JAMAICA Law and Practice Contributed by: M. Georgia Gibson Henlin, Henlin Gibson Henlin
committees and the independent evaluation of board performance. • For publicly listed companies, compliance with Jamaica Stock Exchange (JSE) require - ments – the JSE’s regulations including whether they conform to acceptable industry standards such as the IFRS, disclosure of the top ten shareholders, connected parties of directors, shareholders and senior manage - ment, communications and timely disclo - sures, updated website with the company’s mission, vision and financial performance. All the requirements listed above are desirable and, in the case of the JSE rules, mandatory. 2. Corporate Governance Context 2.1 Hot Topics in Corporate Governance Corporate Services Providers: Licensing Corporate Services Providers are required to acquire a licence to provide Corporate Licens - ing and Operations as a business as at 25 April 2022. The Trust and Corporate Services Provid - ers Act, 2017 sets out that entities must apply to the Financial Services Commission (FSC) within 12 months thereafter (by 24 April 2023) for the grant of their licence if they currently provide the following services: • act as a co-ordinator or an assistant in the formation, management or administration of a firm or company; • act as (or arranging for another person to act as) a director or secretary of a company, an alternate director or a partner of a firm; • provide a registered business office, business address, correspondence address or admin - istrative address for a company, firm or any other person;
• act as (or arranging for another person to act) as a nominee shareholder for another person; • arrange the establishment of any legal entities not covered by any of the foregoing services and providing any of the foregoing services to such entities; and • perform any other service that the Minister may, by order published in the Gazette, pre - scribe as a corporate service. Other entities that wish to provide corporate services are required to await the grant of their licence before performing these services. Failure to acquire a licence as a Corporate Ser - vice Provider from the FSC is an offence and can lead to prosecutorial and/or monetary liabil - ity to the person, corporate body, or the relevant officer of the corporate body. Beneficial Ownership Requirements The Companies (Amendment) Act, 2023 was passed on 1 March 2023, to comply with inter - national best practices to combat money laun - dering and terrorist financing. The amendment is focused on creating a risk-based approach to identifying the beneficial ownership of legal persons and ultimately creating greater transpar - ency in corporate governance. The new obligations under the Companies (Amendment) Act, 2023 require all companies to: • identify the beneficial owner by examining the structure of the company. This is now deter - mined through: (a) ultimate ownership – owns 25% or more interest or voting rights; (b) ultimate effective control – the ability to determine company policy, or appoint or remove directors; and (c) highest management authority – high-
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