Winair Board resigns, walks out of meeting

POSTED: 03/22/11 12:29 PM

“Winair was challenged and stagnated”

St. Maarten – The Supervisory Board of Directors of Windward Islands International Airways N.V. resigned with immediate effect on Monday and left a shareholders’ meeting they, and their attorney Denisio Brison, contend was not called in accordance with the company’s Articles of Incorporation. The board member’s resignations come weeks after the request for them to do so was made by an ad-hoc committee the Shareholder Representative Prime Minister Sarah Wescot-Williams installed.

Monday’s meeting was called by the prime minister, because the 14 day period the board had to do this, at her request, had elapsed. The Board contends, however, the prime minister never provided them with the National Decree installing the committee led by Michael Ferrier, that initially requested their resignation. The shareholder has also not provided the updated shares register showing St. Maarten and the Netherlands are new owners of the airline with a share division of 92.05 percent and 7.95 percent respectively. The division was published in the Gazette of the Kingdom of the Netherlands on September 21, 2010. At the same time the government claims ownership the board said it could not issue a letter of comfort for Winair to borrow from the banks because the shares had not been transferred.

“Today’s meeting was a culmination of this continued disregard for failure to adhere to proper procedures. The correct process of conducting the meeting as outlined in the company’s articles of incorporation was not followed. Hence, shortly after the meeting was opened by Prime Minister Mrs. Sarah Wescott-Williams, the chairman of the Supervisory Board of Directors Fernando William voiced his objections to the procedures, which were further expanded on by the board’s attorney Mr. Bryson. Despite referring to various articles in the Articles of Incorporation where the procedure to be used in holding meetings  amongst other issues were being pointed out to the new Shareholders, they chose to ignore the very basis that company’s corporate procedures are governed by being namely the Articles of incorporation. In light of this behavior and unwillingness to adhere to the proper rules in conducting the meeting, the members of the Supervisory Board after asking for a short adjournment of the meeting, returned and resigned with immediate effect as they could not continue to sit in a meeting in which the rules are not going to be respected by the Shareholder(s),” the four attending board members said in a statement.

Challenging times

The now departed board says they presided over a period (August 2006 to March 21, 2011) that was challenging and where the company’s growth was stagnated. The issues include significant losses before they arrived that left the company nine million guilders in debt by the time they took office, the fact that the airline had just sold all its planes to raise money and then leased those same planes for an additional expense of two million guilders every year. The company’s board also had to deal with a former shareholder – the Netherlands Antilles – and shareholder representative who told them that no money would be injected until the Netherlands Antilles was dismantled and the fact that financial statements were four years behind and there were no interim statements. That has been solved somewhat as the audited financial reports are now two years behind as the ones for 2008 and 2009 remaining outstanding. It may soon be three outstanding as work must begin on the accounts for 2010.

The former board states that the airline was further challenged by a 500, 000 guilder annual increase in expenses resulting from their presence at the new operating facilities at the Princess Juliana International Airport and the fact that the company had to bear the cost of repaying the 1.4 million that Bonaire Participation Company (BPM) injected as part of a failed privatization attempt initiated by the Government of the Netherlands Antilles.

“The Supervisory Board of Directors members despite the above challenges and other issues that stagnated the company’s growth, that will be further outlined in a subsequent release, continued to work along with the Managing Director to keep the company going up until today. Nonetheless, the members of the Supervisory Board of Directors wishes the Management, the future Supervisory Board of Directors members and the shareholders much success in taking the proper decisions in giving Winair, its employees and travelling public the much needed financial boost in order for the company to continue with its activities for another 50 years,” the former board members conclude.

Moving Forward

A separate release issued by the Winair’s management chronicles the meeting but does not offer detailed insight into the decisions taken beyond a statement that the resignations had been accepted by both shareholders and new board members would be appointed.

“Candidates were proposed but their approval is pending the advice from the Corporate Governance Committee,” the release from the management stated.

Parties at the meeting also discussed the airline’s sustainability with specific reference to a “seamless connection between Saba and St. Eustatius.”

The attendees at the meeting were the shareholder representative from St. Maarten Prime Minister Sarah Wescot-Williams, the shareholder representatives for the Netherlands drs Hans de Jong and Jeroen Mauritz, the (former) Chairman and members of the Supervisory Board of Directors, staffers in the prime minister’s cabinet, Michael Ferrier, Roberto Gibbs and Jeroen Veen, who are members of the ad-hoc committee the prime minister installed and Winair’s Managing Director Edwin Hodge and his assistant Brigitte Essed-Frankel.


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