Author: Christopher Ram

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Banks DIH, Shareholder Rights, and the Rule of Law

Business and Economic Commentary

The attempt by Banks DIH Holdings Inc to impose a 15 per cent cap on shareholder voting power through a by-law was never a technical governance adjustment. It was a fundamental challenge to settled principles of company law, shareholder rights, and the constitutional hierarchy established by the Canadian-modelled Guyana’s Companies Act. That hierarchy is the law (Act) – the Company’s Articles – and the Company’s By-laws (if any). Unlike the old Companies Act, by-laws are not compulsory. 

From the outset, the proposal was misconceived. It attempted by by-law to do what the law permits by an amendment of the Articles by special resolution, and to limit voting rights attached to issued shares through vague notions of “acting in concert”.

The company answered a well-meaning call for restraint with costly newspaper advertisements that read more like a diatribe, personally attacking the writer rather than addressing the core legal defect – the impermissibility of altering entrenched shareholder rights by secondary by-laws. None of this cures illegality. Shareholder democracy is preserved by obedience to the law, not by rhetoric.

The High Court has now decisively vindicated that position. Justice Sandil Kissoon held the proposed by-law to be prima facie unlawful, ultra vires the Companies Act, and incapable of lawful ratification, reaffirming that articles confer rights while by-laws remain subordinate.

The ruling is significant beyond Banks DIH Holdings Inc. It reaffirms the rule set out in section 26 of the Companies Act that companies – private or public – with a single class of shares cannot abandon one share, one vote, and that directors cannot assume investigative or enforcement powers reserved by statute to regulators.

Equally important is what this episode reveals about institutional discipline. Guyana’s corporate environment is still maturing, and that process depends on respect for the rule of law, not improvisation. Novelty and good motives do not excuse illegality.

There remains a simple, lawful path for any company genuinely concerned about ownership: propose an amendment to the articles, comply strictly with the Companies Act, disclose fully to shareholders, and secure the requisite supermajority. And importantly, follow the law and provide for a buy-out of dissenting shareholders. Anything less undermines confidence – not only in the company, but in the market itself.

The High Court’s intervention was therefore not an intrusion into corporate affairs, but a necessary reaffirmation of legal boundaries. Companies are creatures of the Companies Act. They must follow the law and recognise the hierarchy of the company’s constituent documents. 

Like DDL, the Banks group has a particular governance problem with the composition and posture of the board. It is a stacked board that appears to labour under the mistaken belief that its primary obligation is loyalty and fealty to the Company’s chairman rather than the high standard of fiduciary duties to the company. Directors are trustees of corporate power, required to exercise independent judgement in the best interests of the company.

Their duty is not even owed to the parent company as an abstract entity. Section 96 of the Companies Act is explicit: “In determining the best interests of the company, directors must have regard to the interests of the company’s employees in general as well as to the interests of the shareholders.” The statute does not permit the subordination of those interests to security of tenure, personal allegiance, historical sentiment, or internal power arrangements.

When boards forget this, governance fails. And when governance fails in a publicly traded company, confidence drains away, shareholders vote through the disposal of their shares, and share price falls. 

Wasting money on full page ads might massage egos. They do nothing for the promotion of shareholder value.

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Wholly inappropriate disclosure by Banks DIH Holdings Inc

Dear Editor,

I have seen the paid advertisement by Banks DIH Holdings Inc. responding to my letter appearing in the Stabroek News of 12 January 2026 and the Kaieteur News the following day.

My letter addressed strict issues of law and corporate governance. It did not name a single director or officer of the company or member of the group, nor did it make any reference to their personal or professional character. I therefore have no interest in responding to personal attacks: they trouble me not in the least bit.

What disappoints me is that a company which once enjoyed a stellar reputation for propriety and integrity has descended to the level of publicly disclosing matters relating to a shareholder’s private affairs. That is wholly inappropriate and, in my view, unworthy of a public company.

In doing so, the advertisement states that I “sold all my shares” in the company. That statement is false. I did not sell my shares. I transferred them by way of gift to members of my staff and family. I did so because, like the capital market generally, I have no confidence in the direction in which the company is heading.

That correction aside, I have nothing further to add in the public arena. The issues raised in my letter are questions of law. They will be resolved in the proper forum.

Yours faithfully,

Christopher Ram

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Audited figures must be published on this $10b NIS injection

Dear Editor,

It is deeply disappointing that Dr. Ashni Singh, the de facto Minister of Finance, failed in his 2025 mid-year report to account for the much-publicised $10 billion “injection” into the National Insurance Scheme. Though repeatedly touted by the President and Dr. Singh, no report – let alone an audited statement – has been produced to show what was paid or how contributors’ rights were affected. This was all political theatre, not transparency, not governance.

As minister responsible for the NIS, Dr. Singh’s record is troubling. Annual NIS reports are years overdue, denying Parliament and the public meaningful oversight. For decades, actuarial recommendations to restore the Scheme’s viability have been ignored. Its survival has depended largely on fortuitous contributions from temporary oil and gas workers – a matter of chance, not competent management.

It also bears recalling that Dr. Singh presided over the Ministry of Finance when the Scheme suffered heavy investment losses following the collapse of Clico, in a sector over which he exercised oversight. That failure continues to haunt the NIS. And in fifteen years as minister responsible for the NIS, not a single amending law has been introduced to modernise this Burnham-era legislation.

Against this background, the one-off cash grant is misleading, coercive and unjust. No new funds are injected; the State merely reimburses payments made. Contributors are required to surrender legal claims arising from disputed contributions – many of which exist only because of chronic mismanagement and poor record-keeping. In effect, the Government has used a cheap avenue to settle its moral and legal obligations.

The Scheme, encouraged by the Government, intimidates claimants by way of appeals – as in the case of the carpenter, and another (an octogenarian) who must wait for his appeal to be heard by a vacant internal tribunal awaiting an appointment, yes by the Minister of Finance.

This week I learnt of another contribution saga, this time of a retired teacher who over a period of several years had her contributions adjusted from 621 to 674 and then to 721, still short of 750, the minimum to qualify for a pension. The NIS likes to placate such persons by assuring them that some persons are short by one contribution!

Elderly claimants, facing ill health and delay, are abandoning valuable legal rights for the one-off grant. This makes the NIS happy, no more hard work, thorough investigations and follow-up with employers, or having their inadequacies pronounced on by the courts in a public forum.

In practice, contributors are forced to trade pension rights worth millions for a one-off payment of $650,000, while bearing the near-impossible burden of proving decades-old employment and contributions.

This injustice is compounded by a Board shaped through ministerial appointments, leaving contributors without meaningful representation.

Until audited figures are published, contributors’ rights clarified, and genuine reform undertaken, the NIS will continue to operate behind a façade of action. Responsibility now rests squarely with Dr. Ashni Singh. Continued inaction is both glaring and inhumane.

Yours faithfully,

Christopher Ram

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Guyana’s long-awaited census: Why the delay matters

Business & Economic Commentary by Christopher Ram

Introduction

The release of the preliminary results of Guyana’s 2022 Population and Housing Census on 12 January 2026 was met with a broad sense of relief. After more than a decade without updated demographic data, it offered a first official glimpse of how the country has changed since 2012 and provided long-awaited information for policymakers, analysts, and the private sector. That relief, however, must be set against the delay: enumeration ended in September 2022, and several announced timelines for preliminary results passed unmet.

Placed in an international context, Guyana’s wait is difficult to justify. Countries such as China and India, which together account for well over one-third of the world’s population, published census results years ago, as did other large and administratively complex states. Scale or technical difficulty cannot plausibly explain such a delay in a country of fewer than one million people.

What makes the delay more consequential is what Guyana has been doing since 2012. Major decisions have been made on outdated population data. Hospitals, schools, roads, housing schemes, and social programmes have been planned using census figures more than a decade old, even as the country has undergone rapid demographic and economic change. The placement and scale of hospitals, schools, police stations, courts, and government offices all depend on where people live. Reliance on obsolete data invites mis-location and misallocation, errors that are often costly to undo.

Population growth

The preliminary census results now show why this matters. The population has grown faster than previously announced, reaching about 879,000 by late 2022, an increase of roughly 18% since 2012, and is projected to be close to one million by the end of 2024. The number of households has also risen by nearly one-third to about 272,000, signalling smaller household sizes and increased demand for housing, utilities, transport, schools, and health services. Such shifts should change the dynamics of public spending and action.

Recent budgeting, however, proceeded on a different demographic picture. Appendix B to the 2025 Budget Speech places the mid-year 2024 population at about 780,900, significantly different from what the census now indicates. Understating population size in this way affects per-capita spending, sectoral allocations, and assessments of service demand.

The release of a partial census report should therefore be seen as catch-up rather than progress. Still, it remains incomplete, and priority must now be given to the timely publication of the full results so that planning and policy can rest on a complete, current, and reliable demographic base.

The Preliminary Report and its missing elements

The preliminary census report provides headline population totals, national and regional distribution, urban–rural splits, housing stock counts, and selected demographic characteristics. It confirms strong population growth since 2012, continued urbanisation, and a substantial increase in the number of households. The report also includes initial information on housing conditions relevant to housing policy, infrastructure planning, and service delivery. Taken together, these data establish a more realistic demographic baseline than  the estimates that have guided planning and budgeting in recent years.

What remains outstanding are the detailed analytical tables that give a census its real value, including age and sex profiles by region, migration patterns, education attainment, labour force participation, employment and unemployment, disability, household composition, and housing conditions. Without this detail, it is not possible to assess accurately where school-age populations are concentrated, how the labour force is changing, or where health demand is rising fastest.

The absence of these data also limits serious fiscal and policy analysis. Per-capita spending, poverty targeting, workforce planning, and regional investment decisions depend on demographic detail, not just headline population totals. Until the full outputs are published, much of Guyana’s planning will continue to rest on approximation rather than evidence.

What to expect from the full report

The full census report should provide comprehensive demographic and socio-economic profiles, including age and sex distributions by region, migration flows, education levels, labour force characteristics, household composition, and housing quality. These outputs are essential for investment decisions on health and education, transport, and local and regional services.

Responsibility now rests with the Bureau of Statistics and its supervising ministry to complete and publish these outputs on a clear timetable. The preliminary release has reset the baseline; the full report must now complete the picture.

Conclusion

The preliminary census results are welcome, but they are not an end. They confirm strong population growth, rapid household formation, and accelerating urbanisation – developments that make the prolonged absence of timely data especially consequential in a post-oil economy.

The census is not an unserious matter. It underpins planning, budgeting, service delivery, and accountability. Treating a delayed, partial release as closure risks normalising failure. The task ahead is straightforward: complete the census promptly, professionally, and transparently. Minister Singh must be uncompromising about this.  

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Proposed capping of Banks shareholders voting power at 15% is misconceived and legally impermissible

Dear Editor,

Yesterday’s (11 January 2026) Stabroek News carried a notice by Banks DIH Holdings Inc. convening its second Annual General Meeting for Saturday, 31 January 2026. The newspaper also reported that the company proposes to cap shareholder voting power at 15%.

No shareholder I have spoken to – including several members of staff at Ram & McRae – has received either the notice of meeting or the company’s annual report. An electronic copy of the annual report was, however, made available to me, having  been downloaded from the company’s subsidiary’s website.

That circumstance immediately raises questions concerning the adequacy of notice and the distribution of the annual report. The Companies Act sets out a clear statutory framework governing these matters, and compliance with both the Act and the company’s constituent documents is not optional.

While that matter is important, I treat it as secondary. The more serious concern lies in one of the proposed resolutions and, in particular, the proposed amendment to the company’s by-laws.

The Notice states that “Article 8 of the By-Laws” is to be amended to impose a 15% cap on shareholding and voting power, with votes above that threshold to be rendered invalid and not counted. The proposal further provides for the aggregation of interests held by spouses, children, trusts, controlled companies and persons said to be “acting in concert”, establishes a special register, appoints a “Special Registrar”, and ultimately empowers the directors to compel the disposal of shares deemed to be held in excess of the limit.

This proposal is misconceived, constitutionally unsound, legally impermissible, and violative of the most basic principles of company law and the fundamental nature of a public company. It seeks, through by-laws, to do what the law permits, in appropriate circumstances, only by amendment of the articles of incorporation by way of a special resolution.

To begin with, there is a fundamental conceptual error. There is no such thing in our Companies Act, or in company law generally, as an “Article of the By-Laws”. Articles are mandatory constitutional instruments; by-laws are separate and secondary, generally confined to internal administration. They cannot define, restrict, or extinguish proprietary rights. The reference to “Article 8 of the By-Laws” therefore reflects not loose drafting, but disappointingly, a fundamental misunderstanding of the most basic principles of company law and the hierarchy of corporate instruments established by the Act: first the Act, then the Articles, and only then the by-laws.

More fundamentally, a restriction on voting rights or on the effective enjoyment of shares is a restriction on property. Under the Companies Act, such restrictions must be expressly stated in the articles and should appear on the share certificate. They cannot be imposed, enlarged, or enforced through by-laws, however carefully they are worded. A by-law cannot lawfully invalidate rights attached to issued shares, nor can it set conditions to their disposal. Even unanimous shareholder approval cannot cure an illegality.

But beyond illegality, the proposal is objectionable in conception. It is not even-handed. While it aggregates certain relationships to enforce the 15% cap, it ignores economically aligned companies that together exercise significant influence. That selectivity exposes the proposal for what it is: a mechanism to entrench existing control by neutralising potential rival shareholders.

Restrictions of this nature belong to the private-company model and, in those limited circumstances, require amendment of the articles by special resolution. In a public company, their effect would be to destroy its public character by undermining the free and proportionate exercise of shareholder rights.

There are additional concerns with the structure of the proposed resolutions. The prudent course is either to withdraw the Notice and reconsider the proposal, in which case a new meeting would have to be convened, or, if it is satisfied that the statutory notice period has been properly complied with, to withdraw the impugned amendment and proceed with the remaining business on the agenda.

That would ensure and demonstrate compliance and respect for the law, for shareholders, and for the integrity of the company’s governance.

Yours faithfully,

Christopher Ram