Philipsburg:--- The board members of WINAIR Supervisory board submitted their resignation on Monday. Sources close to the WINAIR supervisory board said that the board members have decided to resign on Monday when they realized that the articles of incorporation were not respected.
Furthermore, the members of the board are alleging that the committee that is representing the Prime Minister does not have an official decree to show that they are in fact representing the Prime Minister.
During Monday’s meeting the Supervisory board pointed out their concerns to the shareholder representatives who took note of the concerns. According to our sources, when the concerns were noted the members of the Supervisory board submitted their resignation and left the meeting.
Present at the meeting which was held at WINAIR office on Airport Road was Prime Minister Sarah Wescot-Williams as St. Maarten’s Shareholder Representative, Shareholder Representative of the Netherlands Drs. Hans de Jong and Mr. Jeroen Mauritz from the Ministry of Transport, Public Works and Water Management. The Chairman and members of the Supervisory board of Directors of WINAIR, the staff members of the Prime Minister’s cabinet. Members of the ad-hoc committee appointed by the Prime Minister Mr. Michael Ferrier, Roberto Gibbs and Jerone Veen and WINAIR’s Managing Director Edwin Hodge and his assistant Brigitte Essed-Frankel.
SMN News also learnt that that new members were appointed by the Shareholder representatives but they are awaiting the advice of the corporate governance council.
A press release from the members of the Supervisory board states that during what was to be an Extra-ordinary Shareholder’s meeting with the Supervisory Board of Directors (SBD) and the Managing Director of WINAIR, due to the manner (contrary to the Articles of Incorporation) in which the Shareholder’s opted to proceed with the meeting, despite the objections expressed by the Supervisory Board members and their attorney Mr. Denicio Bryson, the Supervisory Board members unanimously decided not to participate in the meeting and further tendered their resignation with immediate effect.
For quite some time now the members of the Supervisory Board continued to voice their concerns about a series of shortcomings in the manner in which the new Shareholder(s), their advisors and the ad-hoc committee have been handling WINAIR matters. It started with the appointment of an “ad-hoc committee” by the Prime Minster Mrs. Sarah Wescott-Williams, to act on her behalf on all matters pertaining to WINAIR. This as is well known need to be established via a “Landsbesluit” and for which to date no proof of such was ever provided. Then there was the issue of providing proof of the Share registers being updated to properly reflect the Shareholding status of Country St. Maarten and the State of the Netherlands. Again to date no copy of updated share register provided to the SBD. Yet when asked to execute the request of the Managing Director for the issuance of (a much needed) Letter of Comfort to the banks from the Shareholder, we were told that since the shares have not been transferred the letter couldn’t be issued by Country St. Maarten.
“Today’s meeting was a culmination of this continued disregard for failure to adhere to proper procedures. The correct process of conducting the meeting as outlined in the company’s articles of incorporation was not followed. Hence, shortly after the meeting was opened by Prime Minister Mrs. Sarah Wescott-Williams, the chairman of the SBD Mr. Fernando William voiced his objections to the procedures, which were further expanded on by the SBD attorney Mr. Bryson. Despite referring to various articles in the Articles of Incorporation where the procedure to be used in holding meetings amongst other issues were being pointed out to the new Shareholders, they chose to ignore the very basis that company’s corporate procedures are governed by being namely the Articles of incorporation.”
In light of this behavior and unwillingness to adhere to the proper rules in conducting the meeting, the members of the Supervisory Board after asking for a short adjournment of the meeting, returned and resigned with immediate effect as they could not continue to sit in a meeting in which the rules are not going to be respected by the Shareholder(s). The SBD members subsequently left the meeting.
The SBD members tenure on WINAIR board spanned from August 2006 until today March 21, 2011. During this period the SBD had to keep the company alive while faced with amongst other matters:
- Overseeing a company that had recorded significant losses each of the previous years.
- Started off with a company that was already Naf. 9.0 Million in debt.
- Had just sold all its aircrafts to raise funds as approved by a previous board and Shareholder.
- Leased back those same aircrafts at an immediate additional annual increase in expenses of over NAF. 2.0 Million.
- Told by the Shareholder and Shareholder Rep at that time that there is no plans to inject any funds into the company as the Netherlands Antilles was being dismantled.
- Audited financial Statements were 4 years behind and there were no current interim financial statements. Hence, insight into the true financial picture at that time was impossible and took quite some time and effort to get to the stage where the Audited Financial Statements are now 2 years behind namely awaiting receipt of 2008 and 2009, with 2010 to follow shortly thereafter.
- Within short after taking office to be faced with another annual increase in expenses of approx. Naf. 500,000 as a result of a new operating facilities at the Princess Juliana International Airport.
- Left to assume a liability of Naf. 1.4 Million as a result of a failed privatization deal that went south and ended up in the courts at the expense of WINAIR.
The SBD members despite the above challenges and other issues that stagnated the company’s growth, that will be further outlined in a subsequent release, continued to work along with the Managing Director to keep the company going up until today.
Nonetheless, the members of the SBD wishes the Management, the future SBD members and the Shareholders much success in taking the proper decisions in giving WINAIR, its employees and travelling public the much needed financial boost in order for the company to continue with its activities for another 50 years.
