The College for Financial Supervision (Cft) has recently explicitly called on Curaçao to develop an integrated state participation policy. This appeal is often too quickly translated into “we need to improve our corporate governance,” while in reality the Cft is addressing something far broader: the way the country fulfills its role as owner of state-owned enterprises in a strategic, consistent, and professional manner.
This article has three interconnected objectives: to explain what the Cft means, to clarify that a state participation policy goes far beyond corporate governance alone, and to show what international best practices look like in this area — and where Curaçao currently stands in that context.
National Learning Objective
The aim of this article is to explain what the Cft intends with its call for Curaçao to develop an integrated participation policy. It demonstrates that this encompasses much more than simply having a corporate governance framework in place. Corporate governance is a necessary but limited building block; a participation policy concerns the broader ownership strategy of the country.
The article further outlines what is considered international best practice in active state ownership of public enterprises and analyzes Curaçao’s current position in that light.
What Is Meant by an Integrated Participation Policy?
When the Cft refers to an integrated participation policy, it is not merely calling for tighter rules for supervisory boards or executive management. Rather, it concerns the country’s overall control and direction of its state-owned enterprises.
The core message is that Curaçao, as shareholder, must clearly understand: why it holds shares in these companies, which public and financial objectives it seeks to achieve, what level of risk is acceptable, and how these choices are consistently translated across all government-owned entities.
Without such a policy compass, decisions on dividends, guarantees, capital injections, investments, and appointments remain fragmented and often driven by short-term incidents rather than long-term strategy.
“Integrated” in this sense means three things. First, all state participations fall under one overarching policy framework instead of each following its own political logic. Second, public interests, financial sustainability, and risk management are weighed together. Third, there is a fixed cycle of setting objectives, monitoring performance, managing risks, and reporting to Parliament and society. The Cft’s call is therefore not a technical footnote, but an invitation for Curaçao to redefine itself as a professional owner.
Corporate Governance Is Not the Same as Participation Policy
In Curaçao’s public debate, there is a persistent assumption that having a corporate governance framework equals having a participation policy. This is understandable, as the National Ordinance on Corporate Governance and the Corporate Governance Code have received significant attention in recent years. However, this assumption is substantively incorrect and may hinder further professionalization.
Corporate governance primarily concerns the internal relationships within a company: the role of the executive board and supervisory board, transparency, integrity, conflicts of interest, information flows, and checks and balances. It establishes the rules of the game that prevent concentration of power, uncontrolled management behavior, or arbitrary shareholder interference in day-to-day operations.
In that sense, a corporate governance framework is a necessary foundation. Without proper governance within the enterprise, the government as shareholder cannot effectively steer.
A participation policy, however, operates at a different level: it defines the country’s ownership strategy. It must answer questions such as: Why do we hold this participation? Which public interests justify state ownership? What level of dividend and value development do we expect? How do the risks of one participation relate to the total risk exposure of the country? And in which cases would partial or full divestment be preferable?
While corporate governance asks “how should things function within the company?”, a participation policy asks “what do we want as owner, and how do we implement that systematically?” Corporate governance is one chapter; participation policy is the entire book.
International Best Practices: The State as Active Owner
Internationally, a relatively consistent understanding has emerged regarding good ownership of state-owned enterprises. Organizations such as the OECD promote the concept of the state as an “informed and active owner.”
This approach typically includes several key elements.
First, there is a clearly articulated ownership policy, set out in a formal document, explaining why the state holds participations, which public interests are pursued, and what role the state assigns itself.
Second, there is a clear division of roles: management runs the company, the supervisory board provides internal oversight, and the state exercises influence through shareholder rights — not through operational interference. In many best-practice countries, the ownership function is centralized or strongly coordinated to ensure one professional counterpart for the enterprises.
Third, best-practice countries do not focus solely on profit. They steer on a combination of financial returns, fulfillment of public tasks, and risk control. This requires clear performance indicators, dividend policies, target returns, and comprehensive oversight of guarantees, loans, and other exposures affecting public finances.
Finally, transparency is essential. Annual consolidated reporting on all state participations — including performance, risks, and policy direction — forms the basis for parliamentary oversight and public trust.
Where Does Curaçao Stand?
Compared to many countries in the region, Curaçao has developed a relatively solid legal and normative foundation. There is a National Ordinance on Corporate Governance, a Code applicable to state-owned enterprises, and the discourse on good governance has matured significantly in recent years. These achievements should not be underestimated.
However, precisely because the governance foundation exists, the absence of a fully developed participation policy has become more visible.
Curaçao does not yet have a comprehensive, publicly articulated ownership vision covering all state participations. There is no integrated policy document that clearly outlines, for each participation, the rationale for ownership, the public and financial objectives, the risk profile, and the intended time horizon. Nor is there a standardized cycle of portfolio analysis, risk management, and consolidated reporting to Parliament.
In practice, this means that important decisions — regarding dividends, capital injections, guarantees, or major investments — are often taken case by case, influenced by short-term pressures and political dynamics. Ministers tend to act as individual shareholders of “their” companies rather than as executors of a unified ownership strategy for the country as a whole.
The corporate governance framework provides rules within companies, but at the state level, the strategic compass is missing.
From Concept to Learning Agenda
The key challenge for Curaçao is to clearly distinguish between “having a corporate governance framework” and “having an integrated participation policy and active ownership strategy.” Achieving this requires more than drafting documents; it calls for a structured learning and development process at three levels.
At the conceptual level, Curaçao must define what active ownership means in its specific context: which public interests justify state participation, what risk-return profile is appropriate for a small open economy, and how these considerations align with broader policy goals such as employment, affordability, and sustainability.
At the institutional level, the country must determine where the ownership function is anchored, how roles are separated, and how the relationships between ministers, the Council of Ministers, supervisory boards, and regulators are structured.
At the instrumental level, concrete tools are needed: a State Participation Policy Note, dividend guidelines, capital structure and investment decision frameworks, and a uniform reporting and evaluation cycle.
The Cft’s call can therefore be seen as an invitation to take the next step — from a landscape dominated by corporate governance discussions to a mature system in which corporate governance and participation policy reinforce one another.
Curaçao has the code, but it still lacks the compass. This article seeks to contribute to a national learning process through which that compass can be jointly developed — so that the country is not merely a shareholder by default, but one that knows precisely why it owns, to what end, and under what conditions.
Mike Willem, MBA, BA Econ, ChPA
Former Minister / Commissioner / Chair, Corporate Governance Committee