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PHILIPSBURG:--- The Corporate Governance Council (CGC) has issued advice to the Minister of VROMI on the appointment of six persons as members of the Supervisory Board of Directors to N.V GEBE. Those persons are Dimar Labega, Emmanuel Brooks, Lela Simmonds, Sabrina Jno Baptiste, Dave York, and Anastacio Baker while the seventh member is Denicio Boasman.While the CGC says that it has no serious objection to the appointment it did say that of the six members there is none with financial, legal, and human resource expertise among the lot. It should be noted that while the CGC pointed out that this board lacks some basic expertise the current sitting board also does not have that expertise, even though one member of the SBOD is an attorney she does not attend meetings but has been collecting the monthly stipend. Due to this, the company has been paying thousands of guilders for legal advice for the SBOD, something that created a stir among members of the management board, especially because the SBODs legal advisor, has been submitting unspecified invoices for payment.The Minister of VROMI decided to replace the members of the Supervisory Board of Directors when it became evident that the current board was not willing to cooperate with the shareholder and instead of supervising the management of the government-owned company they were busy micromanaging the company.The fallout and public scandal began earlier this year when incoming CEO candidate Dr. Sharine Daniel exposed the current SBOD in several reports she penned to the shareholder. Daniel showed the shareholder how much money the company was spending on legal advice for the SBOD and conflict of interest involving the legal advisor who was representing the SBOD and other businesses that ended up have legal cases against NV GEBE.Besides the fallout between the management board and the SBOD, the shareholder could not get the SBOD to execute basic tasks such as appointing the three members of the management board.
It is expected that as soon as the appointment is complete then the appointment of the management team comprising of CEO Dr. Sharine Daniel, CFO George Willem, and COO Meril Jimmy Timmer will also be officially appointed.
Daniel was appointed the Interim Manager from November 2020 to February 2021 when she resigned from the position due to irreconcilable differences with members of the SBOD, since then the SBOD appointed Mauricio Dembrook as the Interim Manager while Daniel prepared several reports for the Council of Ministers which were damaging. The first report dealt with the bleeding of NV GEBE by the SBOD for external legal counsel. Based on the reports citation and evidence were provided that showed how vague invoices were and the questionable amounts, totaling over NAF 365.000.00 in one year, said amount is way higher than what was paid to NV GEBE legal counsels. Second report showed how the SBOD interfered with the operations of the government-owned company that violates the articles of incorporation. Third report based on the negligence of the SBOD since they failed to take a decision in a timely manner that costs the company over $400.000.00 on their finances. NV GEBE was condemned to pay out the amount to another law firm. Another report showed the SBOD was interfering with the CLA negotiations since they are in direct communications with the union.The SBOD was also given the same opportunity as the former Interim Manager and Chief Financial Auditor of NV GEBE to submit reports and evidence on the disagreements and alleged illegalities committed by Daniel while she held the post as Interim Manager.
Background information:During a meeting that was held on Thursday, February 18th, 2021, with the Council of Ministers, and the former Interim Manager Dr. Sharine Daniel showed that the members of the SBOD are incompetent and bias. At least one member of the SBOD said that he felt as though he was attacked when hard evidence against the SBOD was produced, while the former chairman of the SBOD informed the Council of Ministers that he was threatened by the legal advisor and another member of the SBOD.The SBOD placed its focus on one marketing contract as their motive to take a decision to remove Daniel from the interim managing directors position. Daniel showed documented evidence that the contract that the SBOD focused on was budgeted and was approved by the same SBOD and there was nothing unethical or illegal in reinstating the contract.Evidence was also presented about various issues of conflict of interest involving the legal advisor to the SBOD where he allegedly represented companies that NV GEBE had court litigations with, said legal advisor is also representing the owners of Manriques and Capriles whose building is up for sale and NV GEBE is interested in the purchase of the building located next to its main office.The former interim managing director of NV GEBE also discussed the resolution sent to the Minister of VROMI regarding the strategic plan and the intended committee that comprises members of the SBOD that wants to bill NV GEBE $100K for the writing of this strategic plan.Other information that surfaced is the SBOD members made requests for personal items that surpassed over $20,000.00, those items include iPhones for each member of the SBOD, special order laptops, and wanting N.V GEBE to pay for their personal WIFI. Daniel also produced emails to show that the chair of the SBOD gave her directives to allow their legal advisor to assist with the operations of the company.Dr. Sharine Daniel defended herself and the interest of the government-owned company very well and later provided the Government of St. Maarten with at least 5 reports that were backed up with evidence to show that members of the SBOD were micromanaging the company while decisions were not taken by the board, but instead by the legal advisor of the SBOD. Another issue raised is the fact that the SBOD has an attorney that is a member of the SBOD, but this member did not attend meetings in a year but collected the monthly stipend. This issue was already reported to the Council of Ministers by the former CEO of NV GEBE Kenrick Chittick.It is understood that Daniel showed the Council of Ministers the vague invoices that were submitted to management for legal fees which surpassed $360,000.00 in one year, compared to just over $150.000.00 for the companys internal attorneys. These invoices were not submitted on monthly basis but in fact, prorated. Evidence was also provided on the contract that was signed in 2016 after that Supervisory Board was dismissed and the settlement the incoming board made to dismiss the legal advisor. Emphasis was placed on the ethics of the legal advisor and work history with NV GEBE.SMN News further learned that the members of the Council of Ministers were caught off guard when the hard evidence was produced that showed how members of the SBOD chose to squander the peoples money from a government-owned company. Members of the council informed the SBOD members that they were expected to provide factual information to the shareholder and not hearsay. The council of ministers also lamented that the information given by the legal advisor to at least one reporter of the local newspapers could not be substantiated in the meeting held on Thursday, February 18th with all parties.The sources from the SBOD who spoke to SMN News on the condition of anonymity said that some Ministers could not believe their eyes and ears as to what transpired at the Government-owned company, yet they read open letters, opinions and articles in one daily newspaper that tried to defame Daniel.
While the Council of Ministers was officially informed about the conflicts with the current SBOD, it has taken them over 8 months to find candidates to replace the current SBOD. Hopefully, the process will soon finalize so that the people's business and company can be properly managed.