August 15, 2013
Members of the Board of Directors
Anglec
The Valley, Anguilla
Dear Directors,
Please be informed that I hereby resign as a member of the Board of Directors of the Anguilla Electricity Company (Anglec) with immediate effect (August 15, 2013). Please note that this decision was contemplated several months ago, but I continued serving in the hope of making a positive contribution to the tone and ethos of the Board. However, realizing that this is not possible, given the composition and modus operandi of the current Board, and the fact that there has been a progressively downward slide in efficiency, trust, transparency, good governance and effectiveness, I concluded that I can no longer, in good conscience, continue my association with the Board.
For many months, several matters have concerned me greatly. I repeatedly raised some of them in meetings of the Board and on three different occasions I wrote each member of the Board expressing some concerns and making suggestions. To this day, those concerns and suggestions have been largely ignored. And while the Board continues to be apparently obsessed with its power and authority, the morale, image and strength of the company is being steadily eroded.
I wish to indicate here, very briefly, a number of issues and concerns which have contributed to my decision. Some of them I have had for a much longer time than others:
1. Failure to effectively deal with or even discuss meaningfully, the issues of the management team which arose from the introduction of the Corporate Governance Manual in July 2012, despite the managers’ repeated requests for such a dialogue. The result now is a poor relationship between the Board and the Management Team, a low level of morale and communication, and the fall out resulting from the Management Team’s letter to the Chief Minister.
2. Failure to deal expeditiously, creatively and effectively with the introduction/ implementation of renewable energy, and in particular, solar/waste energy. To date, nothing concrete has been accomplished on the ground despite the many meetings and long hours of discussion. Meanwhile solar panels are being privately installed and Anglec’s revenues are falling significantly.
3. An apparent lack of sensitivity to or appreciation for certain Board room protocols and matters of procedure. As a result, Board meetings generally last four to five hours, and at times run into two or three meetings, and when one analyses the accomplishments there is little to see. In addition, an inordinate amount of time is spent on administrative and relationship matters at the expense of substantive and policy matters, resulting in the line between Management responsibility and that of the Board being crossed.
4. A perceived underlying antipathy for the General Manager by some, which has resulted in a continuous fractious attitude and behaviour and a failure to be objective in dealing with certain matters relative to the General Manager.
5. Decision making which seems to be more in the interest of demonstrating the power and authority of the Board rather than being in the best interest of the Company and a demonstration of best practice. Among them are:
i. The re-grading of the office of the Corporate Secretary with the accompanying emoluments without regard for the existing grading system of the company.
ii. The decision that the Corporate Secretary and the Internal Auditor should now report both functionally and administratively to the Board.
iii. The decision that the General Manager should no longer sit through Board Meetings after presenting and discussing his report, but would be called in if and when needed.
iv. The decision not to agree with proposals to amend the Company’s Licence, Electricity and Supply of Electricity Act and the By-Laws to enable the integration of renewable energy.
v. The decision to put the General Manager on Administrative leave on the basis of a series of allegations without previously informing him of these allegations and giving him the opportunity of a response.
vi. The decision of the Board to have Board Members serve as Acting General Manager in the interim without due regard for the necessary qualifications of that office.
vii. The recent award of the fuel contract to the Delta Company which has raised a number of questions, which to date have not yet been answered.
6. In more recent times I got the distinct feeling of being marginalized. I have even been accused of being on the side of Management because I advocated more dialogue with Management rather that directives. While it may be coincidental, I note that I was absent from three recent meetings of the Board because “I could not be reached”. The last such meeting was held on July 17th, and despite my request for minutes and other information coming from that meeting, to date, I have received nothing. I use this medium therefore to distance myself completely from every decision/resolution of that meeting.
7. There will no doubt be disagreement with some of my expressed concerns. I stand by what I have written and I plead with you as Directors to critically and objectively examine the above concerns and determine your response in terms of the Company’s best interest as you go forward. As you do so, I recommend the following:
(a) That the skills set needed on the Board for maximum efficiency and effectiveness be clearly determined and included in the By-Laws and future appointments to the Board be made accordingly.
(b) That the By-Laws be so amended that no single shareholder shall have the ability to control all appointments to the Board.
(c) That it be made a condition for continued membership on the Board beyond the first year, that every Board member be the holder of at least a certificate in Corporate Governance.
I conclude by expressing gratitude for the opportunity to have served as a Director of Anglec and by urging that Anglec is too vital to the well-being of Anguilla for it to function at less than maximum efficiency and effectiveness. The Board is critical to achieving this level of functioning.
Best wishes.
Sincerely,
Rev. Dr. H. Clifton Niles (Acc. Director)
cc. H.E. Ms. Christina Scott, Governor
Hon. Mr. Hubert Hughes, Chief Minister
Hon. Mr. Evan Gums, MICHU
(Published without editing by The Anguillian Newspaper.)
