______________________________________________________________________________________________________________________ To promote market transparency, integrity and efficiency by protecting and advancing stakeholders welfare through the enforcement of rules, market surveillance, broker inspections and the assessment of market documents and financial statements. REGULATORY & MARKET OVERSIGHT DIVISION A Division of the 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 The Companies Act Best Practices and Standards – Governance Principles

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

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. 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 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 contd. JSE Rule 410 – Communication of Announcements 7-Days Notice of Board Meeting to consider Dividend Immediate notice of Boards decision Direct communication and not a 3 rd Party Record and Payment Dates not less than 10-Days after Board Meeting

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 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 JSEs discretion

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. JSE Rule 209 – Books & Records Proper Accounts Documentation of Transactions Account segregation JCSD Rules Securities Act

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 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 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 contd. JSE Rule 229 – BC & CP Must have a contingency plan Should be reviewed annually Should address critical issues

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 contd. Appendix 12 – Financial Information Statement B – Excess (Deficiency) of NFC Margins Hair-cut – The greater of $5M or 5% of Total Liabilities 1 st 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 The Mentor is the Compliance Adviser Must be competent Good Corporate Governance Convening Board Meetings Audit and Remuneration Committees Number of Shareholders 1 st 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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