PHILIPSBURG--The Shareholder Foundation of GEBE made a decision to appoint former Director of Resources for St. Maarten Jean James as the second Managing Director of the company to serve with current Managing Director William Brooks.
However, while that decision was made by a majority of the foundation's board members (3 out of 5), it still has to be ratified in a meeting at which all five board members of the foundation are present, which, based on the position of Saba and Statia against additional Managing Directors, has kept James's appointment in limbo.
According the articles of incorporation of the foundation, decisions cannot be ratified unless all members of the board are present or if they give their vote by proxy. In other words, the representatives from Saba and Statia, with their veto power, simply have to stay away from meetings to render the foundation powerless.
Initially, the foundation wanted to appoint two new Managing Directors in accordance with the articles of incorporation of GEBE. However, after a PricewaterhouseCoopers (PwC) study was commissioned on the insistence of foundation members who are of the opinion that two new directors are unnecessary, it was deemed that one would be sufficient for the company.
The Supervisory Board of Directors, charged with the recruiting of candidates, submitted two names to the Shareholder Foundation to consider for the post. Saba and Statia were reportedly against both, claiming inexperience. The recruitment of the new directors called for a director with financial profile and a director with an operational management profile.
James is currently the owner and Managing Director of Capaz Consulting St. Maarten. He has an extensive background in financing, taxes, information management and reorganization processes throughout the islands that formed the Netherlands Antilles and in Holland.
The Executive Councils of Saba and Statia are not in favour of any new Managing Directors for GEBE and were against efforts to have Brooks removed as Managing Director last year. The two territories have stiffened their opposition with the announcement by Minister Theo Heyliger that he has initiated an arbitration process to fast track the division of shares of the company.
To break a possible decision-making stalemate, there is a clause that would allow the shareholder foundation to send a decision for arbitration which would allow both parties to argue their case for or against before a final decision is rendered.
If the foundation manages to appoint a new director, he or she will form a "Management Board" of two for GEBE. The supervisory board would then be tasked with appointing the President of this board who can represent the company on his or her own or with another member of the Managing Board.
Based on his contentious history with the Supervisory Board, it is highly unlikely that William Brooks will be appointed President of the Managing Board. The only way, reportedly, that Saba and Statia would accept a new director is if Brooks is appointed president.
Despite numerous attempts, Chairman of the Shareholder Foundation Ralph Richardson could not be reached to provide clarity or information on how GEBE will proceed.