All of the company’s non-executive directors have resigned after being warned that Policy & Finance chairman John Guille and other senior politicians in Sark were preparing to remove them.
Isle of Sark Shipping issued an open invitation yesterday to an extraordinary general meeting of the company on Monday 13 October without providing further details.
The Guernsey Press can reveal the reasons behind the board’s departure after Sark sources provided a letter sent earlier this week by the non-executive directors to all 18 conseillers, Sark’s equivalent of deputies, alleging political ineptitude and interference in the running of the company.
‘The absence of meaningful engagement, persistent interference and lack of timely, transparent decision-making has rendered the role of independent non-executive directors ineffective,’ they said in the letter.
‘This decision [to resign] is not made lightly, nor to cause disruption, but to make clear that the conditions imposed on the board have made responsible governance impossible.
‘While this leaves the company without independent oversight, it is a reflection of the challenge the board has faced throughout its tenure.’
Non-executive directors made up almost all of the company’s board and their departure has left it without a quorum to carry out business normally.
Questions about the dispute were expected at last night’s meeting of Chief Pleas, which is the sole shareholder of Isle of Sark Shipping, and officials said that no response to the directors’ letter would be issued in advance.
The letter makes clear the gradual deterioration in relations between the company’s directors and Policy & Finance and explains recent events which put them beyond breaking point.
The first concerned difficulties with the replacement of engines on the Corsaire de Sercq, the largest passenger vessel operated by Isle of Sark Shipping, which the directors accused senior politicians of unjustly blaming on the company.
‘Documented reviews show that delays and complications were caused by undue shareholder interference in operational matters,’ they said.
‘Critical decisions reserved to the shareholder were delayed, withheld or left undocumented, placing financial and operational burdens on the company that had to be resolved by management and the board.’
Senior politicians then rejected the board’s recommended candidate for a new role of technical director at the company.
The directors said the recruitment process had been ‘rigorous, transparent and objective’ and that the politicians’ rejection of their preferred candidate was ‘perplexing and inconsistent with good governance’.
The reasons for the rejection are unclear, but the directors’ letter claimed that it was communicated ‘without explanation’ and, in a reference certain to concern other members of Chief Pleas, stated there had been ‘pressure applied to act without proper consideration’.
These disagreements led to William Spooner, Sark’s senior operations officer, writing to the company last Friday and conveying senior politicians’ intention to replace the non-executive directors, among other decisions.
In their letter to conseillers, the non-executive directors said that the politicians’ moves were now ‘unprecedented and deeply concerning’ and made ‘without consultation, justification or engagement through any formal or established channels’.
In a thinly-veiled criticism of one senior politician in particular, the directors said their duty was to Isle of Sark Shipping and ‘not to the short-term preferences of any individual shareholder representative’.
The dispute is reminiscent of events of five years ago when the Policy & Finance Committee tried to remove another set of the company’s non-executive directors.
You need to be logged in to comment. If you had an account on our previous site, you can migrate your old account and comment profile to this site by visiting this page and entering the email address for your old account. We'll then send you an email with a link to follow to complete the process.