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Corporate Governance

GOVERNANCE

AEROTEL is a limited liability company and a subsidiary of the Jamaica Civil Aviation Authority (JCAA), because of their ownership of ninety-nine percent (99%) of the Company’s shares. The second shareholder is The Accountant General with four (4) shares.

The Board of Directors supervises and monitors management’s performance against the Board’s parameters and in compliance with applicable legal and regulatory requirements. The Board of Directors also provide service and counsel to management to ensure that the key strategic objectives of the company are achieved.

BOARD RESPONSIBILITY

While management undertakes the day-to-day functions of the company’s operations, it is the Board of Directors which remains ultimately accountable to the company’s stakeholders for the company’s performance and adherence to applicable laws and sound business.
The Board is responsible for the following key duties and functions:-

  1. Overseeing governance principles and guidelines.
  2. Overseeing and approving the Company’s strategic directions, and the organizational structure and succession planning of senior management.
  3. Evaluating the actual operating and financial results of the company against the objectives, strategies and plans.
  4. Identifying the principal business risks, review and approve key risk management policies and practices, and oversee the implementation of appropriate systems to enable compliance with such policies.
  5. Overseeing the integrity of the company’s internal controls.
  6. Establishing committees of the company with appropriate responsibilities and appoint Chairs for the Committees.

At all times, the Directors are expected to exercise sound, independent business judgment in the best interest of the company and its stakeholders.

BOARD COMPOSITION

The Board is currently comprised of twelve (12) directors, two (2) of whom are co-opted. The Directors are independent and have diverse skill sets, experience and background, which include local and international experience in aeronautics, law, business, management, finance, accounting, and human resource. The Directors have access to the General Manager and senior management. Time is allowed for discussion among the Directors, independent of management.

OUR DIRECTORS

Mrs. Allison Philbert

Mrs. Allison Philbert

Chairman

Mr. Nari Williams-Singh

Mr. Nari Williams-Singh

Director

Ms. Suzette Buchanan

Ms. Suzette Buchanan

Director

Mr. Calman Barrett

Mr. Calman Barrett

Director

Mr. Stephen Steele

Mr. Stephen Steele

Director

Ms. Sherica Taylor

Ms. Sherica Taylor

Director

Mrs. Marcia Saunders-Dacres

Mrs. Marcia Saunders-Dacres

Director

Mr. Barrington Warren

Mr. Barrington Warren

Director

Ms. Jodian Myrie

Ms. Jodian Myrie

Director

Ms. Claudette Ramdanie

Ms. Claudette Ramdanie

Director

Mr. Leroy Lindsay

Mr. Leroy Lindsay

Co-opt Director

Mr. Timar Powell

Mr. Timar Powell

Co-opt Director

Ms. Marlene McLean

Ms. Marlene McLean

Company Secretary

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Directors Meeting Attendance Record

COMMITTEES OF THE BOARD

The Board has delegated certain responsibilities to its committees.

AUDIT COMMITTEE

AUDIT COMMITTEE

The Committee comprises Mr. Barrington Warren – Chairman, Ms. Suzette C. Buchanan and Mr. Stephen Steele. The mem-bers are non-executive directors, considered by the Board to be independent. The Terms of Reference of the Audit Commit-tee is reviewed annually by the Committee and approved by the Board. The committee has oversight responsibilities for the company in relation to the following areas:

  • The integrity of the financial reporting and systems of controls
  • Ensuring compliance with legal and regulatory requirements
  • The performance of the internal auditor and external auditors
  • Risk management
KOOL 97 FM DEVELOPMENT COMMITTEE

RISK MANAGEMENT COMMITTEE

The Committee comprises Ms. Sherica Taylor – Chair, Ms. Claudette Ramdanie, Ms. Jodian Myrie and Mr. Timar Powell. The Committee meets quarterly and has oversight responsibility for the following:-

  • The company’s overall risk appetite, tolerance and strategy
  • The current risk exposures of the company and future risk strategy
  • The company’s overall risk assessment processes that inform the board’s decision-making
  • The company’s capability to identify and manage new risk types
FINANCE COMMITTEE

FINANCE COMMITTEE

The Committee comprises Ms. Claudette Ramdanie – Chair, Mr. Nari Williams-Singh, and Ms. Sherica Taylor. The Committee meets monthly and has oversight responsibility for the following:-

  • Assist the Board in overseeing the financial risk, management strategies, policies and other financial matters del-egated to it by the Board.
  • Reviewing and recommending to the Board major financial transactions.
  • Make recommendations to the Board on all finance matters. The Board is responsible for the final decision.
HUMAN RESOURCE COMMITTEE

HUMAN RESOURCE COMMITTEE

The Committee comprises Mr. Calman Barrett – Chairman, Mrs. Marcia Saunders-Dacres and Ms. Jodian Myrie. The com-mittee holds bi-monthly meetings and has oversight responsibility for the following:-

  • Collective bargaining agreements.
  • Annual review of the company’s:-
    » organizational structure, compensation policies and guidelines, performance management system and human resource policies, and recommend to the Board any necessary changes.
  • Review the annual adjustments to compensation proposed by management.
  • Review management’s proposals for the appointment of executives and senior managers.
  • Review annually, management’s succession and development plans for the executives, senior managers and per-sons in critical areas.
ENGINEERING COMMITTEE

ENGINEERING COMMITTEE

The committee comprises Mr. Nari Williams-Singh – Chairman, Mr. Calman Barrett, Mr. Barrington Warren and Mr. Leroy Lindsay and/or a representative from the Jamaica Civil Aviation Authority (JCAA). The committee meets monthly and has oversight responsibility for the following:-

  • Review the engineering structure, policies, guidelines and operating performance, and compliance with ICAO and other relevant professional standards.
  • Review major engineering initiatives, and other plans for significant operating expenditure.
  • Assess the suitability of the engineering strategies to support the attainment of corporate objectives.
  • Review aeronautical and broadcasting infrastructure and other substantial capital investment projects.
  • Offer policy direction and general guidance in keeping with international standards.
  • Offer guidance and support to the management to drive the operations towards sustainable profitability.
KOOL 97 FM DEVELOPMENT COMMITTEE

KOOL 97 FM DEVELOPMENT COMMITTEE

The Committee now comprises Ms. Suzette C. Buchanan – Chair, Mr. Stephen Steele and Mrs. Marcia Saunders-Dacres. The committee meets monthly and has oversight responsibility for:-

  • Reviewing the division’s organization structure, policies, guidelines and operating performance, and compliance with broadcasting.
  • Review major sales and marketing initiatives, and other plans for significant operating expenditure.
  • Access the suitability of the programming strategy to support the attainment of corporate objectives and make recommendation to management.
  • Review major studio or transmission infrastructure and other substantial capital investment projects and make a recommendation to the Board as appropriate.
  • Offer policy direction and general guidance in keeping with political and broadcasting mandate of the station.
  • Offer guidance and support to the management to drive the operations towards sustainable profitability.
Directors Orientation and Training Opportunities

During the period under review, the Board attend-ed an on online Corporate Governance Seminar hosted by the Ministry of Transport and Mining on March 4, 2021. Plans are in place for continuous training in the appropriate areas during the next fiscal year. In addition, each year, management proposes/recommends to the Board, strategic initiatives of the company.

Appointment Term, Election & Retirement of Directors

All Directors, except for Mr. Leroy Lindsay and Mr. Timar Powell, are appointed by the JCAA on the recommendation of the Minister of Transport and Mining. They are re-elected at each annual general meeting in accordance with the relevant articles of the Articles of Incorporation of the Company.

Annual General Meeting

During the year under review, the Annual General Meeting for AEROTEL was held on October 22, 2020. Directors were reappointed as per the Articles of Incorporation of the Company. The Audited Financial Statements and the Reports of the Auditors and Directors for the period ended 31 March 2020 were adopted; and the Auditors, BDO – Chartered Accounts reappointed until the next Annual General Meeting. Shareholders were updated on the major activities of the company for the period under review.

Directors Compensation

Directors are compensated as per Government of Jamaica Policy – Ministry of Finance and the Public Service, Circular No. 11.

Board Annual Self-Evaluation

The Board conducts an annual evaluation of performance during the year. The issues include:-

  • Governance Role
  • Knowledge of the organization and the environment
  • Effective behavior and relationships
  • Recommendations for further professional development