ACP-SXM raises governance red flags at GEBE calls for audit of decisions

GREAT BAY--The Association for Consumer Protection St. Maarten, ACP-SXM, is calling for urgent clarity on the governance structure of NV GEBE, after President Peggy-Ann Richardson raised concerns about the utility company’s supervisory board, temporary management structure and decisions taken during the 14-month tenure of former transition manager Thomas Roggendorf.

Speaking during a radio appearance with ACP-SXM Treasurer Solange Apon, Richardson said the association obtained an updated Chamber of Commerce excerpt dated June 4, 2026, which, according to her, points to several governance concerns at GEBE. She said those concerns are not merely internal company matters, but issues that affect consumers because GEBE’s decisions directly influence billing, service continuity, disconnections, customer relief and public trust.

“When there is a governance deficit in an organization, you have a deficit in the manner in which critical decisions are taken,” Richardson said. “Where NV GEBE is concerned, critical decisions are taken that negatively impact consumers.”

Richardson said ACP-SXM’s concerns are based on its review of GEBE’s governance structure and Articles of Incorporation. She identified four main areas that, in her view, require immediate public explanation and formal review.

The first concern, she said, is the composition of the Supervisory Board. According to Richardson, the Chamber of Commerce excerpt shows only four members on the Supervisory Board, while Article 12.1 of GEBE’s Articles of Incorporation requires five members.

Richardson said this raises a basic but important governance question: if the Articles require five supervisory directors, why is the company currently reflected with only four? She said the shareholder and the company should explain whether the board is properly constituted, whether vacancies exist, and what effect, if any, this may have had on board decisions.

She also raised concern about what she described as a possible dual role involving the chairman of the Supervisory Board. Richardson said the same person appears to hold a position on the Advisory Board, which she described as a governance red flag because it could affect the ability of that individual to function solely and independently as chairman of the Supervisory Board.

Richardson said ACP-SXM is not making the issue personal, but is focused on whether the structure meets accepted standards of governance, independence and accountability. She said a utility company facing major billing, operational and consumer-confidence issues should not have any ambiguity in its oversight structure.

The second concern raised by ACP-SXM is the absence of a managing board. Richardson said Roggendorf was appointed by the Supervisory Board as transition manager, but argued that this is not the same as a constitutionally appointed managing director or CEO appointed by the shareholder.

According to Richardson, that distinction matters because a transition manager derives authority from the instrument that appointed him, not directly from the Articles of Incorporation in the way a properly appointed managing director would. She said the public needs to understand exactly what authority was granted, who granted it, what limits were attached to it, and how accountability was structured.

Richardson said Roggendorf served as transition manager from April 3, 2025, for approximately 14 months. In her view, that period exceeds any reasonable interpretation of a temporary appointment.

“A transition manager is supposed to be there for a short period when the company needs immediate decisions because the executive structure is absent,” Richardson said. “Not for 14 months.”

ACP-SXM said the length of that temporary appointment is central to the issue. Richardson argued that a transition role may be understandable when a company needs short-term continuity, but that a 14-month arrangement at a public utility company raises questions about whether the temporary structure became a substitute for proper executive appointment.

She said this is especially concerning because, during that period, major decisions may have been taken on applications, budgets, billing system operations and other matters that may have affected consumers.

Richardson said ACP-SXM is therefore calling for an audit of every major decision taken during Roggendorf’s tenure as transition manager. She said the review should examine his authority, how that authority was defined, whether decisions were properly approved, and whether those decisions had a negative impact on consumers.

“This vacuum that has been created now requires an audit to be executed immediately on every decision that was taken,” Richardson said. “The audit should look at the authority that he had to take those decisions, how that authority was defined, and whether those decisions negatively impacted consumers.”

ACP-SXM said Roggendorf’s resignation makes the need for review more urgent, not less. Richardson said the resignation leaves GEBE with an even greater management and accountability vacuum at a time when consumers are still demanding answers about billing, disconnections, disputed balances and the company’s overall handling of public concerns.

The third concern, according to Richardson, is what she referred to as the expiration of the nomination deadline under Article 7.4. She said this is an area where the shareholder must also answer, because the shareholder has responsibility for certain appointments and governance actions. Richardson said ACP-SXM believes that if deadlines or appointment procedures were not properly followed, the public should be told why and what is being done to correct it.

The fourth concern, she said, is the extent to which Roggendorf appeared to be operating as de facto full management rather than as an emergency caretaker with limited authority. Richardson said the association wants clarity on whether the temporary title matched the actual authority being exercised inside the company.

ACP-SXM said this question is important because consumers have been affected by decisions made during that period. Richardson said if a temporary manager was functioning with broad authority for more than a year, the public deserves to know whether that authority was clearly documented and properly supervised.

She said the issue cannot be separated from the broader questions surrounding GEBE’s governance and the company’s response to consumer complaints. In ACP-SXM’s view, weak or unclear governance can lead to weak or unclear decision-making, and those decisions ultimately affect the public through bills, payment plans, disconnections and customer-service outcomes.

Richardson said the Supervisory Board should be among the first areas reviewed, because proper governance and oversight are central to protecting the public interest. She said the purpose of a Supervisory Board is not only to oversee management, but to ensure that the company is operating within its legal, financial and public-service responsibilities.

ACP-SXM stressed that its concerns are not directed at ordinary GEBE workers. The association has repeatedly stated that employees should not be threatened, harassed or blamed for structural decisions made above them. Richardson said the focus is on the company’s governance, decision-making and accountability framework.

The association is calling for immediate answers from GEBE, its shareholder and relevant oversight bodies on several questions: whether the Supervisory Board is properly constituted, whether any dual-role concerns exist, whether there is a valid managing board, what authority was granted to the transition manager, whether all decisions taken during the transition period were validly authorized, and whether those decisions had a financial or operational impact on consumers.

ACP-SXM said these concerns will form part of its broader consumer protection effort as the organization prepares for its June 15 peaceful consumer rights march and the formal submission of a legal petition to GEBE.

Richardson said the public deserves more than general assurances. She said consumers have a right to know who made decisions, under what authority, who supervised those decisions, and whether those decisions contributed to the continued financial and administrative strain faced by households and businesses.

ACP-SXM said it will continue to press for transparency, accountability and lawful resolution, while urging the public to remain peaceful and disciplined in its actions.

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