Colin Steele was not elected to fill the slot for a second Jamaican domiciled member of the board of directors of the Caribbean Cement Company Limited (CCCL), it has now been confirmed.

Sunday Finance had reported earlier this week that Steele, a certified public accountant who has sat on several key boards, would assume the position after an attempt to remove the obligation to elect a second Jamaican director to the board was blocked by shareholders at the company’s Annual General Meeting (AGM) last week Thursday at the Spanish Court Hotel, New Kingston.

This was based on the fact that he had been publicly advertised as the duly nominated choice of the Jamaican shareholders.

The shareholders had been advised via an advertisement in the previous week’s Sunday Finance, which stated that he had been duly nominated to fill the vacancy created by the resignation of former Chairman Chris Dehring in 2016, which had left a single domiciled- in-Jamaica director in the current chairman of the board, Parris Lyew-Ayee.

However, Steele informed the Caribbean Business Report after the story appeared that he had not sought election to the board at the meeting. This was confirmed yesterday by spokespersons for the shareholders.

Article 86 of the CCCL Articles states:

“… After the first general meeting of the company at which directors are elected, there shall at all times be not less than two directors who are persons domiciled in Jamaica and if during his period of office any director domiciled in Jamaica shall die, vacate office, be removed, or resign or change his domicile so as to leave less than two directors domiciled in Jamaica, a person who is domiciled in Jamaica shall immediately be appointed by the directors, either as an addition to the board or to fill the vacancy thereby caused, as the case may be.”

It has been confirmed since the meeting that the effort to remove the clause was blocked after the procedure was challenged as being legally defective, and the directors conceded.

A spokesman for the shareholders stated that Steele withdrew his nomination after being assured that the board had set up a special committee (with minority shareholder representation) to restructure the company’s loan and lease arrangements with its parent Trinidad Cement Ltd (TCL).

The company announced the formation of the committee to the AGM and gave the assurance that the kiln assets, which are currently listed as owned by TCL and leased to CCCL, would revert to the ownership of CCCL within six months to a year.

This was considered a major issue among shareholders who have fought for the change for several years, and who believe that the change will bring tremendous value to shareholders.

Asked whether they are willing to let the situation continue as it currently is, the spokesman for the shareholders said “absolutely not”.

“The provision still holds, and the company is still in breach of it and arguably does not have a valid board with which to do business,” the spokesman said.

Another significant outcome of the meeting for the shareholders was the highlighting of the fact that the company is also defective in not having more than one independent director, as required by stock exchange rules.

“They also do not have a governance policy as required by the rules,” according to the spokesman. However, Lyew-Ayee gave the AGM his commitment to rectify all the defects. The minority shareholders say they will be following up on that promise.