Lambert: GEBE Board and Director responsibilities not one and the same

~ Two directors coming, Heyliger gets info ~

PHILIPSBURG--GEBE Supervisory Board Chairman Julius Lambert dispelled on Tuesday the notion that the responsibilities of the board and those of the company's Managing Director are the same, by stressing that the Managing Director is responsible for his own actions and can be held liable for financial harm to the company caused by his own gross negligence.

Lambert was responding to inquiries from The Daily Herald regarding Minister Theo Heyliger's recent statement that he was unsure whether he would receive responses to his many letters to GEBE's Managing Director William Brooks. Heyliger said in part that his only recourse would be to remind the board of its role and instruct it to take measures to safeguard the company forthwith.

Lambert said the statement "the Supervisory Board, being held co-responsible" might tend to create the public perception that the "responsibility of a Supervisory Director and that of a Managing Director is the same."

"Each entity has its own distinct different responsibility," Lambert said.

However, he said the Supervisory Board members also could be held liable for financial harm to the company only if they were aware of misconduct of the Managing Director that resulted in the financial harm to the company and could not prove they had undertaken sufficient actions to prevent the financial harm.

"From the many correspondence, documentation and measures undertaken by the Supervisory Board, it can be extracted that the Supervisory Board has done everything within its authority to see to it that the Managing Director complies with the laws that govern the company and manages the company in accordance with basic business principles," Lambert explained.

He added that the board was responsible for the supervision of Management's policy and the general affairs of the company, and had an advisory function in giving advice to the Managing Director. "It is good to note that, contrary to the general belief in our society, the Supervisory Board may never give an instruction to a Managing Director," he said.

"The Managing Director is responsible for the management of the company and he represents the company in all matters regarding the company. The Supervisory Board may advise the Managing Director, but the Managing Director is not in any way obliged to accept an advice or act according to an advice of the Supervisory Board of Directors," he added.

With regard to the information requested by Minister Heyliger, Lambert said management and employees, "under the watchful eye of the Supervisory Board," were busy working on the requested information and certain parts of the requested information already had been submitted to the Minister.

"I must also be realistic and inform that the preparation of certain requested information is very time-consuming and may not be readily available within 60 days as requested by the Minister.

"For example, presently all efforts are being undertaken by management and personnel of GEBE together with the external auditors to have the 2010 financial statements completed by September 30, 2011, [but] this date will not fall within the 60 days, as set by the Minister. But that the necessary work continues to be performed by management and the personnel of GEBE is a sure thing," Lambert said.

Source: http://www.thedailyherald.com/islands/1-islands-news/19528-lambert-gebe-board-and-director-responsibilities-not-one-and-the-same.html

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