without doing this programme.
“The Delphi experience was and is a serious matter in its violations of my religious beliefs and the beliefs of others, but Delphi in itself was not the problem. Delphi is symptomatic of the real issues,” she said.
Massy to act with urgency to make governance changes
In a press statement immediately after her allegations were made public, Massy described Parisot-Potter’s claims as absurd.
In a statement yesterday, Riley said the board has reviewed the full report, taken note of all the findings, accepted the recommendations therein, “and will act with urgency to implement the changes required to enhance our suite of governance and other policies.”
“While awaiting the findings of the investigation, the board and management felt it was an opportune time for some organisational introspection, and, in this regard, we initiated a full review of our policies, processes, and systems of governance to ensure that we are benchmarked and aligned with global best practice.
“This review is currently ongoing and will include a thorough examination of how we provide incentives throughout the organisation to ensure all are rewarded for their contribution to our performance,” said Riley.
There have been shareholders’ concerns about bonuses paid to Massy executives.
At the time of Parisot-Potter’s claims, she was the third largest executive shareholder with 3,133,641 shares at the company.
The Sunday Guardian had reported that the shareholders had raised concerns about millions of shares acquired by four executives over the past ten years. Three of those executives, according to Massy’s 2023 annual general report, amassed about $130 million in shares over the past ten years.
The biggest shareholder was Warner, with 24,994,769 shares, according to the 2023 annual report.
When questioned on whether she received a $7 million bonus from Massy three days before she raised concerns about governance in the company, Parisot-Potter instead directed the focus on Warner.
In a notice on the Jamaica Stock Exchange for the last quarter, Massy listed Warner with 29,459,348 shares.
Parisot-Potter’s shares were no longer listed.
Affonso, the incoming chief executive, was listed in the 2023 report with 2,638,496 shares.
On the Jamaica Stock Exchange for the first quarter of Massy’s financial year, he was listed as owning 4,790,280 shares.
“Today, Massy is more than 100 years old; organisations do not survive for more than a century without continually learning, evolving, and improving. We intend, with all humility and courage, to be an even stronger organisation from this experience and to maximise the opportunity for learning and change,” Riley said.
Two months after her claims, on February 8, in a newspaper advertisement, Massy announced that Warner would proceed with early retirement on his 59th birthday on April 6, 2024.
He was succeeded by David Affonso, who is the same age and is due to retire next year.
On March 8, Massy’s vice president of global expansion, David O’Brien, announced that he would leave the company on June 8.
Parisot-Potter:
The £11.8 M is utter rubbish, misleading extrapolation of issues
Responding to the Sunday Guardian yesterday, Parisot-Potter said,
“The £11.8 M is utter rubbish and a misleading extrapolation of issues.
I have not been privy to the report; so of course I can’t comment. I would be interested to understand the statement that the ‘allegations are unfounded.’ Is Massy referring to the nine concerns I actually raised or the more than 100 allegations Massy stated I’d raised? So is it none of the more than 100 or is it none of the nine? “
Parisot-Potter has been active on social media, doing a 13-part series called Corporate Chronicles.
In her last instalment posted yesterday, she summarised the 13-page memo recounting a meeting with Warner.
“It became clear to me that the issues I had raised (all of which are fully detailed in the 13-page document) in that meeting of the 6th September, in doing my job as the then general counsel, were the subject of much discussion with the leadership and the chairman of the board. This was a pattern that had begun in 2022 when I challenged the so-called Delphi leadership training programme run by close personal friends of the then CEO, which I was forced to attend.
“On 11 October, 2023, I attended a meeting with the (former) CEO at which I again raised the issues I’d previously raised on 6 September, 2023, along with the other concerns that I had already placed in the 13-page document and which I discussed at length with the CEO. I received no response, either verbal or written, to address any of the concerns. This lengthy, detailed memo (containing nine (9) NOT 100 concerns) was put into the hands of the company CEO after several attempts to find answers and resolution to serious issues of ethics, governance, and transparency I raised were repeatedly and blatantly ignored,” she said.
“I raised concerns about the irregularity of the chair and other UK-based and other members of the BOD who are supposed to have independent oversight, joining into the rituals—paid for in USD by shareholders. I raised concerns about the concentration of power into the hands of a singular, deified leader who was present at every committee and had influence on all matters, including his own salary (and unusual changes to the bonus schemes). I expressed incredulity at the lack of action by the chair to rein in rather than exalt the CEO or to question irregularities in spend, in procurement, processes, and structures. I raised concerns about unusual and excessive spending of USD that was not linked to strategic objectives and reflected a preference for non-local service providers payable in significant Forex sums.
“My penance for doing my job was to be threatened into silence, maligned, and banished. I was punished for speaking truth to power and protecting shareholders’ interests. Despite the fact that I was three years away from retirement, an active investor in shares, standing to benefit from bonus schemes, I resigned on principle. Although there are differing opinions on the how and the why, I knew that this was my only recourse. The contemptuous statements, attacks, ridicule, and smear campaigns empower me. The cronies and sycophants who have benefited or share somehow in the fraternity mean nothing to me. Right-thinking people and those who do not look for the answers from the dead continue to support me.
“With regard to the report that was ironically released on Good Friday, 4th April, I have not seen the report, I have not been contacted, and almost four months later, I am still awaiting a response to my 13-page memo. But more on that another time,” she said.
“See you at the 101st AGM, where I hope to be applauding positive change, including in the leadership, the board, and the governance of this organisation,” she said.
