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Corporate Governance

The Board of Directors espouses best practices in governance. The Board meets formally once in every month and special meetings are convened as necessary.

The maximum number of directors permitted by the Company’s Articles of Incorporation is 15. At present, there are currently 8 members, comprising the Chairman, 3 other Non-Executive members and 4 Executive members.

To assist in its corporate, administrative and management functions, the Board has established 6 standing Committees. Each Committee has its own terms of reference and chairperson, who reports to the Board and circulates the minutes to the Board after each meeting. Each Committee functions within clearly defined policies and guidelines, established by the Board. These policies and guidelines are reviewed and assessed on an ongoing basis and amended, when necessary, against relevant information to ensure that the Group's policies continue to be meaningful and responsive to the business and wider environments.

• The Management Committee performs the most senior management function of  the Group. This Committee is responsible for managing the Company and its subsidiaries, as directed by the Board. The main responsibilities associated with  these duties include: designing management yardsticks of performance and policies for the Management Committee, setting goals and developing structured action plans for their achievement, developing staff training programmes, reviewing and analyzing operating results and liquidity and recommending specific matters to the Board that requires its consideration and decision.


Current Members of the Management Committee:
Martin J. K. Pritchard - Chairman 
Ian A. Alleyne
J. G. Stewart Massiah
Mrs. C. Natasha Small
John S. Taylor
Ashwell E. Thomas

• The Corporate Governance Committee assists the Board in ensuring corporate fairness, transparency and accountability based on the principles of openness, integrity and accountability taking into account the Company’s existing legal and regulatory requirements. The responsibilities of this Committee are to: enhance the Group’s system of corporate governance by establishing, monitoring and  reviewing the principles of good governance, establish appropriate procedures and codes of conduct for the Company and its subsidiaries, review and make recommendations regarding the Board's composition and balance and review succession planning proposals for top executive positions within the Company.

The Committee consists of 5 persons, at least 3 of whom must be non-executive directors. The Chairman shall be a non-executive member of the Board.  The Committee must meet at least once per year.


Current Members of the Corporate Governance Committee:
Ms. Vere P. Brathwaite – Chairman
Joseph N. Goddard
Martin J. K. Pritchard
Ashwell E. Thomas
C. Douglas Maloney

• The Executive Committee considers and decides matters relating to major investments and business development which require urgent action between regularly scheduled Board meetings.  The Committee comprises (5) persons: the Chairman, 2 other non-executive directors, the Managing Director and Deputy Managing Director (where one is appointed). The Chairman of the Board is also the chairman of this Committee; in his absence, the Managing Director presides.  Where major decisions are to be made, this Committee must make every effort to consult other Board members to ensure widest participation in the Committee's deliberations.

Current Members of the Executive Committee:
Joseph N. Goddard – Chairman
Martin J. K. Pritchard
Ms. Vere P. Brathwaite
C. Douglas Maloney

• The Audit Committee assists the Board in ensuring an effective system of financial reporting, internal control and risk management. It also reviews the internal audit annual work plan in accordance with the Internal Audit Charter.  The terms of reference of this Committee include: the annual review of the performance and the value for money of the external auditors, for both statutory audit and non-audit work. This Committee annually examines the independence of the external auditors and ensures that the external audit can be put out to competitive tender.

This Committee comprises four non-executive members of the Board. The Internal Auditor and members of the senior management team  may attend meetings at the invitation of the Chairman of this Committee. This Committee meets as deemed necessary but no less than twice per year.

Current Members of the Audit Committee:
Joseph N. Goddard - Chairman
C. Douglas Maloney
Stephen T. Worme

• The Compensation & Human Resource Committee assists the Board in relation to the fixing and reviewing of executive compensation and the development of corporate human resource policies. Its primary responsibilities include: evaluating the performance of the CEO and the Management Committee, evaluating the Group’s performance and overseeing the stock option plan, stock purchase plan and other executive incentive plans. In carrying out its functions, this Committee must have regard to relative shareholder return and the value of similar incentive awards to senior executives at comparable companies. This Committee consists of 5 members of the Board of Directors, of which 3 three must be non-executive directors. The Chairman of the Committee may convene meetings as deemed necessary but at least once per year.


Current Members of the Compensation & Human Resource Committee
 Joseph N. Goddard – Chairman
 Miss Vere P. Brathwaite 
C. Douglas Maloney
Martin J. K. Pritchard
 Ashwell E. Thomas
 
• The Public Relations Committee is responsible for developing and implementing strategies and programmes to enhance the Group's corporate image. It also provides assistance in various community-based activities. This Committee also provides content for corporate sponsorship and external communications including press releases. The Committee publishes “The Goddard Enterpriser”, a quarterly newsletter, which provides information about the Group as well as information about professional and personal development of the Group’s staff.  This Committee may obtain independent professional advice and secure the attendance of a Public Relations Consultant with relevant experience and expertise at its meetings, if it considers such necessary. The Public Relations Consultant shall not be deemed to be a member of this Committee and shall not have voting rights.

The major responsibilities of this Committee include: maintaining useful relationships with the various communities and the media, providing a unifying focus in communications, particularly in potentially adverse situations and recommending aggressive strategies in response to issues or opportunities which might face the Group from time to time.  The Committee shall comprise up to 5 members, 2 of whom must be Board members, one each representing this Company and a subsidiary company. The Chairman of the Committee may convene meetings as deemed necessary but at least once per year.

Current Members of the Public Relations Committee
Ashwell E. Thomas – Chairman
Ian A. Alleyne
Stephen T. Worme
Mrs. Margaret Allman-Goddard – PR Consultant
(Subsidiary Representative)