JAMAICA Law and Practice Contributed by: M. Georgia Gibson Henlin, Henlin Gibson Henlin
6.3 Companies Registry Filings Every company must deliver to the Registrar successive annual returns which are made up no later than the anniversary date of the incorpo - ration of the company or the anniversary of the last return that was delivered. Each return must be delivered to the Registrar within 28 days after the date on which it is made up. Every company having a share capital must also deliver to the Registrar a return containing a list of all persons who are members of the company and of all persons who have ceased to be mem - bers since the date of the last return or, in the case of the first return, of the incorporation of the company. In respect of the beneficial ownership of a com - pany, or an intended company, a beneficial own - ership return must be filed: • when forming a company; • upon the delivery of a return of allotments, in respect of each allottee named therein; • by a company and delivered to the Registrar annually within 28 days after the date on which it is made up; and • within 14 days after any change of beneficial ownership information that occurs before the next annual filing of the return is due. A beneficial ownership return must include the following information: • the date on which it is made up; • the name of the company, address of the reg - istered office and, in the case of an overseas company, its principal place of business; • an accurate, adequate and up-to-date list of all persons who, on the date of the return, are members and beneficial owners of the com - pany, and of all persons who have ceased to
A company that is unable to comply with the JSE quarterly reporting requirement in a timely man - ner must notify the JSE where it can be foreseen that there is the probability of a delay, and the circumstances and probable extent of the delay. Simultaneously, the company should place an advertisement in the print media advising share - holders of the delay. Listed companies have the option of submitting their quarterly results as follows: • fourth-quarter financials be submitted in 45 days (unaudited) and 90 days (audited); or • audited financial results submitted in 60 days. Listed companies are required to indicate to the stock exchange and the market which of the two options would be chosen at the beginning of the third quarter each year. However, if there is no change in the option previously chosen, no com - munication is required. 6.2 Disclosure of Corporate Governance Arrangements Rule 414 of the JSE Rules requires listed com - panies to adopt and disclose corporate govern - ance guidelines. The PSOJ recommends that the companies listed on the JSE describe, in their annual report and accounts, their corporate governance from two perspectives: the first dealing generally with their adherence to the Corporate Governance Code’s main principles, and the second dealing specifically with the explanations for non-com - pliance with any of the Code’s provisions. These descriptions together should provide sharehold - ers with a clear and comprehensive picture of a company’s governance arrangements in relation to the Code as a criterion of good practice.
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