Sharine Daniel
~ Says she resigned to safeguard her application to be CEO ~
PHILIPSBURG--Outgoing Temporary Manager of utilities company GEBE Sharine Daniel believes that she was being made a “puppet” of the company’s supervisory board of directors (SBOD) and indicated in a statement on Monday evening that there had been differences of opinion between her and the company’s external counsel.
Daniel, who resigned last week, one day after the SBOD resolved to terminate her as Temporary Manager, said she plans to return to her post as Chief Internal Auditor of GEBE as of Friday, February 19, awaiting the decision on the appointment of the permanent directors of GEBE, as she is an applicant for the Chief Executive Officer (CEO) post.
“Pending my tenure as temporary manager, differences of opinion arose between the external legal representation of the SBOD and myself on the role of the SBOD in the absence of any permanent managing directors,” she said in her statement.
“More specifically, questions arose on the advice given to the SBOD on their alleged competencies to interfere with the day-to-day management of the company, on the alleged authority of the SBOD to represent N.V. GEBE in meetings with third parties without prior communication or approval of the temporary manager and/or shareholder and on the advice given to prohibit me, as temporary manager, to contact, engage, and/or discuss any company affairs with the shareholder directly or indirectly, which would make me, as temporary manager, basically a puppet of the SBOD.”
She said the advice given to the SBOD “directly endangered” the corporate structure of GEBE. “By addressing these concerns in the latest SBOD meeting, it became unfortunately clear that my longstanding amicable and constructive cooperation with the SBOD was now being compromised by the external counsel’s actions.”
Daniel said that while she had tried to remain silent as temporary manager on these “internal affairs,” she had decided to go public to, amongst other things, clarify the reasons she felt the need to step down, following an article that appeared in The Daily Herald on Monday, February 15.
In that article, the SBOD said via attorney Jairo Bloem that the SBOD in a meeting of Wednesday, February 10, had resolved to terminate Daniel as temporary manager as of this Thursday and to appoint a new temporary manager. Daniel tendered her resignation a day after SBOD’s decision.
Daniel said her decision to resign had been taken “with great regret,” but indicated that it was done “with the aim to distance myself from any controversial actions taken by others, to avoid further jeopardising my working relationship with the SBOD and to safeguard my application to serve GEBE in the position as permanent director (CEO) in coming years.”
On February 11, “I tendered my resignation as temporary manager, which letter was sent to the SBOD and the shareholder representative, Minister Egbert Doran. Three hours later, I received from the Supervisory Board of Directors a letter accepting my resignation and their confirmation that the appointment would indeed be ended upon my request.
“In fact, they informed me, without stating reasons, that they had also decided (after I left the board meeting in which I was provided additional tasks) to take the required preparations to terminate my appointment and to replace me as of this Friday, 19 February 2021. I was further directed to regulate the transition to my replacement (once formally appointed) during the course of this week,” Daniel said.
“In the upcoming shareholders meeting this Thursday, 18 February, I look forward to substantiating my concerns addressed in this letter in more detail as to make sure that the long-term cooperative relationship of the various corporate organs within N.V. GEBE will remain aligned and oriented towards improving stability and continuity of the company.”
In her release Daniel also sought to explain the corporate structure of GEBE and the competencies of the different corporate organs as established in the company’s articles of incorporation and the Corporate Governance Code.
She said that while the managing board (MB) has the corporate task to manage the day-to-day affairs of the company (including financial, social-economic and personnel management), the SBOD’s task is to supervise and advise the MB and give direction on the general trend to be followed by the company without infringing on the competencies of the MB.
Although the members of the MB and the SBOD are appointed by the shareholder, the SBOD may appoint a temporary manager if other managing directors are absent or precluded from acting, she said, adding that this temporary manager shall then be temporarily assigned the corporate task to manage the day-to-day affairs of the company (as far as it cannot be delayed) in awaiting the permanent managing directors.
The SBOD, she added, shall also then have the task to supervise management, without infringing on the competencies of the temporary manager.
“The SBOD, on November 1, 2020, in their attempt to prevent a void in the top management of the utility company, appointed my person, … Sharine Daniel to steer its operations.
“I was appointed as temporary manager and was the preferred choice for this appointment based on my, and deemed so by the Supervisory Board of Directors, higher level qualifications, over seven years’ experience within the company, knowledge of the overall processes of the company, and selection as of one of the two top candidates for the function of CEO after ‘an extensive and rigorous recruitment process.’
“My appointment as temporary manager was in awaiting the appointment of the already-recruited candidates for the management positions of Chief Executive (CEO), Chief Operations (COO) and Chief Financial Officers (CFO),” she said.
Daniel said it had been an honour and privilege to serve as GEBE’s temporary manager.
