While it is not customary for this Supervisory Board to react in the media on matters pertaining to WINAIR, recent developments and articles that have appeared in the media deem it necessary for us to set the record straight.
For the sake of clarity WINAIR management structure consists of a Supervisory Board of directors and a Managing Board of directors. The Supervisory Board of Directors (consisting of the persons mentioned above) task is to supervise the tasks of the Managing Director/Board (represented by Mr. Edwin Hodge) and approve/disapprove proposals/plans/budgets etc submitted by management that are above the established limits in value or duration for the Managing Board as outlined in the company’s Articles of Incorporation. The Managing Board/Director is charged with the day to day management of the company and is responsible to ensure that all aspects of the company’s functioning are being executed using sound business practices, judgment and decision making
The airline business continues to be a challenging one and for WINAIR it is no different. We have all seen the fall and rise of many large, medium and small airlines all over the world. Right within our Caribbean region we have seen the demise of many including ALM, DCA, Caribbean Star and Caribbean Sun. WINAIR despite many setbacks is soon to achieve the milestone of reaching 50 years of uninterrupted, safe flying to/from islands within the region.
The financial struggles WINAIR faces today is not new. For years now every so often WINAIR makes the headlines of being in financial difficulty and the likelihood of its survival being grim. Many have tried including the present Managing Board and Supervisory Board to finally put the company on track, however addressing the old debts, increased cost of operations, competition and limited Shareholder financial injections continue to hamper the progress of the company. Dating as far back as the 1990’s to present WINAIR has consistently continued to reflect operational losses. These losses were experienced despite WINAIR having had several changes in the Management Board and Supervisory Boards.
From the perspective of the present Supervisory Board and based on developments that this Board has seen, WINAIR needs Shareholder(s) that are willing and prepared to make significant cash investments into the company. These investments will help to facilitate solving the chronic liquidity challenges the company faces and the paying off of accumulated debts to various vendors. With this being done it will also facilitate a smoother transition to various changes that would need to take place in order to reduce further operational losses. Any plan that does not include a significant financial injection by the Shareholder(s) will eventually still fail as the challenge for the airline is and remains liquidity amongst other financial and operational challenges.
To set the record straight, with regards to the recent articles in the media concerning the Supervisory board of directors being asked to resign, please be informed of the following:
- To date albeit that a decision (as per “Staatsblad van het Koninkrijk der Nederlanden #355 dd 9/21/2010) has been made that Country St. Maarten is to receive 92.05 % of the Shares and the State of The Netherlands is to receive 7.95% of the Shares of WINAIR, to date the Supervisory Board of Directors have not received any official correspondence from either “in-progress Shareholders”, nor from the previous Shareholder, being the Government of the Netherlands Antilles. To date no one has given clarity as to when this process will be completed or who is responsible to do so. As a consequence the Shareholder’s register of the WINAIR still reflects 100% ownership by the Netherlands Antilles.
- To date no member of the Supervisory Board has had any meetings with or have/has received any official correspondence directly from the new Shareholder(s) (in progress) of WINAIR. This as well have been made aware of is also the case for the Board representatives for the Government’s of Saba and St. Eustatius.
- In recent times via the media, we learnt that an “Ad-hoc committee” was being put in place by the Prime Minister of Country St. Maarten, Mrs. Sarah Wescott-Williams to review the WINAIR status. Via the media we learnt that these members are Mike Ferrier, Michael Cleaver, Robert Gibs and Jeroen Veen.
- The Chairman of the Supervisory Board of Directors, Mr. Fernando William was contacted by phone by Mr. Ferrier to request a meeting with the Supervisory Board and the ad-hoc committee, to discuss WINAIR. The Supervisory Board of Directors in absence being officially informed of the activities of this Ad hoc committee by the in-progress Shareholder(s) asked that Mr. Ferrier present evidence of this. It was then agreed by the parties that the ad hoc committee, the Supervisory Board and the Managing Board of WINAIR would meet on January 6, 2011.
- The one and only meeting to date with both groups was convened on January 6, 2011 which was attended by Mr. Edwin Hodge, all Ad-hoc committee members and the Supervisory Board members, with the exception of Mr. Michael Cleaver and Mr. Vernon Jacobs. The Ad-hoc committee members invited Mr. Lars Walrave (St. Maarten based representative of the Netherlands Government) to the meeting who was also present but did not participate in the discussions. During this meeting a “letter” (see attachment) dated January 6, 2011 with the heading “Prime Minister of Sint Maarten” without addressing anyone or the Supervisory Board, signed by Prime Minister Sarah Wescott-Williams was presented. In the letter the abbreviated names of the members of the committee was stated. The “letter” further stated that M. Ferrier has been granted full authority to act on behalf of the Shareholder viz Country Sint Maarten.”. Not wanting to make an issue of this really informal/unofficial looking document, we still proceeded to have the meeting. After introductions the only person who spoke from the committee was basically Mr. Ferrier, who based on this letter claims to represent the majority shareholder. The meeting lasted approximately one (1) hour and the only items brought forward by the Ad hoc committee were the following:
a. Their understanding of the composition of the division of shares for the Country St. Maarten and the State of the Netherlands of the WINAIR shares. No documentation to support this was presented.
b. That in principle the Ad hoc committee recommends that WINAIR for now should only be flying to Saba, Statia and St. Barths, while cancelling service to all other destinations. No insight verbally nor written) into how it would affect the company financially or the projected net results in light of the company’s present situation.
c. That a change management structure will be put in place which will call for :
1. Removing Mr. Edwin Hodge from the Managing Director position and placing him as the Chief Operations Officer (COO) instead.
2. Appointing (Ad-hoc committee member) Mr. Michael Cleaver as the President Director (CEO)
3. Appointing (Ad-hoc committee member) Mr. Robert Gibs as the Chief Financial Officer (CFO)
4. Reduce the present aircraft fleet and the company’s personnel.
5. And without asking/seeking input from the members of the Supervisory Board of Directors on the proposed plans and without talking about having further meetings and or a meeting with the Shareholder Rep (in progress), asked if the members of the Supervisory Board would make their positions available immediately to the Shareholder(s) (in progress). This according to Mr. Ferrier would be in order to facilitate the Change Management. No talk was mentioned about a proper handing over process by the Supervisory Board to the ad hoc committee members and or new Supervisory Board. The Supervisory Board’s Chairman however stated that while each member is responsible for their own decision to resign or not there are matters ongoing that should be handled in a proper procedural manner in the best interest of WINAIR. While the willingness to consider the resignations is there, the question still remains why should the members of the Supervisory Board be asked to resign, when they have yet to express their opinion on the planned/proposed changes by the Shareholder in progress. Further, the question has yet to be answered as to why the Ad-hoc committee and the Shareholder(s) in progress are of the opinion that this Supervisory Board should not be involved with the planned change management process.
- As a consequence of the above status of affairs, to date no member of the Supervisory Board has resigned. As resigning at a stage where there are many pending issues and no formal and transparent handing over process being executed, that such action would not be in the best interest of WINAIR at this time. The members of the Supervisory Board of Directors have to date not being given an opportunity to meet with the Shareholder Rep (in progress) and or present its report or comments on the status of the company and its recommendations.
