GraceKennedy codifies gender and other balances in new governance code
Published:Wednesday | January 7, 2026 | 12:05 AM
The food and finance conglomerate GraceKennedy Limited(GK) has codified a governance rule that ensures neither men nor women can hold less than 30 per cent of board seats.
The requirement was outlined in its revised governance code released in late December. It positions GK as one of the few companies to codify diversity in both directions.
“The minimum-gender requirement is in keeping with promoting diversity on the board,” said Group CEO Frank James in a Financial Gleaner interview.
James explained that the gender requirement has been in place since 2021. Such governance rules however were never widely known. James added that GK’s current composition is five males and four females, reflecting near parity.
In general, diversity ensures that proposals, products, and services are tested against the needs of a wider population, allowing weak or exclusionary ideas to be rejected early. By incorporating different groups into their business processes, firms often create solutions that are more robust and beneficial for everyone. For example, in technology fields the introduction of read-aloud text was designed to help the blind access news sites, but it also benefits sighted users who prefer listening for easier comprehension.
GK’s new Corporate Governance Code embeds annual independence reviews for non-executives through the Corporate Governance & Nomination Committee, alongside requirements that non-executives comprise at least half the board and that the chair remain independent and separate from the CEO.
GK’s board comprised eight directors, including chairman Professor Gordon Shirley, group CFO Andrew Messado, and non-executives Dr Indianna Minto Coy, Gina Phillipps Black, Vanessa Rizzioli, and Peter Williams, as at December 2024. The late group CEO Don Wehby, resigned in February 2025 prior to his passing. James assumed the position and was appointed as a director. Dr Jacky Wright joined the Board in November 2025.
GK’s governance machinery is anchored by three main committees. Its Audit Committee chaired by Peter Williams, which met five times in 2024, reviewing IFRS compliance, internal controls, and auditor independence. Its Corporate Governance & Nomination Committee (CGNC) chaired by Gina Phillipps Black, which oversees board composition, succession planning, director induction, and performance evaluations. Third, its Compensation Sub Committee chaired by Prof Shirley, which standardised director fees and administered long term incentive schemes.
The CGNC’s remit extends beyond nominations, with annual board and committee evaluations, external facilitation every three years, and oversight of policies, including the Code of Ethics, whistle-blowing, and delegation of authority.
GK’s code mirrors international standards, drawing on the UK Corporate Governance Code and Jamaica Stock Exchange guidelines. It also integrates sustainability—economic, social and governance (ESG) transparency, with hybrid AGMs, improved website user experience, and the launch of GK’s ESG Hub.
For James, balance is instrumental rather than symbolic. “The CGNC undertakes the review of board composition and, by extension, Board committees to ensure the board is sufficiently composed and balanced to fulfil its responsibilities,” he said.
The 30-30 gender threshold sets a floor, but GK’s practice is already tracking higher. As leadership transitions continue – with James joining the board and Wehby’s departure – the CGNC’s cadence on succession and committee renewal is expected to be the quiet driver of continuity.
“Persistence over resistance,” James remarked, underscoring GK’s intent to keep its governance architecture sharp, balanced, and trusted.