JAMAICA Law and Practice Contributed by: M. Georgia Gibson Henlin, Henlin Gibson Henlin
• be able to assess the company’s overall policy and strategy; • have adequate knowledge of the environment in which the company operates and its asso - ciated risks; and • have subject-matter expertise to enable the performance of their role as a board member. Regarding the board as a whole: • the composition of the board should match the intended board composition as to diver - sity in gender and expertise; • at minimum, the board should be comprised of members with expertise in governance, general finance, business, accounting, law, human resources, cybersecurity, privacy and management; and • the board should be transparent as to the number of directors who should be independ - ent. 4.4 Appointment and Removal of Directors/Officers Appointments may be made by directors to fill casual vacancies and by the shareholders in a general meeting. In either case, they are appoint - ed by ordinary resolution. There is, subject to the provisions of the Com - panies Act and the articles of incorporation, a requirement for the staggered retirement of directors except at the first annual general meet - ing where all the directors must retire. In all sub - sequent years, one-third of the directors must retire, if there are multiples of three. If there are no multiples of three, the number nearest to one- third shall suffice. Each year, it is the longest- serving directors who shall be required to retire. If two directors were appointed simultaneously, the director to retire is chosen by lot.
Directors may also be removed pursuant to Section 179 of the Companies Act prior to the expiration of their term of office. Directors can also be removed in accordance with the articles, where they: • cease to be a director by virtue of Section 177 of the Companies Act; • become bankrupt or make arrangements or compositions with their creditors generally; • become prohibited from being a director by reason of any order made under Sections 180 and 182 of the Act; • become of unsound mind; • resign by notice in writing to the company; or • have been absent for more than six months without permission of the directors from meetings of the directors held during that period. Section 177 deals with the duty of directors who are entitled to be directors by virtue of a share qualification. Section 180 sets out the procedure by which directors may be removed by the court. Section 182 sets out the considerations by the court for the disqualification of the directors which includes persistent breaches of the Act. 4.5 Rules/Requirements Concerning Independence of Directors The Companies (Amendment) Act, 2017, incor - porates the common law duty of directors “to avoid circumstances which, whether directly or indirectly, constitute a conflict of interest or may result in a conflict of interest with the interests of the company” . The duty is not infringed by mere interest or rela - tionship. The Act provides that this duty is not infringed if the circumstances cannot reasonably be regarded as likely to give rise to a conflict of interest or if the matter giving rise to the circum -
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