Entanglement!

For a year, Fay Hutchinson overlapped as a director of First Rock Capital Holdings, in which she’s a shareholder, while serving as deputy and then board chair of Airports Authority of Jamaica (AAJ), a public entity which, along with a subsidiary, invested over US$3 million (J$409 million) in the company.

However, the Government says it is “satisfied” there was no conflict of interest involved in the investment.

Hutchinson resigned from First Rock’s board on March 17, 2021, one year into her appointment, amid growing internal dissent at the Robert Montague-led Ministry of Transport over the “unacceptable state of affairs”, a Sunday Gleaner investigation has found.

The AAJ Group, meanwhile, has declined to confirm reports that it is now trying to sell the shares valued at US$2,566,620 (US$0.09 per share), the entity said in a June 17 statement.

A civil society advocate says the simultaneous occupation of such sensitive decision-making positions was “not good practice” and the Integrity Commission, Jamaica’s main anti-corruption agency, should determine whether it is empowered to examine the prudency of the acquisitions.

The laws which permit investment by public entities as well as the current reforms to board appointments are silent on how issues such as overlapping directorships in cases like this should be treated.

The AAJ is a statutory body, which, among other things, provides oversight and contract administration for the concession agreements in place for Jamaica’s two main international airports.

First Rock is a Jamaica-based, St Lucia-registered (2017) start-up investment holding company that focuses on private equity and real estate. It started operations on March 15, 2019 and listed on the Jamaica Stock Exchange (JSE) in February 2020.

JSE records show that on February 17, 2020, Class A ordinary shares (USD) were priced at US$0.12 cents per unit.

Hutchinson was first appointed to the AAJ’s board on April 6, 2016 for a three-year term under the tenure of then Transport Minister Mike Henry.

She was promoted to deputy chair when the new board was named in May 2019. Montague took over as portfolio minister in March 2018.

Following the September 2020 general election, Hutchinson was reappointed to the board, this time as chairperson, taking over from William Shagoury.

The AAJ and its wholly-owned subsidiary, the Norman Manley International Airport (NMIA) Limited, acquired shares in First Rock first from a private placement in February 2019 in the amount of US$1 million (US$500,000 each), the same time Hutchinson bought one million units of shares.

An additional US$2 million worth of shares – split equally between the NMIA and AAJ – were later acquired from an initial public offering (IPO) in January 2020, bringing the total investments by the two public entities to US$3 million, the group confirmed.

The investment amounted to about $409 million in local currency, when calculated at the Bank of Jamaica’s monthly average exchange rate at the time of the purchases.

Up to March 3, 2021, dividends on the AAJ/NMIAL shares totalled US$123,220.

With approximately 14.3 million shares each, the NMIAL and the AAJ were listed as the third and fourth largest shareholders, respectively, in First Rock, according to the company’s unaudited financial statement for the quarter ending March 31, 2021.

Combined, the two entities control approximately 10 per cent of First Rock Capital Holdings’ share holdings.

The statement, which was posted on Jamaica Stock Exchange’s (JSE) website on May 13, also indicated Hutchinson’s stake.

Another public entity, the National Insurance Fund (NIF), the state’s pension fund that’s been under scrutiny, is the seventh-largest shareholder in First Rock with 10 million shares (3.5 per cent).

‘ALL PROPER PROCEDURES WERE FOLLOWED’

Hutchinson’s son, Andre Hutchinson, has been a member of NIF’s board since 2018.

Andre recused himself from any deliberations about the possible investment, said the labour and social security ministry, which has oversight for the NIF.

The ministry said Andre made a declaration “from the first mention” of the First Rock investment proposal and that it was “satisfied that proper due diligence was conducted prior to purchase” and “all proper procedures were followed”.

The NIF spent approximately US$1.1 million to purchase the 10 million units of shares in the January 2020 IPO. Up to May 31, the ministry said the shares were valued at US$900,000.

Meanwhile, First Rock, the AAJ Group said, invited Fay Hutchinson in 2020 to sit on its board in her “private capacity” and this “was not construed to present a conflict of interest, therefore, no declaration was made”.

First Rock advised the JSE of Hutchinson joining the board on March 3, over a month after the public entity she chaired bought the second set of shares in the company.

First Rock did not return an email querying whether it anticipated any conflict of interest in the overlapping directorship involving one of its largest shareholders and the director, who also held a personal stake in the company.

Hutchinson, a businesswoman, is an insurance executive adviser at Guardian Life, who in 2008 was named chair of the national membership committee of the now ruling Jamaica Labour Party.

She and her son are principals of Caribbean Industrial Systems Jamaica, offering company flooring and roofing services.

“No,” she replied when asked whether her dual roles and private interest posed a conflict of interest. “No personal benefit or interest was being derived.”

However, questioned further on what role, if any, she played in the AAJ’s decision to buy the First Rock shares, Hutchinson answered: “As a director of the AAJ’s board, the board made the decision.”

DID NOT GO TO CABINET

It wasn’t the AAJ alone which had potential conflict-of-interest concerns.

On the NMIAL side, a board member declared conflict of interest and recused himself from decisions involving First Rock, the AAJ Group said, declining to confirm whether it was Newlyn Seaton, the then NMIAL board chairman.

“We do not think it appropriate to disclose such specifics at this time,” said the statement provided by Audley Deidrick, the AAJ’s president and chief executive officer.

Seaton’s brother, York Page Seaton, is a shareholder and founding director of First Rock. York Page Seaton is the chairman and CEO of Y.P. Seaton & Associates Company, one of the country’s leading construction and engineering firms.

The decision, notwithstanding the scale of investments, did not go to the Cabinet.

The AAJ Group said the investments were approved by the boards of the AAJ and the NMIAL and “in accordance” with the Ministry of Finance-endorsed AAJ Group Investment Policy “within its limit for this category of investment”.

A copy of the policy was requested but was not provided.

The AAJ is empowered to engage in such transactions based on Section 17 of the Airports Authority Act, which says money “not immediately required” may be invested but with the permission of the finance minister.

The AAJ Group said the decision to invest was made after three objections were satisfied, including guaranteed above average returns, First Rock being an opportunity to diversity its risk exposure and the ability to access funds quickly.

The labour and social security ministry said Financial Secretary Darlene Morrison approved the NIF’s investment on January 31, 2020.

NOT GOOD PRACTICE

Carol Narcisse, a transparency advocate, says the situation should be independently examined to ensure the decisions were prudent.

“The fact that there is an overlap is definitely not desirable and is not good practice. It wouldn’t constitute what globally is understood to be good public governance practice. But there is need for more,” Narcisse said, suggesting that the Integrity Commission and the finance ministry should consider taking the lead on the matter.

“This is a process that requires investigation to assure the public and taxpayers of the probity of the decisions.”

Montague was not happy when he found out and indications were given to Hutchinson that she could not continue in both positions, a source at the transport ministry said.

“This is a major investment that should have had some feedback from Cabinet out of an abundance of caution. We’re talking about close to half a billion dollars,” the source with knowledge of the transaction told The Sunday Gleaner.

“Furthermore, even if by itself the investment is a good decision, the timing of everything does not look good. What do they expect the public to think?”

Hutchinson said her resignation from First Rock’s board was not linked to any conflict-of-interest concerns.

The acquisition of shares by public bodies is guided by the Public Bodies Management and Accountability Act.

Among other things, it stipulates that a government entity “shall not” acquire shares that would give it controlling interest in a company without the minister’s approval and neither the value of its shares exceed 10 per cent of the value of all investments.

The law also requires that the public body implements a share acquisition policy and should not proceed with buying any shares without the minister’s approval if it gets more than 50 per cent of its funding from the budget.

The AAJ is self-financing and statements from its parent ministry have affirmed the agencies autonomy to make major investment decisions. And it’s why Montague’s ministry said neither it nor the minister played any role in the decision to acquire shares in First Rock.

The ministry would not be required to approve investments being undertaken by the AAJ and the NMIAL, said Dr Janine Dawkins, the acting permanent secretary, in two separate correspondences to this newspaper.

“Based on the circumstances,” she continued, “the ministry is satisfied that no conflict of interest attended the investment undertaking.”

Meanwhile, efforts are now under way to sell the shares “urgently”, a senior official at the transport ministry told The Sunday Gleaner.

“They want to get rid of everything. Remember, with private equity it’s a long-haul thing, so why do they want to go now and the returns have not been stellar?” the official said.

NO COMMENT

The AAJ Group has declined to confirm that development, saying “we do not think it appropriate to disclose our intentions in a market environment”.

“From time to time the AAJ Group examines its investment portfolio and depending on the investment strategy, imperative decisions may be taken to add or subtract assets,” it explained.

Shagoury, the AAJ board chairman when the shares were bought, directed queries to the authority and so, too, did Hutchinson and Canute Sadler, the current chairpersons of the AAJ and NMIAL boards, respectively.

In addition to her position at the AAJ, Hutchinson serves as a board member of the Housing Agency of Jamaica.

She also chairs the Local Government Services Commission which deals with appointments to municipal corporations.

The First Rock Group was co-founded by Ryan Reid and Michael Banbury.

In February 2021, former Prime Minister Bruce Golding was named the non-executive chairman of First Rock Global Holdings Barbados Limited, a member of the First Rock Group.

Net profit attributable to shareholders in 2020 increased by 284 per cent to US$2.66 million over the previous year; liabilities jumped to US$6 million from the US$250,000 the previous year, First Rock said in its 2020 annual report.

jovan.johnson@gleanerjm.com