SHAREHOLDERS of NCB Financial Group Limited (NCBFG) will vote, at its virtual annual general meeting (AGM) next month, on the elections of Canadian businessmen Bruce Bowen and Gary W Brown, and, an increase in director compensation.

Both men are currently directors on the boards of National Commercial Bank Jamaica Limited (NCBJ), with Bowen currently serving as NCBJ chief executive officer (CEO) since October 1. Long-standing Director Sandra A C Glasgow, who retires by rotation, will be up for re-election by NCBFG shareholders, while lead independent director, Professor Alvin Wint will not be seeking re-election and will automatically retire from the board.

NCBFG’s board is currently made up of six directors following the departure of former executives Patrick Hylton and Dennis Cohen, with the potential addition of Bowen and Brown to bring that figure up to seven. Currently, NCBFG chairman and majority shareholder Michael Lee-Chin does not receive a retainer or remuneration, while interim NCBFG CEO Robert Almeida, as an executive director, does not receive any additional remuneration.

However, the four non-executive independent directors of Glasgow, Wint, Sanya Goffe and Thalia Lyn shared $27.38 million in fees for the 2023 financial year (FY), just slightly below the $30-million fixed amount that was approved at the February 2023 AGM. Wint received the lion’s share with $8.2 million paid for his role on the board.

At the upcoming February 9 AGM, $72 million has been proposed as the fixed amount for independent directors’ remuneration/fees during the 2024 FY ending September 30. This increased compensation may include a share incentive scheme for directors. This is a considerable step up when compared to the $12.15 million in 2022, $11.95 million in 2021, $8.22 million in 2020 (five independent directors), and $12.14 million in 2019 (five independent directors).

Although this increased remuneration would bring NCBFG up the compensation ladder, it might pale in comparison to some other large, heavyweight firms. Sagicor Group Jamaica Limited Chairman Peter Melhado’s annual retainer was set at $8.02 million at the end of 2022, with directors receiving $1.70 million. GraceKennedy Limited chairman, Professor Gordon Shirley’s annual retainer in 2022 was $5.96 million while regular directors received $2.18 million. Both Sagicor Group and GK paid a combined $38.70 million and $29.60 million, respectively, in directors fees for 2022.

NCBFG will also be seeking shareholder approval to ratify all the resolutions at the October 31 extraordinary general meeting where the only change was the inclusion of the words “current” and “former employees” in the third resolution. This is the fourth-consecutive AGM that NCBFG will be having in an all-virtual format, with shareholders able to join by registering on iteneri.com/ncbfg.

With the release of NCBJ’s audited numbers in the prior week it was revealed that Jamaica’s largest commercial bank saw a three per cent rise in net operating income to $70.33 billion, which was tempered by higher credit impairment losses and a reduction in other operating income. Despite the rise in net operating income, operating expenses jumped 20 per cent to $60.65 billion, largely due to a 26 per cent rise in staff costs to $26.25 billion, along with other operating expenses. NCBJ’s profit before tax declined 46 per cent to $9.69 billion, with net profit declining 39 per cent to $8.50 billion.

NCBJ’s total assets jumped seven per cent to $896.32 billion, with loans and advances at $447.20 billion and $71.99 billion in cash. Total liabilities increased six per cent to $790.26 billion, with customer deposits rising to $532.55 billion. Total equity rose 17 per cent to $106.06 billion.

NCBJ declared $15.31 billion in dividends during the 2023 FY but only paid $5.53 billion as cash to NCBFG. NCBFG’s total dividend income was $15.51 billion, which means that $201.20 million was received from NCB Global Holdings Limited that directly owns the shares in Guardian Holdings Limited (GHL). NCB Global held 11,748,388 shares or 5.42 per cent of its GHL shares in Jamaica, with the rest held on the Trinidad & Tobago Stock Exchange.