Governance and Code Of Ethics
Sagicor Group Jamaica (Sagicor) is committed to the development of our staff, agents and the wider community that we serve, providing high quality financial solutions and outstanding service to our customers, while earning superior returns for our shareholders.
The Board of Directors and senior management of Sagicor are committed to:
- Managing the business and affairs of the companies within Sagicor in such a manner as to ensure their soundness and the alignment of the interests of all stakeholders.
- Honesty, integrity and ethical conduct in all areas of business.
- Governing in compliance with law, avoiding actual or apparent conflicts of interests and disclosing the same when they arise, acting in good faith and objectively and confidentially where the need arises.
- Accordingly, Sagicor's Board of Directors and Senior Management believe that good corporate governance is essential to the effective, efficient and prudent operations of the Company's business. An internal control environment with strong corporate governance structures and procedures has therefore been developed and is continually being strengthened.
The mandate of the Board is to:
- Establish standards of business and ethical behavior for Directors, Senior Management and other personnel and obtain reasonable assurance, on a regular basis, that the Company has an ongoing appropriate and effective process for ensuring adherence to those standards;
- Approve the company's strategic direction, objectives, code of conduct, risk tolerances and significant policies and review the company's performance against the strategic direction and objectives;
- Recruit and retain a qualified and competent chief executive officer and senior management team and ensure that compensation and incentive plans are appropriate;
- Develop and annually review an appropriate succession plan for the chief executive officer and other members of the senior management team. The appropriate succession plan will be developed by the Human Resource and Executive Compensation Committee and approved by the board;
- Ensure that the company has a consistent and effective risk management process to manage and control the risks arising from its business activities;
- Ensure that the company complies with the laws of the countries in which the company operates;
- Ensure that the company is in sound financial condition and operates in a safe manner within an appropriate internal control environment;
- Confirm through independent verification or audit that Sagicor's code of conduct, risk tolerance, policies, procedures and controls are being complied with;
- Ensure that stakeholders receive meaningful information with an appropriate degree of transparency with which to judge reasonably, the effectiveness of the board of directors and senior management in meeting their corporate governance responsibilities;
- Ensure that the board is effectively exercising its corporate governance responsibilities.
- The Company believes that a diverse and highly qualified group of directors is critical to the effectiveness of its business and that the Board of Directors should provide a breath of expertise.
- Independent Directors must be in the majority and should be independent of management and free from any interest and any business or other relationship, other than an interest or relationship arising purely from their shareholding or a customer relationship being conducted strictly in accordance with the company's normal business practices.
- Upon joining the Board, Directors must familiarize themselves with the Board's policies and the company's corporate profile, organizational structure and corporate governance policies, procedures and practices.
Definition of Independent Director
To be considered an independent director the Board will determine that a director has no direct or indirect material relationship with the company.
For the purposes of this definition material relationship is defined as a relationship that could in the view of the board be reasonably expected to interfere with the exercise of a director's judgment independent of management.
Each director has a responsibility to notify the board of any change in his status that may put his or her independence at risk.
On an annual basis the board will determine the independence of each director and will disclose the basis of this determination in the annual report.
Areas of responsibilities
The Board makes decisions and reviews and approves key policies and decisions of the Company in particular in relation to:
- Corporate governance;
- Compliance with laws, regulations and the Company's code of business conduct;
- Corporate citizenship, ethics, environment;
- Strategy and operating plans;
- Business development including major investments and disposals;
- Financing and treasury;
- Appointment, Evaluation or Removal of Directors;
- Recommendation for remuneration of Directors
- Risk management;
- Financial reporting and audit;
Specific responsibilities for Chairman, Company Secretary and Directors
The Chairman is principally responsible for the effective operation and chairing of the Board and for ensuring that information that it receives is sufficient to make informed judgments. He also provides support to the Managing Director, particularly in relation to external affairs.
The Company Secretary is responsible for ensuring that Board processes and procedures are appropriately followed and support effective decision-making and governance. He/she is appointed by, and can only be removed by the Board.
Each Board member is expected to commit sufficient time for preparing and attending meetings of the Board, its Committees and, if applicable, of the Independent Directors. Regular attendance at Board meetings is a prerequisite therefore unless explicitly agreed upfront; a Director may appoint an alternate Director to attend regular Board meetings in his/her absence. Directors who are unable to attend a board meeting have a responsibility to review board papers received prior to the meeting and submit any general comments or questions to the Company Secretary for discussion at the board meeting.
In-depth knowledge of the particulars of the Company's business is vital for each Director in making informed and objective decisions and management should be allowed direct involvement and review of operational activities. Similarly, management should communicate to Board members opportunities to interact in strategy and day-to-day business settings. Board members are strongly encouraged to take advantage of such opportunities as frequently as feasible. The Directors have complete access to the Leadership of the Company.
Selection and Composition of the Board
The Board is responsible for the over-viewing of the interest of all stakeholders on the matters as outlined above. The composition of the Board should be such that these interests are best served and therefore the Directors require diversity in skills and characteristics.
Size of the Board
- The Board will have a minimum of 10 and a maximum of 15 Directors. Considering the size of the organization and the environment in which it operates, the Board believes such numbers are adequate.
Executive and Independent Directors
- At any time the number of Executive Directors should not exceed two (2) Directors.
Conflicts of Interest/Disclosure
- Any dealings in the Company's shares by any Director must be promptly reported to the Company Secretary who is obliged to disclose such information promptly to the Jamaica Stock Exchange.
- With respect to 'black out dates', no Director should trade in the Sagicor's shares during the period from which the Company declares the payment of a dividend to the payment date of such dividend.
- 'Black out' periods start thirty (30) days after the end of each quarter and end twenty-four (24) hours after the release of interim or final Financial results.
- A Director who has an interest in the Company or in any transactions with the Company which could create or appear to create a conflict of interest must disclose such interests to the Company. These would include:
- Any Interest in contracts or proposed contracts with the company
- General disclosure on interest in a firm, which does business with the company
- Interest in securities held in the Company
- Emoluments received by the Company
- Loans or Guarantees granted by the Company to/for the Director.
- Disclosure shall be made at the first opportunity to the Conduct Review Committee in writing and such disclosure shall be recorded in the Minutes of the Conduct Review Committee and Board Meetings.
- The Director shall then excuse himself from the Board meetings when the Board is deliberating over any such contract and shall not vote on any such issue. The Disclosure of a Director's interest shall include interests of his family and affiliates, and the Code of Conduct for Securities transactions by Directors and Managers as set out in Appendix III.
- Every Director shall annually subscribe to the Code of Ethics set out in Appendix 1 of the Procedures of the Conduct Review Committee. Every Director shall annually complete and return to the Board, the Conflict of Interest Statement set out in Appendix II of the Procedures of the Conduct Review Committee.
Election, terms, re-election and retirement
Election, terms, re-election and retirement of each Board member is conducted in accordance with the Articles of Association of the Company, Articles 86 to 114, with the exception that each Board member is to retire during the financial year, when the Director reaches the age of 65 years, unless a special resolution of exemption to this rule is passed at the Annual General Meeting of the Company.
Equally, the maximum number of terms of the Chairman should not exceed 10 successive years, unless a special resolution of exemption of this rule is passed by the Board.
The level of compensation of the Independent Directors reflects the time commitment and responsibilities of the role. It consists of a package appropriate to attract, retain and motivate Independent Directors of the quality required. The compensation is competitive and subject to regular review to what is paid in comparable situations elsewhere.
The Human Resource and Executive Compensation Committee will annually review and recommend to the Board appropriate directors remuneration. A review by the Board of the remuneration policies for Executive Directors will take place during a regular Board meeting annually.
Director Orientation and Education
The Board and Management will conduct a comprehensive orientation process for new Directors to become familiar with the Company's vision, strategic direction, core values, financial matters, corporate governance practices and other key policies and practices through a review of background material, meetings with senior management and visits to the Company's facilities.
The Board also recognizes the importance of education for its Directors. It is the responsibility of the Board to advise the Independent Directors about their education, including corporate governance issues. Directors are encouraged to participate in continuing Director educational training programs.
Access to outside advisors and funds
The Company will make such funds available to the Board and in particular the Independent Directors as is reasonably required for those Directors to objectively make decisions. This may include providing funds to access outside advisors and cover cost associated with travel and the gathering of relevant information for the execution of their responsibilities.
Code of Conduct
The Board expects all Directors, as well as officers and employees, to act ethically at all times and to adhere to all the Company's codes and policies as well as Sagicor Group's Codes and Policies. The Board will not permit any waiver of any of these policies for any Director or Executive officer. If an actual or potential conflict of interest arises for a Director, the Director shall promptly inform the Chairman. If a conflict exists and cannot be resolved, the Director should resign.
The Board has established several Committees, each with clearly defined terms of reference, procedures, responsibilities and powers.
This Committee comprises at least three (3) Independent Directors, elected annually after the Annual General Meeting, by the Board of Directors and to the Board.
The Committee’s purpose is to:
- Monitor the adequacy and effectiveness of the Company’s systems of risk management and control, the Business Risk Assurance function and external auditors.
- Review the Company’s annual and quarterly unaudited financial statements and related policies and assumptions and any accompanying reports or related policies and statements.
- Monitor and review the effectiveness of the Company’s internal audit function.
- Monitor and review the external auditor’s independence, objectivity and effectiveness.
- Develop and implement policy on the engagement of the external auditor to supply Non-audit services.
The Chairman of the Audit Committee shall also be appointed by the Board. The Board Chairman shall not be a member of the Committee. The Committee shall consist of not less than three members.
The Audit Committee shall meet at least four (4) times a year, within twenty (20) days of the end of each quarter and at such other times as any member of the Committee or the external auditors may request.
Conduct Review Committee
This Committee comprises at least three (3) Independent Directors elected annually after the Annual General Meeting by the full Board of Directors and the Secretary to the Board.
The Committee’s purpose is to:-
- Investigate and take decisions including making recommendations to the Board, in respect of any employee related matter which has the potential to reflect negatively on Sagicor Group Jamaica Limited and its subsidiaries.
- Approve or decline to approve transactions between Sagicor Group Jamaica Limited and its subsidiaries and related parties;
- Establish and ensure adherence to procedures designed to identify potential conflicts of interest, preventing conflicts of interest and resolving them, if they occur.
- Establish and ensure adherence to procedures regarding disclosure to customers with whom the company may be dealing.
This Committee comprises at least four (4) Independent Directors elected annually after the Annual General Meeting by the Board of Directors, President and CEO, Chief Financial Officer and the Investment Officer will also form a part of the Committee together with the Secretary of the Board.
The Resident Actuary is also invited to the meetings as an Attendee. Other Directors may be co-opted, as deemed necessary.
The primary purpose is to assist the Board of Directors to:-
- Ensure that the company adheres to prudent standards in making investment and lending decisions and in managing its investments and loans.
- Approve the annual strategy for the company.
- Review annually the Investment, Credit and Arrears Policies of the company and make such recommendations to the Board of Directors, as may be determined to be necessary or desirable.
- Review and approve of specific transactions and initiatives beyond the limits set for Sagicor’s staff.
Human Resources & Compensation Committee
This Committee comprises the Chairman, one (1) Executive Director, an Independent Director, the President and CEO, and the Secretary.
The Committee has the responsibility for monitoring the performance and compensation for Corporate Executives and it should convene periodic meetings to review the performance of the President and CEO, and other members of the Senior Management team.
The main functions of the Committee are to:
- Review and approve Executive compensation objectives and pay philosophy
- Evaluate Senior Managerial/Executive positions
- Review and endorse Executive Bonus and Stock Option plans
- Review and determine eligibility for participation in the executive compensation programme
- Discuss and review separation of Senior Executives
- Review proposal for Supplemental Group Health/Medical Plan for Senior Management insurance for Senior Executives of Sagicor Group Jamaica Limited
- Review Actuarial valuation of Pension Plan and endorse recommendations for improvement submitted by the President/CEO/Management Team
- Review specific Corporate goals for the President & CEO
- Review performance of the President & CEO and recommend adjustment to compensation
- Review proposal from Executive Management appointments as well as for compensation adjustments/increase for Senior Management& VPs to President & CEO
- Review broad parameters (Budget) for across-the-board adjustments company wide.
- Review and recommend to the board directors’ annual remuneration
- Develop and review annual succession plan for President and CEO and senior management team.
Nomination & Evaluation Committee
This Committee comprises of two Independent Directors, one Executive Director, the President and CEO and the Secretary. The Committee is responsible for keeping the performance of all Board Members under review, the composition of the Board and succession to it.
The Committee will make recommendations to the Board concerning appointments to the Board of Independent Directors, having regard to the balance and structure of the Board and the required blend of skills and experience.
The Committee has the following responsibilities:-
- Nominate potential candidates and evaluate the suitability of those candidates for future Board membership;
- Propose suitable candidates to the board for approval prior to approaching the candidate;
- Approach the future candidate and upon positive response, introduce the future Board member to the Board.
The nomination of one Independent Director through Sagicor is exempt from nomination through this Committee.
The Committee also develops, maintains and executes an annual process of self-evaluation and 360 degrees feedback between Board members. Results of the self-evaluation are discussed annually in a Board meeting after an independent analysis.
The Chairman and the President and CEO will present results of the 360 degrees feedback to the relevant Board member individually.
The Committee shall meet annually to initiate and assess the outcome of the evaluations or as the election and re-election procedures determine and at such other times as any member of the Committee may request.
Ad Hoc Committees
The Board may call any Ad Hoc Committee as it deems necessary. The rules under which such Committee governs will be set out at each occasion by the Board. All Committees including those explicitly mentioned above will be subject to the annual evaluation process, similar as applied to the Board itself.
Frequency of Meetings
During each financial year, there will be a minimum of six (6) regular Board meetings. Special Board meetings may occur at such other times as any member of the Board may request.
Distribution of Board Material
All Board materials should be distributed at least three (3) days in advance of a Board meeting.
Independent Director Meetings
The Company is to provide opportunity for the Independent Directors to meet Independently of the Executive Directors. On the decision of the Independent Directors, the President and CEO may be invited, if they desire.
Operational Review Meetings
To further engage the Board and strengthen its in-depth knowledge of the particulars of the Company's business a monthly one hour (virtual) meeting on the past monthï¿½s performance is conducted. This meeting allows direct involvement and review of operational activities. Attendance to these meetings is on a voluntary basis.
Strategy and Operating Plan setting Meeting
The Board is consulted on a regular basis on matters which are of strategic importance to the Company. Annually the Company will set, in coordination with the Chairman, a meeting to review the Company's strategy in depth prior to final agreement of such strategy and annual operating plan with the Company's parent Company.
Selection of Agenda Items for Board Meetings
The Chairman and Company Secretary will establish the agenda for each Board meeting. Each Board member may suggest the inclusion of item(s) on the Agenda.
Information important to the Board's understanding of the business will be distributed electronically and or in writing to the Board before the Board meetings.
As a general rule, presentations on specific subjects should be sent to the Board members in advance to save time at Board meetings and focus discussion on the Board's questions. On those occasions in which the subject matter is extremely sensitive, the presentation will be discussed at the meeting.
Additional attendees to the meeting
Furthermore, the Board encourages the Management to, where it assist the ability of the Board members to execute their responsibilities, bring managers into Board meetings who: (a) can provide additional insight into the items being discussed because of personal involvement in these areas, and/or (b) are managers with future potential that the senior management believes should be given exposure to the Board.
Board relationships will include:
- Interaction with the President and CEO
- Contact with Investors, Media, Suppliers and Customers
- Access to management and employees
Communication with Stakeholders
The Board of directors will ensure that the company has in place a policy to enable the company to effectively communicate with its stakeholders. The Board is committed to providing timely, accurate and balanced disclosure of all material information about the company and will provide fair and equal access to such information.
The Board requires that management has in place a process to support the company's policy of providing true, full and timely disclosure of financial results and other material information to appropriate stakeholders including shareholders, regulators, employees, rating agencies, analyst and stock brokers.