JAMAICA Law and Practice Contributed by: M. Georgia Gibson Henlin, Henlin Gibson Henlin
1. Introductory 1.1 Forms of Corporate/Business Organisations The principal forms of business organisations in Jamaica are: • sole traders or sole proprietors; • partnerships – general or limited, joint ven - tures; • private companies limited by shares; • public companies limited by shares; • companies limited by guarantee with or with - out a share capital; • companies having unlimited liability; and • branches of overseas corporations. 1.2 Sources of Corporate Governance Requirements The principal source of corporate governance requirements for companies in Jamaica are: • the Companies Act, 2004 (as amended); • the PSOJ Corporate Governance Code, 2021; • the PSOJ Navigating Corporate Governance A Comprehensive Handbook and Toolkit, 2024; • the Jamaica Stock Exchange Rules; • the Jamaica Stock Exchange Corporate Gov - ernance Index Manual, 2020; • the Corporate Governance Framework for Public Bodies; • the OECD Guidelines on Corporate Govern - ance; and • the Trust and Corporate Services Providers Act, 2017. 1.3 Corporate Governance Requirements for Companies With Publicly Traded Shares The corporate governance requirements that exist for companies with shares that are pub -
licly traded are based on the principles in the Jamaica Stock Exchange Rules and Rulebooks, Corporate Governance Index Framework and the PSOJ Corporate Governance Code which takes into account whether the company has regulations or policies that cover the following. • Shareholder rights – the rights of sharehold - ers including access to information, partici - pation in shareholder meetings, approval of board remuneration, shareholder views or management of the control structure of the company. • Fair and equitable treatment of shareholders – promotes the equitable treatment of share - holders. This takes into account the allocation of voting rights and effective mechanisms for minority shareholder participation including the ability to influence board composition, insider trading or disclosure of related-party transactions and adequate notices of share - holder meetings. • Stakeholders and corporate governance – stakeholder participation takes account of the attention given to employee welfare, employ - ee membership on boards, whistle-blowing policies, environmental issues and employee share option schemes or opportunities. • Disclosure and transparency – the form of ownership and structure of the company in a manner that promotes openness, trust and transparency including the form of owner structure as well as the role and importance of the audit function, and the extent to which the policies are disclosed in the annual reports or on company websites. • The board of directors – the responsibilities of the board including its oversight of poli - cies relating to governance, disclosure and ethics, meeting frequency, the composition of the board as between independent and non- independent directors, the existence of board
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