JAMAICA Law and Practice Contributed by: M. Georgia Gibson Henlin, Henlin Gibson Henlin
5.5 Disclosure by Shareholders in Publicly Traded Companies Shareholder disclosures are not required except where those shareholders are directors or senior management. See 6. Corporate Reporting and Other Disclosures . 6. Corporate Reporting and Other Disclosures 6.1 Financial Reporting Section 145 of the Companies Act states that companies are obligated to provide shareholders with an annual report card on the financial posi - tion of the company. They must place before the annual general meeting a profit and loss account or an income and expenditure account, a bal - ance sheet with a directors’ report attached, and an auditor’s report. In accordance with JSE Rule 407, public compa - nies are required to submit to the JSE two hard copies and one electronic copy of their quarterly financial statements at intervals not exceeding three months and within 45 days of the end of the period to which the statements relate. Directors, senior management, their connected person shareholdings and the shareholdings of those persons holding ten of the largest block of shares must be included in the financial report. The quarterly financial statements must be approved by the board of directors and signed by two or more directors of the company and should state whether or not they are audited or unaudited. Companies with quarterly filings that are 45 days overdue shall have the trading in their shares suspended until the reports are sub - mitted to the stock exchange.
tion, 14 days’ notice in writing, in the case of a company other than an unlimited company; and seven days’ notice in writing in the case of an unlimited company. A meeting of a company called by a shorter notice period indicated may be deemed to have been duly called if it is so agreed in the case of a meeting called as the annual general meeting, by all the members entitled to attend and vote at the meeting; and in the case of any other meeting, by a majority in number of the members having a right to attend and vote at the meeting, being a majority together holding not less than 95% in value of the shares giving a right to attend and vote at the meeting, or, in the case of a company not having a share capital, together representing not less than 95% of the total voting rights at that meeting of all the members. Section 129 of the Companies Act requires 21 days’ notice for calling an annual general meet - ing and 14 days’ notice in writing in the case of a meeting other than an annual general meeting or for the passing of a special resolution. Section 130 requires that notice of the meeting must be served on every member of the com - pany. The court may make orders for the calling or conduct of meetings where it is impractical to do so in any manner in which meetings of the
company may be called. 5.4 Shareholder Claims
See 4.6 Legal Duties of Directors/Officers and 4.9 Other Bases for Claims/Enforcement Against Directors/Officers .
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