JAMAICA Law and Practice Contributed by: M. Georgia Gibson Henlin, Henlin Gibson Henlin
3. Management of the Company 3.1 Bodies or Functions Involved in Governance and Management The principal bodies or functions involved in the governance and management of a company are: • the board of directors; • board committees; • the company secretary; • shareholders in general meetings; and • senior management and the CEO or manag - ing directors. Board committees support the board in carry - ing into effect the policymaking, governance and strategic objectives. There are different types of board committees, such as audit and remunera - tion, corporate governance, risk management and corporate social responsibility committees. 3.2 Decisions Made by Particular Bodies The Board of Directors The board of directors is responsible for the company’s business, stewardship and strate - gic direction. Board power is kept in check by shareholders in a general meeting. They make decisions in relation to: • nomination of board members; • appointment of board members to fill casual vacancies; • appointment and removal of the company secretary; • addressing conflicts of interest; • auditor-related issues other than their appointment; • treasury, risk management, capital and inter - nal controls;
ranking management official to include chief executive officer, general manager, chief operations manager or chief finan - cial officer; • collect and maintain accurate, adequate and up-to-date records on beneficial ownership of the company; • notify the Registrar of Companies of any changes to the beneficial ownership informa - tion; • keep the beneficial ownership information for a minimum of seven years from the day of the last business transaction; and • conduct due diligence assessments to verify beneficial ownership information. There are sanctions for failure to comply with these obligations including monetary penalties or being removed from the Register of Compa - nies. This ultimately affects the company’s com - pliance status and ability to do business. 2.2 ESG Considerations Reporting on ESG is considered in the context of the role of stakeholders in corporate govern - ance. Operating in a post-pandemic era, there is a host of new social and environmental issues that stakeholders must address. There is grow - ing concern about employee mental health, combating communicable diseases in shared workspaces and adapting to post-lockdown workplace performance. ESG considers wheth - er there are board-approved policies as to how environmental issues are to be addressed or handled. Companies are evaluated on the exist - ence of the policies as well as their availability for inspection such as in the annual reports, on the website or any other publicly accessible source.
• dividend policy and payments; • communications and disclosure;
448 CHAMBERS.COM
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