PHILIPSBURG:--- In a move that underscores the deepening crisis at NV GEBE, the Supervisory Board of Directors (SBOD) has chosen to dig in its heels, refusing to comply with a shareholder directive to resign voluntarily by August 5th. Despite mounting pressure, SBOD convened on August 6th and decided to remain in their positions, citing their belief that they had done nothing wrong. This defiance sets the stage for a contentious battle between the board and the shareholder representatives, with far-reaching implications for the already embattled government-owned utility company.
The SBOD’s decision to resist the call for voluntary resignation is a bold, if not reckless, gamble. By refusing to step aside, the board has effectively dismissed the concerns of the shareholder representatives, who clearly see their continued presence as a liability. While the SBOD claims innocence, their refusal to resign raises questions about their commitment to the company’s stability and the public interest.
The board has promised to formally respond to the shareholders by the end of the week, but their defiance has already set the tone for a protracted and bitter standoff. Meanwhile, the Council of Ministers has wasted no time in escalating the matter. On Tuesday, the council initiated the formal process to dismiss the SBOD, submitting their request and procedural steps to the Corporate Governance Council (CGC). However, this process is likely to face significant delays due to the CGC’s glaring lack of quorum. With only one active member, Chairman Charles Smith, the CGC is legally incapacitated, as the law mandates a minimum of three members to function.
CGC’s Limited Role
Even if the CGC were fully operational, its role in this saga would remain advisory. The council is tasked with issuing recommendations on governance matters, but these recommendations are not binding. The government retains authority to either follow or reject the CGC’s advice. This dynamic adds another layer of complexity to the process, as the Council of Ministers could theoretically proceed with the dismissal of the SBOD regardless of the CGC’s input. However, bypassing the CGC’s advice could open the door to legal challenges, further complicating an already fraught situation.
Corporate Governance in Disarray
The dysfunction within the CGC is emblematic of the broader governance crisis plaguing NV GEBE. The inability to convene a fully functional CGC not only hampers the shareholders’ efforts to remove the SBOD but also exposes systemic weaknesses in the oversight of government-owned entities. This bureaucratic bottleneck could allow the SBOD to cling to power longer than anticipated, further eroding public trust in the company’s leadership.
Middle Management Revolts
Adding another layer of turmoil, NV GEBE’s middle management has openly declared its lack of confidence in the Temporary Manager. In a letter addressed to the Temporary Manager and copied to the SBOD, middle management has demanded immediate action, calling for either the dismissal of the Temporary Manager or a severe warning to be issued. This internal revolt highlights the growing discontent within the company’s ranks and raises serious questions about the Temporary Manager’s ability to lead.
However, the SBOD’s hands are tied. As per governance rules, the board is prohibited from intervening in the operational matters of the company. This limitation leaves NV GEBE in a precarious position, with a leadership vacuum and no clear path to resolution.
However, contrary to claims that the SBOD cannot intervene in operational matters, NV GEBE’s Articles of Incorporation, Article 8: 11, clearly state that the SBOD hired the Temporary Manager and the SBOD can also dismiss it. This provision gives the board the authority to act decisively in this matter, should they choose to do so. The middle management’s letter has therefore placed the SBOD in a position where inaction could be interpreted as tacit approval of the Temporary Manager’s performance, further fueling internal unrest.
The GEBE saga has become a case study in mismanagement and governance failure. From the SBOD’s defiance to the CGC’s incapacity and the internal revolt against the Temporary Manager, every layer of the organization appears to be mired in dysfunction. The shareholder representatives and the Council of Ministers face an uphill battle to restore order, but systemic flaws and entrenched resistance are stymieing their efforts.
As the crisis drags on, the real victims are the people of St. Maarten, who rely on NV GEBE for essential services. The longer this power struggle continues, the greater the risk to the company’s operations and the public’s confidence in its ability to deliver.
The SBOD’s refusal to resign voluntarily is not just an act of defiance—it is a challenge to the very principles of accountability and good governance. With the Council of Ministers and shareholder representatives now locked in a battle to remove the board, the stakes could not be higher. The coming days will reveal whether the forces of accountability can prevail over entrenched interests, or whether NV GEBE will continue its descent into chaos.
One thing is clear: the people of St. Maarten deserve better. It is time for decisive action to end this saga and restore stability to NV GEBE. Anything less would be a betrayal of public trust.
