It is commendable that Banks DIH Limited has responded, in a full-page ad, to my recent commentaries on the company. Unfortunately, the membership, readership and the company’s reputation would have been better served by less obfuscation, diversion, distortion and ad hominem attacks. Let me state categorically that while it might be a fear, it is certainly not a fact that I have ever been an advisor to the Guyana Securities Council. The allegation was mischievous and false.
Let me state again and, hopefully for the last time, that Banks’ Chairman has personal knowledge of blandishments and carrots offered to me some years ago when I challenged the Company’s short notice for an annual general meeting. My response was that a notice is a personal matter, and it was outside the powers of an individual shareholder to waive a statutory right of any other shareholder.
I will now briefly respond to the substantive major points enumerated in the full-page ad.
1. Re-routing transactions through Florida. The ad appears to convey the impression that the court legitimised this extensive series of transactions. The court did no such thing. The sole issue before the court was whether the payment of commissions of $562,123,894 between 2009 and 2016 arose outside of Guyana and therefore not subject to withholding tax. My contention then and now is that it is unnecessary, wasteful and unjustifiable for the ordering of products from the Netherlands to be routed through Florida. Nor is it credible that a supplier of decades standing “does not treat with [Banks DIH Ltd] in relation to financial matters,” as the company sworn in an affidavit. Banks DIH is not a pariah company nor is Guyana an AML-blacklisted country. My concern was evaded in a maze of obfuscation.
2. The new holding company. I questioned the decision to convert Banks DIH Limited into a private company. What the directors do not tell us is that the application for the “arrangement” was made to the Court ex parte, despite the fact that Banks has two regulators directly, and four regulators as a group. Yet, the company did not, from the public records, notify any regulator. Evading responsibility for this simplistic adventure, the ad states that “the decision was made pursuant to advice from BDO, accountants.”
The company boasts that the decision for the conversion had 99.9% support. Yet, shareholders engaged me privately complaining that they do not understand the nature of the transaction. When I suggested questions that could be asked of the directors, the response was “you know this place.”
3. Payment of dividends. My concerns were about the company’s dividend payout ratio which is among the lowest of public companies in Guyana and the Region, and about the transaction cost of paying a dividend of less than a dollar on small shareholdings. Here is an example. Say that the company pays an interim dividend of $0.45 per share to a non-resident person who owns one thousand shares. That is $450 from which withholding tax of 20% has to be deducted, converted to foreign currency, and the net paid over. That leaves the shareholder with less than two US Dollars. Again, evasion and obfuscation.
4. A share re-purchase agreement of December 2016. My question was the reason for paying more than the market price under a share repurchase agreement. That speaks for itself but like the company did then and again now, it evades the real issue and its only recourse is a personal attack and a veiled threat of reporting me to the Institute of Chartered Accountants of Guyana. What an undignified response.
In my Business and Economics Commentary column this coming Friday, I will be publishing an open letter to the Company’s Audit Committee Chairman of my concerns as the holder of 117,000 shares in the Company.
Two events usually attract misinformation, once known as propaganda. These are wars and strikes. In a war, each side pushes information to show that it is doing better than the enemies – in fatalities, losses and territory. In a strike, the employer understates the support for the strike while the workers’ representatives overstate that support and the moral imperatives of their cause. In similar vein, I have seen numbers cited by some closer to the facts, such as the Chief Education Officer and the leadership of the Teachers’ Union.
In the case and context of the current strike I went to sources I consider most objective, if not always very clear – the 2024 Estimates. From these, I could make some reasonable assumptions and deductions on the affordability of any increase. What I also found is that some of the numbers cited by some non-associated persons like Dr. Tara Singh were off the mark by quite significant margins. My overall finding is that the Government can pay much, much more than the 6.5% it has offered teachers.
I say this even as I concede that the Estimates are not the easiest of documents to read and that the reader has to plow through dozens and dozens of pages and make rough assumptions arising therefrom, including how the averages pan out. Here are some of those numbers. The provision in the 2024 Estimates shows an increase in the allocation for Wages and Salaries for teachers, exclusive of related overhead costs, of 25% over 2023. Of course, the number of teachers is also expected to increase, even after natural attrition. The crude average annual increase in the number of teachers over the past three completed years was approximately 9%. The projection for 2024 is 14% of which we can assume that the significant increase will come at the beginning of the new academic year in September. From this, we can deduce an increase in the effective number of teachers for the school year to be about 5%.
Let us then assume that the Government is unwilling to make this up via savings from part of the total capital budget or by way of supplementary appropriation, the 2024 Budget appears to allow a 20% increase to the teachers for 2024. Except for some related costs that are ad valorem, the other charges are already provided for in the approved Estimates.
The Government can afford this and the teachers deserve nothing less.
The Teachers’ strike enters its second week beginning tomorrow. The planning and execution by the leadership of the Guyana Teachers Union and the passion and energy demonstrated by the striking teachers across the Regions suggest the preparation for a long struggle. The Government on the other hand appears to be all over the place – literally and figuratively – and suggests that it is playing a waiting and words game.
President Irfaan Ali tells the teachers to be patient – he will look after them gradually and that things will be all right after 2027. Assuming of course that the price of oil will continue on its recent boom trajectory. The Vice President says he is not worried – the striking Region Six teachers will vote for the PPP/C in 2025, apparently claiming their indentureship to the Party. The AG recognises the teachers’ constitutional right to strike but leaving unaddressed the unconstitutionality of wage imposition, an ignominious practice this Administration shares with its predecessor. And Minster of Education and MP Datadin boast of this Administration’s generous salary increases since it came to power. It does not appear that they recognise that the increases have a crude average of less than 7% per annum over five years.
Notwithstanding its apparent collective resolve, the Government’s case is constitutionally, legally, morally and practically weak and defenseless. On the constitutional and legal question, the Constitution and the Trades Union Recognition Act are clear. The Government as an employer, must go through the recognised unions. That imperative arose following a court ruling during the labour struggles under Forbes Burnham. This Administration must not try to outdo Burnham in dictatorial instincts and practice.
The VP can show that he is not spiteful by using his residual powers as an immediate step, to restore the deduction of union dues, which the Government will have to do as part of any settlement anyway. He, more than anyone of the current government leaders, was involved in and is aware of the impact of the 1999 strike by public servants. He must know too that the current leadership of the GTU is even better than the GPSU leadership in the nineties, and that the argument in those days about the inflationary impact of a significant wage increase was completely misplaced.
The Ministry of Education has put out a table of increases in salaries to various levels of teachers over the past five years, presumably to show how well they are paid. (I thank the Ministry for saving me the research). Here is my brief interpretation and contextualisation of those numbers. The increases over the period of 2019 – 2024 average 33%, ranging from 23% for the Principals of the Technical Institutes in Georgetown (GTI) and Linder (LTI) and Cyril Potter College of Education, to 39% for a Graduate HM of a Grade D school.
Now, compare that with other numbers put out by the Government. Over the same period, GDP has grown by roughly 310%, capital expenditure by 905% and current expenditure by 198%. It is difficult to deduce from these numbers a recognition of the importance of teachers for our country and economy, or a basic understanding by the Government of their own numbers. The contrast with contractors, many of whom pay no taxes, and with speeding up poorly planned and executed construction work cannot be starker.
With ministerial salaries almost doubled by tax-free allowances, they are out of touch with the skyrocketing cost of living affecting everyone. The collective Cabinet seems unable to understand and appreciate that for one thousand dollars in increase to teachers, more than $300 comes back to the Government in the form of income tax and value-added tax. That means that every $3,000 salary adjustment will cost the Government and benefit the teachers only $2,000. And they do not seem to understand that to measure the impact of the strike in percentages of non-striking teachers is fallacious and misinformed. The absence of the striking teachers will exacerbate the existing shortages in almost every classroom and that even 20% of striking teachers will cause total disruption in the school.
This may not, however, affect many of the children of government ministers and officials who can afford to send their children to private schools, and even abroad. The statements by the President, the VP and their ministers show at best how little they understand and worse, that they do not care.
One of our other public companies – Caribbean Container Inc. (CCI) – seems to have an even more serious problem with its share price than Banks DIH Limited does. Between the Stock Exchange (GASCI) trading session 1007 on 20 February 2023 and trading session 1057 on 5 February 2024, the price of CCI’s shares has skyrocketed from $40 to $200. There is nothing in the fundamentals of that company (see Table below) that could conceivably justify anything close to this 400% increase in the share price over a 1-year period. In fact, if we go back one year earlier to 27 June 2022 when the price was $15, the increase is a staggering 1,233%!
The only noteworthy development in the Company is the leasing of part of its property which will generate a steady flow of income in the immediate future.
Source of Information: Annual Reports and GASCI Website
The principal shareholders in the company are Demerara Holdings Inc., whose ultimate beneficial owner is the estate of its former Managing Director, which owns 85.92% of CCI’s shares, and Secure International Inc., a Beharry Group company which owns 5.16%. The Securities Industry Act requires disclosure of 5% or more.
The number of shares traded between February last year and this month to date, was 66,400 and between 27 June 2022, that number was 90,200. For completeness, the average number of shares traded over eighteen sessions was 3,688 shares. This represents just 0.059 % of the 150,916,595 shares in issue. It ought not to be that transactions involving 0.059% of shares in issue can move the share price by 1,233%! While this is an extreme case, such distortions are not unique to CCI as the trading records of DDL and Banks DIH show.
I am not suggesting any insider dealing or other improper conduct on the part of any person, including CCI’s management. But rather that something is wrong with the working of our Stock Exchange, its shareholdings, market participants and shareholder and investor education. There is a lot of blame to go around, including misleading information in annual reports and peddled by chairpersons of public companies.
Part of the solution lies in meaningful reform but efforts to get successive governments to pay attention to both GASCI and the Securities Exchange have produced little or no fruit. I am hopeful that the recent comments published in the Stabroek News on Banks DIH Inc. and now this extreme disclosure will stir the powers that be into some meaningful action.
An immediate course of action would be for the Stock Exchange to immediately suspend trading of shares in this company, and to make inquiries and appropriate recommendations. We cannot at the same time boast of a world class economy and have an imperfectly functioning Stock Exchange.
Banks DIH Limited, one of Guyana’s oldest and most prominent public companies held its 68th. Annual General Meeting on 27 January 2024. Executive Chairman Clifford Reis presented the report of the Directors for the year ended 30 September 2023. Banks, as it is popularly known, is actually a group of companies comprising the food and beverage giant and Citizens Bank Limited in which it has a 51% interest. More recently, the company incorporated a 100%-owned Banks Automotive and Services Inc. which reported a profit of $9.2 Mn. in 2023. The group as a whole reported a profit before tax of $14,509 Million which was an increase of 8.3% over 2022.
Key shareholders in the company include Demerara Life Group of Companies (11.4%), Trust Company (Guyana) Limited (8.7%), Banks Holdings (Barbados) Limited (5.9%) and the Hand-in-Hand Group of Companies (5.5%). Banks has eleven directors, the majority of whom – including two women – are non-independent executive directors reporting to a CEO who is also the Chairman of the board. Banks DIH and DDL have been known to resist any attempt at separating these roles, considered a feature of good corporate governance under most international Codes of Corporate Governance.
From all accounts, the AGM was proceeding sedately until, according to a report in the online news outlet, a shareholder indicated that he planned to invest more in the company but questioned why “the Company’s share price was not moving in tandem with all the positive things that were happening.” That question appears to have triggered quite an emotive response from Chairman Reis who expressed strong dissatisfaction about the Guyana Stock Exchange itself, the role of brokers, the size of trades and the influence of small trades on the price of traded shares. Mr. Reis even suggested that brokers have sold five shares in violation of the Company’s By-Laws.
Mr. Reis would not make such a public statement if he did not have actual knowledge of those transactions and he has every right to be upset that the most recent trade price – no matter how small – becomes the new price. He knows too that in Business Page columns I wrote over several years (these are available at chrisram.net), I advocated for a reform of that practice. His Company was silent on the call because it also came with a call for a Corporate Governance Code which both Banks and DDL have stoutly resisted. Where I do believe Mr. Reis went overboard in his expansive response to the shareholder was in describing as “amazing,” 80,000 shares being sold between twenty-five persons, an apparent heresy in Reis’ view because a number of the sellers did so “without any hard financial evidence”. Mr. Reis would be doing us all a favour in providing any reference to the By-Laws of any public company in Guyana or to the Companies Act of Guyana of such a requirement.
That was not the only problem I have with Mr. Reis’ response. He practically boasted about the Company’s ability “to develop the company with all this capital works without borrowing and selling shares.” The fact that the company can do this is a direct result of the company’s dividend policy in which the directors pay shareholders a negligible share of the annual profit available for distribution.
Banks DIH Limited Group Performance Summary September 2019 – September 2023
Source: Annual Reports of Banks DIH and GASCI website
What is worse is that as the Table below shows, there is such an eerie consistency around 20% as to suggest that that is no accident – but a policy which directors are either unable or afraid to question. Moreover, that ratio is in fact the lowest among major public companies in Guyana, although again, only slightly less than DDL. It is amazing that Mr. Reis would overlook such an important determinant in the price of his company’s shares.
As a consequence of this policy, the Company fails in another significant indicator, i.e., the dividend yield, which shows how much a company pays out in dividends each year relative to its stock price. He might take some comfort that by this measure, Banks actually outperforms DDL and Demerara Bank but lags far behind Demtoco, GBTI and Republic Bank. Ironically, had the share price been higher, the dividend yield would actually be even lower.
There is no intrinsic virtue in the Company financing out of retained earnings all its investment requirements. One of the things one learns in an MBA Finance programme is that equity, including retained earnings, is generally more expensive than debt. One has to believe that equity is cheap to believe that financing all investments out of equity and distributable reserves is something to be proud of. What a low payout ratio assumes is that the company will more profitably re-invest the profit than shareholders would, despite dividends being tax-free. Sadly, that misplaced confidence, or arrogance, is not limited to Banks DIH.
Mr. Reis laments the company’s share price movement which has swung by 2.6 % in 2020, 50% in 2021, 58.3% in 2022 and negative 7.8% in 2023. There was nothing in the fundamentals of the Company to justify the significant increases in 2021 and 2022, two years in which share prices across the board rose by 46% and 70% respectively. Mr. Reis did not question those increases but now raises doubts about the 2023 change of negative 7.8%, ignoring the negative 23.2% change in the market as a whole.
Some years ago, the directors decided that dividends would be paid in three tranches, two interims of around $0.40 per share and a final dividend of about $1.20 per share. Whatever may have been the intention, that decision makes poor sense. An interim dividend of $0.40 per share to someone who holds 5,000 shares amounts to $2,000 but carries a significant transaction cost both to the company and the shareholder. For a shareholder resident abroad, not only will the net remittance after withholding tax substantially erode the dividend, but some banks have a floor on the amount they will transfer on any single transaction. Such shareholders also bear the risk of a creeping exchange devaluation. In these circumstances, I fail to see any financial or economic reason even a medium-sized non-resident shareholder would want to hold on to their shares in this company.
It should not be so amazing that persons with small numbers of shares sell their shares – they become like stranded assets, but the CEO thinks there is something amiss!
Mr. Reis made a big play about the Company’s expansion programme and its acquisition of forty acres of land and a new bottling plant for US$71 Mn. The truth is that the Company has in fact been replacing fixed assets as line 8 of the Table shows. On that score, the profit before tax (PBT) has increased at a faster rate than average total assets for a number of years, but one must remember that PBT is based on current values while a major part of total assets is usually stated at historical cost. What is particularly troubling however, is the wide disparity between the 17.3% increase in total assets and the comparatively modest increase of 8.3% in profit before tax in 2023.
On page 15 of the 2023 Annual Report, the Directors – not the Chairman – discussed a new holding company which will subsume and change the public status of the existing company as it has been since 1955, making it a subsidiary with only one shareholder. Under this arrangement, shareholders in the existing company will exchange their shares for shares in the new holding company. According to the Directors, this step would allow the Group to enter into new activities arising from the present rapid development in Guyana and is “taken pursuant to the advice of a reputable accountable firm BDO.” I am not convinced about the wisdom and benefit of this decision, but rather consider it adventurous and poorly conceived. The existing structure has not prevented the Group from investing in a new company costing hundreds of millions of dollars and can similarly undertake several others.
The misguided, incorrect and flawed response by the Chairman makes , absolutely necessary. a reconsideration of the decision to have a new holding company with all its ramifications. If anything, my view is that the shares of Banks DIH are currently overvalued but that the problems are not insoluble. Get governance right, address the fundamentals, have regard to the interest of the shareholders and not only the company, practise some informed corporate democracy and execute judiciously, and Banks can once again be the pacesetter.
I agree that we need to address the issues of GASCI and the Securities Council to make them function more efficiently. Public companies can help in this process if they cooperate with GASCI and the Securities Council rather than treating these bodies as enemies to be confronted. And at all costs, we must never return to the days when senior officers of public companies engaged in self-dealing, insider trading and price manipulation.
