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Corporate Governance Report
Our Commitment to Good Governance
The Massy Holding Limited (MHL) Board continues to be committed to good corporate governance, with a view to supporting sustainable growth and the enhancement of Stakeholder value. More and more the Group is seeking to understand the views of all different groups who affect and are affected by the Group’s activities and to use that understanding to inform corporate strategy and decision making. Over the past years, there was focus on strengthening the Company’s enterprise risk management system, which allowed for greater agility and sustainability in our businesses and as a result, our businesses continue to thrive in an unpredictable global environment.
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Cross listing on the Jamaican Stock Exchange (“JSE”) on January 27, 2022, created further opportunity for the Company to enhance its governance framework and among other things encouraged the adoption of a Massy Corporate Governance Code and enhancements to the Company’s Policies on Securities Trading and Disclosure.
As we look into the future, post-pandemic and with many lessons learnt, the Company recognises the importance of Environmental, Social and Governance (“ESG”) considerations which can impact its ability to effectively execute its strategy, create value and be sustainable.
As a company with public accountability, Massy continues to apply the Principles and Recommendations of the Trinidad and Tobago Corporate Governance Code, as well as elements of other global codes and best practices, as outlined in this report.
Our Governance Framework
The Group is led by the MHL Board and its Committees, which provide direction and structure for responsible and effective decision-making to support the Group’s purpose and strategic objectives. This framework is articulated through the Company’s Board and Committee Charters, which are annually reviewed and for the current period under review, were reviewed and reconfirmed by the Board and its Committees. The Board’s Charter, Committee Charters, Director Independence Policy and Corporate Governance Code can be found on our website at www.massygroup.com
Subsidiary Governance
The Parent Board and its Committees have oversight of the governance framework of the subsidiary boards in each Portfolio. Each Portfolio is overseen by a Parent Board, whose members comprise of: • Independent Directors - some of whom also serve as
Directors on the MHL Board; • Group Executives, who are independent of the respective business; • Independent experts in relevant business areas; and • Executives in the respective Portfolios
Independent/Non-Executive Directors are recommended for appointment by the MHL Board on the recommendation of the Group Chief Executive Officer, and Portfolio Executive Directors are recommended for appointment by the Portfolio chairperson. This structure has fostered the application of consistent standards of corporate governance across the Group, optimised risk management and enhanced Massy’s reputation for practicing good corporate governance across the Group.
Our Board and its Committees Board of Directors
The Board’s main areas of focus are; governance, strategy, operational and financial performance, risk and Stakeholder relations. In addition to its general oversight of Management, the Board among other things is responsible for: • Corporate Governance across the Group and ensuring that appropriate policies, processes and standards are in place to support the business; • Annually reviewing the Board and its Committees’ Charters and ensuring their relevance in line with applicable governance and legal standards; • Selecting, evaluating and compensating the Group Chief
Executive Officer (“Group CEO”) and overseeing Group CEO succession planning; • Ensuring that appropriate succession plans are in place for
Senior/Executive Management;
• Reviewing, monitoring and where appropriate, approving fundamental financial and business strategies and major corporate actions; • Assessing the major risks facing the Company and the
Group and ensuring that appropriate strategies for their mitigation are implemented; • Ensuring that processes are in place for maintaining the sustainability and integrity of the Company, the integrity of the financial statements and compliance with all laws and ethical standards of business; and • Promoting a culture that is in line with the Company’s core values.
The Board is supported by the Corporate Secretary, who assists the Chairman and the Board in driving and maintaining the highest standards of corporate governance. This includes ensuring good information flows within the Board and its Committees, as well as facilitating the induction and professional development of Directors. The Corporate Secretary provides independent, impartial advice to the Board on issues of process and governance and all Directors have access to the Corporate Secretary.
Board Structure, Composition and Succession Planning
The Company is led by an effective and competent Board that brings together their wide range of experience, qualifications, skills and values in supporting the strategic goals of the Company and in ensuring that Stakeholder value is added. The Board and the Governance, Nomination and Remuneration Committee (“GNRC”) regularly review the ‘Director Skills Matrix’ (shown below) as part of its succession planning to ensure that the Company has available to it, the necessary skills, expertise and cognitive diversity to sustainably deliver on its strategic purpose.
Dig 1 Board Composition by Skills
10
9
8
7
6
5
4
3
2
1
Org. Design, Talent Management& CorporateCulture Finance & Investments Economics Private Equity Retail/ Distribution International/ Global Experience Data & Digital Transformation & Security Energy & Gas Innovation & Entrepreneurship Legal & Regulatory Risk Management
Dig 2 Board Composition by Gender
2
11 Male
Female
Numbers represent number of Directors
Dig 3 Board Composition by Tenure
In accordance with the Company’s Articles of Continuance, as at September 30, 2022, the Board comprised of 13 Directors; nine of whom were Independent, Non-Executive Directors and four of whom were Executive Directors. During this period under review, the following changes in the Board directorate took place: • Mr. Anton Gopaulsingh retired as an Independent,
Non-Executive Director on January 21, 2022; • Ms. Maxine Williams retired as an Independent,
Non-Executive Director on February 10, 2022; • Mr. Robert Riley was elected as Deputy Chairman and
Chairman Designate of the Board effective, May 5, 2022; • Mr. Ian Chinapoo resigned as an Executive Director on
September 30, 2022; and • Mr. David O'Brien retired as an Executive Director on
September 30, 2022
Directors Robert Bermudez, Marc-Kwesi-Farrell, E. Gervase Warner and Soraya Khan will be submitting themselves for either election or re-election at the upcoming Annual General Meeting December 21, 2022.
Director Tenure, Performance Management and Board Refreshment
The Company’s By-laws state that Directors are elected for terms not exceeding three years. When nearing the expiration of those terms, the performance of those Directors who are expected to retire on rotation, is reviewed by the GNRC, prior to a recommendation being made regarding his/her nomination for re-election. The Director peer evaluation is a key feedback mechanism and is further supported by performance conversations which are held between the Chairperson and the Directors retiring on rotation.
The composition of the Board is also a key consideration prior to nomination for re-election and as such, Director succession is managed through a rigorous and formal process where significant consideration is given to the strategic direction of the Company for Board refreshment or when vacancies arise.
3
2
1 1 6 0-3 Years 4-6 Years 5-7 Years 8-9 Years Over 9 Years
Numbers represent number of Directors
Director On-Boarding, Training and On-going Education
New Directors participate in the Company’s on-boarding programme upon joining the Board, which among other things, provides them with a formal introduction to the Company and its businesses through meetings with key persons, provision of relevant information and specific training programmes such as ‘Expectations of a Massy Leader’. The on-boarding process is mapped for a period of between six months to a year and is reviewed and updated to ensure its relevance in supporting Directors in fulfilling their duties and responsibilities. Ongoing education and training of Directors is encouraged and made available as required. The suite of training and learning programmes are reviewed on an on-going basis and includes a mix of internal and external programs, accredited Directors’ programmes as well as presentations by industry subject matter experts.
During this financial year, various Directors participated in the following training courses/programmes:
Organisation/Facilitator Topic
Caribbean Corporate Governance Institute
Delphi Sphere Consulting
Office of the Corporate Secretary Certificate in Corporate Governance
Leadership — The Executive Programme
Revised Securities Training and Disclosure Policies and Practice
Independence
Independent Non-Executive Directors make up the majority on the Company’s Board. Director independence is reviewed annually against the criteria outlined in the Company’s Director Independence Policy – which policy, is also reviewed annually. A review of Directors’ Annual Declarations of Interests to the Company, remains a key element in this process, as the Board keeps under review, whether there are relationships or circumstances which are likely to affect, or could appear to affect a Director’s independence or impact Directors in fulfilling their duties to the Company. This year, the Board has determined that each Non-Executive Director is independent in character and judgement; commits sufficient time and energy to the role and continues to make a valuable contribution to the Board and its Committees.
Both the Audit and Risk and the GNRC are led by independent Directors. Annual Declarations of Independent Portfolio Directors were also reviewed to ensure independent oversight at the Portfolio level.
4
9 Executive Director Independent, NonExecutive Director
Board, Committee and Director Effectiveness
The Board annually assesses its performance and that of its Committees and Directors and sees this review as a useful opportunity for Directors to reflect on their collective and individual effectiveness and to consider where improvements can be made.
The Board evaluated the performance of those Directors who will be retiring on rotation at the Annual Shareholders Meeting on December 21, 2022, and also, reviewed the action plan arising from the Internal Board Evaluation held in the 2021/2022 Financial Year. Issues which were discussed, reviewed, addressed and clarified included; Board composition to include the appropriate combination of industry knowledge and diversity, continuous improvement in risk management and clarity around succession planning and ongoing director education.
This year, in keeping with global governance best practice, the Board participated in its second triennial independent Board Evaluation facilitated by Egon Zehnder, an independent firm. The results of this evaluation will form the basis of the 2023 action plan to pursue the opportunities identified to enhance the Board’s effectiveness.
Director Remuneration
Remuneration for Independent, Non-Executive Directors is determined by the Board, on the recommendation of the GNRC. The GNRC, in determining appropriate remuneration levels among other things, considers the time commitments and responsibilities required by Directors and benchmarks MHL's Board's fees against peers in other publicly traded companies in Trinidad and Tobago. The review of Directors' fees takes place on a triennial basis.
Executive Remuneration
There is a formal review and decision-making process for rewarding Executives which is mirrored throughout the Group. Incentives are linked to Massy’s purpose, vision and values and strategic priorities and short terms results are balanced with long-term sustainability while considering the needs of all Stakeholders when co-creating incentive objectives. Scorecards are generated at the start of the financial year, which is aligned with the group strategy and achievements noted on the scorecards are reviewed and are a basis for bonus
payments.
The GNRC ensures that it continues to; • Apply pay principles which are applicable to all across the
Group and, in particular, the principle that remuneration should support the delivery of the Group’s purpose; • Be aligned with, and incentivise the delivery of, the Group’s strategy; • Foster performance in line with the Group’s culture, values and behaviours; • Be aligned with emerging best practice; • Motivate executive talent; and • Drive the success of the Company for the benefit of key
Stakeholders.
