JAMAICA Law and Practice Contributed by: M. Georgia Gibson Henlin, Henlin Gibson Henlin
• the auditors’ report must be read before the company in general meeting and must be open to inspection by any member. Under the Companies Act, shareholders have the right to sue directors and officers of the com - pany for breach of their duties or for acting in a manner that is inimical to or disregards their interests. Voting Rights and Shareholder Powers Shareholders have voting rights. This is the method by which they ultimately participate in corporate decision-making, including the right to appoint directors, make proposals and vote for structural changes such as acquisitions or liquidation. The articles of incorporation reserve certain pow - ers to the shareholders. These powers are exer - cised in general meetings. Shareholders have the right to attend general meetings of the com - pany where the directors present the company’s annual report and comment on its performance over the year. At the annual general meeting and extraordinary general meetings, shareholders may, among other things, elect new directors, discuss directors’ remuneration, and ask ques - tions regarding the company’s future. Shareholders can require directors to convene extraordinary general meetings if they are the holders of one-tenth of the paid-up capital of the company. Shareholders also have the right to transfer own - ership. They have the option of quickly liquidat - ing shares into cash by selling their shares. The right to transfer the shares is usually subject to pre-emptive rights. This means that exist - ing shareholders have the right to be offered
the shares prior to selling them to external third parties. 5.2 Role of Shareholders in Company Management See 5.1 Relationship Between Companies and Shareholders . 5.3 Shareholder Meetings Shareholder meetings are required. Section 126 of the Companies Act provides that every com - pany must in each year hold a general meeting as its annual general meeting in addition to any other meetings in that year, and must specify the meeting as such in the notices calling it; and not more than 15 months must elapse between the date of one annual general meeting of a com - pany and that of the next. The first annual general meeting can be held within 18 months of incorporation. If the com - pany does this, it does not have to hold a meet - ing in the year of incorporation. The Act stipulates that the directors of a com - pany, notwithstanding anything in its articles, must, on the requisition of members of the company holding not less than one-tenth of the paid-up capital of the company, at the date of the deposit, which carries the right of voting at general meetings of the company – or, in the case of a company not having a share capital, members of the company representing not less than one tenth of the total voting rights of all the members having at that date a right to vote at general meetings of the company – proceed duly to convene an extraordinary general meeting of the company. The requisition must state the objects of the meeting and must be signed by the requisition - ists and deposited at the registered office of the
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