Concerns rise over possible Govt board majority at Republic Financial

TRINIDAD-TOBAGO--Growing public attention is converging on Republic Financial Holdings Limited (RFHL) ahead of its Annual General Meeting on Monday, December 15, 2025, where shareholders are scheduled to elect directors at a time when the Trinidad and Tobago Government has openly signaled an intention to install a majority on the Republic Bank board.

The issue has intensified since Finance Minister Davendranath Tancoo, during the 2025 to 2026 budget presentation, stated that Government would “move to install a majority of directors at Republic Bank Limited,” a declaration that quickly shifted debate from routine corporate governance into broader questions about confidence in the country’s financial system.

Concern has also been fueled by the underlying shareholding reality at RFHL. The company’s 2025 annual report lists major shareholders that include National Investment Fund Holding Company Limited (29.92%), National Insurance Board (18.81%), and Corporation Sole (2.70%), among the top holders, a combination that places Government-linked entities in a position to influence outcomes at shareholder meetings if voting power is exercised in a unified way.

The AGM itself is set for 9:30 a.m. at the Hyatt Regency Trinidad, with directors’ elections specifically listed among the meeting’s purposes, making Monday’s proceedings a focal point for investors, depositors, regulators, and the wider business community.

Against that backdrop, Robert Le Hunte, a former executive director of Republic Bank Ltd, has entered the discussion with a sharply worded opinion that frames the moment as a threat to the trust that underpins banking.

“Confidence in a financial system is built one year at a time. But it can unravel in a week,” Le Hunte wrote, arguing that recent boardroom developments and public signals about installing a majority of directors “should concern every citizen,” because “this is far more than a reshuffling of names,” and instead “reflects a deliberate shift in control of the country’s (and one of the Caribbean's) most important financial institution.”

Le Hunte’s warning rests on the idea that banks operate on trust first, and numbers second. “Republic Bank is not simply another corporation. It is the backbone of our financial system,” he wrote, pointing to scale and regional reach, while adding, “with the banking asset tax and surcharge pushing its effective tax rate above 50%, over $1 billion flows into the Treasury every year. Outside of the energy sector, nothing else comes close.”

From that premise, he poses what he calls the obvious question: “why interfere? Why destabilise a bank that is profitable, stable, internationally respected, and deeply trusted by depositors?”

Le Hunte then turns to governance and depositors, emphasizing that shareholders are only one layer of a bank’s funding. “Shareholders, Government included, typically finance 10% to 15% of a bank’s balance sheet,” he wrote, adding that “the remaining 85% to 90% comes from depositors: ordinary citizens, retirees, businesses, churches, credit unions.” In his view, that reality changes what directors are truly responsible for, because “directors’ primary fiduciary duty is to the institution and its depositors, not to the authority that appoints them.”

Le Hunte argues that the downside risk is not abstract, because the region has seen failures linked to weak governance. “The consequences of weakened governance are not theoretical. We lived them: the collapse of Workers Bank, the Trinidad Co-operative Bank, NCB, and the sweeping failures across Jamaica and Guyana in the 1990s,” he wrote, adding, “when boards lose independence, depositors pay the price.”

The risk, he argues, is regional and international, not just local

Le Hunte also links governance perceptions to Republic’s ability to operate and expand beyond Trinidad and Tobago, warning that political branding could restrict growth. “For decades, Republic Bank’s ability to expand … was possible only because the institution was regarded as professionally run and free from political influence,” he wrote. “Regulators across the world are cautious about foreign government-owned financial institutions entering their systems. That reality has not changed.”

In one of his most pointed lines, he cautions that “if Republic Bank is now perceived as politically directed, its ability to grow outside Trinidad and Tobago will be significantly restricted,” and that “the independence the institution has built over its 175-year history can be lost with one misstep.”

He also flags what he describes as emerging reputational and systemic risks, writing that “recent public disclosures of confidential banking information on political platforms, direct meetings between politicians and bank executives, and public commentary about banks’ internal affairs all raise red flags.” He adds that “depositors do not wait for official explanations,” and suggests that if political pressure is perceived, customers may shift funds “to foreign-owned institutions such as RBC, Scotiabank and CIBC.”

Le Hunte further warns about sovereign exposure and borrowing, writing, “Government borrowing is projected to reach $18–$19 billion,” and cautioning that political control could create pressure on boards “to absorb more government debt,” which he characterizes as “fiscal engineering,” adding, “and it is dangerous.”

He also challenges one justification advanced in the public space, writing that the rationale of “fixing” foreign exchange “does not stand up to scrutiny,” and that “FX challenges arise from structural economic realities, not conspiracies among banks.”

RFHL responds with governance assurances as the vote approaches

While the criticism has sharpened, RFHL has publicly emphasized corporate governance duties and regulatory compliance, stating that it adheres to governance, transparency, and regulatory requirements as a publicly listed company. RFHL has also reminded the public that shareholders have long held rights under the company’s by-laws to nominate directors for election, and it cautioned against misinformation while urging reliance on official communication channels.

The 2025 annual report also reflects a period of board transition, recording resignations and subsequent appointments in October 2025, context that now intersects with the more politically charged debate over control and independence.

Monday’s AGM

Attention on Monday is expected to center on whether voting power consolidates into a clear bloc capable of determining board outcomes, and whether the direction taken at the AGM reinforces confidence or deepens anxiety.

Le Hunte closes his contribution by returning to first principles, writing, “confidence is earned slowly and lost suddenly,” and arguing that “the next generation deserves a Republic Bank that is stronger, not more fragile, because of the choices we make today.”

‍