The news that the Guyana Sugar Corporation (GuySuCo) is without a Board of Directors is troubling, its credibility further diminished. Unlike an entity established under the Public Corporations Act, GuySuCo’s operational law is the Companies Act and by virtue of its 1976 registration, it straddles two such Acts, the repealed Companies Act Cap. 89:01 and the Companies Act 1991.
Under the former, the appointment and terms of office of the directors are made and set by the Minister of Agriculture acting on behalf of the Government. And by virtue of the 1991 Act, the possibility that GuySuCo can have no director is virtually ruled out since the Act makes the directors the sole authority for exercising the powers and functions of the company. That Act states:
The directors of a company must—
(a) exercise the powers of the company directly or indirectly through the employees and agents of the company; and
(b) direct the management of the business and affairs of the company.
There is some indication that while there is no board there is a chairman of the board suggesting that like Atlantic Hotel Inc., GuySuCo is now a single director company. That model has proved bad enough in the case of Atlantic Hotel Inc. But even temporarily, it can be disastrous in the case of GuySuCo whose financial condition is at best precarious and which requires annual injection of public funds to stay in business.
Unfortunately, GuySuCo is not the only entity which has seen provisions of the Companies Act stretched this week. Another government company, Property Holdings Inc. held an AGM chaired by Mr. Winston Brassington, executive head of NICIL. When the legality of the presentation of financial statements for five years was questioned, Ms. Marcia Nadir-Sharma – Brassington’s deputy at NICIL – who attended the meeting as Legal Advisor to PHI, is reported to have said that the Minister of Finance had given approval for late tabling of audited financial statements.
The problem is that the Act grants such power not to a Minister but to the Registrar of Companies acting on an application by the company supported by a resolution of the directors.