~New COO approved, CFO being finalised~
PHILIPSBURG--Government, as shareholder of NV GEBE has approved the appointment of a new Chief Operating Officer (COO) for the company, while suspending any further decision on the permanent appointment of a Chief Executive Officer (CEO) pending the outcome of an internal investigation involving the current temporary manager Thomas Roggendorf.
Prime Minister Dr Luc Mercelina made the announcement during the live Council of Ministers press briefing on Wednesday. Mercelina said there is currently an internal investigation underway involving the temporary manager. The investigation is primarily related to complaints filed by department heads of GEBE. In light of this, the shareholder has suspended any further resolution concerning the permanent appointment of the CEO pending the outcome of the investigation.
As it relates to the Chief Operations Officer (COO), the Prime Minister said the resolution for the appointment of the COO has been duly signed and transmitted to the Supervisory Board of Directors (SBOD), with a proposal for the board to finalise the applicable service agreement. This completes the shareholder’s approval of a new COO for the utility company.
At the same time, the shareholder confirmed that the process for appointing a Chief Financial Officer (CFO) is being finalised. The CFO candidate was duly selected and presented to the shareholder through the binding nomination procedure. The next steps include finalising appointments to the Supervisory Board of Directors before proceeding with the formal appointment of the CFO.
SBOD
The Supervisory Board of Directors of GEBE currently consists of three members, with the term of one member nearing expiration. Under the Articles of Incorporation, the board must at all times be composed of a minimum of three members.
The shareholder has identified and screened four candidates for appointment to the Supervisory Board. A draft resolution regarding their appointment will be circulated in the coming week to obtain advisory votes from the existing three supervisory board members and the current temporary manager. This step follows the procedures outlined in the Articles of Incorporation, which require advisory input from both the supervisory board and the managerial board during the final phase of appointments.
The proposed appointments have already received a positive advisory opinion from the Corporate Governance Council. Once advisory votes are received from the managerial and supervisory boards, the shareholder will proceed with appointing the new supervisory board members.
C-Suite
The shareholder is currently in the phase of appointing GEBE’s C-suite management, beginning with the COO. After finalising the composition of the Supervisory Board, the process will continue with the appointment of the CFO.
Under the Articles of Incorporation of NV GEBE, appointments to C-level positions are initiated through a binding nomination procedure. The Supervisory Board of Directors is required to submit two binding nominations per C-level position to the shareholder. In this case, the Supervisory Board submitted two candidates for the position of CEO. However, it submitted only one candidate for the CFO position and one candidate for the COO position, instead of the two required under the Articles of Incorporation.
The Prime Minister said the locally based and preferred candidate for CEO, Troy Washington, passed away unexpectedly. He had been the preferred candidate to occupy the CEO position following the selection procedure. As a result, the Supervisory Board proceeded with the appointment of a temporary manager, who had been the second binding nominee for the CEO position.
The temporary manager is not the CEO of the company but continues to serve in an interim capacity, the Prime Minister said. Subsequently, this temporary manager engaged the nominated CFO candidate as a financial consultant to the company. Since mid-last year, GEBE has been operating with a temporary manager and a financial manager working on a consultancy basis.
With respect to the COO position, the initially nominated candidate withdrew from consideration. In the absence of a second binding nominee, no additional candidates were presented to the Supervisory Board. Applying the same reasoning previously relied upon in the CEO appointment process, the shareholder resolved to proceed with the next suitable candidate.
The shareholder reviewed candidates who had passed the final round of the earlier recruitment process and, given the urgency and challenges facing the country and the company, decided not to delay the process further. The selected individual was recently appointed as COO.
Mercelina said following the appointment of the COO, the shareholder will move forward with appointing new members to the Supervisory Board of Directors. After that, the process for appointing the CFO will be completed.
Mercelina said these selections are not government appointments. The recruitment and nomination process for GEBE’s C-level positions was already underway when the current administration took office in May last year. The shareholder continued with the existing process to address challenges at the company and fill the vacuum that existed at the C-suite level.
