Corporate Governance and Regulations

 

Principles & Practices

Preamble

The Jamaica Stock Exchange recognizes that as a national self-regulatory organization with a mission to ensure and promote a fair and efficient stock market, it must embrace and practice sound corporate governance.  These principles and the attendant structures should serve the best interest of all stakeholders and emphasize the highest standards of transparency, oversight and independence.

The intent is to protect the investing public while advancing the interests of shareholders and member/dealers.  Confidence in the stock market will be enhanced by the clear demarcation of regulatory and normal operational functions.

These practices are consistent with world best practices and adhere to the relevant legal and regulatory framework. The corporate governance core practices of the JSE are rooted in the acceptance of the following principles:

  • Corporate Governance should establish a clear foundation for Management and Board oversight.  The role and responsibilities of Board and Management should therefore be clearly outlined to facilitate accountability.
  • The Board of Directors should be structured and selected to ensure effectiveness, independence and protection of the public’s interests through appropriate selection and operating processes.
  • Ethical standards and responsible decision-making should be promoted.
  • Governance should ensure that there is accurate, timely and full financial and governance reporting with strong internal controls and risk management.
  • Material information regarding the company’s operations should be disclosed in a timely manner to the public and regulatory entities.
  • There should be regular reviews of Board and Management performance to enhance effectiveness. Such review should include the performance of the alternates.
  • Remuneration should be fair to attract and retain competent skills, and reward consistent with performance objectives.
  • The interests of stakeholders should be carefully balanced, protected and promoted.

 

STATEMENT OF PRINCIPLES & PRACTICES

BOARD ISSUES

The JSE is a public company with public responsibility. It must balance the interest of all stakeholders to foster a fair, efficient and transparent market.

 

Accountability to Shareholders/Stakeholders

The Board members have the responsibility to attend meetings and familiarize themselves with, and make decisions on issues within their purview.

The provisions for elections of  directors are set out in the Articles of  Incorporation of the JSE and stipulate election of directors on an annual basis. Interest groups identified by the Board will propose independent directors to the Corporate Governance and Nomination Committee.  Where an interest group fails to make a nomination, the Corporate Governance and Nomination Committee will propose directors for election.

Mission and Responsibility

The Board members have the responsibility to attend meetings and familiarize themselves with, and make decisions on issues within their purview.

The provisions for elections of  directors are set out in the Articles of  Incorporation of the JSE and stipulate election of directors on an annual basis. Interest groups identified by the Board will propose independent directors to the Corporate Governance and Nomination Committee.  Where an interest group fails to make a nomination, the Corporate Governance and Nomination Committee will propose directors for election.

Orientation and Training

Training is made available to directors upon appointment to the Board.  The Exchange will organize orientation and training for any director within three (3) months of appointment to the Board. The Board will pursue a programme of continuous training and development, with emphasis placed on members chairing committees.

Access to Information

The Board considers the provision of good quality, timely and accurate information as a significant priority in company procedures. Management has a responsibility to provide the Board with any information that will allow members to properly carry out its responsibilities.

Disclosure of Directors’ Biographical Information

Sufficient biographical data with the names of all directors, nominated or elected, will be presented to shareholders and directors. This allows for the proper selection of members to specific committees.

Composition

Board members will be drawn from different interest groups and from member-dealers.  Representation should reflect the diversity of stakeholders and the needs of the Company. The Board shall be comprised of member dealers, independent directors and a non executive chairman.

 

Multiple Board Seats

Members must declare appointments to other companies. They must, at the beginning of the year, and as many times as their positions change, give a written declaration to the Board of the Exchange with pertinent information about the other Boards on which they serve.

Chariman & CEO

The JSE will have a separate Chairman and CEO

 

Independent Directors

Independent Directors must meet the criteria set out in the Appendix.

 
COMMITTEES
Composition

There are both mandatory and non-mandatory committees of the Board. The mandatory committees of the Board are comprised of the Regulatory & Market Oversight Committee, the Audit & Finance Committee, the Compensation Committee and the Listing Committee. These are referred to in the JSE Rules.

Each Committee has a written charter outlining its purpose and responsibilities and reporting format.  Committees must meet at least twice annually.

 

Review Process

The Board of the JSE conducts regular reviews of the performance of the Committees. Chairmen of Committees are required to develop and present their key performance indicators the month prior to the beginning of each year.

Audit Committee

The Audit Committee assists the Board with oversight responsibilities in regards to the integrity of the company’s financial statements. It also serves as the communication link between the Board, the management team and the auditors. The Audit Committee ensures that the Company complies with legal and regulatory requirements.

Member Dealers Admissions Committee

The Member Dealers Admission Committee is responsible for processing and recording applications of Member Dealers for access of Member Dealers, attorneys/ traders, to conduct business on the floor of the Exchange and their use of these facilities.

Regulatory & Market Oversight Committee (RMOC)

The Regulatory and Market Oversight Committee (hereinafter called the “RMOC”) is the Committee of the Board of Directors of the Exchange comprising the independent directors who are not the nominees or connected to any Member/Dealer of the Exchange.  The Board of Directors of the Exchange has delegated responsibility to the RMOC for reviewing and ensuring compliance with and enforcement of the Laws, any Rules including Business Rules, contractual obligations and appropriate standards of conduct governing the Member/Dealers, their clients and participants on the Exchange.  The RMOC is the disciplinary committee of the Exchange which has the power to impose any of the penalties specified in Rule 228 upon a Member/Dealer  in respect of whom disciplinary action is taken and which results in a finding of misconduct

Corporate Governance and Nomination Committee

The Corporate Governance and Nomination Committee is responsible to develop, recommend and review Corporate Governance Principles, applicable to the Board, Management and listed companies. In addition the Committee has the responsibility to oversee the evaluation of the Board’s other committees and make recommendations in respect to the structure of and effectiveness of the Committees.The Corporate Governance and Nomination Committee  is also responsible for the recommendation of suitable candidates  to fill  vacancies on the Board  and the suitability of alternate directors.

Compensation Committee

The Compensation Committee of the JSE is made up exclusively of non-executive directors who make recommendations on the company’s framework of executive remuneration. The Committee reviews and approves corporate goals in relation to the CEO’s compensation, evaluates the CEO’s performance in light of the company’s goals and objectives and makes recommendations to the Board with respect to executive and non-executive compensation.

Listing Committee

The Listing Committee ensures the quality and integrity of a listing on the JSE.  It is responsible for processing applications and make recommendations regarding approval of companies wishing to list on the JSE and review and make recommendations of standards to be observed for companies to remain listed.

Other Committees

These are formed as the Board of Directors see fit.

There are formal scheduled meetings of the Board at which matters are specifically reserved for discussions. Matters must be addressed within a reasonable time in order to prevent an overrun of pending items.

Procedure at Board Meetings

In the interest of promoting and ensuring transparency all directors must:

  1. Excuse himself/ herself from discussions in, and in making decisions on any matter in which he/she has a personal or business interest or companies on whose board he/she sits or is connected.
  2. Further, members shall be bound by similar standards as outlined in Appendix 1- (Part K) of the JSE Rules which addresses ‘Acting in Concert’

 

 

PERFORMANCE EVALUATION

Performance Evaluation of Board and Senior Executives.

The Board recognizes the importance of each director (including his or her alternate) working to fulfill the mandate of the company.

Term Limits

Nominations to the Board of Directors are reviewed by the Corporate Governance and Nomination Committee.

Chairman/Deputy Chairman The Chairman and Deputy Chairman of the Board and Chairmen of Committees have recommended term limits (from one AGM to another AGM) as follows:

  1. The Chairman can serve for five (5) consecutive terms;
  2. The Deputy Chairman can serve for three (3) consecutive terms;
  3. The Chairmen of Committees can serve for three (3)  consecutive terms, except for the Chairman of the Compensation Committee who can serve for a maximum of five (5) consecutive terms.

Committee Members can sit for a maximum of  five (5) consecutive years with an option to extend the term limit by two (2) years.  These members are eligible to be re-elected one year after the seven (7) year consecutive stint. Past Board Chairmen should automatically sit on the Executive Committee for the year after demitting office as Chairman.

There is no term limit for members of  the Regulatory and Market Oversight Committee and the Member Dealers Admissions  Committee.

Age Limits

The JSE has no maximum age limit for members sitting on the Board. However the minimum age limit is eighteen (18) years.

 

Transparency

Directors are required to provide to the Corporate Governance  and Nomination Committee, information as it relates to business dealings, board affiliations and any other information that would pose a conflict of interest.

 

Accounting Standards

The Jamaica Stock Exchange Board  is governed by the accounting standards as communicated from the Institute of Chartered Accountants of Jamaica.

 

Ethics

The Jamaica Stock Exchange currently maintains ethics and confidentiality requirements for its directors which are posted on its Website.

Specially adopted from the PSOJ’s Corporate Governance Code Amended  March 18, 2013 Regulations

Below are documents that speak specifically to the regulations of the JSE group.

 

 
Jamaica Stock Exchange (JSE)  Dividend Policy

The objective of the Board of Directors of the Jamaica Stock Exchange (including subsidiaries and associated companies) is to increase dividends consistent with the performance of the Company and the state of the underlying economy.

Dividend Policy Final – Approved Sept 23 2015