Corporate Governance #14: Velvet
It is hard sometimes to give up a position of power. All kinds of proverbs and sayings mention it: “The velvet is so comfortable”, etc. This is no different for supervisory directors. I already wrote about the tendency of some supervisory directors to stretch their powers under the law and the articles of incorporation by taking the management board’s place. This is an aspect of undesired expansion of power. Another aspect of expansion of power is repeatedly postponing stepping down. Now there is an interesting dilemma.
Corporate Governance #13: Not efficient? Get rid of it!
Compliance, Risk Management, Regulatory, Ethics, Governance. Twenty-five years ago hardly anyone knew these words. You were ridiculous if you requested attention for these matters at a boardroom level. This is completely different now. Regulators roll over each other on the small islands of the Dutch Caribbean. All managing directors and supervisory directors participate in courses on Corporate Governance. Supervisory Boards form risk committees on instructions of the supervisors. Each company that is taken seriously appoints a compliance officer or appoints a new officer in that position. At the same time, the complaints about all this control-freakiness increase. Managing directors realize that they have increasingly less time for their core activities. The benefit of all these rules is not always visible, and often not at all. This is the problem.
Corporate Governance #12: Fortress
Everyone knows what a foundation is. Few people can tell you. Legally, a foundation is a separate capital. Actually, it is a fortress, a construction difficult to penetrate from outside. By definition, a foundation does not have members. By definition, a foundation does not have a shareholder. A foundation does have a board and the board is the boss. In many cases, the board of the foundation itself determines who the (next) board members are. Nobody outside the foundation can influence that. Thus, the foundation is about the most undemocratic legal form we know.
Corporate Governance #11: There is corporate governance and corporate governance!
Wrongdoings and irregularities in large private companies have accelerated the development of corporate governance. Legislation in countries outside the Dutch Caribbean is often aimed at improving corporate governance in “large” private companies. You have to think of private companies with thousands and often tens of thousands of employees. The Code Corporate Governance in the Netherlands, for instance, only applies to companies listed on the stock exchange. In Curaçao however, the Code Corporate Governance does not apply to the private sector. Corporate governance legislation in Curaçao is aimed at so-called “state-owned companies”. So there is corporate governance and corporate governance.
Corporate Governance #10: Paid in accordance with performance
Being paid in accordance with performance means that one gets paid in conformity with the content and requirements of the work performed. How does this work with directors and supervisors of companies and foundations? That is a tricky question. We know all the examples of directors of companies who receive very high salaries and generous bonuses. We also know examples of directors of foundations who perform much work for years without receiving any consideration for it. How is that possible?
Day of the Supervisory Board 2013: documentation
On 28 November, VanEps Kunneman VanDoorne organized the Day of the Supervisory Board in cooperation with The Galan Group and Linkels & Partners. With over 60 participants and a lively panel discussion, the Day was a succesful edition of the annual event. Robbert Kroon (The Galan Group) acted as moderator and introduced six keynote speakers: Nelson Navarro (Minister of Justice) opened the day, followed by presentations by Donald de Palm (Advisor Corporate Governance), Mike Willem (president Evaluation Committee Corporate Governance), John Soliano (director Bonaire Holding Maatschappij), Harald Linkels (Linkels & Partners) and Frank Kunneman (VanEps Kunneman VanDoorne). The five presentations that were held during this day can be downloaded on our website now.
Consultation reaction Electricity and Drinking Water Act BES
In Bonaire, St. Eustatius and Saba, new legislation is currently being developed in order to regulate the production and distribution of electricity and drinking water. With this new legislation, the government aims to realize reliable, affordable, sustainable and high-quality service that is guaranteed for all consumers. On 1 November, the consultation phase in this regard was closed, and VanEps Kunneman VanDoorne has contributed with a reaction to the draft act.
New legislation: Personal Data Protection Act
As per 1 October 2013, the Personal Data Protection Act (PDPA) has come into effect in Curacao. This legislation, and the existing privacy legislation on other islands within the Dutch Caribbean as well, influence your business. VanEps Kunneman VanDoorne is happy to update you on the essential implications of this legislation. For this purpose, we’ve created a dedicated mini website
, and we organize a seminar
on this topic on 12 November.
Corporate Governance #9: SBTNO
In recent weeks, the SBTNO has been discussed in the news a lot. SBTNO stands for: “Stichting Bureau Toezicht en Normering Overheidsentiteiten” (Foundation Bureau Supervision and Standardization Government Entities). That is quite a long name. In a recent advice, the SBTNO judged that there are insufficient reasons to justify the dismissal of the supervisory directors of Curoil NV. What does the SBTNO derive the right from to make such a judgment?
Corporate Governance # 8: Power of persuasion and power to be a nuisance
There is no doubt that supervisory directors and supervisors merely provide their advice and activities for the benefit of the company. Only the company’s interest is the guideline. However, this does not always work out well. The most common example hereof, that we briefly introduced in the issue “The police are your best friend”, is the supervisory director that ‘occupies the managing director’s chair’. In this 8th edition, Frank Kunneman
discusses how you can prevent the supervisory board to become a nuisance.