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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 UndertakingsPresented by:

Wentworth F. GrahamChief Regulatory Officer - JSE

Your Key To Compliance On The Jamaica Stock Exchange

Key Regulatory ReferencesJamaica Stock Exchange Rule

Jamaica Central Securities Depository Rules

The Securities Act

The Companies Act

Best Practices and Standards – Governance Principles

Key ConstituentsSharehold

ersBoard of Directors

Management

Media & Civil

Society

Auditors and Legal

AdvisorsRegulators

Key Regulations for Listed Companies JSE Rule 407 – Quarterly Financials

Due 45-Days after Quarter…Overdue???Must be IFRS CompliantSigned by 2 Directors

Top Ten & Directors Shareholdings4 submissions except for 60-Day option for

AuditedIf 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 informationShould 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

Announcements7-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.Appendix 8 – Timely Disclosure

Address information asymmetryTrading by Executives – Listing AgreementMaterial Information

Developments to be Disclosed….RumorsConfidentiality

Key Regulations for Listed Companies contd.Appendix 3 – Listing Agreement

Amended Articles must be filed with JSESubmit Share Register AnnuallyAt minimum 20% of shares among 100

stockholdersDisclosure 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-DealersJSE 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 AccountDiscretionary 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

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 MarketThe Mentor is the Compliance Adviser

Must be competent Good Corporate Governance Convening Board Meetings Audit and Remuneration Committees

Number of Shareholders1st 5-years 25 not less than 20% of voting

shares,Years 6 – 10 not less than 50 shareholders

Maximum share capital $500m

Go Ahead and Use your Key