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Bahamas Olympic Committee (BOC) President Wellington Miller has announced the following roles for the organization's newly elected executive members:
Wellington Miller - Chairman and CEO of the Board; ex officio of all commissions
Roy Colebrook - Administration and Training/assist the president and the secretariat
Robert Butler - Membership and New Enrollments/Sports Organization/Building
Joe Smith - Technical Development/Sports Religion Development/Community Affairs
Iram Lewis - Family Island Development and Talent Identification/Building
Cora Hepburn - Women & Sports/Sport For All/assist Colebrook
Derron Donaldson - Youth Development/Sport For All/assist Colebrook
D'Arcy Rahming - Marketing/Fundraising/Finance and Budget
Clarence Rolle - Social Media/Website/Finance and Budget
Kathryn Dillette - Education & Environment/Women & Sports
Romell Knowles - Executive Director/Management of Secretariat and Olympic Academy (Solidarity).
o The president noted that by giving each member of the executive specific responsibilities, it should assist in promoting the advancement of sports throughout The Bahamas and continue to make sport available for all.
Since the launch of the APD (Arawak Port Development) offering we have heard numerous quarters complaining about the lack of independent directors. To be clear and in the interest of transparency, CFAL Ltd. was one of the professional advisors to the initial public offering. This article was not written to defend the current structure, as we will demonstrate later. This article was written to assist in understanding the role of the independent director as well as the process for appointing independent directors.
Yes, it is good to have independent directors and we strongly encourage it. Colina Insurance Company, a sister company of CFAL, has more independent directors than any publicly traded company in The Bahamas. So yes, we understand and appreciate the role of the independent director.
As per the definition of independent director in the code of corporate governance, an independent director should not have any pecuniary relations or transactions with the company or its promoters; his or her decisions should be independent of those who have a controlling stake in a company; and should be in the overall interest of the company and its stakeholders. The Companies Act does not include a definition for 'independent directors'. Stock listing agreements define independent directors as follows:
"For the purpose of this clause the expression 'independent directors' means directors who, apart from receiving director's remuneration, do not have any other material pecuniary relationship or transactions with the company, its promoters, its management or its subsidiaries, which in judgment of the board may affect independence of judgment of the directors."
There are no provisions for the appointment of independent directors in the present act. The appointment of independent directors in the case of listed companies is governed by the exchange, but in the case of an unlisted company there is no such requirement.
An independent director is a person with many years experience and chooses to be on the board of directors, who is supposed to guide the company. The role they play in a company broadly includes to improve corporate credibility and governance standards; to function as a watchdog; to maintain balance in a promoter-dominated scenario, and play a vital role in risk management. Their only role in the company is to protect the interests of the minority shareholders vis-à-vis the promoters. There are several benefits that an independent director can bring to a company, which include:
i. Counterbalance management weaknesses in a company.
ii. Ensure legal and ethical behavior at the company.
Every director has a role to play, as reflected in the name itself. They cannot escape the law for being a signatory in the board meetings. Apart from relying on the judgment of the directors who do sit on the audit committee, an independent director who does not sit on the audit committee can take help of the Companies Act, which states: "The books of account and other books and papers should be available for inspection to any director during business hours". The directors have the right to inspect documents pertaining to the period during which they were a director, especially since they are required to answer a statutory authority on questions pertaining to that same period. This should be exercised by them.
To be more specific, however, at the time of the current offering there were two major shareholder groups - the government and the original private operators of the port. The directors were taken from this group, which seems reasonable.
Up to the time of the offering there were no new minority investors. Once the offering is closed we fully expect several thousand new investors. Directors can only be appointed and ratified at the annual general meeting. At this time any shareholder can recommend and put forward a named person as a proposed director.
A vote is taken and it either passes or not. The reality is that the original investors control 40 percent of the votes. The government controls 40 percent and the public 20 percent. The probability that a director can be appointed from the floor is remote, save for all parties getting together, which we are optimistic would happen in the future.
But we don't appreciate why a new company in the built-out stages would wish to incur the additional expenses of immediately announcing and calling an AGM shortly after the offering closes, when the management and board should be focusing on completing the construction and ensuring the company is fully operational, so that its new investors can benefit from the success of the company.
So, what is the role of the directors of the APD or any publicly-traded company for that matter?
1. Exercise leadership, enterprise, integrity and judgment in directing the corporation, so as to achieve continuing prosperity for the corporation and to act in the best interest of the business enterprise in a manner based on transparency, accountability and responsibility;
2. Ensure that through a managed and effective process, board appointments are made that provide a mix of proficient directors, each of whom is able to add value and to bring independent judgment to bear on the decision-making process;
3. Determine the corporation's purpose and values, and determine the strategy to achieve its purpose and to implement its values, in order to ensure that it survives and thrives, and ensure that procedures and practices are in place that protect the corporation's assets and reputation;
4. Monitor and evaluate the implementation of strategies, policies, management performance criteria and business plans;
5. Ensure that the corporation complies with all relevant laws, regulations and codes of best business practice;
6. Ensure that the corporation communicates with shareholders and other stakeholders effectively;
7. Serve the legitimate interests of the shareholders of the corporation and account to them;
8. Identify the corporation's internal and external stakeholders and agree to a policy, or policies, determining how the corporation should relate to them;
9. Ensure that no one person or a block of persons has unfettered power and that there is an appropriate balance of power and authority on the board which is, inter alia, usually reflected by separating the roles of the chief executive officer and chairman, and by having a balance between executive and non-executive directors;
10. Regularly review processes and procedures to ensure the effectiveness of its internal systems of control, so that its decision-making capability and the accuracy of its reporting and financial results are maintained at a high level at all times;
11. Regularly assess its performance and effectiveness as a whole, and that of the individual directors, including the chief executive officer;
12. Appoint the chief executive officer and at least participate in the appointment of senior management, ensure the motivation and protection of intellectual capital intrinsic to the corporation, ensure that there is adequate training in the corporation for management and employees, and a succession plan for senior management;
13. Ensure that all technology and systems used in the corporation are adequate to properly run the business and for it to remain a meaningful competitor;
14. Identify key risk areas and key performance indicators of the business enterprise and monitor these factors;
15. Ensure annually that the corporation will continue as a going concern for its next fiscal year.
If we can start by embracing these principles, we feel that we would be well on our way to improving the state of corporate governance in our country.
Any number of companies in the past few years have embraced independent directors and we don't expect this will change anytime soon.
The New Securities Industry Act adequately addresses these concerns, but we must be mindful of the process and the cost involved. Corporate governance is not a passing fad, but rather it represents the institutionalization of conducting business based on the principles of fairness, accountability, responsibility and transparency.
CFAL is a sister company of The Nassau Guardian under the AF Holdings Ltd. umbrella. CFAL provides investment management, research, brokerage and pension services. For comments, please contact CFAL at: firstname.lastname@example.org.
The Bahamas Association of Compliance Officers (BACO) is aiming to increase its role in the legislation and regulation process going forward in the financial services industry, with the organization's newly-elected president saying re-establishing its presence is a key priority on the agenda.
Marsha Ferguson told Guardian Business during BACO's annual general meeting on Monday that the organization wants to increase its footprint. In particular, BACO wants more involvement in the implementation of new guidelines for the financial services sector. Ferguson said the relationship between BACO, the government and other financial bodies should be restored to what it once was.
"We want to be an integral part in regards to legislation and reviewing proposed guidelines and regulations, and ensuring that we make our comments relevant to what is necessary," Ferguson said. "BACO has always played significant roles in regards to the regulators and [forming] partnerships with them.
"Back in the day, when we previously had the Ministry of Financial Services, we had meetings with the attorney general, ensuring that we had a voice before regulations became enforced."
Ferguson mentioned that having an opinion in regards to what regulations may come on stream will make the role of compliance officers clearer. According to her it's important to keep the compliance body abreast as legislation is formed.
While the overall footprint of compliance in the financial services sector may not be enormous, Executive Director of the Securities Commission of The Bahamas (SCB) Dave Smith said that its presence is likely to increase and is growing at a steady pace.
"It's still evolving to a large extent and I think that BACO has a critical role to play, and so that's the encouragement to BACO, to look at ways to advance the particular concerns they have within the industry," Smith told Guardian Business. "It bodes very well at this time, but as with anything else there's always room for improvement."
Smith mentioned that BACO must seek to broaden its horizons as well, noting that having an equal presence in the insurance sector and a more in-depth footprint in the securities industry would be a plus for the organization, given that the global landscape is a step ahead in those areas.
Ferguson's response was that BACO wants to have a greater impact in the insurance sector, and having a certification for the securities industry is not out of the question. She also added that the compliance body is tops in the region and other nations seek its advice.
"BACO has always been at the forefront, that hasn't changed and we look for that to continue even more," she said. "We still have other islands and countries that look or call upon us to give them guidelines in terms of starting up associations, and we assist where we can in that regard.
"We're looking forward to enhancing and increasing our membership, being committed to compliance, protecting our industry and jurisdiction and broadening compliance in The Bahamas."
Joint OAS - CARICOM Mission in Haiti Calls on all Actors Involved in the Electoral Process to Fulfill their Role with Responsibility and Civility
of the various actors involved on Election Day in Haiti have a key
role to play. The Joint OAS-CARICOM Electoral Observation Mission
(JEOM) calls on all of them to fulfill their roles with neutrality,
a sense of civic responsibility and respect for the stipulations of
the Electoral Law.
The training of election officials that is
currently underway will be essential to the success of the process
and the JEOM wishes to underline the importance of recruiting
competent and experienced staff to perform these functions. The
Mission reminds that improving the quality of training of election
officials and particularly supervisors and members of polling
centers (MBV) was central to the recommendations provided to the
Provisional Electoral Council (CEP) by the JEOM and the OAS Mission
The Bahamas Immigration Department was urged to redefine its goals and objectives in order to meet the growing demands caused by illegal migrants. The call came from Acting Prime Minister and Minister of Foreign Affairs and Immigration the Hon. Brent Symonette as he delivered the keynote address at the Bahamas Immigration Graduation Ceremony of Class 2010 Squad A on Friday, August 6, 2010.
Project managers play multiple roles they may be a guide, an influencer, a consensus builder, an observer, a peacemaker, a taskmaster and empathetic listener, an encourager or a documenter.
The project manager must know the steps in the process from beginning to end and carefully guide the project team, customers and stakeholders through each phase in the project life cycle.
The project manager must ignite enthusiasm in the team and stakeholder group as he/she establishes momentum for the project and keeps the pace.
The project manager must find ways to establish an environment conducive for building consensus.
The project manager must watch carefully for po ...
Bahamas -- Mastering international debate prepares future delegates
for scholarship and research opportunities
in global negotiations. Foreign Affairs and Immigration Minister, the
Hon. Fred Mitchell encouraged the high school students selected
for the 16th Model United Nations Sessions (MUNS), to inherit a heritage
of competence in civics, globalisation, communications, and diplomatic
The MUNS session was held at the
Crown Ballroom in the Coral Towers at Atlantis on Paradise Island. Minister
Mitchell spoke briefly about the global leadership issues of dealing
with climate change in Small Island Developing States.
BAIC chairman Arnold Forbes said the government is trying to "alleviate" the amount of persons on work permits holding technical jobs by training Bahamians.