PHILIPSBURG–GEBE N.V. Supervisory Board of Directors Chairman Rene Richardson and Board member Edwin Gumbs filed an injunction against the utilities company and its shareholder Country St. Maarten on Tuesday in their bid to prevent an extraordinary shareholder’s meeting that was called by Temporary Manager Andrew Zagers for today, Thursday. Parties agreed during Wednesday’s court hearing to reschedule the meeting for May 26.
The meeting was called to give the Board a chance to be heard about the shareholder’s request for the Board to step down and to appoint William Brooks as Chief Executive Officer of GEBE.
According to Minister of Public Housing, Spatial Planning, Environment and Infrastructure VROMI Angel Meyers, the Corporate Governance Council (CGC) had indicated that while there are sufficient grounds for dismissal, the Board has to be heard first.
In this light, a shareholders’ meeting was called with the Board, but without the mandatory 12-day notice. Minister Meyers, who was present in Court together with Government’s lawyer Richard Gibson Jr., had said Monday that after the Board has been heard, the shareholder will make a formal decision on the termination of the Board.
According to the Board, the convocation for the shareholders’ meeting was invalid as the temporary manager is not authorised to call such a meeting as he has only very limited authority.
The temporary manager had called the meeting “under protest” or “reluctantly,” attorney-at-law Jairo Bloem stated in his petition to the court on behalf of the two Supervisory Board members, adding that his clients had only become aware of said meeting on Monday. This was deemed insufficient time for the Board to fully prepare itself. The short notice was considered “careless” and “unlawful,” claimants said.
Bloem said the convocation for the meeting should be declared invalid as, according to GEBE’s statutes, only each individual Managing Director and each individual Supervisory Director are authorised to convoke a general meeting, not shareholders.
The Supervisory Board has set a new date for an extraordinary shareholder’s meeting to discuss the Supervisory Board’s dismissal for May 26.
Minister of Finance Richard Gibson had said earlier this year that Government had lost confidence in the GEBE Board.
According to the Board, there “was not a cloud in the sky” until January 28, when Government demanded that GEBE pay NAf. 31 million in interim dividends and borrow NAf. 20 million for the purchase of a new generator.
“GEBE and its governing bodies declined, as they considered the request unlawful,” said Bloem, who added that there were no “objective grounds” to sustain allegations that GEBE’s Supervisory Board was not functioning properly.
The lawyer claimed that Government’s bid to remove Supervisory Board members was politically motivated, because the current Board members had been installed by the previous coalition.
However, the Supervisory Board has no reason to resign voluntarily, as its functioning to date has never been subject of any conversation or discussion with GEBE’s shareholder.
By contrast, the Board urged the shareholder on April 29 to convene a meeting to discuss urgent matters, among them the appointment of statutory directors at very short notice.
“The situation in which the company is only operationally managed by a temporary manager” is “undesirable and disadvantageous to GEBE,” it was said. However, the Board is against Brooks’ appointment as he has not gone through the mandatory screening process by National Security Service St. Maarten VDSM.
According to Bloem, parties also agreed for a second shareholder’s meeting to be held sometime next week, but parties agreed that the dismissal of Supervisory Board members will not be among the subjects to be discussed.
Source: Daily Herald
GEBE board, shareholder agree on May 26 meeting