Durrant Pate/Contributor

There is a new development at Jamaican attractions company, Dolphin Cove Limited, where a tense boardroom battle is ensuing between independent directors and company founder Stafford Burrows on the one hand and directors associated with the parent company, World of Dolphins Inc. (WODI).

The new development seeks to nullify statements made in a letter to the Jamaica Stock Exchange (JSE) from WODI dated April 8, which has since been posted on Instagram and Dolphin Cove’s website, indicating that Burrows is no longer chairman and a board director.

A post on the JSE website says, “Based on legal advice received to date, the ‘notice’ signed on behalf of World of Dolphins, and inter alia, issued  on an unauthorised ‘letterhead’ of Dolphin Cove Limited, is ineffective for the purposes of article 95(h) of the company’s Articles of Incorporation and therefore the office of director occupied by Stafford Burrowes has not been vacated in accordance with that article.”

The post states, “should a proper instrument be issued within the terms of the article, the office of the director in respect of which it is issued, would be vacated, without more.”

A notice to the JSE and public investors was published on April 8 via Dolphin Cove’s website and Instagram page by WODI, over the signatures of WODI directors, Eduardo Albor Villanueva and Concepción Esteban Manchado.

Allegations against independent Jamaican directors

The notice made several allegations against Noel Levy, John Bailey, and Richard Downer, Dolphin Cove’s independent Jamaican directors, and company secretary Rhonda Goodison regarding Burrowes’ status on the Dolphin Cove board. Burrowes has been the chairman of Dolphin Cove’s board of directors since its incorporation in September 1998.

A release posted on Dolphin Cove’s website in December 2024, stated that Burrowes was terminated as a board member of Dolphin Cove on December 2 under section 95 (g) of the company’s articles of incorporation, which allows for the removal of a director by a resolution passed under Section 179 of the Jamaican Companies Act. 

Additionally, the company reported then that section 95 (h) allows for a director to be requested to resign by instrument in writing if a shareholder owning not less than 51 per cent delivers that request to the company’s registered office for the company secretary’s attention.

Burrows’ alleged dismissal

Our Today reported in December last year that Dolphin Cove announced that a member holding not less than 51 per cent of the issued shares of the company, delivered notice under the Articles of Incorporation with respect to the termination of Stafford Burrowes as a board member of the company.

An April 8 notice outlined a series of emails and documents to support WODI’s position on terminating Burrowes’ status on the board. It is alleged that Burrowes was disrespectful to staff members at Dolphin Cove. 

However, a notice was posted on April 2 by Dolphin Cove stating, “Based on the legal advice the company has received, Burrowes remains the chairman of Dolphin Cove Limited, and the Jamaica Stock Exchange has been duly advised.”

Despite this posting by Dolphin Cove on the JSE, WODI is contending that the three Jamaican directors and the company secretary did not share information with the JSE last year on the change of Burrowes’ status.

Dolphin Cove’s parent company is also alleging that the Jamaican directors are protecting Burrowes.