PHILIPSBURG – The supervisory board of the Sint Maarten Harbor Group of Companies has been incomplete for almost 18 months, operating with three members shy of the minimally required five, according to the company’s statutes.
This concerning state of affairs prompted Party for Progress (PFP) Member of Parliament (MP) Melissa Gumbs on Tuesday to send written questions to Minister of Tourism, Economic Affairs, Transport and Telecommunication (TEATT) Roger Lawrence.
In September 2020, The Daily Herald newspaper advertised two vacancies for the supervisory board. These vacancies put the supervisory board at odds with its own statutes, which states in Article 12 that it requires no fewer than five and no more than seven persons.
According to MP Gumbs, the supervisory board conducted a vigorous recruitment and selection process in December 2020, with the assistance of the government accounting bureau (SOAB). This resulted in the supervisory board submitting three candidates to the government for consideration. However, after 14 months, the government, as the shareholder, has yet to appoint any of these candidates for the vacant positions.
To make it worse, one of the remaining three supervisory board members left their position in November 2021.
“This leaves only two persons on the supervisory board of the Harbour Group of Companies. It is not only a violation of good corporate governance principles and the company’s own statutes, but of the country’s Corporate Governance Code,” explained MP Gumbs. “Executing proper supervisory tasks cannot be left to two persons, not because of any lack of competence, but due to the magnitude of the task of supervising the 12 companies under the Harbor’s portfolio.”
With poor corporate governance practises having already hampered other government-owned companies in the recent past, MP Gumbs considers it unacceptable that the shareholder has seemingly refused to fill these critical vacancies.
“Taking some time to act with due diligence is understandable, but more than a year is now bordering on ridiculous. The lack of action by the shareholder, with no clear and valid explanation, is simply acting in contravention of the concept of good governance, especially as it relates to transparency and integrity,” said MP Gumbs.
The PFP faction leader asked TEATT Minister Lawrence why the shareholder (government) did not proceed with appointing two members to the supervisory board based on the candidate list submitted in December 2020, considering the board was already operating at a deficit by that time.
She also asked the TEATT Minister if the shareholder has officially dismissed these three candidates.
“If so, can the shareholder provide motivation for this dismissal, as the nominees were selected using Article 3, points 2 and 3 of the Corporate Governance Code? These Articles relate to selecting candidates based on individual expertise as per the candidate profiles forwarded to the shareholder, prior to the vacancy publication. Does the shareholder no longer agree with these candidate profiles?” questioned MP Gumbs.
MP Gumbs concluded by asking whether the Corporate Governance Council has issued an advice on the appointment of the supervisory board of the Harbor Group of Companies.
“If so, could you send a copy of this advice to Parliament, as it does not appear in our archives? If not, could the shareholder explain why the Corporate Governance Council was not involved in the process of identifying nominees for the Harbor Supervisory Board?” asked MP Gumbs.
