Bank unfairly sacked president during takeover talks, tribunal rules

Ormond Williams wins claim against Cayman National

The Cayman National headquarters in George Town. - Photo: Taneos Ramsay

The former president of Cayman National Bank was unfairly dismissed after raising questions over the potential sale of the business, the Labour Tribunal has ruled.

Ormond Williams was fired by Cayman National Bank, a subsidiary of the Cayman National Corporation, in the midst of negotiations for the corporation to be sold to the Republic Bank of Trinidad and Tobago.

At the time, Stuart Dack, CEO of Cayman National Corporation, said the decision had nothing to do with the acquisition. It was confirmed at the tribunal that the removal of Williams was not connected to the potential new owner wanting to bring in their “own man”.

But CNB’s evidence was that it had lost confidence in Williams, in part, because of what it described as his “vehement opposition” to the deal.

A Labour Tribunal examined the issue in a two-day hearing in November last year and ruled last month that Williams was unfairly dismissed.

While the tribunal acknowledged that Williams had raised concerns about the sale in a series of emails, they decided that this did not amount to “serious misconduct” – the bar required by the Labour Law for an employee to be summarily dismissed without warning.

It emerged during the tribunal that Williams had only been made aware of the takeover talks one business day before they were publicly announced. When he was informed, he expressed concerns regarding  the sale of the bank, describing it as an important national institution.

In a written decision, seen by the Cayman Compass, the Labour Tribunal, described Williams as a “long serving member of staff with an unblemished record” and concluded that the bank directors acted unreasonably when they sacked him without warning.

Williams responds to ruling

Williams welcomed the tribunal’s decision.

In a statement in response to questions from the Compass, he wrote, “After leading the bank for almost 16 years, during which the boards of both Cayman National Bank and Cayman National Corporation consistently recognised and rewarded me for my performance and leadership – and during which the bank achieved unprecedented results and award winning levels of growth, making it an attractive target for acquisition – it was extremely disappointing to be terminated in that manner. 

Ormond Williams

“Any lingering speculation or suggestion that the termination resulted from any issues to do with my performance or conduct have been completely dispelled and refuted by the clear and unequivocal findings of the Labour Tribunal.”

Ian Whan Tong, group legal counsel for the Cayman National Corporation, responded briefly on behalf of the group, confirming the decision and noting that the bank had filed notice of appeal last month.

“In all of the circumstances, it would be inappropriate for us to provide any further comment on the case at this time,” he wrote in an email.

Firing stemmed from emails questioning sale

Cayman National Bank, which Williams was in charge of, is the largest subsidiary in the Cayman National group.

The decision to dismiss Williams appears to have stemmed from a series of emails he sent to the directors of the bank, many of whom were also directors of the parent corporation, once he became aware of the sale.

Williams wrote, “We have built a bank that we must be justly proud of and zealously protect.

“This bank, like Cayman Airways, has a distinctive role in the economics and life of the Caymanian society…

“This position is beyond being sentimental… it speaks to the symbols that help define a people and frame their nationalism.”

He went on to highlight the economic advantages of having a “national bank” and raised concerns that jobs and decision-making authority could be moved out of Cayman with the sale. Williams also questioned why he had not been included in the negotiations until the last minute.

He added, “I would rather have heard on Friday that we were acquiring a business rather than being acquired by one.”

Cayman National Bank argued at the tribunal that this and other emails sent by Williams amounted to “vehement opposition” to the sale and “hostility” towards Republic Bank.

They stated that Cayman Stock Exchange rules meant the Cayman National group directors were bound to secrecy over the takeover negotiations.

They claimed they were therefore not at liberty to inform Williams who, despite being a director of the bank, was not on the board of directors of the parent corporation, which was the entity subject to a bid.

They also argued that he had shown a “lack of understanding” of what was best for the bank, as well as of the duties of Cayman National Corporation directors to inform shareholders of the bid. 

According to the written decision, Dack gave evidence that Williams’ emails and “general attitude” indicated that he wanted the board to rebuff the approach and reject the offer, when it did not have the power to do so.

It was only the shareholders, said Dack, that could make that decision.

Cayman National Bank claimed Williams had also shown a lack of confidence in the directors of the bank and of the corporation and that the employment relationship had “irretrievably broken down”.

Emails did not amount to misconduct

The tribunal decided the emails did not amount to serious misconduct and that, even if CNB believed there was misconduct of any kind, Williams had a right to be given a written warning and the chance to modify his behaviour.

It also suggested that some of the concerns he raised were valid, saying, “What Mr. Dack saw as a lack of understanding on the complainant’s part of the duties of CNC could equally have been seen as an acute understanding of the role the CNC board had.”

The tribunal decision indicates that Williams did not appear to be particularly hostile in his written correspondence.

“Looked at in one light, it could be argued the complainant was ‘hostile’ to the approach by Republic Bank, though evidence of genuine hostility is not evidenced in any of the correspondence… Looked at in another light, it could be said that if there was any hostility at all, it was because the complainant was doing his duty as a member of the subsidiary board.”

The tribunal did not make a ruling on whether CNC was right to leave Williams out of the loop in the negotiations. It confined its findings to the procedural fairness of his dismissal and said the bank had not acted reasonably, according to the law.

The tribunal stated, “There was a time when an employee, even a long serving employee and even a senior employee in terms of rank, could go to work in the morning but be without a job before the day was out and provided the employee was given his or her contractual notice, he or she would be without any recourse.

“Counsel for the employer sought to argue that this is still the case, but things have changed.”

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