Opinion: Corporate governance

POSTED: 06/14/11 12:30 PM

“Another advisory body that brings the government-owned companies back into the bureaucracy of the government.”

The quote is from Vice -Prime Minister Theo Heyliger, and it refers to the Corporate Governance Council. If we understand Heyliger’s position correctly, having a Corporate Governance Council is “defeating the purpose of elections.”

It’s a nice way of saying that, as an elected politician, the Minister does not intend to pay any attention to whatever advice the Corporate Governance Council may come up with.

The first advice went already down the drain in remarkable fashion. The council advised against the appointment of Regina Labega as the new director of the airport. The argument put forth, by the minister, refers to the embezzlement-investigation at the Tourist Bureau.

She is innocent until proven guilty, Heyliger maintains – and that is of course true.

But the eight-page advice the Corporate Governance Council submitted does not solely hinge on the fact that Labega has a (potential) criminal investigation hanging over her head. The council also advised to appoint a Chief Financial Officer next to Labega to make up for her lack of experience in financial matters.

Drs. Eugene Holiday, the previous permanent airport director brought experience from stints at the Central Bank and an airline company to the party.

But all these considerations were left out of the equation when Minister Heyliger launched his attack on the Corporate Governance Council on Sunday via His Master’s Voice – Radio Soualiga.

Of course Heyliger did not mention that the Corporate Governance Council has been established for a reason, and at a time when he was a Commissioner for the ruling Democratic Party in 2008.

The Bel Air Community Center was the stage where the Netherlands Antilles, the Netherlands, Curacao and St. Maarten agreed on January 22, 2008, to regulate corporate governance as part of the General Measure of Kingdom Governance for temporary financial supervision.

While Minister Heyliger now says that he has always opposed the establishment of the Corporate Governance Council (“it hinders government and it creates its own issues,” he said on Sunday), he remained silent in 2008, in 2009 (when the Island Council passed the Corporate Governance Ordinance) and in October 2010 (when the council-members were installed).

The January 22, 2008 agreement (signed for St. Maarten that day by then Heyliger’s party-leader and current Prime Minister Sarah Wescot-Williams) established that St. Maarten and Curacao will regulate procedures for selling and buying participations in government-owned companies, guidelines for dividend policies and procedures and requirements for the appointment and dismissal of directors and board members.

St. Maarten signed off on the promise that these regulations would be in place by August 1 of that year. Failing to meet that deadline would give the board for Financial Supervision Cft the option to advise the Kingdom Council of Ministers to present a directive about corporate governance.

Needless to say that St. Maarten did not meet the August 1 deadline, but on May 11 of the following year the Executive Council took the decision to establish the Corporate Governance Council. The Island Council approved it on June 30. It took still more than half a year, until February 26, 2010, before then leader of government William Marlin and Lt. Governor Franklyn Richards presented the five council-members: Louis Duzanson, Minerva Vlaun-Monte, Francis Carty, Maria van der Sluis-Plantz and Agnes Gumbs.

From that date forward the Corporate Governance Council was in business, and the ordinance went into effect. At no time did Minister Heyliger voice public opposition to the council’s establishment or to its board members.

The island ordinance of May 11, 2009, describes the tasks of the council and how its work relates to the government. For argument’s sake, we’ll stick to the task linked to the appointment and dismissal of directors and board members of government owned companies, and to procedural rules and profiles. His last part has mainly to do with the requirements candidates have to meet for a director’s position.

The council has been authorized (by elected politicians) to give, asked and unasked for advice to the government. Within a week after the council brings out an advice, the government sends a copy of it to the Parliament.

The council advises the government within four weeks about profiles, and proposed appointments and dismissals. The advice (be it positive or negative) motivates the council’s position.

If the government wants to deviate from an advice it is free to do so, but it has to explain its position immediately “in writing and motivated.”

That is the long and short of the rules of the game. They have been agreed upon by elected politicians – and Vice Prime Minister Heyliger was part and parcel of it. Maybe he has opposed the Corporate Governance Council behind closed doors, we’re not sure about that, but the bottom line is that he did not win the argument.

In a democracy, the majority-vote rules, as Heyliger knows darn well from his long tenure in Democratic Party governments.

To say now that the Corporate Governance Council hinders the government, as Heyliger has done, is in a way a baffling statement.

Maybe the Vice PM’s  less than cordial attitude explains why the Corporate Governance Council is still waiting for the 400,000 guilders in funding it needs to do its job properly. We heard that Finance Minister Hiro Shigemoto wrote a check in the name of the council for that amount, but that was a rather empty gesture: because the council is not a legal entity, its board members were unable to cash it.

The council is in place, but it becomes clearer every day that politicians are not waiting for a board looking over its shoulder. There is an interesting task ahead for the Parliament to make clear to its government what’s what in good governance land.

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