As the largest producer of teas in the Caribbean and exporters of more than half of its products to Caribbean markets, the USA and the United Kingdom, Corporate Governance is integral to the growth and sustained development of Jamaican Teas.

Corporate Governance oversight is also extended to the subsidiaries of the Group, which includes the real estate and property companies:

• H. Mahfood and Sons Limited
• H. Mahfood and Sons 2020 Limited
• Bay City Foods Limited, operators of supermarket in Kingston
• QWI Investments Limited
• KIW International Limited, an investment holdingcompany with 17 percent ownership of QWI

The Board of Directors of Jamaican Teas Limited, entrusted with the responsibility of Corporate Governance, ensures that the Company is set on a solid foundation that supports and fosters:

• Its long-term strategic goals, including that of its shareholders, stakeholders and employees
• Sound and fair business ethics
• Compliance with all legal and regulatory requirements in the operations of the Company’s business, according to the Code of Corporate Governance
• Strong relationships with customers and suppliers in the community in which it operates
• Active engagement socially in the local community
• Access to information on the Company’s performance,internal changes and other matters of import via strategic media placements and its corporate website
• Participation in protecting the environment 

The fulfillment of these objectives is effectively carried out by a management team committed to high standards, which considers the interest of all shareholders, helping them to exercise their rights and encouraging participation in general meetings. Shareholders are also kept well-informed by way of detailed analysis of Quarterly Reports on the Jamaica Stock Exchange (JSE) website, the Company’s corporate
website, as well as paid advertising in the local newspapers.

The Company is also accountable to other stakeholders in respect of abiding by all legal, contractual and social obligations to non-shareholders, including policy makers,
creditors, employees, suppliers, customers and local communities. Additionally, the Company is compliant with international regulators in keeping with its US FDA approved status for exports and SQF and Kosher certifications.

In its selection of Board members, the Company is guided by a code of conduct, which promotes accountability, integrity, and ethical and responsible decision making.
Board members provide management with expertise in areas that facilitate the Company’s operations and financial performance.

The Company’s Board of Directors comprises six members, namely: John Jackson, Chairman, John Mahfood, Marcos Dabdoub, Duncan Davidson, Suzette Smellie-Tomlinson and Damien King. Of the six members, there are five independent/non-executive Directors and one non-independent/executive Director, John Mahfood.

A Director meets the independent criteria when he or she:

• Does not have substantial shareholdings in any of the Group’s companies;
• Is not a close relative of a shareholder with significant shareholdings;
• Or in an employment relationship with the Company or its subsidiaries.
• Only one of the Company’s Board members has substantial shareholdings in any of the Group’s companies or an employment relationship with the Company.  

Jamaican Teas Limited’s Articles of Incorporation provide that one third of the Board of Directors are to retire each year. Each retiring member, if eligible, may present themselves for re-election following their retirement. The Board is required to meet at least 5 times per year to review the budget and quarterly reports, and whenever else necessary.

The Company Secretary supports the Board of Directors in the timely communication, preparation and dissemination of all Board and Committee documents and ensures compliance with applicable regulatory deadlines and requirements. The appointment and removal of the Company Secretary is determined by the Board. The present Company Secretary for Jamaican Teas Limited is Cameron Burnet.

JTL is mandated by the Jamaica Stock Exchange Junior Market Rules to have a Mentor on its Board, throughout its tenure as a Junior Market company. John Jackson, the Chairman of the Company, has held this position since 2010.

The Mentor, whose competency is approved by the JSE, has the relevant skills, knowledge and expertise required, to carry out the responsibilities and functions as set out in Rule 503 (2) of the Junior Market Rules; having gained such skills, knowledge and expertise through professional qualifications, work for companies that are listed on the JSE or other stock exchanges, or other relevant experience.

The Mentor is a key adviser to the Board, ensuring that the Company has in place the framework, procedures, systems and policies for good fiscal discipline and corporate governance. The Mentor’s responsibilities are administered at all times in the best interest of the Company, its shareholders and stakeholders.

There are three (3) established committees, namely:

• Compensation
• Marketing
• Audit & Finance

Role of the Compensation Committee (CC) The Compensation Committee comprises independent non-executive Directors - Chairperson, Suzette SmellieTomlinson, Marcos Dabdoub and Duncan Davidson.

The main responsibilities of the CC are to:

• Review and approve the compensation paid by the member companies and to all employees and their Directors.

During the year, the CC reviewed two employee profit-sharing distributions, and the Directors’ fees payable for the financial year. The Committee also reviewed and recommended remuneration and terms of employment for new management staff, as well as participating in Executive interviews.

The Audit & Finance Committee seeks to ensure the integrity of the Company’s financial statements and adherence by the Group member companies to applicable accounting standards and governance codes, in the preparation of the quarterly and annual financial statements. In addition, internal controls are monitored so as to identify and control any operational risks.

The members of the Audit & Finance Committee are all independent, except for John Mahfood. John Jackson is Chairman, along with Suzette Smellie-Tomlinson, John
Mahfood and Joan Brown, a Chartered Accountant, who joined the Committee in July 2019.

During the year, there were approximately eighteen (18) Compensation Committee meetings, four (4) Marketing Committee meetings, five (5) Audit & Finance meetings and eleven (11) Board meetings. Attendance at these Board and Committee meetings are shown above:

Regulatory Responsibilities

During the last 12 months, there were no reports of any regulatory breach, including:

• The Securities Act or its insider trading regulations
• Regulations relating to the disclosure of transactions with any related party
• The listing Rules of the Jamaica Stock Exchange

All of the Company’s unaudited Quarterly Reports and its Audited Financial Statements were filed within the periods required by the listing rules of the Jamaica Stock Exchange (JSE) and with the Financial Services Commission, EXCEPT
for the 2021 Audited Financial Statements for which a 30-day filing extension was granted by the JSE.

In January 2022, KPMG, Independent Auditors of the Company, issued an unqualified audit opinion on the Company’s 2021 annual financial statements.

Each Director of the Company is paid an annual fee for his or her membership of the Board of Directors, and each member of a Committee of the Board is paid an annual fee for his or her membership of such Committee. Directors who perform the functions of Chairperson, whether of the Board or a Committee, are paid additional fees.

For the year ended 30 September 2021, the total fees paid by the Company to its Directors totalled $6,950,000 (2020 -$4,200,000). These fees included fees for Duncan Davidson who retired from the Board in October 2021, as well as for
Dr. Damien King who was appointed to the Board in January 2021. The fees are subject to the approval of the shareholders of the Company at the Annual General Meeting (AGM), and the fees proposed for 2022 will be put to the shareholders for approval at the Company’s next AGM.

In addition to an annual fee, each Director of the Company is entitled to participate in the Company’s share option schemes, which are described in detail in Note 13 of the
Company’s Audited Financial Statements. These share option schemes were approved by the Company’s shareholders, at the 2016 Annual General Meeting.

The Company, at its 2011 AGM, approved a stock option plan for its employees, which is described in Note 13 of the Company’s Annual Financial Statements. During 2021,
5,000,000 shares were issued to staff pursuant to this scheme, resulting in the allotment of $15,000,000 in shares.

The Company does not presently have procedures pursuant to which the Directors evaluate either their own performance or the performance of their fellow Directors. The Directors recognise that the absence of such procedures is undesirable and plan to engage external consultants to establish such procedures, and to perform an external
evaluation of the Board’s performance.

In 2021, the Directors did not participate collectively in any specific training programme relating to their functions as Directors of the Company.

The Directors of Bay City Foods Limited are John Mahfood, Charles Barrett and Jonathan Mahfood, none of whom are considered to be independent, as all three are full time employees of Jamaican Teas Limited. The Directors do not consider it necessary to have committees, as the company’s requirements are carried out by the JTL Board. All three Directors serve without remuneration from that company.

The Directors of H. Mahfood and Sons Limited are John Mahfood, John Jackson, Duncan Davidson and Cameron Burnet.

The Directors of H. Mahfood and Sons 2020 Limited are John Mahfood, John Jackson and Cameron Burnet.

Messrs Jackson and Davidson are considered to be independent. The Directors do not consider it necessary to have committees, as the company’s requirements are carried out by the JTL Board. The Directors of both companies serve without remuneration.

The Directors of KIW International Limited are John Mahfood, John Jackson (Chairman), Karl Wright and Kemilee McLymont. All Directors, except John Mahfood, are considered to be independent. Since KIW disposed of its investment portfolio to QWI, the services of the subcommittees were discontinued.

Each KIW Director is paid an annual fee. The total fees paid to KIW Directors in 2021 was $1.1 million (2020-$850,000). These fees are subject to the approval of the shareholders of the company at the Annual General Meeting (AGM), and the fees proposed for 2022 will be put to the shareholders for approval at the company’s next AGM.

The Directors of QWI Investments Limited (QWI) are John Jackson (Chairman), John Mahfood, Cameron Burnet, David Stephens, Carl Carby, Richard Evan David Thwaites and Malcolm McDonald. Mr. Thwaites joined the Board in January 2021. Messrs Thwaites, Carby, McDonald and Stephens are considered to be independent Directors of this company.

QWI has an Audit Committee chaired by Carl Carby. The other members are Malcolm McDonald, Cameron Burnet and David Stephens. The Audit Committee is therefore independent. QWI also has an Investment Committee responsible for the management of the company’s investments. This committee comprises John Jackson (Chairman), Cameron Burnet, and David Stephens who is the only independent.

The total fees paid to QWI’s Directors in 2021 was $7,760,000 (2020-$6,240,000). These fees are subject to the approval of the shareholders of QWI at the Annual General Meeting and the fees proposed for 2022 will be put forward for approval at the company’s next AGM.