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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
Jamaica Stock Exchange

Compliance Undertakings

Presented by:

Wentworth F. Graham

Chief Regulatory Officer - JSE

key regulatory references
Key Regulatory References
  • Jamaica Stock Exchange Rule
  • Jamaica Central Securities Depository Rules
  • The Securities Act
  • The Companies Act
  • Best Practices and Standards – Governance Principles
key constituents
Key Constituents

Shareholders

Board of Directors

Management

Media & Civil Society

Auditors and Legal Advisors

Regulators

key regulations for listed companies
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???
key regulations for listed companies contd
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?????
key regulations for listed companies contd1
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
key regulations for listed companies contd2
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
key regulations for listed company contd
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
key regulations for listed companies contd3
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
key regulations for member dealers
Key Regulations for Member-Dealers
  • JSE Rule 205 – Name of Business
    • Name of Firm
    • Type of Business
    • Member of the JSE
key regulations for member dealers contd
Key Regulations for Member-dealers contd.
  • JSE Rule 209 – Books & Records
    • Proper Accounts
    • Documentation of Transactions
    • Account segregation
      • JCSD Rules
      • Securities Act
key regulations for member dealers contd1
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
key regulations for member dealers contd2
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
key regulations for member dealers contd3
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
key regulations for member dealers contd4
Key Regulations for Member-dealers contd.
  • JSE Rule 229 – BC & CP
    • Must have a contingency plan
    • Should be reviewed annually
    • Should address critical issues
key regulations for member dealers contd5
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
key regulations for member dealers contd6
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
key regulations for the junior market
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
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