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Jamaica Stock Exchange

Jamaica Stock Exchange. Compliance Undertakings Presented by: Wentworth F. Graham Chief Regulatory Officer - JSE. Your Key To Compliance On The Jamaica Stock Exchange. Key Regulatory References. Jamaica Stock Exchange Rule Jamaica Central Securities Depository Rules The Securities Act

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Jamaica Stock Exchange

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  1. Jamaica Stock Exchange Compliance Undertakings Presented by: Wentworth F. Graham Chief Regulatory Officer - JSE

  2. Your Key To Compliance On The Jamaica Stock Exchange

  3. Key Regulatory References • Jamaica Stock Exchange Rule • Jamaica Central Securities Depository Rules • The Securities Act • The Companies Act • Best Practices and Standards – Governance Principles

  4. Key Constituents Shareholders Board of Directors Management Media & Civil Society Auditors and Legal Advisors Regulators

  5. Key Regulations for Listed Companies • JSE Rule 407 – Quarterly Financials • Due 45-Days after Quarter…Overdue??? • Must be IFRS Compliant • Signed by 2 Directors • Top Ten & Directors Shareholdings • 4 submissions except for 60-Day option for Audited • If late???

  6. Key Regulations for Listed Companies contd. • JSE Rule 408 – Audited Annual • Due 90-days, or 60-days if opted….Overdue??? • Must be IFRS Compliant • Should carry supplementary information • Should include Top Ten and Directors shareholdings • If late?????

  7. Key Regulations for Listed Companies contd. • JSE Rule 409 – Annual Report • Due 4 months after year end • MD&A required • Circulated 21 Days before meeting • Audit Committee Disclosure – Composition & Function

  8. Key Regulations for Listed Companies contd. • JSE Rule 410 – Communication of Announcements • 7-Days Notice of Board Meeting to consider Dividend • Immediate notice of Board’s decision • Direct communication and not a 3rd Party • Record and Payment Dates not less than 10-Days after Board Meeting

  9. Key Regulations for Listed Company contd. • Appendix 8 – Timely Disclosure • Address information asymmetry • Trading by Executives – Listing Agreement • Material Information • Developments to be Disclosed…. • Rumors • Confidentiality

  10. Key Regulations for Listed Companies contd. • Appendix 3 – Listing Agreement • Amended Articles must be filed with JSE • Submit Share Register Annually • At minimum 20% of shares among 100 stockholders • Disclosure on changes in Audit Committee • Appendix 6 – Listing Fees – Due Jan 1 each year and no later than 14-days • Delisting and Suspension at JSE’s discretion

  11. Key Regulations for Member-Dealers • JSE Rule 205 – Name of Business • Name of Firm • Type of Business • Member of the JSE

  12. Key Regulations for Member-dealers contd. • JSE Rule 209 – Books & Records • Proper Accounts • Documentation of Transactions • Account segregation • JCSD Rules • Securities Act

  13. Key Regulations for Member-dealers contd. • JSE Rule 210 – Financial Returns • Monthly – Due 31-days • Quarterly – Due 31-days • Annual – Due 3-months • JSE Rule 212 – Fines • Late Reports………$5,000 per day

  14. Key Regulations for Member-dealers contd. • JSE Rule 216 – Advertising • Any business communication soliciting business should be sent to the GM of the JSE at least 3-days in advance before publication

  15. Key Regulations for Member-dealers contd. • JSE Rule 226 – Insurance • Maintaining insurance caused by losses caused by forgery, theft or other related activities • JSE Rule 228 – Managed Account • Discretionary Account – Agreement, separate records that is under the control of a manager/director • Should submit number of accounts and dollar value with financial reports as per JSE Rule 210

  16. Key Regulations for Member-dealers contd. • JSE Rule 229 – BC & CP • Must have a contingency plan • Should be reviewed annually • Should address critical issues

  17. Key Regulations for Member-dealers contd. • CMS Guidelines • Maintain up-to-date record of all complaints • Reflect critical information • The complaint • Date of complaint • Managing Officer • Chronology of Action • Status • Description of resolution

  18. Key Regulations for Member-dealers contd. • Appendix 12 – Financial Information • Statement B – Excess (Deficiency) of NFC • Margins • Hair-cut – The greater of $5M or 5% of Total Liabilities • 1st occurrence of deficiency requires explanation and corrective plan within 30-days • Subsequent deficit report will result in suspension • Questionnaires must be completed

  19. Key Regulations for the Junior Market • The Mentor is the Compliance Adviser • Must be competent • Good Corporate Governance • Convening Board Meetings • Audit and Remuneration Committees • Number of Shareholders • 1st 5-years 25 not less than 20% of voting shares, • Years 6 – 10 not less than 50 shareholders • Maximum share capital $500m

  20. Go Ahead and Use your Key

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