From Ennia Curacao to Aruba State-owned companies: When Governance Warnings Go Unheeded

Back in May, I wrote about the Ennia judgment, a case that revealed how informal culture, unchecked authority, and absent oversight hollowed out governance in one of the Dutch Caribbean’s largest financial groups. I warned then that Aruba should take those lessons seriously. The first column was titled Governance Without Guardrails: The Ennia Judgment. It was followed by Part II: Ennia’s Billion-Guilder Breakdown

The Ennia collapse wasn’t just about money. It was about what happens when supervisory boards become ceremonial, when directors forget their fiduciary duty, and when corporate structures look solid on paper but crumble in practice.

At the time, I said: if we are not vigilant, in Aruba, especially Aruba’s state-owned enterprises could walk down the same path. Fast forward a few months, and unfortunately, here we are.

Recently, a civil summary hearing was held in which roughly 15 members of the Board of Supervisory Directors (BoSD) of Utilities Aruba N.V. and its subsidiaries filed suit against the company. The heart of the dispute lies in something called an OVO, an “independent contractor agreement.”

At first glance, that may sound like an administrative detail. But the truth is far more troubling. These agreements weren’t standard, they weren’t ordinary, and they weren’t in the interest of the company. They represented a fundamental distortion of corporate governance.

What Makes the OVOs So Unusual

Normally, the role of supervisory directors is straightforward:

• They are appointed by the general meeting of shareholders.
• They receive a monthly stipend.
• The company may provide insurance coverage for supervisory directors.

That’s it. No contracts, no exit clauses, no golden parachutes. Supervisory directors are not employees; they are fiduciaries. The are appointed by the general meeting of shareholders and can be suspended or dismissed at any time by the same the general meeting of shareholders. 

The OVOs turned this logic upside down.

These agreements, far from being simple contracts or some extra benefits or requirements specific to the company at hand, extended to well over 20 pages! It contained onerous protections for supervisory board members. They created employment-style entitlements, including financial penalties if the shareholder terminated them. In effect, they hollowed out the shareholder’s authority as outlined by law and the deed of incorporation of the companies, making it expensive, even punitive, for the general meeting of shareholders (read: government) to exercise its lawful right to appoint or dismiss supervisory directors.

That is not how corporate law works. And it is certainly not how governance in state-owned enterprises is supposed to operate.

Golden Parachutes for Watchdogs

Let’s call the OVOs what they really were: golden parachutes or perhaps an attempt at creating a bonus package for loyalty to the managing-director instead of loyalty to the best interests of the company.

Instead of strengthening oversight, they entrenched supervisory board members by creating contractual breakage fees. If dismissed, these directors could claim compensation as if they had been wrongfully terminated employees.

How can that possibly be seen as compatible with corporate governance? It isn’t. These OVOs are not a model of how to do things, they are a textbook lesson in how not to. It is hard to imagine any responsible managing director signing such agreements. They do not protect the company. They do not protect the shareholder. They are targeted only to protect the board members themselves and they were signed by the same managing-director that is supposed to protect the company’s interest above all.  This is governance turned inside out.

Not Everyone Signed On

It’s important to note that not all fifteen supervisory directors had OVOs. Some of the directors of Utilities’ subsidiaries, refused to sign off on such agreements.

Why? Likely because they were either better advised or chose to follow the plain language of corporate law and the principles of good governance.

This echoes what we saw in the Ennia case: not everyone in a corporate role abandoned their duties. Some stood their ground and acted correctly, even when those around them did not. Unfortunately, as in Ennia, the majority moved in the wrong direction, and it is the majority’s behavior that now dominates the headlines.

A Subsidiary’s Odd Contract

As troubling as the OVOs are, the case also revealed something even more puzzling. In January 2025, the director of Aruba Wastewater Sustainable Solutions N.V. (AWSS), a wholly owned subsidiary of Utilities Aruba, signed an OVO with a former minister, Glenbert Croes.

Why is this so odd? Because the same minister had just left office, forced to resign in the wake of a criminal investigation that saw his home and office, along with those of close associates, raided by prosecutors. Fresh out of office under those circumstances, he went in a few months from being politically responsible for Utilities Aruba N.V. to a paid consultant for its subsidiary.

That’s not just poor optics. That is governance failure, plain and simple.

Non-compliant Contract

On top of that, as a former minister, he was already entitled by law to receive 80% of his ministerial salary for one year after leaving office. But the law also provides that any additional income a former minister earns during that period must be deducted – by the Government – from this transitional allowance.

What does this mean? In practice, the AWSS consulting contract created a questionable governance situation that ultimately will provide no financial benefit to the former minister. The extra consulting fees would simply be offset against the allowance he was already receiving.

So the whole arrangement doesn’t add value for him, doesn’t add value for the company, and doesn’t add value for the public. It merely leaves an asterisk in his post-office story, one that raises more governance concerns than it resolves.

The OVO Architect

Reports indicate that one of the driving forces behind these OVO agreements was Dave Coenen, then in-house legal advisor to Utilities Aruba.

Not only did Coenen reportedly have an OVO of his own as in-house legal consultant, he is said to have been the mastermind behind the broader scheme. And here’s where the governance knots get even tighter:

• Advisor and overseer at once: Coenen was a direct legal advisor to the director of Utilities Aruba. At the same time, he served as a supervisory director for AWSS,  the very role meant to watch over that same director and the same director that signed off for him on a number of questionable OVO’s
• Dual loyalties: As an advisor, he was expected to serve management. As a supervisory board member, he was obligated to protect the company from management excess. Instead, he straddled both sides of the fence.
• Financial entanglement: Coenen also sat as a supervisory member of the agent bank managing Utilities Aruba’s facility agreements, loans critical to the company’s financial structure.

And according to reports, these were not his only roles. Coenen is said to have worn many other hats, some of which may not sit comfortably with the standards of good corporate governance. Whether those overlapping roles will ultimately be scrutinized is a question for another day, but one thing is certain: time will tell.

Now, Coenen himself is among the fifteen supervisory directors suing Utilities Aruba over the OVO agreements. It might be too early to predict where this story will lead, but my expectation is that his name will not quietly disappear. Instead, it will likely become a case study, perhaps even the subject of future corporate governance seminars, in how conflicts of interest can hollow out institutions from the inside. Ironic for a consultant that advises companies under supervision of the Central Bank of Aruba on AML/CFT-compliance and where integrity plays a big role

What This Reveals About Our Governance Culture

Taken together, the OVOs that insulated supervisory directors, the consulting contract with a former minister, and the multiple hats worn by insiders like Coenen, these cases expose a deeper issue.

Corporate governance in Aruba’s state-owned enterprises is being treated as flexible, negotiable, something to be bent around personal or political convenience. But governance isn’t optional. It is the legal framework that ensures companies serve their public purpose, not private entrenchment.

The Ennia case showed us what happens when governance collapses: billions lost, trust destroyed, and institutions weakened. The early warning signs were there, but they were ignored. Now, with Utilities Aruba and AWSS, we are seeing those same warning signs again. Supervisory directors trying to secure golden parachutes. Directors signing contracts with former ministers. Legal advisors turned watchdogs turned litigants. A culture that treats governance as an obstacle, not as a safeguard.

Closing

What does this story tell us?

First: The OVOs show us how far governance can be bent when directors prioritize themselves over their duties. That cannot be allowed to stand.

Second: The AWSS consulting contract reminds us that conflicts of interest, even when they make no financial sense, still corrode public trust. Governance is not only about money; it is about integrity.

Third: The Coenen story proves that overlapping roles and blurred loyalties are not harmless. They are the seeds of institutional failure.

If we are serious about avoiding another billion-guilder breakdown, we must learn the lessons of Ennia. And we must start by saying no, firmly, and finally, to golden parachutes, conflicted contracts, and hollow oversight.

See you next week, and don’t forget to visit my new website www.lincolngomez.com for all the latest blogs and podcasts. In governance, as in life: if the watchdog wears too many hats, don’t be surprised when it stops barking.