CPJ’s Board of Directors operates under a well-established corporate governance framework, which includes a Board Charter and charters for the committees of the Board. The Board regularly reviews the framework, policies, and practices to ensure that they meet the expectations of our shareholders and change, if necessary, to conform to local and global best practice in corporate governance and the company’s internal processes and practices.
Structure of the Board and its Committees
The Board Charter: The Board has ultimate responsibility for setting policy for the business and affairs of CPJ for the benefit of its shareholders and other stakeholders, and is accountable to shareholders for its performance. The Board’s main responsibilities and functions fall into three main areas: (a) strategic planning and monitoring; (b) compliance and shareholder communication and; (c) internal controls and risk management.
Board Composition, Areas of Competence and Diversity
The Board considers that its members collectively possess the appropriate competencies and attributes that enable the Board to effectively discharge its responsibilities, contribute to discussions on the Company’s strategy and provide oversight to the achievement of corporate goals and objectives.
The Corporate Governance and Nomination Committee has the responsibility to periodically review the size and composition of the Board, define the desired profile of any new candidates for election, assess candidates against the required skills and on their qualifications, backgrounds and personal qualities, undertake the appropriate background and other checks and recommend the most appropriate candidate(s) for consideration by the Board.
The Board continues to be led by Executive Chairman, Mr. A. Mark Hart, who is primarily responsible for the activities of the Board and its committees, acting as the spokesman for the Board and presiding over the Annual General Meeting.
Thomas Tyler was appointed by the Board as Co-Chairman. During the year, long-serving director, Antony Hart, retired from the Board. As at June 30, 2017, the Board consisted of twelve Directors: four Executive Directors, including the Executive Chairman, the Co-Chairman, the Chief Executive Officer and the Chief Financial Officer, and eight Non-Executive Directors, among them two Independent Directors.
One third (⅓) of our Directors (excluding the CEO and a Director appointed to fill a casual vacancy and rounded down to the nearest whole number) will retire at the next annual general meeting.
Other than the CEO, no Director may remain in office for more than three years without resigning and standing for re-election.
The Board has a great mix of skills and diversity, which aids good corporate governance and oversight and are aligned with the Company’s strategy “to drive our profitability through strong supplier relationships by delivering great products with exceptional service”.
Areas of competence and skills, aligned with the Company’s 5 Guiding Principles, are shown in Table 1 below.
Guiding Principles and Alignment with Director Competencies and Skills
Directors’ Skills and Competencies
|AREA||COMPETENCE or EXPERIENCE|
|Industry||Wines, alcoholic & non-alcoholic beverages, juices, consumer products, manufacturing, distribution, branding, marketing|
|Strategy and Leadership||Listed company experience, business strategy development, business and executive leadership, CEO experience, mergers, and acquisitions|
|Business and Finance||Capital management, corporate finance, accounting, audit, e-commerce, technology, human resources, risk management|
|Governance and Regulatory Matters||Corporate governance, legal, regulatory, health and safety, environment, corporate social responsibility, government relations|
|International Business||Overseas joint venturing, international business, and industry experience|
|Diversity||Diversity in gender, ethnicities and experiences|
Induction and Continuing Development of Directors
A formal induction programme is available to new directors to ensure that they have a working knowledge of the Company. The programme includes one-on-one meetings with management and a tour of the Company’s offices, retail outlets, warehouses and manufacturing facilities in Kingston and Montego Bay.
All directors are regularly updated on relevant industry and company issues. There is an ongoing programme of presentations to the Board by heads of business units.
Independence of Directors
The factors that the Company considers when assessing the independence of its directors are set out in its Board Charter, a copy of which is available on the Company’s website. Based on these factors, the Directors deemed to be independent as of June 30, 2017, are:
- Richard Mark Hall and
- L. Camille Shields.
Meetings of the Board
During the year, the Board formally met on five occasions. Each director’s attendance at the meetings is detailed below.
The agenda for meetings is prepared in conjunction with the Chairman, the Chief Executive Officer, the Chief Financial Officer and the Company Secretary. Standing items include the CEO’s report, division operating reports, committee minutes and reports, financial reports, strategic matters and governance and compliance updates. All submissions are circulated in advance of the meetings to allow the Board time to give due consideration to each report.
The Board has access to Company executives and management, and independent advisors, if required. Members of the senior management team are regularly invited to participate in Board deliberations and Directors have other opportunities to interact with management and employees during visits to headquarters for Board meetings.
The Company has established policies and procedures to ensure timely and balanced disclosure of all material matters concerning the Company and to ensure that all investors have access to information on the Company’s financial performance. These policies and procedures include a Disclosure Policy that identifies matters that may have a material effect on the price of the Company’s securities, how shareholders are notified to shareholders, including posting relevant information on the Company’s website and issuing media releases.
|Name||Position||No. of meetings eligible to attend||No. of meetings attended||% of meetings attended|
|A. Mark Hart||Executive Chairman||5||5||100%|
|Thomas N. Tyler||Co-Chairman||5||5||100%|
|David F. Lowe||Chief Executive Officer||5||5||100%|
|Jan M. Polack||Chief Financial Officer||5||5||100%|
|Ronald Schrager||Non-Executive Director||5||3||60%|
|Robert Hooker||Non-Executive Director||5||5||100%|
|Antony Hart||Non-Executive Director||4||3||60%|
|Richard Mark Hall||Non-Executive, Independent Director||5||4||80%|
|L. Camille Shields||Non-Executive, Independent Director||5||4||80%|
|Theresa Chin||Non-Executive Director and Company Secretary||5||3||60%|
|Christopher Berry||Non-Executive Director||5||5||100%|
|Konrad Berry||Non-Executive Director||5||3||60%|
The Board Charter recognizes its responsibility for the oversight of management on behalf of stakeholders, and to discharge these responsibilities most effectively it has appointed three standing committees from among its members to perform specific tasks.
The Audit Committee oversees the integrity of the company’s financial reporting and the effectiveness of financial and regulatory compliance, internal controls, and risk management. The Committee also manages the Board’s relationship with KPMG, the company’s external auditor, and the internal auditing department, a role outsourced to PricewaterhouseCoopers. The work of the committee supports key events in the company’s financial calendar and financial reporting cycle. Audit Committee members include:
- Ronald Schrager, Chair
- Theresa Chin, Non-Executive Director & Company Secretary
- Richard Mark Hall, Independent Director
- Camille Shields, Independent Director
- Konrad Berry, Non-Executive Director
The Compensation Committee assists the Board in fulfilling its fiduciary responsibilities relating to the fair and competitive compensation of non-executive Directors, executives and other key employees of the Company, and in connection with the administration of the general employee welfare plans of the company. The Compensation Committee has a solid understanding of the role of compensation in attracting, motivating and retaining senior executives in particular and all employees in general.
The Committee is primarily responsible for providing recommendations to the Board in regards to the remuneration strategy, policies and practices applicable to non-executive Directors, the CEO, and senior management. Compensation Committee members include:
- Richard Mark Hall, Committee Chairman
- Ronald Schrager, Non-Executive Director
- L. Camille Shields, Independent Director
- Theresa Chin, Non-Executive Director and Company Secretary
- Christopher Berry, Non-Executive Director
Corporate Governance and Nomination Committee
The Corporate Governance and Nomination Committee assists the Board in ensuring that its composition, structure, policies, and processes meet all relevant legal and regulatory requirements and global corporate governance best practice standards. The work of the committee supports the objective of increasing the long-term value of the company.
Corporate Governance and Nomination Committee members include:
- The Charter of each committee sets out the composition, duties, and responsibilities of that particular committee.
- Each committee is required to inform the Board of its deliberations at the next meeting of the Board.
- Each Director has unrestricted access to all committee meetings and records.
Oversight, Governance and Ethical Leadership
The Company is committed to upholding the highest legal, moral and ethical standards in all its corporate activities. The Board’s Charter sets out the five moral duties of Directors:
- To act with intellectual honesty in the best interest of the company and all its stakeholders. Conflicts of interest should be avoided. Independence of mind should prevail to ensure the best interest of the Company and its stakeholders are served.
- To devote serious attention to the affairs of the company, obtaining relevant information required for exercising effective control and providing innovative direction to the Company.
- To use and acquire the knowledge and skills required for being effective and continuously developing competence; to be willing to be regularly evaluated to assess competence.
- To be diligent in performing Directors’ duties, devoting sufficient time to attend to Company affairs, and
- To have the courage to take the risks associated with directing and controlling a successful sustainable enterprise, but also the courage to act with integrity in all Board decisions and activities.
Conflicts of Interest
To ensure that any personal interests of a Director in a matter to be considered by the Board are brought to the attention of the Board, the Company has developed protocols that require each Director to disclose any contracts, interests in transactions and other directorships which may involve any potential conflict. Appropriate procedures have been adopted to ensure that, where the possibility of a material conflict arises, the Director does not participate in a discussion on the issue or vote in respect of the matter at the meeting where the matter is considered.
Performance Management and Director Compensation
Dependent on attendance, for each meeting of the Board and the various committees on which they serve, Non-Executive Directors are paid a fee of $250 USD per meeting. Remuneration paid to the members of the Board of Directors in the current and prior year.
The Corporate Governance and Nomination Committee is responsible for establishing processes for reviewing the performance of individual Directors, the Board as a whole, and Board Committees and reviewing and finalising the matrix of skills, experience, and characteristics required to be collectively met by the Board and each of the Committees.
|Current Year||Prior Year||% Change|
The Company has several risk management policies for the oversight and management of financial and non-financial material business risks, as well as related internal compliance systems that are designed to:
- protect the interests of stakeholders;
- safeguard the Company’s assets and maintain its reputation;
- improve the Company’s operating performance; and
- fulfill the Company’s strategic objectives
Although the Board ultimately has responsibility for internal compliance and control, the Audit Committee is responsible for oversight of the company’s risk management and internal control framework. The Audit Committee, in conjunction with management, regularly reports to the Board on the effectiveness of the company’s management of its material business risks and whether the risk management framework and systems of internal compliance and control are operating efficiently and effectively in all material respects.
The Company’s internal audit function is outsourced to PricewaterhouseCoopers, which carries out targeted internal audits on a quarterly basis. An annual internal audit plan is presented to and approved by the Audit Committee and, generally, four times a year, the Committee receives an internal audit report. The Audit Committee reviews the company’s risk management framework annually.