JAMAICA Law and Practice Contributed by: M. Georgia Gibson Henlin, Henlin Gibson Henlin
Voting Article 90 (2) of Table A of the Companies Act provides that a director must not vote in respect of any contract or arrangement in which they are interested, and if they must do so their vote must not be counted, nor must they be counted in the quorum present at the meeting. The PSOJ Corporate Governance Code, 2021, recommends that the board identify, in its dis - closures, each board member that it considers to be independent. The board should determine whether a director is independent in character and judgement and whether there are relation - ships or circumstances which are likely to affect, or could appear to affect, the director’s judge - ment. It also recommends that the board should state its reasons if it determines that a director is independent notwithstanding the existence of relationships or circumstances which may appear relevant to its determination, including if the director: • has been an employee of the company or group within the last three years; • has or has had, within the last three years, a material business relationship with the company, either directly or as a partner, shareholder, director or senior employee of a body that has such a relationship with the company; • has received or receives additional remunera - tion from the company apart from a director’s compensation, and participates in the com - pany’s share option or a performance-related pay scheme; • has close family ties with any of the compa - ny’s advisers, directors or senior employees; • holds cross-directorships or has significant links with other directors through involvement in other companies or bodies; or • represents a significant shareholder.
stances has been approved by the directors. A conflict of interest arises for example if a director is also a director of a competitor company. A director has a duty to disclose the nature of their interest at a meeting of the directors where they are directly or indirectly interested in a matter which may constitute a conflict of interest or may result in a conflict of interest with the interests of the company. The necessary quorum must be met at the meeting without including the director in question. Additionally, pursuant to Section 193 (1), direc - tors or officers must disclose their interests in a contract or proposed contract. They must dis - close the nature and extent of their interest in writing to the company or request to have this information entered in the minutes of the meet- ings of the directors. Disclosure The disclosure by a director must be made at the meeting at which a proposed contract is first considered or at the first meeting after they become interested in a contract or proposed contract. A person who has interests in a con - tract and thereafter becomes a director must disclose their interest at the first meeting of the directors. The same is true for an officer of the company. A record of this contract must be kept at the registered office of the company. The contract is subject to the approval of the board of directors of the company, and subject to the provisions of the First Schedule. It is important to note that the director concerned must not be present during any deliberations of the board in connection with that approval.
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