JAMAICA Law and Practice Contributed by: M. Georgia Gibson Henlin, Henlin Gibson Henlin
4. Directors and Officers 4.1 Board Structure The structure of the board of directors is as fol - lows: • chairman; • vice chairman; The chairman presides over board meetings and ensures their orderly conduct, sets the agenda for meetings and leads the discussions, appoints all committee chairs and recommends commit - tee members. The chairman usually maintains strong communication with the chief executive officer and maintains corporate integrity. The CEO functions as the senior executive offic - er responsible for ensuring that decisions of the board are implemented and that the organisation functions effectively and efficiently. • independent directors; and • non-independent directors. 4.2 Roles of Board Members Non-executive directors help develop and approve proposals on strategy. They are mostly involved in policymaking decisions and provide independent oversight and constructive chal - lenge to the executive directors. It is not uncommon for the board of directors to only have a chairman because of the small nature of a company. 4.3 Board Composition Requirements/ Recommendations The requirements and recommendations for boards of directors are as follows. Each board member should: • be independent of each other;
or at the request of the shareholders to conduct any business which needs to be conducted in between annual general meetings. The directors’ and shareholders’ meetings are presided over by a chairman. Questions, Votes and Resolutions Questions arising at shareholder meetings are determined by a majority of votes except where in relation to the special resolution in Section 138 (2) of the Companies Act, which provides that a majority vote is three fourths of all the mem - bers present and entitled to vote in person or by proxy. In cases of an equality of votes, the chairman may, depending on the chairman, have either a second or casting vote. Article 64 of Table A of the Companies Act pro - vides that at any general meeting a resolution put to the vote of the meeting must be decided on a show of hands unless a poll is demanded by: • the chairman; • at least three members present in person or by proxy; • any member(s) present in person or by proxy and representing not less than one tenth of the total voting rights of all the members hav - ing the right to vote at the meeting; or • a member(s) holding shares of the company being shares on which an aggregate sum has been paid up equal to not less than one tenth of the total sum paid up on all the shares.
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