PHILIPSBURG, Sint Maarten — As outgoing temporary manager of N.V. GEBE, I, Dr. Sharine Daniel, hereby wish to address the recent unsolicited media attention in regard of the internal affairs of N.V. GEBE and explain to the public the corporate structure of N.V. GEBE and the competencies of the different corporate organs as established in the articles of incorporation of N.V. GEBE and the Corporate Governance Code.
While the Managing Board (“MB”) of N.V. GEBE has the corporate task to manage the day-to-day affairs of the company (including financial, social economic and personnel management), the Supervisory Board of Directors (“SBoD”) has the task to supervise and advise the MB and give direction on the general trend to be followed by the company without infringing upon the competencies of the MB. Although the members of the MB and the SBoD are appointed by the Shareholder, the SBoD may appointe a temporary manager if other managing directors are absent or precluded from acting. This Temporary Manager shall then be temporary assigned with the corporate task to manage the day-to-day affairs of the company (as far as it cannot be delayed) in awaiting the permanent managing directors. The SBoD shall also then have the task to supervise management, without infringing upon the competencies of the Temporary Manager.
The SBoD, on November 01, 2020, in their attempt to prevent a void in the top management of the utility company, appointed my person, Dr. Sharine Daniel to steer its operations, I was appointed as Temporary Manager and was the preferred choice for this appointment based on my, and deemed so by the Supervisory Board of Directors, higher level qualifications, over 7 years’ experience within the company, knowledge of the overall processes of the company, and selection as of one of the two top candidates for the function of CEO after “an extensive and rigorous recruitment process.” My appointment as temporary manager was in awaiting the appointment of the already recruited candidates for the management positions of Chief Executive (CEO), Chief Operations (COO) and Chief Financial Officers (CFO).
Pending my tenure as temporary manager, differences of opinion arose between the external legal representation of the SBoD and myself on the role of the SBoD in absence of any permanent managing directors. More specifically, questions arose on the advice given to the SBoD on their alleged competencies to interfere with the day-to-day management of the company, on the alleged authority of the SBoD to represent N.V. GEBE in meetings with third parties without prior communication or approval of the Temporary Manager and/or Shareholder and on the advice given to prohibit me, as temporary manager, to contact, engage, and/or discuss any company affairs with the Shareholder directly or indirectly, which would make me, as temporary manager, basically a puppet of the SBoD. In my opinion these advices given to the SBoD directly endangered the corporate structure of N.V. GEBE. By addressing these concerns in the latest SBoD meeting, it became unfortunately clear that my longstanding amicable and constructive cooperation with the SBoD was now being compromised by the external counsel’s actions.
Although, I have used my best endeavors to keep silent pending my tenure as temporary manager on these internal affairs as much as possible, the front-page article in The Daily Herald of Monday, February 15, 2021, is now leaving me with no other alternative than to publicly remove any possible ambiguities in respect of my intentions and dedication to serve N.V. GEBE as Temporary Manager and to clarify the reasons why I felt the need to step down. The decision to resign was taken with great regret, but with the aim to distance myself from any controversial actions taken by others, to avoid further jeopardizing my working relationship with the SBoD and to safeguard my application to serve GEBE in the position as permanent director (CEO) in coming years.
On 11 February 2020, I tendered my resignation as Temporary Manager, which letter was sent to the SBoD and the Shareholder Representative, Minister Egbert Doran. Three hours later, I received from the Supervisory Board of Directors, a letter accepting my resignation and their confirmation that the appointment would indeed be ended upon my request. In fact, they informed me without stating reasons, that they had also decided (after I left the board meeting in which I was provided additional tasks) to take the required preparations as to terminate my appointment and to replace me as of this Friday 19 February 2021. I was further directed to regulate the transition to my replacement (once formally appointed) during the course of this week.
In the upcoming shareholders meeting this Thursday 18th February, I look forward to substantiating my concerns addressed in this letter in more detail as to make sure that the long-term cooperative relationship of the various corporate organs within N.V. GEBE will remain aligned and oriented towards improving stability and continuity of the company.
In closing and despite the foregoing turn of events, it was an honor and privilege to serve as temporary manager of GEBE and I look forward to resuming my duties as employee in the position of Chief Internal Auditor as per article 2.13 of the service agreement effective as of Friday 19 February 2021 and in awaiting the decision on the appointment of the permanent directors of GEBE for which I remain a contender for the CEO position.