Port-inquiry: Minister Pantophlet broke every rule in the book of corporate governance

PHILIPSBURG – Romeo Pantophlet broke every rule in the book of corporate governance after his appointment as Minister of Tourism and Economic Affairs in 2012. This appears from the petition the Public Prosecutor’s Office submitted to the Common Court of Justice last week Tuesday in its quest to obtain permission for a civil inquiry at the harbor group of companies. The petition also triggers new questions about the involvement of United St. Maarten partyleader MP Frans Richardson.

Immediately after his appointment, Pantophlet demanded on August 29, 2012 that all five members of the supervisory board of directors submit their resignation. The board consisted at the time of Humphrey Mezas, Joseph Richardson, Renald Williams, Kelvin Bloyden and Miguel Alexander.

“We would like to put some younger people on board with new ideas to put our country forward in a positive direction.” (Pantophlet quoted in Today, August 30, 2012).

Bloyden and Alexander had just been appointed on May 1, 2012. In a letter dated June 28, Pantophlet had already attempted to put these two appointments on hold.

The prosecutor’s office concludes in its petition that the decision to fire the board members “seems hardly motivated.”

The only reason the minister gave was that there was a new vision for the port and that the board needed to be rejuvenated.

Media reported that Pantophlet wanted to block the appointment of Bloyden and Alexander because these were decisions by the previous government.

After the dismissal of the board members, Mezas and Williams were reappointed. Alexander and Bloyden initially refused to step down, but they finally packed their bags on December 1, 2012.

Former Minister Pantophlet did not rejuvenate the board at all: he reappointed Humphrey Mezas (born in 1936) and Renald Williams (born in 1949).

The prosecutor’s office notes that the actions of the shareholder representative (Minister Pantophlet) is not in line with applicable legislation. The Corporate Governance Code allows so-called ‘premature retirement’ only in case of “inadequate functioning, a structural difference of opinion, incompatibility of interest or if integrity is an issue.”

Pantophlet did not, as applicable law prescribes, inform the Corporate Governance Council about his intention to fire the board members.

After Bloyden, Alexander and Richardson stepped down, the board consisted of two members – Mezas and Williams. In March 2013, attorney Jason Rogers joined the board. According to the petition, this is still the situation today; a three-man board, while the port based on its own articles of incorporation should have at least five board members.

Pantophlet broke more rules, it appears from the petition. On October 31, 2012, he instructed the supervisory board of directors not to make any statements about certain issues. Pantophlet explicitly forbid the board to take decisions, for instance about the port’s 2012 budget.

Bloyden and Alexander left the board because they did not receive information anymore and because there were no more board meetings, while the port or the shareholder were taking decisions without the necessary permission.

The petition notes that board members are not obliged by law to follow instructions from shareholders. However: “Nothing shows that the board has opposed the course of events or that it has made efforts since 2013 to put a stop to the deficit.”

The dismissal of Bloyden and Alexander was the subject of a meeting of the Central Committee of Parliament on December 16, 2012.

A report about this meeting in the Today newspaper shows the position of MP Frans Richardson – at that time an independent member of Parliament and currently a suspect in the Emerald and Squid investigations. Emerald is about fraud at the port companies and the payment of $370,000 in bribes to Richardson; Squid is about vote buying during the 2016 elections.

In this meeting, Richardson dismissed the Corporate Governance Council, saying that it “only offers advice and that decisions are up to the minister.”

About suspicions that the port had been selling sand, Richardson said: “Members are asking questions on their self-interest. I have none. Seriously, you wonder if you are in a coalition-government. we can open a Pandora’s box about the past but my minister did not sell any sand.”

Richardson has also been linked to Checkmate Security, but in December 2016 he vehemently denied that he is a shareholder of this company. Because companies are under no obligation to make their shareholders register public, it is not possible to independently verify this statement. The prosecutor’s office, asked about Richardson’s possible involvement with Checkmate, said at the time that it was unable to provide information because the investigation was ongoing.

The Parliament was in uproar about the new contract the harbor had signed with Checkmate Security. The company had just been sold by its previous owner, Michael Kuiperi to O’Neal Arrindell. The contract Arrindell got from the harbor was worth three times as much as the old contract.

Richardson defended the Checkmate contract in a letter to the editor, after today had suggested that he is a shareholder. “If as an MP, I feel like highlighting the fact that a company will be paying its employees better wages in a time when cost of living on St. Maarten is sky high, does this mean I’m a shareholder of the company?”

Based on this remark, it seems that Richardson thought there was nothing wrong with the Checkmate contract. But the kickbacks he received from dubious harbor contracts, put all these remarks in a different perspective.

That money played an important role at Checkmate, appears from a Facebook-post made by its director O’Neal Arrindell. It shows a huge pack of 50-euro banknotes. Those denominations have in the past frequently been linked to drug dealing.

Photo caption: O’Neal Arrindell’s Facebook post showed a fat pack of 50-euro banknotes. Photo screenshot.