Published: Friday May 16, 2008
Gleaner Company shareholders yesterday approved an amendment to the company's rules that would give directors the right to demand the identities of hidden stockholders, but the change requires approval from the Jamaica Stock Exchange before it can be implemented.
Oliver Clarke, the media company's chairman and managing director, told shareholders that the proposed replacement of the Gleaner's Article 26 was in the context of the growing global demand for transparency and concern about issues such as money laundering and other forms of corporate criminality.
"We believe the company has a right to know who are the beneficial owners of the shareholding," Clarke told stockholders at The Gleaner's annual general meeting at the company's headquarters in Kingston.
"If you have people buying into the company, you have to know who they are."
The move is similar to a provision previously implemented by GraceKennedy Limited, whose chairman and CEO, Douglas Orane, also sits on The Gleaner's board.
Modelled approach
Yesterday, Orane sought to assuage sceptical shareholders and analysts, who were uneasy that the shift could lead to undue prying or weaken the capacity of deal-makers to take strategic stakes in firms.
The GraceKennedy boss explained that his firm had modelled its approach on what exists among the top 20 companies on the London Stock Exchange and said the change had had "no material impact on the liquidity of the GraceKennedy stock."
"If anything it has increased the liquidity," he said, in that the move had built confidence in shareholders.
Under the existing article 26, Gleaner directors can decline to register any transfer of shares, or suspend registration for up to 30 days in any single year.
But with the proposed replacement, they would have the authority to demand from proxies the identities of beneficial owners of shares held in their names, or to whom those shares have been passed on.
Forfeiture of dividends
Failure to provide the infor-mation could lead to the forfeiture of dividends or other payments related to those shares and the suspension of voting rights.
"At the end of the day, you are giving shareholders the confidence of knowing who their fellow shareholders are," Clarke told the meeting.
The Gleaner recorded profit in 2007 of $98 million, down from $274 million in the prior year, resulting from impairment losses associated with its United Kingdom operation and reduction in employee benefit asset. Trading profit improved by $120 million.
The meeting yesterday retired and re-elected to the board deputy managing director Christopher Barnes, Lisa Johnston, Joseph M. Matalon and Morin Seymour.
Source: Jamaica Gleaner
http://www.jamaica-gleaner.com/gleaner/20080516/business/business3.html
business@gleanerjm.com
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