JAMAICA Law and Practice Contributed by: M. Georgia Gibson Henlin, Henlin Gibson Henlin
4.9 Other Bases for Claims/Enforcement Against Directors/Officers Section 213A of the Companies Act makes pro - vision for action to be taken against the directors or officers of the company where it is alleged by a complainant that: • an act or omission of the company or any of its affiliates effected a result; • the business or affairs of the company or any of its affiliates are or have been carried on or conducted; or • the powers of the directors of the company or any of its affiliates are or have been exer - cised in a manner that unfairly disregards, or is unfairly prejudicial or oppressive to, any shareholder or debenture holder, creditor, director or officer of the company. 4.10 Approvals and Restrictions Concerning Payments to Directors/ Officers Shareholder or member approvals are required in connection with the remuneration, fees or benefits payable to directors. Article 82 of Table A of the Companies Act, 2004 provides that the remuneration of the directors must, from time to time, be determined by the company in general meeting. The remuneration is deemed to accrue from day to day. The directors may also be paid all travelling, hotel and other expenses properly incurred by them in attending and returning from meetings of the directors or any committee of the directors or general meetings of the com - pany, or in connection with the business of the company. The directors have the power to determine the remuneration of the company secretary and the managing director or chief executive officer.
4.11 Disclosure of Payments to Directors/Officers
Guided by the Jamaica Stock Exchange Rules and the PSOJ Corporate Governance Code, public companies are required to state in their annual report the components of director remu - neration including whether a director received or receives additional remuneration from the com - pany apart from director’s fees, or participates in its share option scheme or any performance- related pay or profit-sharing scheme or guaran - tees on termination. 5. Shareholders 5.1 Relationship Between Companies Shareholders do not participate in the day-to- day management of the company. They own while the directors manage. However, they exer - cise ultimate control in general meetings. In the period between meetings, however, they have certain rights. These include: • the right to access financial records; • the right to inspect the financial records; and • the right to inspect a company’s books and records. Section 157 of the Companies Act provides that: • the auditors must make a report to the mem - bers on the accounts examined by them, and on every balance sheet, every profit and loss account and all group accounts laid before the company in general meeting during their tenure of office, and the report must contain statements as to the matters mentioned in the Seventh and Eighth Schedules; and and Shareholders Shareholder Rights
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