JSE – directors cannot override AGM decision

Palace Multiplex in Montego Bay.

Palace Amusement shareholders approved a dividend of $2 per shares at the annual general meeting held in December last year with the record date of January 7 and payment to be made on January 18.
IC insider.com was informed that the Jamaica Stock Exchange stopped the payment. In discussion with the JSE they indicated that the company did not comply with the rules of the exchange to inform them of the dividend. Accordingly, the change in dividend payment was to allow for the public to have notice of the ex-dividend date.
That of course is only partially true, while the company did not advise the exchange when the directors were to meet to approve the dividend and what was the outcome of the meeting. The exchange had adequate notice of the payment from October 31. The exchange JSE staff did nothing about the information that they got and approved for posting on their website.
The company’s directors’ report clearly states that the dividend had an xd dividend date of January 4 with the payment to be made on January 18. The annual report was posted on the JSE website from October. The directors, report along with the audited report were put to the meeting for acceptance which was done.

Andre Tulloch, head of the JSE regulatory arm.

Shareholders after approving the directors’ report, approved the resolution for the payment of the dividend, effectively agreeing to ex dividend and payment dates as set out in the directors report.
In the wisdom of the Jamaica Stock Exchange, they ignored the supremacy of the AGM and forced the company to submit information to change all the dates relating to the dividend. They failed to understand that the directors have no powers to change what the shareholders approved, and if a change is to be made, then the directors would need to call a general meeting to get shareholders to make the change. The correct remedy would have been some reprimand not a call for a non-legal action.
The requirements of the JSE is that any meeting at which a dividend is to be consider should be communicated to the JSE no later than 7 days before the date of the meeting and within 48 days of the meeting the decision taken. This was not done by Palace, but the JSE who had notice of the declaration from the end of October, did nothing about it for more than two months.
On 17 January, a posting on the JSE website showed that the record date was changed to January 31. The posting stated the “Palace Amusement (PAL)  has advised that following decision made at their Annual General Meeting in December 2018, to pay a dividend of $2 per stock, the payment will be made on February 8, 2019, to the shareholders on record as at January 31, 2019,  The ex-dividend date is January 30, 2019.”
The added problem is that shares were traded in January after the xd date of January 4. The seller would have expected to collect the dividend that was approved. It also means that cheques already drawn, may have to be redone, to record the new record date.
The JSE has clearly, made a huge error in this matter and should immediately correct it, to prevent a messy situation from getting worse. You cannot correct a wrong by another wrong.

About IC Insider.com