JAMAICA Law and Practice Contributed by: M. Georgia Gibson Henlin, Henlin Gibson Henlin
be members and beneficial owners since the date of the last return or, in the case of the first return of the incorporation of the com - pany; • the name, date of birth and nationality, address, occupation, taxpayer registration number or other tax identification number or the number, place of issue and expiry date of the valid passport or driver’s licence of the beneficial owner; • in the case of a past member or beneficial owner, the last valid passport or driver’s licence held prior to the cessation of mem - bership or ownership of the company, as the case may be; • in respect of each member who is not an individual, the member’s name, date of estab - lishment, nationality, address and taxpayer registration number, or other tax identification number; and • in the case of a company having shares, the number of shares held by each of the existing members and beneficial owners at the date of the return, specifying the shares transferred since the date of the last return or, in the case of the first return, of the incorporation of the company by persons who have ceased to be members or beneficial owners, respectively, and the dates of registration of transfers. 7. Audit, Risk and Internal Controls 7.1 Appointment of External Auditors The company must appoint an external auditor. The Act stipulates that none of the following per - sons can qualify for appointment as auditor of a company. These are: • an officer or servant of the company;
• a person who is a partner of or in the employ - ment of an officer or servant of the company; or • a body corporate. Section 154 (1) of the Companies Act, 2004, provides that at each annual general meeting, a company must appoint an auditor to hold office from the conclusion of that meeting until the conclusion of the next annual general meeting. The first auditor of a company may be appoint - ed by the directors at any time before the first annual general meeting. An auditor so appointed holds office until the conclusion of that meeting. It is to be noted that the company in general meeting may appoint an auditor if the directors fail to do so. The auditor of a company has a right to receive notice of every meeting of the shareholders and to attend and be heard at the meeting on mat - ters relating to their duties as auditor. The audi - tor must make a report to the members on the accounts examined by them, and on every bal - ance sheet, every profit and loss account and all group accounts laid before the company in general meeting during their tenure of office. The auditor of a company must always have a right of access to the books and accounts and vouchers of the company and is entitled to request any information and explanation from the officers of the company as is necessary for the performance of his duties. 7.2 Requirements for Directors Concerning Management Risk and Internal Controls Guided by the Jamaica Stock Exchange Rules and principles in the PSOJ Corporate Govern - ance Code, the board of directors must ensure the implementation of robust risk management
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