Alexander and Bloyden prepared to take minister to court – Harbor board members refuse to step aside

POSTED: 09/6/12 1:08 PM

St. Maarten – Miguel Alexander and Kelvin Bloyden refuse to step aside as members of the supervisory board of the St. Maarten Harbor Holding Company. In a letter they submitted to the Council of Ministers yesterday morning Alexander and Bloyden write that they stay put because resigning “is not in the best interest of the Harbor group of companies.” They threaten with legal action based on articles in the Civil Code, the Corporate Governance Code and the Articles of Incorporation of the Harbor Holding if Economic Affairs Minister Romeo Pantophlet persists and dismissed them as supervisory directors.

Pantophlet demanded in a shareholder meeting on August 27 that the supervisory board members tender their resignation per last Monday. The resignation would become effective on October 15. Chairman Joe Richardson and members Renald Williams and Humprey Mezas have tendered their resignation but Alexander and Bloyden are not going anywhere.
The Harbor Holding and its subsidiaries are of vital importance to St. Maarten’s economy and to cruise tourism in particular, the two board members point out in their letter. “The harbor together with the airport should be handled with the necessary caution by the shareholder when dealing with issues like the replacement of their supervisory boards. This will surely catch the interest of stakeholders like their financers and investors. This can have a negative effect on the companies.”

Alexander and Bloyden refer to the Corporate Governance Code that was established “to avoid arbitrariness by the shareholder and to protect the interest of the company when appointing or dismissing directors and supervisory board members of state-owned companies. By requesting the members of the supervisory board to tender their resignations the minister is endeavoring to circumvent the corporate governance rules.”
The only reason Minister Pantophlet mentioned in the shareholders meeting was “that the government had a new vision,” Alexander and Bloyden write. But Pantophlet did not inform the board members about the content of its vision. “That is not acceptable from a corporate governance point of view.”
Pantophlet mentioned a number of projects as part of his new vision in last week’s press briefing. “They are already ongoing or announced projects,” Alexander and Bloyden state, underlining the fact that there is nothing new about the minister’s vision.
Pantophlet’s drive to appoint younger candidates to the board also falls flat with the letter writers. “We have nothing against appointing young qualified professionals, but appointing younger people for the sake of appointing younger people should not be a goal in itself.”
Minister Pantophlet said in the shareholder meeting that some of the supervisory board members would be reappointed, but that he did not mention this during last week’s press briefing. “It would not be in the interest of the Harbor Holding to appoint a completely new board, since this will endanger its continuity.”
Alexander and Bloyden further mention their “sense of responsibility” as a reason to stay put. In the coming months several issues need to be handled, they point out. As examples they mention the financial statements for 2009, 2010 and 2011, an amendment to the 2012 budget linked to the bond issue, the operational 2013 budget, the multi-annual investment plan and the corporate governance audit.
“These issues should take roughly between three and six months to finalize. Once these matters have been finalized we will evaluate the situation in view of the interest of the Harbor Group of Companies.”

Alexander and Bloyden still have another axe to grind: the minister’s statement that he was acting as the shareholder’s representative. “He did not present a copy of the relevant decree which is customary. As members of the supervisory board of the Harbor Holding we would like to receive a copy of this decree. We of course assume that there is such a decree.”
If such a decree does not exist, Alexander and Bloyden write, the shareholders meeting of August 27 and the letters that were signed by the minister “are null and void.”
The two board members warn the minister that, in case they are dismissed, they will “seriously consider” taking him to court and call on articles in the Civil Code, the Corporate Governance Code and the Articles of Incorporation of the Harbor Holding to defend their position.

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