SXMElections.com

~Suspended as Managing Director~

PHILIPSBURG—GEBE’s Supervisory Board chose not to renew Chief Operations Officer (COO) Romelio Maduro’s “service contract”, while suspending him as Managing Director, Chairman of the Board Rene Richardson explained The Daily Herald on Friday.

The Council of Ministers (COM) is to consult with lawyers and speak again to the GEBE Supervisory Board of Directors in around one week, after the board presented them information about Maduro on Thursday.

At the end of last month, Government as shareholder of GEBE, had rejected a request of the GEBE board not to extend Maduro's contract, and on the evening of June 11, a statement to the press on behalf of the board stated that Maduro had been "suspended and placed on non-active duty" as of that day. Government's instruction had been to extend Maduro's contract for two years.

Richardson told The Daily Herald that Thursday’s meeting was about COM hearing the board’s side of the story with regard to its request to not have his contract extended, and that COM would have to hear Maduro’s side of the story from Maduro himself.

The meeting had nothing to do with the rumour, which he dismissed, that Government asked the board to step down. The board reportedly submitted a host of documents to be reviewed.

For now, no one has been appointed in Maduro’s place, but Richardson said previously that four months are allowed before a replacement needs to be found.

All except one of the seven board members is on board with not extending Maduro’s contract, while one purportedly says that although he is not defending Maduro, certain procedures need to be followed. Richardson, however, said that the board is acting in accordance with the articles of incorporation.

He added that if the board sees any wrongdoing, they must step in, and the board has to “suspend him if they fear he will abuse his power.”

Richardson said that the board “is there to give directive, advise and supervise” and not to deal with operational aspects. But to function properly, the board needs information, but has trouble getting this from Maduro.

The Chairman said that he would not discuss details of the other issues the board faces with Maduro, which he had to learn of through the grapevine, but referred to financial irregularities and Maduro claiming to not know about the company’s credit card policy as he used it inappropriately.

Maduro was reportedly spoken to about the issues and chose to continue, which is “what broke the camel’s back.” This is why the board had initially still been in favour of extending his contract, but changed its mind, Richardson said.

The board’s previous official statement read: "GEBE and its Supervisory Board of Directors hereby inform the general public that Mr. R.A. Maduro is not legally entitled to represent and thus take any action in the broadest sense of the word on behalf of NV GEBE because ... [he – Ed.] has not been legally appointed into any function with GEBE and consequently does not have any corporate or contractual relationship with GEBE ... [and he – Ed.] was conditionally, insofar as might be required, suspended and placed on non-active duty by the Supervisory Board, starting June 11, 2015."

In response to how Maduro could be suspended if his contract was not renewed in the first place at the end of May, Richardson said that Maduro has a double function: he has both a service contract, and is a Managing Director.

While the service contract ended and was simply not extended by the board, only the one to appoint him as Managing Director, i.e. the Government can decide to not extend that contract.

Repeated attempts to gain information from COM have proven futile, and Maduro could also not be reached for comment by this newspaper.

Before the meeting

The board's request to the shareholder had been to reverse its earlier decision to extend Maduro's contract. Prime Minister Marcel Gumbs said in a letter to Board Chairman Richardson dated Friday, May 29, that the shareholder was not in a position to decide positively on the board's request.

Gumbs said Richardson should submit all documents that had led to the board's decision in this matter, to assist the shareholder to reach to an informed decision whereby all facets of good corporate governance would be upheld.

Gumbs requested a copy of the "expiring" contract with Maduro, audit reports and all other reports pertaining to this matter, the minutes of the meeting of the Supervisory Board of Directors dealing with this subject matter and the minutes of the meeting of the Supervisory Board of Directors in which Maduro had been heard.

Gumbs also requested all written correspondence between the Supervisory Board and Maduro, establishing that Maduro had been given the opportunity to react regarding the issues mentioned against him.

"Once in possession of the relevant documents, the shareholder will have an independent investigation carried out, whereby the commissioning of an Operational Forensic Audit cannot be ruled out," Gumbs said in the letter, which he signed as Minister of Public Housing, Spatial Planning and Environment VROMI.

"Based on the urgency and circumstances surrounding these matters, these decisions have been taken in accordance with the Articles of Incorporation of GEBE and in particular the article affording the shareholder the possibility to make decisions outside of an ordinary Meeting of Shareholders."

He said Maduro would continue in his function as COO and continue carrying out the tasks of Chairman of the Managing Board pending the outcome of the investigation, to prevent any major disruption in the functioning of GEBE.

In a second letter to Richardson, also dated May 29, Gumbs said the shareholder had decided to extend Maduro's contract as COO and Chairman of the Managing Board for two years. "In this regard, you are hereby requested to prepare the draft contract extension agreement and submit same to the Shareholder for ratification and or approval," the letter read.

"The Shareholder has not come to a decision regarding the proposal to grant Mr. Romelio Maduro a gratification equivalent to two months' salary. You are hereby requested to forward to the shareholder all relevant information (performance evaluation, etc.) which formed part and parcel of your decision to arrive at making this proposal."

Gumbs said that "based on the urgency and circumstances surrounding these matters" these decisions had been taken in accordance with GEBE's articles of incorporation, in particular the article affording the shareholder the possibility to make decisions outside of an ordinary meeting of shareholders.