Voluntary cut in fees for Gleaner directors

Published: Wednesday | June 17, 2009


Gleaner Company directors have taken a voluntary 15 per cent cut in their fees for 2009, part of a signal of restraint from the top in the face of the tough environment for the company and businesses generally.

At the company's annual general meeting (AGM) last Thursday, shareholders approved, on the recommendation of Chairman and Managing Director Oliver Clarke, OJ, to hold directors' fees at the same level as in 2008.

But Clarke had earlier advised that directors had already agreed to the 15 per cent cut "to share in the sacrifices" during these difficult times. Non-executive board members earn just under $400,000 annually for their work.

"This is an important move that should be applauded," Clarke said.

At the same meeting, shareholders, for the second year in a row, approved a proposed change to the company's articles that would make it mandatory for buyers of the company's stocks to disclose their identities on demand by directors.

But the resolution softened the penalty for failing to comply, a concession after last year's rejection by the Jamaica Stock Exchange (JSE) of The Gleaner Company's proposal that errant equity holders forfeit their dividends.

Interest

Instead, dividend payments would be suspended and placed into an escrow account, but The Gleaner Company and the JSE are still at odds over whether the withheld cash should attract interest.

Company Secretary Collin Bourne said he expected that The Gleaner Company and the JSE would arrive at an agreement and that the amendment to Article 26 would go ahead. But even then, The Gleaner Company's chairman challenged the attitude of the JSE, saying that the stock exchange "is not taking this matter as seriously as it should".

The initial resolution followed last year's acquisition by an anonymous buyer of a significant number of the media company's shares. At the time, there were whispers in financial markets that the buyer - whose identity Clarke told shareholders is now known - might have been setting the groundwork for a hostile takeover.

Clarke argued at the AGM that a clause such as was approved also made sense in the context of control of a media group and growing concerns over issues such as money laundering and financial fraud.

In fact, the GraceKennedy Group previously put in place a similar requirement for share ownership disclosure, a change that found no objection from the JSE. Clarke said this was common in other jurisdictions.

"I don't think that their members, the stockbrokers, should have exclusive responsibility for knowing who the purchasers of shares in your company are," he said.