The Silent Gatekeeper
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Corporate governance may be the latest buzzword in St. Maarten, but it’s a rulebook politicians flip through only when it suits them. The failures of government-owned companies are no mystery. They come from political interference, ignored safeguards, and ministers who withhold information, discard advice, and refuse to provide the written justifications that the law requires.
That is precisely what the Corporate Governance Council (CGC) was set up to prevent when it was written into law in 2009 and formally established on 10-10-10, the day St. Maarten gained country status. Its job was clear from the start: to keep politics out of boardrooms and ensure government-owned companies were managed in the public interest.
By law, ministers must seek the CGC’s advice before making decisions on board appointments, dismissals, dividend policies, acquisitions, or shareholder instructions. If they deviate, they must explain why in writing and send both the advice and their reasoning to Parliament within one week. On paper, this safeguard should have protected companies like GEBE, PJIA, Telem, Harbour Holding, Winair, and SLS. In practice, it has been cast aside whenever inconvenient.
The Audit Chamber exposed this reality in two reports. In 2016, it reviewed 44 supervisory board appointments. Half were made without consulting the CGC. At PJIA and Telem, 4 of 5 appointments bypassed oversight. At SLS, it was 5 of 6. Even at GEBE, where 14 appointments were reviewed, 2 went through without oversight, proof that safeguards were treated as optional. The Audit Chamber warned that this disregard for the rules “threatens the integrity of government”.
One year later, nothing had changed. Out of 23 director appointments made between 2015 and 2017, only 1 followed the law. The rest either ignored the CGC’s advice or never asked for it. The Chamber summed it up bluntly: the rule was supposed to be “comply or explain”. In practice, it became “ignore and proceed”.
And proceed they did. At GEBE, no written justification was ever provided when recommendations were rejected. The result was blackouts, instability, and a revolving door of directors. At PJIA Holding, the brother of the then-Minister of TEATT was appointed director in 2017. The minister stepped out of the vote, but the conflict of interest remained obvious. This was the pattern: sidestep responsibility, let colleagues sign off, and pretend the problem disappears. It doesn’t. It is window dressing, and the price was an airport stuck in stalled reconstruction and financing woes. At Telem, directors were installed as placeholders for political agendas instead of competence. And where is Telem today? Struggling to survive, lagging in service, unable to deliver the telecom backbone the country needs.
The Harbour remains one of the island’s strongest economic drivers, but its history of contested deals and drawn-out court battles is a reminder that no company is immune to weak governance.
Sadly, the failures didn’t end there. In 2022, as part of the Country Package with the Netherlands, a government-commissioned review by PricewaterhouseCoopers (PwC) confirmed the same pattern. The CGC was still being ignored. Shareholder meetings often never took place. Even Parliament wasn’t receiving full financial information. Basic checks like pay rules, public reporting, and follow-up were missing across the board. PwC’s conclusion was blunt: St. Maarten does not suffer from a shortage of laws. It suffers from selective enforcement.
Nowhere is that failure clearer than in the CGC itself. Public records show only one sitting member, even as new supervisory board appointments are being discussed. That seat was filled by decree in 2020 and quietly renewed in 2023 until 2027. An institution meant to safeguard independence and renewal has been hollowed out into a shell. A safeguard that exists only on paper is no safeguard at all. The neglect runs deeper than vacant seats. Even the funding structure undermines independence. Since 2017, the CGC’s annual budget of XCG 438,616 has come not from the national treasury but from the very companies it is supposed to monitor. A 2017 national decree, based on SOAB’s recommendations, split the cost equally among PJIA Holding, SMHC, TelEm Holding, and GEBE, each paying XCG 109,654. If they falter, so does the Council’s ability to function.
Independence should never hinge on the financial health of the companies under supervision. Its funding belongs in the national budget, secured and untouchable. But money is only part of the story. The deeper failure lies with leadership that continues to turn a blind eye to accountability. Which brings us to Parliament. Should some of the current MPs be held accountable? The record speaks for itself. A number of sitting members are not merely bystanders. They are the architects of modern-day St. Maarten’s governance failures. Many once served as commissioners, island council members, ministers, directors, or supervisory board members before moving into Parliament, normalizing the very practices now under scrutiny.
The failures are clear, and so are the solutions. Both the Audit Chamber and PwC laid out nearly identical recommendations, sending the same message: the system can work, but only if leaders stop ignoring it. They called for:
• Strict enforcement of the Corporate Governance Ordinance.
• Publishing written justifications whenever ministers deviate from CGC advice.
• Making all CGC advice public, not just to Parliament.
• Renewing and rotating CGC membership to prevent stagnation.
• Setting and following clear rules for remuneration, reporting, and shareholder meetings.
• Securing CGC funding in the national budget (not from the companies it oversees).
• Shifting shareholder power from one minister to the full Council of Ministers.
The government has promised reforms through a “Corporate Governance Improvement Plan”, even suggesting the CGC could be transformed into a full Authority. But promises on paper are not protection in practice. Until reforms are implemented and enforced, the same failures will repeat.
That is why more must follow: fixed terms and mandatory rotation of CGC members, an independent vetting committee like the Electoral Council to guarantee competence and integrity, and real consequences when ministers ignore advice. Not embarrassment. Not spin. Real accountability.
Collapse is no longer a warning on the horizon; it is here. Every inflated bill, every blackout, every broken promise is proof. Politicians gaslight the public, acting as though these failures fell from the sky. They didn’t. They were built, appointment by appointment, by those who dismantled the safeguards meant to protect the country’s most strategic assets.
Here lies the bitter truth: St. Maarten has the talent. But talent without integrity is wasted if politics holds the keys. The debate cannot be only about giving seats to “our own”. It must also be about fixing the steering wheel, ensuring that those appointed, whether to boards or director roles, are chosen through law, not loyalty, and that they serve the people, not political masters.
Until that happens, corporate governance in St. Maarten will remain what politics has turned it into: appointments as currency, loyalty over competence, and public trust as collateral damage.