Meeting of Shareholders. On Tuesday 11 September 2007 a
historic meeting took place. There were seventeen of us shareholders present on Bob Rogers’ verandah. The meeting was called by Collins Richardson and Bob to discuss what action we should take to protect our investment in the National Investment Company of Anguilla Ltd. It had been struck off the Register of Companies earlier in the year, not for the first time. We had not heard that it had been revived. The directors had called no general meeting of the shareholders for over three years. There had been no news on progress on the preparation of the missing audits for the previous fifteen years. The new Board at the 2004 meeting had promised to complete the audits, and to call another public meeting. They had failed to do so. So far as we were concerned, their term of office had expired. There was no valid Board that we knew off.
We discussed the advertisement we had been
hearing on the radio for the previous two days. It was for a clerk for the NICA bookstore. We all know the bookstore had shut down years ago for lack of books to sell or funds to pay staff. Why now the sudden flurry of activity to hire staff? What was the Board up to?
We checked with the Registry of Companies. It turns out that the directors had paid to put the company back on the Register. They had filed the missing Annual Returns. A return is filed after an Annual General Meeting. It is a legal requirement. It sets out who the new Board of Directors are. The directors had simply filed the overdue returns showing themselves as having been re-elected to the Board by the shareholders! Why had they done so? Why are they so anxious to get the loss-making bookstore back up and running? Where had they got the money to start hiring new staff? Had they sold some of the NICA land? Had they leased the Rum Factory? Worst still, could they have secretly sold it? We were full of questions, but had no answers.
The meeting agreed to demand that the so-called Board summon a meeting of the shareholders within fourteen days so that we could be told what was going on. We prepared a letter to the directors and agreed those of us present would all sign it. We also prepared a press release about our meeting so that all other shareholders could know about the actions we were taking.
This state of affairs cannot continue. It is time to bring the abuse of our investments to an end. It is time for the company to be wound up and our funds returned where they rightly belong.
I'd like to thank you, Justice Mitchell, for exposing the irregular "re-election" of themselves by the board-pretenders, and for providing free legal advice to those representing the many victims of NICA.
ReplyDeleteand you were afraid you'd have nothing to write about...
ReplyDeleteThis is great news of NICA shareholders coming together and uniting for their financial investment. Now Baord directors that they no longer are dictators and that AXA has laws than govern financial arrangements. BOB, you were relentless on this deal. I am in full support of all of you although I do not won shares.
ReplyDeleteLets hope they have not silently auction off NICA assets to a foreign investor.
Mr. Justice Mitchell Q.C.
ReplyDeletePlease read Section 68(6) of the Companies Act, which reads:
"Notwithstanding subsections (2), (3) and (5), if Directors are not elected at a meeting of shareholders, the incumbent directors continue in office until their successors are elected"
So we are clearly a Legal Board, contrary to your legally incorrect assertion
Justice Mitchell, werent you part of the group of NBA shareholders who came up with the idea of creating NICA just so that you all NBA shareholders didnt have to sell the Public more shares in NBA and therefore dilute the massive annual dividends you all were getting?
ReplyDeleteWerent you the Lawyer who prepared the Prospectus for NICA?
Werent you the Lawyer for NICA until you "retired"?
Full Disclosure please
To the director above who referred us to section 68(6)I am sorry to have to tell you that you are not safe. A meeting failing to elect directors, because, eg, the meeting fails to get around to that agenda item, or the meeting is called off for some reason, is not the same thing as directors failing to call a meeting and continuing to act as directors. Check the offences listed in the Schedule to the Act, and be concerned. Particularly, if the Annual Returns you filed say something about Annual General Meetings that is not true.
ReplyDeleteIDM
The poster above implies that NBA created NICA because it needed to raise cash. The truth is that NBA was and is very profitable, and its cash position was extremely healthy.
ReplyDeleteBut even if NBA had been in trouble and needed to raise cash, how would setting up and selling shares in a separate company address its cash shortage? Is the poster suggesting that NBA siphoned off cash from NICA? Everyone except . . . [deleted] . . . know that cash and assets that went missing weren't stolen by NBA.
The poster also seems unclear on what a solicitor does. A solicitor is not a business advisor. The job of a solicitor is to advise his or her client on the legality of what they propose, not whether their proposal is wise or will be well managed.
Writing a prospectus is different from misrepresenting the proposal it describes. Blaming the writer is like blaming a messenger for bringing bad news. It is childish to blame Mr. Mitchell for what he wrote. This is not the Hubert Show, this is a serious blog worthy of serious discussion. If the writer has evidence that there were misrepresentations in the prospectus, please present it.
Anguilla companies Acts can be found online. Infact many websites offshore have also engaged in familiarising themselves with AXA laws. More so than our politicians, business persons and Board directors. I suggest everyone who is interested in serving on boards read them as a matter of urgency.
ReplyDeleteHere is a link I found where the fines are posted for companies who do not keep proper records: http://www.redseamanagement.com/jurisdictions/anguilla/anguilla_companies_act.html
Here is a sampler:
Company failing to keep records
$25,000
$25,000,
imprisonment for 6
months or both
154(3)
Company failing to keep minutes
and other records
$25,000
$25,000,
imprisonment for 6
months or both
156(2)
Person failing to take reasonable
care of company's records
$25,000
$25,000,
imprisonment for 6
months or both
Persons who prefer to order booklets can found them on the Attorney General website at:
https://www.anguillalaws.com/Acts.asp
To the director above… “ignorance”, though not an excuse, is sympathetic. But “arrogantly ignorance” must be made a strict-liability crime with no impunity, especially in area of trust; where none of the (you) criminals allowed to escape serious punishment. You best seek legal advice.
ReplyDeleteThe correct url for the Companies Act is http://tinyurl.com/yovxy5
ReplyDeleteIt may be too late for criminal charges. Section 274 of the Act says one has two years to bring charges "after the subject matter of the prosecution arose."
This is Anguilla, the land of words without deeds.
What organisation is the regulatory body looking at companies structure in ANguilla. Does the Financial services commission only handles off shore companies. HWy hasn't the Attorney General past or present address these issues? Or they waiting for someone to bring the issue to them?
ReplyDeleteThere is no regulatory body that gets involved in corporate structures or disputes between shareholders and direcors. The normal way to solve the problem is just to vote out the directors. Hard to do when they do not call a meeting. Another way is for the shareholders to call a meeting and take decisions. Hard to do when the directors try to block you. I do not think it has ever been done in Anguilla.
ReplyDeleteActually, you are wrong. Anguilla has several persons whose job description is Regulator. Are they only regulating foreign companies. Again we have a bunch of laws but people in position are afraid to enforce them. I thought that was one of the reasons the British took over financial services. So that the locals can see how to regulate local companies. (lol) Here are some useful links.
ReplyDeletehttp://www.anguillafsc.com ( Lanston Connor -Registrar of Companies)
I wonder why the Financial services Commission website is no longer in use now that an Anguillian is in charge. Mr. Rogers, I hope you lets us know what's happening.
www.fsc.org.ai ( ?Carlisle Rogers - Director of FSC)
..anonymous... in relation to section 274 of the Act - one must be governed by satisfactorily justifying all sections of the entire Act; aware of breaches of contract and damages incurred and statue of limitation - to be clearly not concerned. This is the failure governing Anguilla; not our ministers of goverment inability to micro-manage but the level of our arrogance!
ReplyDeleteWHy you think the Know it all Director did not have the courage to use his real name and make such bold statements. Very can face the public. I must respect those few who have come on this blog and express their views without hiding behind anonymity.
ReplyDeleteAnd if you are wondering why I'm hiding. Well I'm not a director or in position ot verify my actions.
I hope an election is held soon for a new board. I also hope that the next time a board is elected someone puts forward a motion that nobody who works at the NICA bookstore should be on the NICA board. Someone who was in both positions would have a built in conflict of interest. The people at this bookstore that loses money are looking to get their subsidy from NICA. The board is supposed to look out for the interests of NICA shareholders. It is not possible to do both at the same time.
ReplyDeleteAlso they should elect people to a board who are qualified. Too often we elect our friends who do not understand anything about business administration, accounts, or finance etc.
ReplyDeleteIf the bookstore people want to reopen the store, I suggest that they write an article explaining their position and publish it in The Anguillian, in place of some stupid article on what Digicel is doing on some other continent.
ReplyDeleteSneaking around trying to influence the directors in secret encounters between consenting adults creates suspicion because it is devious and unseemly.