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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