Published On: Tue, Dec 18th, 2012

Jardim received support for dismissal Van der Dijs as president Board of Aqualectra

WILLEMSTAD – Minister of Finance Jose Jardim received support from the advisor of Corporate Governance STBNO for the dismissal of Oswald van der Dijs as president of the Supervisory Board of IUH (Aqualectra).

In a memo dated December 13, 2012, the advisor of corporate governance indicated that there are no grounds strong enough against the Government’s decision of dismissing Van der Dijs. On December 3, STBNO received a letter from the Government dated November 30, 2012 in which the Government requested advice from STBNO on their intentions to dismiss the President of the Supervisory Board of IUH. The Council of Minister ratified this decision on December 5. STBNO also received a copy of the decision of the Council of Ministers and the report from the Government’s Accountants Bureau dated October 12, 2012 on IUH and also IUH Statutes dated December 18, 2011 and January 16, 2012.

Arguments brought forth by the Government are that Aqualectra’s shares in CUCH were transferred in 2011 to Curacao Refinery (RdK) without compensating the utility company. Consequence was that the value of these shares were marked as zero in Aqualectra’s annual report. The former management of Aqualectra protested against this but the share holder persisted by saying that the shares did not have any value since BOO was technically bankrupt.

According to STBNO, the shareholder had no right to do this since BOO’s shares had a value of 65.5 million guilders in Aqualectra’s books which was approved by accountants. The argument that the shares did not have any value can’t stand because when they were transferred to RdK, a profit of 65.5 million guilders was booked at RdK.

There were many correspondences proving that the former management was under a lot of pressure and threats of dismissal by the Minister of General Affairs (Gerrit Schotte) if they didn’t cooperate with the transfer of the shares. This transfer had serious financial consequences for Aqualectra. Oswald van der Dijs was president of the Supervisory Boards of RdK and IUH at the same time which is a situation of conflict of interest. There were seven members in the Board but only Van der Dijs and Treurniet signed for the transfer of the shares.

STBO believes that according to article 2.7 of the Civil Code and also conform the corporate governance code, the Board must be heard before being dismissed. STBO also indicates that a member of the Board must be able to function without fear from the one who appointed him. Article 2.12 talks about conflict of interest at the moment when a company is going to deal with a legal entity in where a member of the board has a management or supervisory role.

According to STBO, a member of the Board must be heard, it must be proven that a they did not comply or did not act in the interest of the company. Considering that Van der Dijs was president of the Board in both Public Companies he should not have participated in the negotiations, so it can be concluded that the President has failed conform article 2.12 of the code. STBO cannot deny that the transfer of the shares from IUH to RdK had negative consequences for IUH.

In conclusion STBO does not see any valid grounds against the Government’s decision to dismiss Van der Dijs as President of the Supervisory Board of IUH but advices the Government to first give the members of the Board the opportunity to be heard.

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