Colin Steele elected to Carib Cement, despite objections

Senior staff reporter

Sunday, July 16, 2017

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The Jamaica Observer understands that an attempt by the Caribbean Cement Company Ltd's (CCCL) board to block Jamaican Colin Steele's election as a director, was soundly defeated at Thursday's annual general meeting (AGM).

The election of Steele, a certified public accountant and director on several local boards over the years, as the second Jamaican-domiciled director at the meeting at Spanish Court Hotel, New Kingston, was greeted with loud cheers from Jamaican minority shareholders.

The Jamaican shareholders had been advised, via an advertisement in last week's Sunday Finance, that the election had become necessary because the CCCL board was in breach of its obligation, under Article 86 of the Articles of Incorporation, to have at least two Jamaican-domiciled directors on the board.

The company had been without a second Jamaican-domiciled director since the resignation of former chairman, Chris Dehring, in 2016.

However, there was some drama at the meeting as the board opposed the move to elect Steele, and proposed to delete the section of the Articles of Incorporation which requires the Company to have the two Jamaican-domiciled directors.

Article 86 of the CCCL Articles states:

“A director need not hold any shares of the Company to qualify him for the office of director. After the first general meeting of the company at which directors are elected, there shall at all times be not less than two directors who are persons domiciled in Jamaica and if during his period of office any director domiciled in Jamaica shall die, vacate office, be removed, or resign or change his domicile so as to leave less than two directors domiciled in Jamaica, a person who is domiciled in Jamaica shall immediately be appointed by the directors, either as an addition to the board or to fill the vacancy thereby caused, as the case may be.”

But, the directors included in the Form of Proxy in the AGM papers, a Resolution number five, which sought to limit the article to read only that, “A director need not hold any shares of the company to qualify him for the office of director”, and deleting the final sentence of Article 86 of the Articles of Incorporation which refers to the need for two Jamaican-directors.

But, when Corporate Secretary Craig Neil read the proposed resolution and Chairman Parris Lyew-Ayee called for a vote, the motion was opposed by Attorney-at-Law Lance Hylton on a point of order.

Hylton argued that the resolution was defective as it ought, under Jamaican law, to have been included in the notice itself, and also ought to have been clearly designated as a Special Resolution.

He said that shareholders would not normally have read the proxy form, and many would not have been aware that the meeting was intending to remove the important requirement for Jamaican representation on the board.

He also pointed out that they might have come to have their voices heard in the matter, had they been properly informed of the board's motion.

After conferring with his colleagues on the board, and taking legal advice, the chairman agreed to withdraw the board's resolution.

This was greeted with loud cheers from the large number of Jamaican minority shareholders attending the meeting.

Hylton had earlier brought to the attention of the meeting, that the company was in breach of the Article 86 provision, as Lyew-Ayee, the board chairman, was the only remaining Jamaican, following the resignation of Dehring.

He said that other breaches of Jamaican Corporate Governance requirements included the absence of a Corporate Governance Policy and the absence of a majority of independent directors on the Audit Committee.

Steele is an entrepreneur in the retail business and a housing developer who began his career as a certified public accountant. He is experienced in lending, capital markets, and investment banking.

He has also served as a director of several government companies, including the Port Authority of Jamaica and the University Hospital of the West Indies, and as chairman of the Economic Policy committee of the Private Sector Organisation of Jamaica (PSOJ).




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