(876) 978-3974 aerotel@cwjamaica.com

Provider of ICT Operations, Engineering and Technical Maintenance Services for Aviation Control Systems and Radio Broadcasting Services

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Corporate Governance

GOVERNANCE

AEROTEL is a limited liability company and a subsidiary of the Jamaica Civil Aviation Authority (JCAA), as a result of their ownership of ninety-nine percent of the Company’s shares.

The Board of Directors supervises and monitors management’s performance against the Board’s parameters and in compliance with applicable legal and regulatory requirements. They also provide service and counsel to management to ensure that the key strategic objectives of the company are achieved.

Mr. Marc Ramsay

Mr. Marc Ramsay

Chairman

Ms. Marlene McLean

Ms. Marlene McLean

Company Secretary

BOARD RESPONSIBILITY

While management undertakes the day to day functions of the company’s opera tions, it is the Board of Directors which remains ultimately accountable to the company’s stakeholders for the company’s performance and adherence to applicable laws and sound business

The Board is responsible for the following key duties and functions:-

  • Overseeing governance principles and guidelines.
  • Overseeing and approving the Company’s strategic directions, and the organizational structure and succession planning of senior management.
  • Evaluating the actual operating and financial results of the company against the objectives, strategies and plans Identifying the principal business risks, review and approve key risk management policies and practices, and oversee the implementation of appropriate systems to enable compliance with such policies.
  • Overseeing the integrity of the company’s internal controls Establishing committees of the company with appropriate responsibilities and appoint Chairs for the Committees

At all times, the Directors are expected to exercise sound, independent business judgment in
the best interest of the company and its stakeholders.

BOARD COMPOSITION

The Board is currently comprised of ten (10) directors, one of whom is co-opted. The Board is chaired by Mr. Marc Ramsay. The Directors are independent and have diverse skill sets, experience and background which include local and international experience in aeronautics, law, business, management, finance, accounting, and human resource. The Directors have access to the Chairman, the General Manager and senior management. Time is allowed for discussion among the Directors, independent of management.

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COMMITTEES OF THE BOARD

At The Board has delegated certain responsibilities to its committees.

AUDIT COMMITTEE

AUDIT COMMITTEE

The Committee comprises Mr. Canute Sadler – Chairman, Mr. Tomlin Scarlett and Mr. Linvol Stephens. These members are non-executive directors, considered by the Board to be independent. The Terms of Reference of the Audit Committee are reviewed by the Committee and approved by the Board. The committee has oversight responsibilities for the company in relation to the following areas:-

  • The integrity of the financial reporting and systems of controls
  • Ensuring compliance with legal and regulatory requirements
  • The performance of the internal auditor and external auditors
  • Risk management
FINANCE COMMITTEE

FINANCE COMMITTEE

The Committee comprises Mr. Nari Williams-Singh and Mr. Alfred McDonald; and meets monthly. The
Committee has oversight responsibility for the following:-

  • Assist the Board in overseeing the financial risk, management strategies, policies and other financial matters delegated to it by the Board
  • Reviewing and recommending to the Board major financial transactions
  • Make recommendations to the Board on all finance matters. The Board is responsible for the final decision.
HUMAN RESOURCE COMMITTEE

HUMAN RESOURCE COMMITTEE

The Committee comprises Mr. Ewan Simpson – Chairman, Mr. Alfred McDonald and Mr. Canute Sadler. The committee holds bi-monthly meetings and has oversight responsibility for the following:-

  • Collective bargaining agreements
  • Review annually the company’s:- organizational structure, compensation policies and guidelines, performance management system and human resource policies, and recommend to the Board any necessary changes
  • Review the annual adjustments to compensation proposed by management
  • Review management’s proposals for the appointment of executives and senior managers
  • Review annually, management’s succession and development plans for the executives, senior managers and persons in critical areas
ENGINEERING COMMITTEE

ENGINEERING COMMITTEE

The committee comprises Mr. Tomlin Scarlett – Chairman, Mr. Linvol Stephens, and Mr. Nari Williams-Singh (and/or a representative from the Jamaica Civil Aviation Authority (JCAA)). The committee meets monthly and has oversight responsibility for the following:-

  • Review the engineering structure, policies, guidelines and operating performance, and compliance with ICAO and other relevant professional standards
  • Review major engineering initiatives, and other plans for significant operating expenditure
  • Assess the suitability of the engineering strategies to support the attainment of corporate objectives
  • Review aeronautical and broadcasting infrastructure and other substantial capital investment projects
  • Offer policy direction and general guidance in keeping with international standards
  • Offer guidance and support to the management to drive the operations towards sustainable profitability
KOOL 97 FM DEVELOPMENT COMMITTEE

KOOL 97 FM DEVELOPMENT COMMITTEE

The Committee comprises Mr. Marc Ramsay, Mr. Ewan Simpson, Mr. Tomlin Scarlett and Mr. Kamal Bankay – co-opted. The committee meets monthly and has oversight responsibility for:-

  • Reviewing the division’s organization structure, policies, guidelines and operating performance, and compliance with broadcasting
  • Review major sales and marketing initiatives, and other plans for significant operating expenditure
  • Access the suitability of the programming strategy to support the attainment of corporate objectives and make recommendation to management
  • Review major studio or transmission infrastructure and other substantial capital investment projects and make a recommendation to the Board as appropriate
  • Offer policy direction and general guidance in keeping with political and broadcasting mandate of the station Offer guidance and support to the management to drive the operations towards sustainable profitability

OUR DIRECTORS

Mr. Marc Ramsey

Mr. Marc Ramsey

Chairman

Ms. Mina Robertson

Ms. Mina Robertson

Director of the Board

Mr. Nari Williams-Singh

Mr. Nari Williams-Singh

Director of the Board

Ms. Suzette Buchanan

Ms. Suzette Buchanan

Director of the Board

Mr. Alfred McDonald

Mr. Alfred McDonald

Director of the Board

Mr. Canute Sadler

Mr. Canute Sadler

Director of the Board

Mr. Ewan Simpson

Mr. Ewan Simpson

Director of the Board

Mr. Tomlin Scarlet

Mr. Tomlin Scarlet

Director of the Board

Mr. Linvol Stephens

Mr. Linvol Stephens

Director of the Board

Mr. Leroy Lindsay

Mr. Leroy Lindsay

Co-opted Member of the Board

SENIOR MANAGEMENT

Mr. David Fray

Mr. David Fray

Manager Finance & Administration

Ms. Dahlia Vanriel

Ms. Dahlia Vanriel

Manager Human Resources

Mrs. Tricia Ferguson

Mrs. Tricia Ferguson

Sales & Marketing Manager

Ms. Sharon Blake

Ms. Sharon Blake

Internal Auditor

Mr. Rowell Hall

Mr. Rowell Hall

Regional Operations Manager - Kingston

Mr. David Miller

Mr. David Miller

Regional Operations Manager - Montego Bay

Directors Meeting Attendance Record

Directors Orientation and Training Opportunities

During the period under review, the Board received training in Civil Aviation Management, and Corporate Directorship. Plans are in place for continuous training in the appropriate areas. In addition, each year, management proposes/recommends to the Board strategic initiatives of the company.

Appointment Term, Election & Retirement of Directors

All Directors, except for Mr. Leroy Lindsay, are appointed by the JCAA on the recommendation of the Minister of Transport and Mining. They are re-elected at each annual general meeting in accordance with the relevant articles of the Articles of Incorporation of the Company.

Annual General Meeting

During the year under review, the Annual General Meeting for AEROTEL was held on September 19, 2017. Directors were reappointed as per the Articles of Incorporation of the Company. The Audited Financial Statements and the Reports of the Auditors and Directors for the period ended 31 March 2017 were adopted; and the Auditors, BDO – Chartered Accounts reappointed
until the next Annual General Meeting.

Shareholders were updated on the major activities of the company for the period under review.

Directors Compensation

Directors are compensated as per Government of Jamaica Policy – Ministry of Finance and the Public Service, Circular No. 11.

Board Annual Self-Evaluation

The Board conducts an annual self-evaluation of performance during the year. The issues include:-

  • Governance Role
  • Knowledge of the organization and the environment
  • Effective behavior and relationships
  • Recommendations for further professional development

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