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P a g e
TRINIDAD CEMENT LIMITED
SECTION 3: DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEE RELATIONS
(Continued)
3.4
CORPORATE GOVERNANCE
3.4.1
Board of Directors
The Board is responsible under law for the direction and control of the Company’s business. It has the
statutory authority and obligation to protect and enhance the assets of TCL in the interest of all
shareholders. Although Directors may be elected by the shareholders to bring special expertise or a point of
view to Board deliberations, they are not chosen to represent a particular constituency. The best interest of
TCL must be paramount at all times. The involvement and commitment of Directors is evidenced by
regular Board and committee attendance, preparation and active participation in setting goals and requiring
performance in the interest of shareholders. The duties of directors are itemized below:
Selection of key management;
Monitoring the Company’s progress and taking action where necessary;
Strategy formulation;
Approval of policies and ensuring compliance therewith;
Timely reporting of financial and other material information to shareholders ;
Ensuing compliance with all statutory and regulatory obligations; and
Annual self-evaluation.
Term
The term of office of Directors is outlined in the Company’s Bye-laws at Paragraph 4.6. In essence,
Directors are eligible to hold office for a maximum period of two (2) years however, in practice half of the
Board retires by rotation after one year of being elected at an annual meeting and the other half after two
years of being elected at an annual meeting.
Service Contracts
Directors do not have service contracts with the Company or its subsidiaries.
Board Committees
The Board currently has four (4) standing committees as depicted below:
Members:
Alison Lewis
Michael Glenn
Hamel-Smith
Alejandro Ramirez
Board of TCL
Scheduled number of meetings per year: 12
Governance
Commit tee
Audit
Commit tee
Finance
Commit tee
Human
Resource
Commit tee
Number of meetings
2014: 0
Members:
Alison Lewis
Nigel Edwards
Christopher Dehring
Number of meetings
2014:4
Members:
Alejandro Ramirez
Wayne Yip Choy
Parasram Heerah
Number of meetings
2014:1
Scheduled number of
meetings per year: 4
Number of meetings
2014:7
Members:
Nigel Edwards
(Chairman)
Alison Lewis
Jean Michel Allard
