ChrisRam.net

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.

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.