| Recently re-elected Chairman of the Private Sector Commission, Ronald Webster,Angel Di Maria Jersey, who often speaks of his company’s commitment to good corporate governance,China Soccer Jerseys, may not be applying those standards at Caribbean Container Inc. (CCI), – a public company under the laws of Guyana. Webster is CCI’s Managing Director and Chairman of its Board of Directors.Ronald WebsterChartered Accountant, Attorney-at-Law and Columnist, Christopher Ram, in a letter published in Kaieteur News Sunday highlighted public documents which disclosed that Webster was instrumental in incorporating a company – Technology Investment and Management Inc. (TIMI) in which he held all the issued shares until late 2012. On its incorporation, the registered office of TIMI was at Webster’s residence but later moved to the Chambers of Hughes, Fields and Stoby, who are also the Attorneys for CCI.For the sum of $300,000 paid or payable by it, TIMI allowed Webster to gain control of 129,670,Gorgui Dieng Jersey,230 shares (or 85.31%) in CCI. “Using the stock market value of a CCI share at December 31,China Jerseys, 2006, the value of the shares thus acquired was $259,340,460 or 0.12% of the then market value.“At a current stock market price of CCI’s shares of $10, Mr. Webster’s investment is worth more than $1.25 billion,Kyle Wiltjer Jersey,” Ram calculated.According to Ram, an examination of financial statements does not indicate that any payment was made to Rand-Whitney Caribbean for the shares which TIMI acquired but only a provision of $300,000 being made in the books.The Attorney-at-Law stated that the negotiation between Rand-Whitney Caribbean and Webster in which he effectively acquired 85.31% of CCI’s shares was not a “management buyout” as claimed by Webster. Ram argued that even if Webster was issued with any shares in TIMI, which the records show he was not, that would still not constitute a management buyout.Statements attributed to Webster indicate that TIMI was set up to provide turnaround management services in Guyana and the Caribbean. However, according to Ram, the financial statements of TIMI filed belatedly with the Registrar of Companies, show that TIMI never carried out any business – not even management services to CCI.Ram noted that except for the shares in CCI’s holding company transferred by Rand-Whitney Caribbean to Webster’s company TIMI, and the issue of shares by TIMI to Mr. Webster and later to Ms. Patricia Bacchus for her past services, “TIMI has had no transaction of any materiality or note.”Ram explained that according to various documents which TIMI was required by law to file, Webster was TIMI’s only shareholder until December 2012 when TIMI gained its second shareholder – Ms. Patricia Bacchus – by the issue to her of 600 class “A” sharesChristopher Ramvalued at $5,618,000.Ms. Bacchus, an Attorney-at-Law, joined the company as a Consultant in September 2006, became Company Secretary in 2007 and was later appointed Director of Administration and Chief Operating Officer.According to Ram, Mr. Colin Wiltshire, who was listed as an incorporator of TIMI, was never issued the 500 shares that the Annual Reports indicate were allotted to him. “Incidentally, under the Companies Act 1991, a shareholding does not vanish on death, the personal representative becoming entitled to be entered in the company’s register of members,” he explained.According to Ram, “Mr. Wiltshire’s 18 years of exemplary service including ten as Director, Administration”,Carmelo Anthony Jersey, and as an incorporator of TIMI were not regarded by Mr. Webster as adequate consideration for the issue to him of 500 shares valued at between $50,000 (the minimum issue price of the shares) and $500,000 (computed at the price at which Mr. Webster issued shares to himself)”.Ram added that Bacchus, a relative newcomer to the group, was issued “for services shares”, a benefit which neither Directors Wiltshire nor Rabindranauth Ramautar nor any of the group’s several managers enjoyed.The Chartered Accountant said, “The records indicate that TIMI is a passive holding company and this raises the question whether the company was anything more than a vehicle for the principal if not sole purpose of taking over Rand-Whitney Caribbean’s interest in CCI for the benefit of Webster.“TIMI was so passive that it was not until January 2012 that it had its first audit after eight years of existence,” he suggested.Ram noted that TIMI was in breach of the statutory requirement regarding the lodging and filing of Annual Returns and audited financial statements with the Registrar of Companies in respect of all the years from 2004 to 2010 by periods ranging from 7½ years in respect of 2004 and 1½ years in respect of 2010. In corroboration,Wholesale Authentic Jerseys Outlet, the public records reveal that accounts and reports of the auditors for the year 2004 to 2010 were approved by the two shareholders of TIMI – Ronald Webster and Patricia Bacchus – on January 24, 2012.Yog MahadeoUnder the Guyana Companies Act, every Director or Officer such as Webster in relation to CCI is bound to act honestly and in good faith in the interest of the company.The law is clear that no such officer must seek private gains and where he makes such gains he is bound by law to account for those gains to the company.Revelation of Webster’s actions has been receiving uncomplimentary comments particularly of his leadership role of the Private Sector Commission.One of those commentators is Yog Mahadeo, who was once the Chairman of the Private Sector Commission (PSC).While speaking of conflict of interest in the PSC and it being reduced to a tool, Mahadeo stated, “I wish to quote the Honorable Minister of Tourism in his address to the PSC’s AGM. The issue of governance is not only set aside for the government. The issue of good corporate governance is an important aspect of private sector life.“You can say that in the government there may be conflict of interests, however even in the private sector there are conflict of interest. We must recognize and rationalize the conflict of interests wherever they may exist. Governance is not only a matter for the government.”He added, “All eyes are on Mr. Webster and the history of conflict of interest at the PSC. It is your choice to either lead us clear of damaging conflict of interest or to pull the verbiage a little higher and cover it all once again.”According to Bacchus, CCI is not prepared to comment on the matter at this juncture. She said that the company is exploring other options but failed to say if legal action was one of those options. |
