CORPORATE GOVERNANCE POLICY

Transcription

1 CORPORATE GOVERNANCE POLICY Bard Missin Sagicr Real Estate X Fund Limited ( X Fund r the Cmpany ) was incrprated in 2011 under the laws f St. Lucia as an Internatinal Business Cmpany (IBC). X Fund is cmmitted t prviding high quality financial slutins t investrs, while earning superir returns. The Cmpany is an assciate f Sagicr Grup Jamaica Limited and the Sagicr grup f cmpanies ( Sagicr Grup ). Overall Bard Respnsibilities and Activities The rle f the Cmpany s Bard f Directrs is t prvide leadership, guidance, and versight t the management f the Cmpany and the investment f the assets f the Cmpany. Specific respnsibilities fr Chairman, Cmpany Secretary and Directrs The Directrs may elect a Chairman f their meetings and determine the perid fr which he is t hld ffice. In the absence f the Chairman the Members present shall chse ne f their numbers t act as Chair. The Chairman is principally respnsible fr the effective peratin f the Bard and fr ensuring that infrmatin that it receives is sufficient t make infrmed judgments. He als prvides supprt t the Chief Executive Officer. The Secretary shall be appinted by the Directrs; hwever the Secretary need nt be a directr f the Cmpany. 1

2 The Cmpany Secretary is respnsible fr ensuring that Bard s prcesses and prcedures are apprpriately fllwed and supprt effective decisin-making and gvernance. The Cmpany Secretary is appinted by, and can nly be remved by the Bard. Each Bard member is expected t cmmit sufficient time fr preparing fr and attending meetings f the Bard, its Cmmittees and, if applicable, f the Independent Directrs. Regular attendance at Bard meetings is a key functin therefre, unless explicitly agreed in advance; a Directr may appint an alternate Directr t attend regular Bard meetings in his/her absence. Directrs wh are unable t attend a bard meeting have a respnsibility t review bard papers received prir t the meeting and submit any general cmments r questins t the Cmpany Secretary fr discussin at the bard meeting. In-depth knwledge f the particulars f the Cmpany's business is vital fr each Directr in making infrmed and bjective decisins and management shuld be allwed direct invlvement and review f peratinal activities. Similarly, management shuld cmmunicate t Bard members pprtunities t interact in strategy and day-t-day business settings. Bard members are strngly encuraged t take advantage f such pprtunities as frequently as feasible. The Directrs have cmplete access t the Leadership f the Cmpany. Selectin and Cmpsitin f the Bard The Bard is respnsible fr the ver-viewing f the interest f all stakehlders n the matters as utlined abve. The cmpsitin f the Bard shuld be such that these interests are best served and therefre the Directrs require diversity in skills and characteristics. (i) The Bard shall be cmpsed f nt mre than < eight > directrs. (ii) At n time shuld the Bard cnsist f mre than tw (2) Executive directrs (iii) The Bard shall include at least tw (2) independent directrs The term independent means a Directr wh has n material relatinship with the Cmpany save t the extent that he receives remuneratin fr hlding ffice as Directr. 2

3 Independent directrs shuld be free frm any interest and any business r ther relatinship, ther than an interest r relatinship arising purely frm their sharehlding r a custmer relatinship being strictly in accrdance with the Cmpany s nrmal business practices. Other cnsideratins t determine the independence f a directr are: - whether the directr has been and emplyee f the Cmpany within the last 3 years - whether the directr has r has had within the last three years, a material business relatinship with the Cmpany either directly as a directr, sharehlder, r senir emplyee f a bdy that has such a relatinship with the Cmpany - whether the directr receives additinal remuneratin frm the Cmpany r participates in a perfrmance related pay scheme - whether the directr has clse family ties with any f the Cmpany s directrs r senir emplyees Cnflicts f Interest/Disclsure Any dealings in the Cmpany's shares by any Directr must be prmptly reprted t the Cmpany Secretary wh is bliged t disclse such infrmatin prmptly t the Jamaica Stck Exchange. With respect t 'black ut dates', n Directr shuld trade in the Cmpany s shares during the perid frm which the Cmpany declares the payment f a dividend t the payment date f such dividend. 'Black ut' perids start thirty (30) days after the end f each quarter and end twenty-fur (24) hurs after the release f interim r final Financial results. A Directr wh has an interest in the Cmpany r in any transactins with the Cmpany which culd create r appear t create a cnflict f interest must disclse such interests t the Cmpany. These wuld include: Any Interest in cntracts r prpsed cntracts with the cmpany General disclsure n interest in a firm, which des business with the cmpany Interest in securities held in the Cmpany 3

4 Emluments received by the Cmpany Lans r Guarantees granted by the Cmpany t/fr the Directr. Disclsure shall be made at the first pprtunity t the Bard in writing and such disclsure shall be recrded in the Minutes f the Bard. The Directr shall then excuse himself frm the Bard meetings when the Bard is deliberating ver any such cntract and shall nt vte n any such issue. The Disclsure f a Directr's interest shall include interests f his family and affiliates Every Directr shall annually cmplete and return t the Bard, a Cnflict f Interest Statement. Electin, terms, re-electin and retirement Electin, terms, re-electin and retirement f each Bard member is cnducted in accrdance with the Articles f Assciatin f the Cmpany, Articles 102 t 110. Bard Cmpensatin The level f cmpensatin f the Independent Directrs reflects the time cmmitment and respnsibilities f the rle. It cnsists f a package apprpriate t attract, retain and mtivate Independent Directrs f the quality required. The cmpensatin is cmpetitive and subject t regular review t what is paid in cmparable situatins elsewhere. A review by the Bard f the remuneratin plicies fr Directrs will take place during a regular Bard meeting annually. Access t utside advisrs and funds The Cmpany will make such funds available t the Bard and in particular the Independent Directrs as is reasnably required fr thse Directrs t bjectively make decisins. This may include prviding funds t access utside advisrs and cver cst assciated with travel and the gathering f relevant infrmatin fr the executin f their respnsibilities. Cde f Cnduct 4

5 The Bard expects all Directrs, as well as fficers and emplyees, t act ethically at all times and t adhere t all the Cmpany's cdes and plicies as well as the Sagicr Grup's Cdes and Plicies. The Bard will nt permit any waiver f any f these plicies fr any Directr r Executive fficer. If an actual r ptential cnflict f interest arises fr a Directr, the Directr shall prmptly infrm the Chairman. If a cnflict exists and cannt be reslved, the Directr shuld resign. Meetings The Bard f Directrs shall meet quarterly r mre frequently as the Directrs may determine. The time and place f meetings f the Bard f Directrs and the prcedure at such meetings shall be determined frm time t time by the members theref, prvided that: (a) (b) (c) (d) A qurum fr meetings shall be three (3) Directrs, ne f whm must be independent. A Memrandum signed by all the Directrs wh are entitled t receive ntice f a meeting f the Directrs and attached t the Directrs Minutes Bk shall be as effective fr all purpses as a reslutin f the Directrs passed at a meeting duly cnvened, held and cnstituted. Ntice f the time and place f every meeting shall be given in writing r by telephne, facsimile, r ther electrnic cmmunicatin t each member f the Bard at least 24 hurs prir t the time fixed fr such meeting. The affirmative vte f a majrity f the members f the Bard participating in any meeting f the Bard is necessary fr the adptin f any reslutin. General scpe f respnsibilities and purpse The duties f the Bard f Directrs shall include: Mnitring the cmpliance by the Investment Manager within the Guidelines, Rules and Regulatins established fr the Investment Manager; 5

6 Reviewing annually r at such ther frequency as may be required r deemed apprpriate by the directrs the investment strategy f the Investment Manager with respect t the investment assets f the Cmpany; Mnitring n a quarterly basis r such ther frequency as may be determined by the Directrs the perfrmance f the investment assets held by the Cmpany against the targets established with the Investment Manager; Apprving the appintment f new Directrs, Reviewing and apprving the issue f the Annual Reprt f the Cmpany; Ensuring that the Cmpany has a cnsistent and effective risk management prcess t manage and cntrl the risks arising frm its business activities; Ensuring that the Cmpany cmplies with the laws f the cuntries in which the cmpany perates; Ensure that the Cmpany is in sund financial cnditin and perates in a safe manner within an apprpriate internal cntrl envirnment; Ensuring that stakehlders receive meaningful infrmatin with an apprpriate degree f transparency with which t judge reasnably, the effectiveness f the bard f directrs and executives in meeting their crprate gvernance respnsibilities; Ensuring that the Bard is effectively exercising its crprate gvernance respnsibilities. Directr Orientatin and Educatin The bjective f the rientatin prgram is t assist the new directr in develping a high level f institutinal, bardrm and interpersnal cmfrt in rder t expedite his/her effectiveness as a directr. The Secretary is t ensure directrs receive all the infrmatin they require t prvide the guidance, leadership and versight demanded f their rle. The rientatin prcess is cnducted n tw levels, ne cmprising dcumentary infrmatin and the ther, interpersnal cmmunicatin. (i) Essential Dcuments - The fllwing items shuld be packaged and given t the directr n the first day f his/her appintment, tgether with a letter signed by the Chairman f the Bard welcming the new directr, encuraging study f the material sent (in particular the Bard Charter and Rle f the Directr), - Cmpany Overview and Bard Charter 6

7 - Cpy f Articles and Memrandum - Cpies f the Minutes f the last 5 meetings f the Bard - Crprate Gvernance Guidance specifically fr Directrs - Last cpy f the Annual Reprt fr X Fund - Investment Guidelines fr Investment Manager - Annual Audit Management Letter, if any - Annual Bard Meeting Schedule (ii) Orientatin meetings _ Upn jining the Bard, Directrs must familiarize themselves with the Bard s plicies and the Cmpany s crprate prfile, crprate gvernance plicies and practices. The Bard als recgnizes the imprtance f educatin fr its Directrs. It is the respnsibility f the Bard t advise the Independent Directrs abut their educatin, including crprate gvernance issues. Directrs are encuraged t participate in cntinuing Directr educatinal training prgrams. Bard Cmmittees The Bard has established three Cmmittees, each with clearly defined terms f reference, prcedures, respnsibilities and pwers. 1) Audit Cmmittee This Cmmittee cmprises at least three (3) nn-executive Directrs, f whm at least tw (2) must be independent, appinted by the Bard f Directrs t hld ffice until therwise determined by the Bard f Directrs r until they cease t be directrs. The Cmmittee s purpse is t: Mnitr the adequacy and effectiveness f the Cmpany s systems f risk management and cntrl, the Business Risk Assurance functin and external auditrs; Review the Cmpany s annual and quarterly unaudited financial statements and related plicies and assumptins and any accmpanying reprts r related plicies and statements; Mnitr and review the effectiveness f the Cmpany s internal audit functin; Mnitr and review the external auditr s independence, bjectivity and effectiveness; 7

8 Develp and implement plicy n the engagement f the external auditr t supply Nn-audit services. The Chairman f the Audit Cmmittee shall als be appinted by the Bard. The Bard Chairman shall nt be a member f the Cmmittee. The Cmmittee shall cnsist f nt less than three members. The Audit Cmmittee shall meet at least quarterly and at such ther times as the Cmmittee may deem necessary r as the external auditrs may request. 2) Investment Cmmittee This Cmmittee cmprises at least fur (4) Directrs, at least ne f whm must be independent, appinted by the Bard f Directrs t hld ffice until therwise determined by the Bard f Directrs r until they cease t be directrs. The Bard Chairman and the CEO will als frm a part f the Cmmittee. Other Directrs may be c-pted, as deemed necessary. The primary purpse is t assist the Bard f Directrs t:- a. Ensure that the cmpany adheres t prudent standards in making investment and lending decisins and in managing its investments; b. Apprve the annual strategy fr the Cmpany; c. Review annually the Investment Plicies f the Cmpany and make such recmmendatins t the Bard f Directrs, as may be determined t be necessary r desirable; d. Review and apprve f specific transactins and initiatives beynd the limits set fr Executives. The Investment Cmmittee shall meet at least quarterly and at such ther times as the Cmmittee may deem necessary. 3. Crprate Gvernance Cmmittee This Cmmittee cmprises the Chairman and at least tw (2) ther Directrs. Tw f these directrs must be independent and appinted by the Bard f Directrs t hld ffice until therwise determined by the Bard f Directrs r until they cease t be directrs. The Cmmittee shall meet at least twice annually. The Cmmittee s purpse is t:- 8

9 1. Investigate and take decisins including making recmmendatins t the Bard, in respect f any emplyee related matter which has the ptential t reflect negatively n the Cmpany and its subsidiaries. 2. Apprve r decline t apprve transactins between the Cmpany and its subsidiaries and/r related parties; 3. Establish and ensure adherence t prcedures designed t identify ptential cnflicts f interest, preventing cnflicts f interest and reslving them, if they ccur. 4. Establish and ensure adherence t prcedures regarding disclsure t custmers with whm the Cmpany may be dealing. 5. Review the annual Bard Evaluatin and initiate and assess the utcme f the evaluatins f the previus year r as the electin and re-electin prcedures determine and at such ther times as any member f the Bard may request. Distributin f Bard Material All Bard materials shuld be distributed at least three (3) days in advance f a Bard meeting. Independent Directr Meetings The Cmpany is t prvide pprtunity fr the Independent Directrs t meet independently f the Executive Directr. On the decisin f the Independent Directrs, the CEO may be invited, if they desire. Strategy and Operating Plan-setting Meeting The Bard is cnsulted n a regular basis n matters which are f strategic imprtance t the Cmpany. Annually the Cmpany will set, in crdinatin with the Chairman, a meeting t review the Cmpany's strategy in depth prir t final agreement f such strategy and annual perating plan. Selectin f Agenda Items fr Bard Meetings The Chairman, Cmpany Secretary/Secretariat and CEO will establish the agenda fr each Bard meeting. Each Bard member may suggest the inclusin f item(s) n the Agenda. Infrmatin imprtant t the Bard's understanding f the business will be distributed electrnically and r in writing t the Bard befre the Bard meetings. 9

10 As a general rule, presentatins n specific subjects shuld be sent t the Bard members in advance t save time at Bard meetings and fcus discussin n the Bard's questins. On thse ccasins in which the subject matter is extremely sensitive, the presentatin will be discussed at the meeting. Additinal attendees t the meeting Furthermre, the Bard encurages the Executive Team t, where it assists the ability f the Bard members t execute their respnsibilities, bring managers f the Investment Manager int Bard meetings wh can prvide additinal insight int the items being discussed because f persnal invlvement in these areas, and/r (b) are managers with future ptential that the Executive Team believes shuld be given expsure t the Bard. Bard Relatinships Bard relatinships will include: a. Interactin with the CEO b. Cntact with Investrs, Media c. Access t management and emplyees f the Investment Manager Cmmunicatin with Stakehlders The Bard f Directrs will ensure that the Cmpany has in place a plicy t enable the cmpany t effectively cmmunicate with its stakehlders. The Bard is cmmitted t prviding timely, accurate and balanced disclsure f all material infrmatin abut the cmpany and will prvide fair and equal access t such infrmatin. The Bard requires that the Executive/s have in place a prcess t supprt the Cmpany's plicy f prviding true, full and timely disclsure f financial results and ther material infrmatin t apprpriate stakehlders including sharehlders, regulatrs, emplyees (if any), rating agencies, analyst and stckbrkers. 10

11 Bard Evaluatin The Cmpany Secretary/Secretariat develps, maintains and executes an annual prcess f selfevaluatin and 360 degrees feedback amng Bard members. Results f the self-evaluatin are discussed annually in a Bard meeting after an independent analysis. The Chairman will present results f the 360 degrees feedback t the relevant Bard member individually. The Crprate Gvernance Cmmittee shall meet annually t initiate and assess the utcme f the evaluatins f the previus year r as the electin and re-electin prcedures determine and at such ther times as any member f the Bard may request. 11