JAMAICA Law and Practice Contributed by: M. Georgia Gibson Henlin, Henlin Gibson Henlin
• accounting and management control poli - cies and practices including the signing of cheques, promissory notes and other nego - tiable instruments; • appointment and termination of directors and senior management; • acquisition and disposal of major assets; • budget, strategy, mission and vision; and • major contracts and investments. The following resolutions are subject to the approval of the board: • determining and amending the operational and financial strategic objectives of the com - pany; • determining and amending key performance indicators in support of the strategic objec - tives (including, for example, any financial ratios); and • any other matters that Jamaican laws or regu - lations or the company’s articles of incorpora - tion require the board to approve. Other Decision-Makers The board committees support the board within the scope of their terms of reference. The company secretary does not make deci - sions. The company secretary is the administra - tive office of the company. The secretary ensures a company’s compliance with its articles, gov - erning legislation and regulations, for example, preparation of returns and filings with the Regis - trar of Companies, filings with the JSE for public companies and maintenance of the company’s registers. Shareholders are the ultimate decision-mak - ers in companies. They exercise their powers in general meetings. The following powers are reserved to them:
• the appointment, removal and remuneration of auditors; • the appointment, removal and remuneration of directors; and • the amendment of articles. 3.3 Decision-Making Processes In the decision-making process: • the board of directors makes decisions at meetings by resolutions or consensus – reso - lutions may also be made as written resolu- tions, if required by the articles; • written resolutions are required for important decisions such as borrowing or otherwise committing the company; • board committees make decisions by con - sensus and in accordance with their terms of reference; • the company secretary makes only such deci - sions as are authorised by the board or terms of appointment; • shareholders make decisions by resolutions in extraordinary general meetings and annual general meetings by resolutions or consensus – resolutions may also be made as written resolutions, if permitted by the articles; and • senior management, CEOs and managing directors make decisions to carry into effect the policy and strategic directions of the board and within its authorised limits. Meetings All meetings must be convened on proper notice and must be quorate. Directors or sharehold - ers entitled to attend and vote at meetings may waive procedural irregularities in the giving of notice. The quorum requirements cannot be waived. Extraordinary general meetings or special meet - ings may be called by the directors at any time
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