Amendments made to the company’s Corporate Governance framework

Durrant Pate/ Contributor

TransJamaican Highway Limited (TJH) has moved to strengthen its insider trading protocols, as part of its newly amended Corporate Governance Policy. 

The policy, which was ratified by the Board of Directors on February 4, 2021, was further amended at a Board meeting held on May 12, 2023. The initial policy mandates that dealings and trading of the company’s shares by any Director be promptly reported to the Chairman of the Board and the Company Secretary, who is then obligated to disclose said dealings to the Jamaica Stock Exchange. 

However, the new policy has put in place a prohibition regarding the timing of trading in company shares. The prohibition states directors should not trade in the company’s shares during the following periods:

• After the last day of a quarter up to the date of the release of the quarterly Financial Statements. 
• After the last day of a financial year up to the date of the release of the annual Audited Financial Statements.  
• The time a dividend is considered and the time in which that information is provided to the Jamaica Stock Exchange.

Prohibition mandates

The prohibition also mandates that “directors must avoid transactions that may result in conflicts of interest or may appear to others as conflicting situations. Such instances would affect a Director’s independence and must be immediately disclosed to the Board in writing and noted in the minutes of the Board meeting following said disclosure. Where a meeting of the Board is held and matters concerning a director’s conflicting interest arises for deliberation, the affected Director will excuse himself and refrain from voting on such matters.”

The 17-page Corporate Governance Policy addresses the matters of conflicts of interest and disclosure reiterating that directors have a fiduciary duty of loyalty and care to the company and its stockholders. According to the policy, “the interests of the company and its stockholders must be considered over own personal interests in making decisions for the company and evaluating opportunities.”

The Board should regularly assess the independence of each non-executive director and each non-executive director should provide the Board with all relevant information in determining their independence. The Corporate Governance Committee shall meet at least twice per annum or as often as deemed necessary. 

A quorum shall be determined by a majority or two-thirds of the members being in attendance. Decisions shall be made by a majority vote. 

The Chairman shall report to the Board all matters discussed and approved within the Corporate Governance Committee meetings and make recommendations to the Board as deemed necessary.