GOVERNMENT OWNED ENTITIES IN CURACAO
Concerns about additional authorities Ministers
Attorney Karel Frielink is concerned about the additional authorities which cabinet-members have appropriated over government NV’s.
According to Frielink, who is also President of the Bar Association, these extra authorities increase the chance of ‘political influencing, favoritism and other forms of abuse’ within government institutions.
In an opinion paper, published in the Antilliaans Dagblad, Frielink comments on the model articles of association (statuten) recently drawn up for government companies by order of the country Curacao. According to the government’s explanatory notes, the new model articles of association particularly dwell on the exceptional position of government NV’s in the local community. One argument that the government mentions, refers amongst other things to the fact that these NV’s owe their existence and capital mostly to the input of money or means by the country Curacao or its predecessors. In addition, the government points out the monopoly position of several NV’s. For the greater part, government companies are also entrusted with performing a public task, and therefore collect public monies directly or indirectly. The government further points out that these companies actually act as an administrative organ or act in a form comparable to a government body.
The conclusion of all this is, according to the government, that the government companies have an exceptional responsibility towards the society. Therefore, such companies must not only pursue commercial targets, but also the proper social-economic development of Curacao and for that matter, serve the general interests of Curacao.
However, according to Karel Frielink, the issue at hand has been constituted in the model articles of association by granting the shareholders meeting (i.e. the government) and the Board of Supervisory Directors of the companies in question far-reaching powers. The most important power is that empowering the shareholders meeting to give specific instructions to the board, which the board must, in principle, observe. As Frielink explains, this boils down in practice to the fact that by order of the shareholder (i.e. the government), the board can be compelled to conclude certain legal transactions.
“Based on the model articles of association, the management board of a government company could be compelled to employ certain people, to purchase or sell certain assets, to enter into or break certain co-operations, etc., and subsequently they increase the influence of (the government of) the country Curacao as shareholder on the daily state of affairs within the government companies considerably. That is a very undesirable development which increases the chance of political influence, favoritism and (other forms of) abuse,” says Frielink. He points out that one must govern and steer government companies from a professional perspective, and therefore from a commercial viewpoint.
Source: Curacao Legal Portal
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