The Trinidad and Tobago Stock Exchange Limited (TTSE) considers sound corporate governance crucial in ensuring its long term success and is intent on deepening its commitment to the principles of good corporate governance. The TTSE Board sees one of its major responsibilities as ensuring that the organization has a strong corporate governance framework.
As part of its commitment to corporate governance in business, the TTSE partnered with the Caribbean Corporate Governance Institute and the Trinidad and Tobago Chamber of Industry and Commerce in the development of the Trinidad and Tobago Corporate Governance Code (“the Code”). The Code was formally launched in November 2013 and has been endorsed by the Trinidad and Tobago Securities and Exchange Commission, regulators of the TTSE.
The Board continues to strengthen its adherence to the principles of good corporate governance as a Self Regulatory Organisation (SRO), with diligent administration of its legal and regulatory obligations under the Securities Act, 2012 and giving due care to act always in the best interest of all stakeholders.
The Board’s disclosure is intended to give all stakeholders an understanding of the TTSE’s governance and its application of the Principles of the Code during the year 2014 as part of its commitment to the framework for effective governance.
The Board is the principal decision-making forum and is responsible to shareholders for achieving the TTSE’s strategic objectives and delivering sustainable growth in shareholder value.
Our Board of Directors act in a way they consider will promote the long-term success of the TTSE for the benefit of shareholders as a whole and in the interests of stakeholders. The following include key duties and functions of the Board:
Oversight of the organization’s framework for corporate governance.
Strategy and Management
Responsibility for the overall strategic direction of the TTSE.
Approval of the budgeted annual operating and capital expenditure.
Performance review of the TTSE’s strategies and business plans.
Approval of material contracts, new listings and any other material matters.
Structure and Capital
Changes relating to the TTSE’s capital structure and identification of principal business risks, approval of key policies and practices which include capital risk management, market risk, operational and legal risks.
Financial Reporting and Controls
Approval of financial statements.
Maintenance of a sound system of internal control and risk management system.
Board Membership and Other Appointments
Ensuring adequate succession planning for the Board and senior management.
Appointments to the Board, following recommendations by the Nomination Committee.
Determining the remuneration of Directors in accordance with the TTSE By-Laws and shareholder approval, as appropriate.
Undertaking a formal review annually of its own performance, that of its committees and individual Directors and determining the independence of Directors.
Acts as an Independent Non-Executive Director and chairs the Board of the Company;
- Forges an effective Board as to composition, skills and competencies;
- Ensures, in collaboration with the Chief Executive, that the Board considers the strategic issues facing the Company in a timely manner and is presented with sound information and analysis appropriate to the decisions that it is asked to make;
- Acts as a guide for the Chief Executive and provides general advice relating to the management and development of the Company’s business; and
- Supports the commercial activities of the Company by, inter alia, maintaining contact with the Company’s key stakeholders and maintaining dialogue with other industry participants.
During the year, the Board agreed to the development of a Board Charter. Additionally, the Board sought to improve the preservation of institutional knowledge which is fundamental to the continuity of business in a specialized environment. The Board values highly, sound and independent thought, judgment and ethical conduct in decision-making and exercises its discretion on conflicts that may arise, imposing limits or conditions as it thinks fit.
The Board of Directors may, under the TTSE’s By-Laws, determine the number of Directors within a range of three (3) and fifteen (15). The Board currently consists of eleven (11) members comprising of independent and non-independent members. Of the eleven (11) members on the Board, seven (7) members are independent members which allows for open and dynamic discussions from a combination of disciplines such as capital markets, general management, finance, regulatory, compliance, and risk management.
As outlined in the TTSE’s By-Laws, all Directors retire from the Board every three (3) years and are eligible for re-election, with the exception of Directors who are over the age of seventy (70) years, who retire from the Board on an annual basis and are eligible for re-election.
The Board has continued to oversee the organization’s strategy, risk framework, financial performance and Board succession planning.
The Board holds meetings on a monthly basis to maintain oversight over routine business and for any special business additional meetings are convened as necessary.
In order to manage the discharge of its responsibilities, the Board has set up several Committees comprised of Directors with the commensurate skills and experience. All Committees have Terms of Reference which are reviewed annually. At each Board Meeting, the Board receives reports from the respective Committee chairpersons.
The Committee recommends approval of the financial statements to the Board and maintains under review the effectiveness of the TTSE’s system of internal control and risk management. In order to do this, the Committee considers reports from management and the internal audit function, as well as, oversees the relationship with the external auditor. The following Directors are members of the Audit Committee.
Mr. Peter Inglefield (Chairman)
Mr. Michael Phillip
Ms. Wendy Kerry
The Committee focuses on the development of capital market initiatives with emphasis on new product development and through business intensification, by diversifying its product offering, pricing strategy and in the development of rules governing the market. The following Directors are members of the Strategic Development and Implementation Committee.
Mr. Ian Narine (Chairman)
Ms. Carla Kelshall
Mr. Peter Clarke
Mr. Anton Gopaulsingh
The Committee recommends compensation of senior executives, selection and retention of senior management, oversees pension and significant employee benefits, training and development of senior staff and development of human resource policies. The following Directors are members of the Human Resources Committee.
Mr. Ray A. Sumairsingh (Chairman)
Mr. Ian Narine
Ms. Wendy Kerry
The Committee oversees the compliance monitoring of the member firms of the TTSE and determines action for disciplinary measures as may be necessary. The Committee also has oversight of the adequacy and effectiveness of the self regulatory functions of the TTSE and its subsidiary and assesses their compliance with applicable legislative framework. The following Directors are members of the Regulatory Committee.
Mr. Peter Clarke (Chairman)
Ms. Donna Marie Johnson
Mr. Peter Inlefield
Mr. Anton Gopaulsingh
A Nominations Committee was established in November 2014 and at present there are three members, Mr. Ray A. Sumairsingh, Mr. Ian Narine and Mr. Michael Phillip. The Committee’s role is to review the size and structure of the Board, consider succession planning and make recommendations to the Board on potential candidates for the Board.
Our Board of Directors and management are committed to ensuring good corporate governance by discharging its responsibilities at the highest standard within a comprehensive framework as well as enhancing shareholder value in an evolving corporate governance environment.