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  3. Corporate Governance

Corporate Governance

The Board has four (4) committees, namely the Corporate Governance Committee, Audit Committee, Remuneration Committee and the Information Technology Committee. The members of each committee include a majority of independent non-executive Directors. This is required by Rule 504(2)(b) of the Junior Market Rules in relation to the Audit Committee and Remuneration Committee.

Corporate Governance Charter

Purpose

The Corporate Governance Committee of CAC 2000 Limited has the responsibility of assisting the Board of Directors of CAC 2000 Limited in ensuring that its composition, structure, policies and processes for managing the Company are in keeping with world corporate governance best practice standards and adhere to the relevant legal and regulatory framework. The basic guidelines set out herein were mainly extracted from the Combined Code on Corporate Governance issued by the Financial Reporting Council of the United Kingdom, compiled by the Corporate Governance Committee of the Private Sector Organisation of Jamaica and the Corporate Governance and Regulations guidelines issued by the Jamaica Stock Exchange.

Composition

The membership of the Corporate Governance Committee shall comprise at least three (3) members of the Board, the majority of whom must be independent non-executive directors chosen for the competence and understanding of issues related to corporate governance. The members and the Chair of the Committee shall be appointed and removed by the Board in its sole discretion and shall serve until their resignation or removal.

Meetings
  • Frequency
    • The Committee shall meet at least twice annually, or more frequently as the members deem fit.
  • Quorum
    • The quorum for a meeting is two (2) members
  • Reporting Obligations
    • The Chair of the Committee shall report the minutes to the Board on a regular basis and, in particular, shall highlight any key actions taken by the Committee or recommendations being made to the Board with respect to the Board’s mandate
    • Members of the Board shall have access to all records of the Committee.
Authority & Responsibilities

The Committee shall support the Board in the administration and exercise of the Board’s management of the Company by carrying out the following:

Corporate Governance Principles
  • Developing, recommending and reviewing corporate governance principles applicable to the Board.
  • Ensuring that the Board and is committees are in compliance with all regulatory composition requirements, which shall include requirements for director independence.
  • Reviewing, no less than once annually, the adequacy of the charters of the Board and its various subcommittees, including the adequacy of this Charter, and submit to the Board any suitable recommendations in relation to the amendment of same.
  • Reviewing, no less than once annually, the Company’s Articles of Incorporation and overall corporate governance policy and practices and submit to the Board any suitable recommendations in relation to the amendment of same.
  • Preparing the annual Corporate Governance Statement for inclusion in the Company’s Annual Report to its shareholders.
  • Ensuring that there is accurate, timely and full financial governance reporting with strong internal controls and risk management.
  • Ensuring that material information regarding the Company’s operations are disclosed in a timely manner to the public and regulatory entities.
  • Keeping abreast of the latest regulatory requirements, trends and guidance in corporate governance and updating the Board on corporate governance issues, where necessary.
Evaluation of Board & its Committees – Structure, Composition and Function
  • Ensuring that the Board is structured and selected to ensure effectiveness, independence and protection of the public’s interests through appropriate selection and operating processes.
  • Establishing and facilitating an effective process for the annual evaluation of the Board and its committees, which shall include the development of a self-audit checklist which takes into account their respective mandates and the level of contribution of individual directors. The Committee shall report to the Board the results of its annual evaluations and, based on those results, may make recommendations in respect of the structure and effectiveness of the Board and any of its committees.
  • Overseeing the development and implementation of a Board induction process for new directors and a programme of continuing director development and training, as needed.
  • Considering possible conflicts of interests of directors and making relevant proposals to the Board in relation to its findings.
  • Reviewing any change in status and professional affiliation of current directors, which shall include fulfilment of independence requirements, and making relevant proposals to the Board in relation to its findings.

Audit Committee

Purpose

To assist the Board of Directors in fulfilling its accountability for the efficient and effective performance in relation to:

  • The integrity of the Company’s financial statements;
  • The Company’s compliance with legal and regulatory requirements;
  • The adequacy of the independent auditor’s qualifications and independence;
  • The internal controls and operational environment;
  • The Company’s risk identification, measurement and control processes.
Scope

The Committee shall provide oversight of the audit, compliance and risk management functions of the Company on behalf of the Board of Directors.

Composition

The Audit Committee shall consist of at least three (3) and no more than six (6) members of the Board of Directors all of whom shall be non-executive members. 

Meetings

The Committee is required to meet at least four (4) times a year, with authority to convene additional meetings, as circumstances require. 

The Audit Charters will be available soon

Remuneration Committee

Purpose

To develop and determine the framework and policy for the remuneration of the Chief Executive Officer, the Executive Directors, and to provide guidance with respect to the remuneration off the next tier of Senior Executives within the Company.

The Committee also assists the Chairman in developing the remuneration package for the non-executive directors of the Board.

Composition

The Remuneration committee comprises three members, who shall be independent Non-Executive Directors, as well the Chairman of the Board/Chief Executive Officer.

Meetings

The Committee is required to meet at least four (4) times a year, with authority to convene additional meetings, as circumstances require. 

The Remuneration Charters will be available soon.

Information Technology Committee

The members of this committee are: Jennifer McDonald (Chairman), Patrick Smith and Colin Roberts.

Purpose

The Information Technology (“IT”) Committee should ensure that there are prudent and effective IT policies and guidelines. It is responsible for the effective use of technology in business operations and ensuring that these is seamless connectivity among the various technologies employed.

Composition

The IT committee shall consist of at least two (2) but no more than five (5) members, including ex officio members.

Meetings

The IT committee shall convene at least three (3) times per year.

The Information Technology Charters will be available soon.