The board of directors of Belize Telemedia Limited (BTL), appointed by Prime Minister Dean Barrow in August 2009, at the re-nationalization of the company, was formally elected at the company’s annual general meeting, held on Thursday, February 25, 2010, at the Princess Hotel and Casino in Belize City.
There were eight directors appointed via Statutory Instrument in 2009: Dr. Manuel Esquivel, Dr. Carla Barnett, Retired Colonel George Lovell, Net Vasquez, Alan Slusher, Audrey Wallace, Anwar Barrow and Ambrose Tillett. Via individual resolutions, those same directors were put to the floor for re-appointment at the recent AGM.
Some shareholders were taken aback by that move, and questioned why other names had not been proposed or why they were not given a chance to propose different directors.
Jackie Willoughby Sanchez, President of the Public Service Union, which owns shares in Telemedia, asked the members of the head table why nomination slips for the election of directors had not been put inside the shareholder’s docket they received before the AGM.
BTL’s attorney and secretary to the board, Lois Young, SC, told shareholders that the idea is that the same directors will be re-elected, because they have a job to do to get the company ready for re-privatization, as the Barrow administration had promised.
Company chairman Nestor “Net” Vasquez told shareholders that they expect to divest at least some of the Government shares in 2010.
Attorney Young said that the Articles of Association were “inherited” from the former owners of the company, and those articles stipulate that nominations have to be sent in not less than seven days before the AGM, but not more than 28 days before.
Young furthermore said that they were trying to get this interim board elected to “regularize the situation.” At a subsequent AGM, she said, the rotation formula to replace directors would apply.
Shareholder Oscar Ramirez, an accountant of Dangriga who routinely attends and participates in the meeting, questioned why the directors did not bring a resolution to amend the Articles of Association at the AGM.
“That is bogus,” he commented.
Chairman Vasquez said it is the opinion of the board that the more appropriate time to change the articles is when the government divests itself of the supermajority it now holds in BTL. The intention, Vasquez explained, is for them to sit until the privatization, after which time some directors would step down.
In the end, a total of eight resolutions were passed to have the directors elected with very few “no” votes, but a sizeable number of abstentions.
Similar issues were raised at the first AGM after the vesting of the company from Belize Telecommunications Limited to Belize Telemedia Limited.
At a secret board meeting in January 2007, former directors outlined rules in the articles and memorandum of association of the company, indicating that the board of the company has the power to appoint directors, and furthermore, that no director can be appointed at a company general meeting that had not been recommended by the board itself.
This scheme came to light around the time BTL was vested, when the group of companies, dubbed the Ashcroft group of companies, held the vast majority of BTL’s shares, with the other shareholders holding only 6% — not much different from the existing state of affairs.
If you start out with a board controlled by a particular entity, as was the case on Thursday, February 25, that entity — in this case GOB — remains in control.
(The parts of the Articles of Association referenced are: 57 (1-3) and 61(1). Section 57(2) states that directors (other than those retiring), who are to be appointed or re-appointed, have to be recommended by the board.)