Banks DIH defends proposed 15% shareholding cap

Banks DIH Holdings Inc. has rejected claims that a proposed amendment to cap shareholder voting power at 15% is unlawful, saying the criticism is based on misinformation and a failure to review official shareholder documents.

The amendment is due to be voted on at the company’s Annual General Meeting on January 31, 2026.

“Our goal remains transparent governance, wider shareholder participation, and the continued protection of our company’s core values,” the company stated.

In a detailed response published on Tuesday, the company dismissed arguments raised by Christopher Ram, a chartered accountant and corporate governance commentator, who described the proposed amendment as “misconceived and legally impermissible”.

Banks DIH said the 15% limitation on voting power is consistent with company law, established Commonwealth legal principles and the long-standing corporate philosophy of its founder, Peter d’Aguiar, aimed at preventing the concentration of control among a small group of shareholders.

To move was to ensure shareholder democracy, with the “essential idea” being that the company “ should not be under the control of the few, but share ownership should be widely dispersed.”

The company noted that Ram sold all of his shares in Banks DIH Holdings Inc. in October 2025.

According to the company, a circular explains that the 15% cap does not restrict share ownership or deprive shareholders of property rights, but instead limits the number of votes that may be exercised at meetings if the threshold is exceeded.

Banks DIH said that once a breach of the limit is discovered, shareholders would be required to divest excess shares within 28 days, failing which the company may sell the shares and remit proceeds to the owner. Votes cast above the threshold would also be deemed invalid.

The company rejected assertions that such a voting cap is illegal, stating that courts in Commonwealth jurisdictions have upheld similar provisions as enforceable when included in a company’s constitution.

Banks DIH also denied claims that the amendment is designed to entrench existing management, noting that no single shareholder currently owns more than 11.4% of the issued share capital.

The response said the restructuring of the Banks DIH group under a holding company framework represents a novel development in Guyana’s corporate landscape and aligns with best practices in governance and control.