Country Code obligates to good governance-Anchor observance in Articles of Incorporation

September 16, 2009 6:58 AM

The State Ordinance Corporate Governance obligates the Country of the Netherlands Antilles to implement good governance as much as possible in those corporations and foundations where the government has influence.

It concerns good entrepreneurship, including honorable and transparent conduct. As appears from the documents – dated August 19, 2009 – recently sent to Parliament, but according to reports also to the Central Committee of the Island Council.

The principles and concrete provisions laid down in the Code Corporate Governance (Code) of the Country show what is understood by good governance.

The intention is that the persons and parties involved in the corporations and foundations where the government has influence (Managing Directors, Supervisory Directors, shareholders and external accountant) observe these principles towards each other.

This observance should be anchored in the Articles (of Incorporation) of the corporations and foundations in question, while, the government should use its own possibilities under private law to exercise influence in the corporations and foundations.

The Code is applicable to all corporations having their seat in the Antilles, the shares or depositary receipts of which are owned by the government in whole or in part, directly or through a third party.

The Code is also applicable to foundations with regard to which the governor or the minister under whose responsibility the foundation falls decides on the appointment or dismissal of one or more members of the Board or of the Supervisory Board (“RvC”) or decides on the amendment to the Articles of Incorporation.

“RvC” model is starting point

The starting point is, according to the explanation of the general principles of the State Ordinance Corporate Governance, that the provisions of this code proceed on a foundation structure based on the “RvC” model. The most important characteristics of this “RvC” model are the following: first, that the Management Board (“RvB”) is the board (board according to the Articles of Association) of the foundation and has independent management authority. The “RvB” is given all powers, with the exception of the powers assigned to the “RvC”. And secondly, that the “RvC” of such a foundation has three tasks: advising the “RvB”, supervising the “RvB”, and several special tasks, such as appointing and dismissing Managing Directors and approving important board resolutions. Applying the provisions of the Code implies that the Articles of Association of the foundations in question have to be adjusted in conformity with the “RvC” model. On Friday, September 18, VanEps Kunneman VanDoorne and The Galan Group organize a theme afternoon “Bouwen aan goed bestuur” (Building good governance) meant for members of Supervisory Boards, general managements, executive managements, and of boards and management teams.

(Source: National newspaper “Antilliaans Dagblad”)

September 14, 2009

VanEps Kunneman VanDoorne (Frank Kunneman and Mayesi Hammoud) participated in the preparation of the State Ordinance Corporate Governance, while this law firm will, together with The Galan Group, organize a seminar on the subject on September 28th next.