I WON’T BE GAGGED Massy probe: Parisot-Potter refuses to sign non-disclosure agreement
Angelique Parisot-Potter, the whistleblower whose claims of “significant governance and fiduciary concerns” at Massy Holdings led to an investigation by the conglomerate, will not be participating in the probe due to the requirement for her to sign a gag order to enable her to do so.
“I could not agree to something that was clearly intended to silence me from the outset, and which would hinder my ability to rightfully defend myself against the company’s public attacks which began immediately following the AGM (annual general meeting),” Parisot-Potter told the Sunday Express yesterday.
Parisot-Potter however said that despite declining to sign the non-disclosure agreement (NDA), she agreed to participate in the probe—not as the subject of the investigation, but rather as an informant.
The investigators are nonetheless insisting the confidentiality agreement applied to all participants.
Senior counsel Kerwyn Garcia, the husband of President Christine Kangaloo, and attorney Vishma Jaisingh, a partner at Fitzwilliam, Stone, Furness-Smith and Morgan, were appointed by the Massy board to conduct the investigation into the allegations made by Parisot-Potter.
Parisot-Potter said she has not heard from Massy nor the independent investigators for more than a month now.
“My main concern at this stage is the lack of veracity around the trigger and status of the investigation, and in defending my good name. I am also deeply concerned that the investigators think it prudent to submit their report to the Holdings Board of which three members are implicated in the memo to CEO, and which presents a conflict of interest,” Parisot-Potter said.
Parisot-Potter said her decision to raise her concerns at the AGM was her last resort.
“Following an exhaustive process of trying to raise grave concerns with the CEO and the board on governance failures and unethical conduct at the Massy Group, I voiced my concerns about the lack of attention to these matters at the AGM on December 18, 2023. This was a last resort after all internal channels failed,” Parisot-Potter said.
“At that meeting, the chairman publicly stated that he understood that the company was reviewing my 13-page submission. Specifically, he said ‘your 13-page document is taken very seriously; we are in the midst of review and in some investigations as you are aware and we have been communicating I think as recently as a few days ago with you about
it’,” she recalled.
Parisot-Potter said, however, this was untrue, as she had received absolutely no response to the concerns raised in the 13-page document she formally presented to Gervase Warner on November 26 last year.
“In fact, the very first time I received any communication about the matter from Massy was from
Mr John Lee (the secretary for the investigation) on January 18, 2024—two months after my submission to the CEO and almost a month after I felt compelled to resign. That letter, which originated from chambers, invited my participation in the investigation,” she said.
Parisot-Potter officially resigned as Massy’s executive vice-president business integrity and group general counsel, effective December 27.
“However, the request by Mr John Lee included a requirement that I sign a gag order—before they even spoke to me or shared any findings. I could not agree to something that was clearly intended to silence me from the outset, and which would hinder my ability to rightfully defend myself against the company’s public attacks which began immediately following the AGM,” Parisot-Potter said.
Parisot-Potter replied to the letter from Lee on January 22.
“Despite declining to sign the NDA, I agreed to participate and elucidate on the facts I had already stated in the memo to the CEO. Seeking clarity, I also asked about the start date of the investigation, the status of the Delphi programme and potential conflicts of interest.
“On 25 January 2024, Mr Lee responded to me but did not address any of my questions and reiterated that I would be required to sign the confidentiality agreement if I participated in the investigation. This time, I responded through my lawyers on 29 January 2024 and I confirmed my interest in supporting the investigation but again declined to sign the NDA.
“The last response I received was on 1 February 2024, again not addressing any of my questions and only requiring me to sign the NDA, stating that the confidentiality agreement applied to all participants. I have since heard nothing from Massy nor their investigators,” she said.
In a letter dated January 29, Parisot-Potter’s attorney, Anthony Bullock, wrote to Lee, explaining that her unwillingness to enter into the confidentiality agreement was not intended to adversely affect the investigation. “This decision has not been flippantly made by her and it is not a decision that has been made to impede the progress of the investigation,” Bullock stated.
Her reasons, according to Bullock, included: “The confidentiality limitation imposed by the Company has been imposed on the investigators and not on all persons who may have information relevant to the investigation. It does not follow that because the investigators are required to investigate confidentially, that everyone who has information relevant to the investigation and who may be approached by the investigators are to be subjected to the same limitation that the Company has seen it fit to impose on the investigators.
“That is simply an unreasonable expectation. Her unwillingness to execute a confidentiality agreement is also unlikely to meaningfully affect the manner in which the investigation is done.
“The need to publicly defend her reputation. The Company has already publicly denied the veracity of her statements made at the AGM in the media and concomitantly has already publicly attacked her reputation for honesty. Since then, several persons have alleged that she is a liar.
“An open-ended confidentiality agreement would put her at immediate and further disadvantage in the defence of her reputation. Even while doing so, she has exercised measured discretion in what she says publicly and instructed that I convey that she is committed to continuing to exercise measured discretion in what, if anything she says publicly, especially during the investigation.”
‘Confidential and expeditious investigation’
In response, Lee said the investigators asked him to point out that according to the terms of reference, they are required to undertake a “confidential and expeditious investigation”.
“The Investigators take the view that it is the entire investigation that is confidential, and not the (more narrow) view that the limitation as to confidentiality in the Terms of Reference is imposed only upon the Investigators,” Lee’s letter stated.
“As has been previously shared with your client, all of the persons who have agreed to participate in the investigation have agreed to sign and/or have signed the Confidentiality Undertaking.
“In these circumstances, the Investigators respectfully do not share the view expressed in your letter that the expectation that your client would sign the Confidentiality Undertaking, is an unreasonable expectation. The Investigators have noted, but are not able to comment on, what you have identified in your letter as your client’s need to publicly defend her reputation,” Lee wrote.
“The Investigators regard their duty as being to undertake a confidential and expeditious investigation. The Investigators do not regard that duty as affected by your client’s need to publicly defend her reputation,” Lee stated.
The Sunday Express e-mailed Lee on Friday, requesting an update on the status of the investigation and an estimated timeline for its completion. There has been no response to those questions.