The Corporate Governance Council (CGC) of St. Maarten indicated that lack of information on Dexter Doncher’s nomination prevented it from rendering a complete advice to Acting Minister of Tourism at the time Rafael Boasman regarding Doncher as Director of Princess Juliana International Airport Holding Company (PJIAH).
The Daily Herald obtained a copy of the advice rendered to Minister Boasman on March 31. Four days later, Doncher’s sister Melissa Arrindell-Doncher was sworn in as Minister of Tourism, Economic Affairs, Transportation and Telecommunication (TEATT). The CGC did make it clear and acknowledged that Doncher has vast business knowledge and experience of the airport, having served on the supervisory board for a lengthy period.
The CGC only renders advice based on established guidelines that it follows. To meet these guidelines, the CGC depends on information presented to it by Government, according to the report.
In Doncher’s case, the CGC informed the Minister on March 31 that its advice in part must end in an objection to the appointment specifically due to lack of information about the process and articles of incorporation that it suggests should be amended. The CGC also told the Minister it had not been provided with information about how Doncher had been selected.
However, the CGC acknowledged that the PJIAH articles of incorporation which the Minister met and must work with do not mention any profile requirements for the position in question. According to the CGC, the Minister informed it of this fact and indicated that Dexter Doncher had been selected based on his qualifications and in keeping with the Corporate Governance Code.
The CGC also explained that although the company’s articles of incorporation stipulate that four supervisory board members are needed to directly appoint a director, only three unanimously voted to do so. The CGC said the articles of incorporation allow this if the director vacancy exists for more than two months.
This newspaper has learned that the vacancy of director has existed for seven years with Joe Peterson serving in a caretaker role since 10-10-10. Although the CGC indicated that a recruitment process would be ideal, the PJIAH articles of incorporation also do not specify that a recruitment process should take place.
The CGC advised the Minister to amend the PJIAH articles of incorporation in such a way that they are in conformity with the Corporate Governance regulations. A profile for the functions of the PJIAH Management Board must be established.
A transparent recruitment and selection procedure should be established and followed in line with the Corporate Governance principles.
Finally, at least two board members should be appointed to the PJIAH Supervisory Board of Directors. Presently there are two members on the board; the Minister plans to appoint three additional board members soon. According to the PJIAH articles of incorporation, decisions can be made by just one member if there are no other board members.
TEATT Cabinet press spokesman Mike Granger, when asked for comment, said the CGC’s advice had been noted and its recommendations looked at moving forward. However, Granger said Minister Boasman acknowledged to the CGC from the start, for example, that no profiles existed for persons to fill the role of Director, but that due diligence had been executed in nominating Dexter Doncher, who has vast experience at the airport.
Granger also said the process is already underway to identify and appoint additional members of the Supervisory Board of Directors.
“In the absence of some of the issues the CGC would like to see covered, crucial work for the country and the Airport has to move forward. The boards of these companies can address corporate code shortcomings in its articles of incorporation, but the work cannot stop in order for this to happen,” Granger added.
“For the vacant position Mr. Doncher brings a wealth of experience, having served on this same board from 2012 to 2014 as a member and as Chairman. He is more than familiar with the dynamics surrounding the Airport in general and the functioning of its boards. He has also served on the board of the Harbour Holding Company. Mr. Doncher has served both strategic ports with distinction and is professionally qualified to fill the vacancy for which he is being nominated.”
It should be noted that the CGC does not have the authority to decide on requirements for the function of director and could not give its opinion as to whether Doncher qualifies. “The Council merely advises on proposed profiles and when it comes to an appointment advises whether the respective candidates meet the established profiles,” the CGC said in its letter to the Minister.
Doncher was appointed by the Council of Ministers to the PJIAH Board on May 30. The Board still has to vote to make Doncher director of PJIAH. Minister Melissa Arrindell-Doncher did not vote in the meeting due to the fact that Dexter is her brother.
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