Roles and Responsibilities of the Non-Executive & Independent Board of Directors
A NEID has no executive responsibilities in the Company and their role is to provide independence, oversight and challenge to the Company.
The current INDIES PHARMA’S Board is to have 2 executive directors and 4 non-executive independent directors. As per the Section 504 (2)(b) of the Jamaica Stock Exchange Junior Market rules and regulations, one of the non-executive independent directors will be chosen from the list of the mentors identified by the Jamaica Stock Exchange and shall be appointed as the Mentor to the Board of Directors.
The NEID Role:
Background to the role is as follows:
- Quarterly Board meetings - approximately 3 hours per meeting
- Quarterly Audit & Finance (Risk & Compliance) Committee meetings - approximately 1 to 3 hours per meeting
- Bi-Annual Remuneration / Compensation Committee meetings – approximately 1 to 3 hrs per meeting
- Individual meetings with Head of compliance quarterly
- Individual meetings with Head of risk and internal audit quarterly
- Time spent in the business as required
Summary of the Roles, Key duties and Responsibilities:
Key attributes required include:
Board of Directors
Dr. Guna S. Muppuri MBBS.,MCCFP
Executive Chairman, Director, Founder, President & CEO
An entrepreneur at heart, Dr. Guna Muppuri is a Medical Doctor by profession and the Founder of the Company. He has over 30 years’ experience in the medical field inclusive of 18 years’ experience as the Founder and the Chief Executive Officer of the Company. He is currently the Executive Chairman and Director of the Board of Indies Pharma.
Dr. Muppuri, holds a MBBS degree from the Sri Venkateswara University Medical College in Tirupati, India. Having migrated to Jamaica in the early 1992 he has worked in various capacities (private and public) as a medical officer in the Jamaican health care system.
He has served as the President of the Business Process Industry Association of Jamaica and as a member of the Dean’s Advisory Board for the School of Health Professions at UAB - The University of Alabama at Birmingham, USA.
He is currently a:
Dr. Muppuri also engages in other business ventures, including developing IT BPO Knowledge Parks and specific purpose-built real estate projects in addition to several philanthropic initiatives.
He is also the recipient of several prestigious awards which include the following:
Mrs. Vishnu Muppuri MSc.,
Co-Founder, Executive Director & Chief Operations Officer
Vishnu Muppuri is the Chief Operations Officer of the Company. She has over 14 years’ experience with the Company in this capacity.
Mrs. Muppuri holds a Master of Science in Food and Nutrition Sciences (Honors) from Sri Venkateswara University, Tirupati, Andhra Pradesh, India. Following obtaining her masters degree in 1992, she lectured at the Sri Krishnaveni College in Chittoor-Andhra, Pradesh, India in the Department of Food Science and Nutrition for 2 years prior to joining her life partner Dr. Guna Muppuri in 1994 in Jamaica.
She currently serves on the Board of several entities under the Bioprist Group of companies.
Mr. Lissant Mitchell MBA.,
Non-Executive Independent Director and Mentor
Mr. LISSANT L. MITCHELL, is an experienced financial services executive with a successful career spanning over twenty-five years at the senior management and executive levels. With tenures at local institutions as well as regional and international financial groups, he has a proven track record in designing and executing long term sustainable strategic priorities, change management, divestitures, mergers, acquisitions and share ownership privatization.
Mr. Mitchell has a Master’s in Business Administration - Finance from the University of Manchester in the United Kingdom and a Bachelor of Science (Hons.) - Accounting with Economics from the University of the West Indies Mona, Jamaica.
A former Senior Vice President of Wealth Management at Scotiabank Group Jamaica Limited & former Chief Executive Officer at Scotia Investments Jamaica Limited (SIJL), Mr. Mitchell currently serves as a director of the National Insurance Fund Advisory Board, and Consolidated Bakeries Limited (PURITY), where he serves as Mentor for the Jamaica Stock Exchange Junior Market. He is also the Mentor for Future Energy Source Company Limited (FESCO). He has held directorships with the Jamaica Stock Exchange, SIJL and a number of companies within the Scotiabank Group locally and regionally.
Professor. Trevor Mccartney D.M., M.B.B.S, F.R.C.S, F.C.C.S
Non-Executive Independent Director
Prof. McCartney is a non-executive director of the Company and sits on the Audit and Compensation committees of the Board.
He has over 30 years’ experience as a General Surgeon and Administrator in the medical field. Since 1983, he has held the position of Consultant Surgeon with the St. Joseph’s Hospital (Kingston), the Andrews Memorial Hospital (Kingston), the Nuttall Memorial Hospital, and the Maxfield Medical Centre.
He is also a Medical Consultant to Guardian Life (Kingston). He previously held the positions of Consultant Surgeon (1983- 2007), Chairman, Department of surgery (1987-1992), and Senior Medical Officer (1989-2007) with the Kingston Public Hospital; and Consultant Surgeon and Medial Chief of Staff (2007-2015), Chief Executive Officer (2008-2013) and Honourary Consultant Surgeon (1983-2007) with the University Hospital of the West Indies.
Dr. McCartney is also the Chief of Medical Staff at the University Hospital of the West Indies, Deputy Dean and a Professor of Surgery at the Faculty of Medical Sciences, University of the West Indies, Mona. He previously served as Associate Senior Lecturer and Associate Lecturer in Surgery at the same institution.
Dr. McCartney is the Chairman of the Medical Relations Committee, Sagicor Jamaica Limited. He has previously held positions on the Boards of the Blue Cross of Jamaica, Kingston Public Hospital, South East Regional Health Authority, and the Medical Council of Jamaica. Dr. McCartney is a past student of the Faculty of Medical Sciences, University of the West Indies, and the University of Edinburgh, Scotland. He completed his residency in DM (Surgery) at the University of the West Indies. He also attended Jamaica College.
Mr. Kevin Alexis Donaldson MBA.,
Non-Executive Independent Director
Mr. Kevin Donaldson is a non-executive director of the Company and sits on the Audit and Compensation committees of the Board.
He is the Principal and Founder of of Roots Financial Group and comes with 21 years of experience in the field of Banking and finance industry. His core competencies are Strategic Planning and Analysis, Corporate Finance and Capital Allocation, Financial Analysis and Valuation, Investment Management & Product Development & Team Building and Integration. Kevin Alexis Donaldson did MBA Banking & Finance from Mona School of Business and Management. BSc (Economics Special) from University of the West Indies.
Kevin Alexis Donaldson currently serves as the Director for Elite Diagnostics Limited listed on the Junior Market of Jamaica Stock Exchange. Formerly, he was also the Director of Advantage General Insurance Company, Jamaica Stock Exchange, Sagicor Select Fund of Sagicor Group. He also worked as a Lecturer at Jamaica Institute of Management (2008 -2011) and was also a Mentor to University of the West Indies/Mona School of Business New Ventures Competition.
Mr. Dev Kumar Singh MBA.,
Non-Executive Independent Director
Mr Dev Kumar Singh is a non-executive director of the Company, currently employed in the capacity of COO at LEADING PHARMA LLC in New Jersey, United States of America. A highly motivated, innovative and professional leader with proven track record in developing and executing a marketing program and building the organizations from scratch.
Established green field pharma projects in India and UAE. He was the head of LIFE Pharma Dubai and was also part of the Sr. Management team at Jubilant Life Sciences Limited India, Accure Labs India where his role was pivotal in building midsize organizations to Global Pharma business.
He brings to the board his 24 years of experience in International Pharmaceuticals Formulations functions, Business Development, Marketing Strategies and Campaigns, establishing new projects including the green field pharma projects, General Management, P&L for the business, Product launches, Training and Consultations.
Commercially inclined senior leader who understands organizations wide imperatives, working with multicultural workforce in various countries, handling diverse projects / roles within Pharmaceutical Formulations sector.
Corporate Governance And Accountability
The Board has established the following committees in accordance with the Securities Act and regulations made thereunder, and Junior Market Rules of the JSE.
The members of each committee of the Board and a summary of its terms of reference are as follows:
|Audit and Finance Committee||Terms of Reference|
|Mr. Lissant Mitchell
|Oversight of good fiscal discipline, financial reporting, timely disclosure, and compliance.|
|Mr. Kevin Donaldson
|Prof. Trevor McCartney
|Remuneration / Compensation Committee||Terms of Reference|
|Prof. Trevor McCartney
|Oversight of the Company’s remuneration arrangements of the Directors and senior officers.|
|Mr. Kevin Donaldson
|Mr. Lissant Mitchell
|Mrs. Vishnu Muppuri
This charter sets out the key values and principles of the Board of directors of Indies Pharma Jamaica Limited (“Company”). It provides a concise overview of: the role and responsibilities of the board of directors; powers of the board and board committees; separation of roles between the Board and Management; and the practice of the board in respect of corporate governance matters. This Board Charter is subject to the provisions of the Companies Act, 2015, the Company’s Memorandum and Articles of Association and any applicable law or regulatory provision.
2. ROLE OF THE BOARD
a) The Board is the ultimate decision-making body of the Company.
b) The Board is responsible for establishing a sound system of internal control for the Company.
c) The Board is responsible for overseeing the corporate governance framework.
d) The Board is responsible for: adoption of strategic plans and policies; monitoring the operational performance; establishing policies and processes that ensure integrity of the Company’s internal controls; and risk management.
e) The Board is responsible for establishing clear roles and responsibilities in discharging its fiduciary and leadership functions.
f) The Board is responsible for ensuring that management actively cultivates a culture of ethical conduct and sets the values to which the institution will adhere.
g) The Board is responsible for ensuring that the strategies adopted promote the sustainability of the company.
h) The Board is responsible for establishing policies and procedures for effective operations of the Company.
i) The Board shall establish appropriate staffing and remuneration policies for all employees as required.
j) The Board shall ensure the Company’s compliance with all applicable laws, regulations, governance codes, guidelines and regulations and establish systems to effectively monitor and control compliance across the Company.
3. MATTERS RESERVED FOR THE BOARD
a) The Board reserves specific powers to itself and delegates other matters to the management of the Company.
b) The Board delegates its day-to-day powers and duties to the Chief Executive Officer and to the Executive Team which in turn will make further delegations in accordance with any law of the land which touches and concerns the operation of the Company.
4. DELEGATION OF AUTHORITY
a) Effective governance of the Company requires management to be involved in all significant decisions, and to be accountable to the Board. All delegated authorities must emanate from the Board.
b) In establishing delegated authorities, whether for risk/business approval, financial expenditure approval, or other approvals in respect of both quantum and individuals to be granted authority.
c) The CEO must raise with the Board any matter of significance affecting the Company which requires the Board’s attention, including any matters which exceed the delegated authority of the executive management.
5. COMPOSITION OF THE BOARD
a) The Board shall be optimally constituted, giving consideration to the size and nature of the Company’s business and its subsidiaries.
b) The Board shall ensure that it comprises a diverse mix of skills and expertise critical for effective oversight on the management of the company. This shall be underscored by ensuring that each member has the requisite skill and access to the necessary tools required for their effective performance.
5.1. Appointment and Remuneration of Board members
a) The Board shall consist of both Non-Executive Directors and Executive Directors as shall be determNEID from time to time and subject to regulatory requirements.
b) The Board shall recommend Directors for appointment by the shareholders at the Annual General Meetings (AGMs). Independent Non-Executive Directors (NEIDs) shall be appointed as per regulatory requirements.
c) The number of Board members shall be as determNEID by the Company’s Articles of association and local regulatory requirements.
d) All directors must disclose outside directorships and inform the Company Secretary of any changes to such directorships as soon as the changes take place.
e) Executive directors intending to accept a board position outside of the Group for personal interests must receive prior clearance from the relevant Governance Head. Such appointments should be limited to one subject to regulatory requirements and there must be no conflict of interest.
f) The Board shall establish and approve formal and transparent remuneration policies and procedures for Board members. Executive directors will not be paid any directors’ fees in addition to their regular remuneration. NEID fees will be reviewed at least every two years.
g) The Directors’ remuneration package shall be adequately disclosed in the director’s remuneration report and shall retroactively be approved by shareholders in an Annual General Meeting.
6. BOARD INDEPENDENCE
To enhance independence, the Board shall avail itself of an environment that ensures the members are critical and independent of one another so as to promote independent and objective judgement.
There shall be an annual review to evaluate the company’s succession planning needs about non-executive independent Directors (NEID). Prior to appointment, non-Executive independent Directors shall be required to satisfy the following criteria: a) have no conflicts of interest.
b) have appropriate professional skills, training and background.
c) bring influence and stature in the local market, including government, regulators
d) and the business community.
e) add to Board diversity but also fit with the existing board (directors from different sectors, industries including financial sector etc);
f) must not be appointed as a Minister of Government;
g) must not be bankrupt;
h) be able to devote sufficient time to the role and be willing to attend the scheduled board meetings in person. and only join by phone or video conference, if absence would otherwise be unavoidable;
i) be independent as a NEID by local regulations;
j) satisfy the requirements under the applicable local regulation; and
k) must not have served for more than nine years since they were first elected as an NEID.
7. ACCESS TO INFORMATION AND INDEPENDENT ADVICE.
a) The Board may from time to time require independent legal, financial, governance or other expert advice. To facilitate this, the Board shall ensure members obtain external advice, as may be required, at the company’s expense and shall invite senior management to provide technical advice as needed.
b) The Board shall establish procedures to allow its members access to relevant, accurate and complete information and professional advice in order to discharge its duties effectively.
8. BOARD TRAINING
a) Each Board member shall participate in an induction program that is tailored to effectively orient the member to the Company’s business, strategy, objectives, policies, procedures, operations, senior management and the business environment. The induction shall also include all the necessary information that shall be required by a member for effective performance on the Board. New Board members shall also be introduced to their fiduciary duties and responsibilities as well as any other aspects that are unique to the business.
b) Board members should have a clear understanding of their role in corporate governance and be able to exercise sound and objective judgment about the affairs of the Company.
c) The Board shall ensure adequate Board development through continuous training to keep the Board well informed on critical information pertinent to the business and corporate governance environment.
d) The Board shall conduct an annual review to identify the training needs for each member on a regular basis and facilitate upskilling as well as continuous development.
9. BOARD EVALUATION
a) For improved Board effectiveness, the Board shall carry out an assessment of its performance, the performance of the Executive Chair, that of its committees, individual members and the Company Secretary.
b) The Board shall discuss the results of the evaluation exercise, which shall also inform the Board on the training needs for its members.
c) The Board shall disclose whether evaluation of the Board, Executive Chair and Company Secretary has been undertaken in the annual report and financial statements of the company.
10. ROLE OF THE CHAIR
THE ROLE OF THE CHAIRMAN SHALL:
a) Provide leadership to the Board and ensure its effectiveness in all aspects of its role. The Executive Chair shall set the Board agenda with the assistance of the Company Secretary;
b) Facilitate the effective contribution of non-executive directors and encourage constructive relations between executive and non-executive directors.
c) Monitor attendance at Board meetings;
d) Ensure that there is a robust process for Board succession and that a current pool of candidates has been identified;
e) Develop the strategy of the Company, together with the Executive Chair, and ensure the Board is fully appraised and has the opportunity to debate the strategic direction of the Company;
f) Put in place and maintain an effective delegation of authority structure to provide effective management and control over the Company’s business with the assistance of the Executive Chair;
g) Communicate effectively with the Company’s stakeholders. The stakeholders include, where applicable, shareholders, regulators, governments, customers, staff and the communities within which the Company operates;
h) Ensure that the Company communicates effectively with international institutions, shareholders, stakeholders, governments, rating agencies, financial institutions, the media, the public and any relevant special interest groups who have a legitimate concern or involvement with the business of the Company;
i) Ensure that the views of the shareholders are communicated to the Board as a whole;
j) Chair the Annual General Meeting and all other shareholder meetings of the Company;
k) Together with the Company Secretary, ensure that the Company operates to the highest standards of corporate governance;
l) Manage the training needs of each board member and ensure development;
m) Ensure the Board undertakes continuous development in order to enhance governance practices within the Board itself and in the interest of the Company.
THE ROLE OF THE EXECUTIVE CHAIRMAN SHALL BE TO:
a) Ensure that the policies spelt out by the Board in the Company’s overall corporate strategy are implemented;
b) Identify and recommend to the board competent officers to manage the operations of the institution. In the fulfilment of this duty, the Executive Chair should ensure that the institution’s human resources policy is adhered to;
c) Co-ordinate the operations of the various departments within the institution;
d)Establish and maintain efficient and adequate internal control systems;
e) Design and implement the necessary management information systems in order to facilitate efficient and effective communication within the institution;
f) Ensure that the Board is frequently and adequately appraised about the operations of the institution through presentation of relevant board papers, which must cover, but are not limited to, the following areas:
1. Actual performance compared with the past performance and the budget together with explanations of all the variances.
2. Capital structure and adequacy.
3. Advances performance in particular problem loans, losses, recoveries and provisions.
4. Income and expenses.
5. All insider transactions that benefit directly or indirectly any officer or shareholder of the institution.
6. Large exposures.
7. External, internal and audit committee reports.
8. Any other areas relevant to the institution’s operations.
9. Ensure that the Company complies with all the relevant Jamaica Stock Exchange Junior Market Rules and other applicable laws in the execution of its operations.
10. Any other duties as may be assigned by the Board from time to time.
11. DUTIES OF BOARD MEMBERSEach Board member shall have the fiduciary duty to―
a) exercise a reasonable degree of care, skill and diligence;
b) act in good faith and in the best interests of the company and not for any other purpose;
c) act honestly at all times and must not place themselves in a situation where personal interests conflict with those of the company;
d) exercise independent judgement at all times;
e) devote sufficient time to carry out their responsibilities and enhance their skills;
f) promote and protect the image of the company;
g) owe their duty to the company and not to the nominating authority; and
h) owe the company a duty to hold in confidence all information available to them by virtue of their position as a Board member.
12. THE COMPANY SECRETARY
The Board shall appoint a Company Secretary to assist and advise the Board and all Board Members. The Company Secretary is the Secretary of the Board and is charge with the following responsibilities:
a) to provide guidance to the Board on its duties and responsibilities and on other matters of governance;
b) to ensure that the Board complies with its obligations under the law and the Company articles of association;
c) to assist the Chairperson of the Board in organizing the Boards activities;
d) to assist the Board with evaluation exercise;
e) to coordinate the governance audit process;
f) to maintain and update the register of conflict of interest;
g) to facilitate effective communication between the organization and the shareholders; and
h) to carry out any other duties as may be assigned by the Board from time to time.
13. BOARD COMMITTEES
a) The Board may discharge any of its responsibilities through Board Committees appointed from amongst its members subject to the applicable laws.
b) The Board has established the following committees:
o Audit and Finance Committee
o Remuneration / Compensation Committee
c) The Board shall appoint the Chairpersons of the Committees and shall approve appropriate terms of reference for the Committees.
d) Reporting obligations:
o The Committees shall report to the Board on matters referred to it by the Board and on the proceedings following each meeting of the committee. The report shall include findings, matters identified for specific recommendation to the Board, action points and any other issues as deemed appropriate.
o The committees shall liaise with each other in so far as it is expedient to effectively perform their different roles.
e) The Board remains collectively responsible for the decisions of any committee and shall review the effectiveness and performance of committees annually.
f) The Board may be required to establish other committees from time to time.
14. CONFLICTS OF INTEREST AND RELATED PARTY TRANSACTIONS
a) All directors are required to:
1. Declare any interests that may give rise to potential or perceived conflict e.g. multiple directorships, business relationships or other circumstances that could interfere with exercise of objective judgment;
2. Declare as soon as they become aware that a subject to be discussed at a Board or committee meeting may give rise to a conflict of interest at the outset of the applicable meeting. The conflicted director shall not participate further in the discussion of that subject, nor vote on it. This is subject at all times to the provisions of the local regulations, Articles of Association or other constitutional documents of the Company.
b) The Board shall evaluate all potential or perceived conflict of interest as declared and shall approve such transactions with the company as may be appropriate.
c) A register of declared Conflicts of Interest shall be maintained by the Company Secretary.
15. CODE OF CONDUCT
a) The Board shall adopt a Code of Conduct for all directors and employees that addresses, among other things, conflict of interest and which shall be reviewed and updated regularly. A summary of this code shall be made available on the company’s website.
b) The Company shall adopt effective whistle blowing mechanisms that encourage staff and other stakeholders to bring out information helpful in enforcing good corporate governance practices.
c) The Board shall also adopt the PSOJ Corporate Governance Code 2016 that will apply to all directors and staff.
16. RELATIONS WITH SHAREHOLDERS
a) The Board shall recognize, respect and protect the rights of shareholders and shall ensure equitable treatment of all shareholders in the same class of issued shares whether minority, institutional or foreign.
b) The Board shall provide shareholders with information as is required under the applicable law and shall
establish mechanisms to ensure effective communication with shareholders.
17. RELATIONS WITH STAKEHOLDERS
a) The Board shall have a stakeholder-inclusive approach and will be responsible for giving due consideration to the legitimate interests and expectations of the Company’s stakeholders in its deliberations, decisions and actions.
b) The Board shall establish effective communication with the Company’s stakeholders including the media as may be appropriate.
18. TERMS OF REFERENCE
The Board shall adopt its detailed Terms of Reference which shall be reviewed periodically - Indies Pharma Jamaica Limited Board of Directors.
- An Independent director (also sometimes known as an outside Director) is a Director (member) of a board of directors who does not have a material or pecuniary relationship with the company or related persons, except sitting fees.
- Audit and Finance Compliance Committee means a committee of the Board of Directors comprising most independent non-executive Directors that is responsible for reviewing and recommending for approval the audited financial statements of the Junior Market Company
- Audited Annual Financial Statement, due January 29th of each year, means a company's document that a registered certified public accountant (CPA) has reviewed and determined is free from error. In this case, an external auditor to review the financial statements to ensure the information contained is correct and to validate the business's financial credibility. Stakeholders and decision makers, such as investors, may require audited financial statements from a company to ensure they provide a reliable representation of the organization's finances, such as expenses and profits.
- Quarterly Unaudited financial statements mean for each reporting quarter of the reporting year either in unaudited form within 45 days of the end of the reporting quarter to which the financial statements relate, or in audited form within 60 days of the end of such quarter.
- Annual Reports means the report of the Board of Directors that accompanies the financial statements in respect of a reporting year.
- Reporting year means the 12-month period in which the Junior Market Company reports for the purposes of its financial statements, and for which it issues its annual report.
The Audit and Finance Committee is appointed by the Board to assist the Board in the oversight of
- the integrity of the financial statements of the Company.
- the independent auditor’s qualifications and independence.
- the performance of the Company’s internal audit function and the independent auditors.
- the compliance by the Company with legal and regulatory requirements; and
- the Company’s policies and practices with respect to major financial risk exposures.
The Audit and Finance Committee shall prepare the report required by the rules of the Jamaica Stock Exchange to be included in the Company’s annual report.
- The Audit and Finance Committee shall consist of three or more members of the Board.
- The members of the Audit and Finance Committee shall meet the independence and experience requirements of the Jamaica Stock Exchange, Section 504 (2)(b) of the Jamaica Stock Exchange Junior Market rules and regulations.
- At least one member of the Audit and Finance Committee shall be an “Audit committee financial expert”.
- Quorum is 50% plus 1.
COMMITTEE AUTHORITY AND RESPONSIBILITIES
- The Audit and Finance Committee shall have the sole authority to appoint or replace the independent auditor (subject, if applicable, to shareholder ratification), and shall approve all audit engagements and the fees and terms thereof and all non-audit engagements with the independent auditors.
- The Audit and Finance Committee may consult with management but shall not delegate these responsibilities to management. The independent auditor shall report directly to the Audit and Finance Committee.
- The Audit and Finance Committee shall be directly responsible for the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work.
- The Audit and Finance Committee may delegate to a member of the committee the authority to approve audit engagements and permitted non-audit engagements with the independent auditors. If any such authority is delegated, any decisions to pre-approve any activity shall be presented to the full Audit and Finance Committee at its next meeting.
- The Audit and Finance Committee shall meet in person or telephonically as often as it determines necessary, but not less frequently than four times per year. The Audit and Finance Committee may form and delegate authority to subcommittees when appropriate.
- The Audit and Finance Committee shall have the authority, to the extent it deems necessary or appropriate, to retain independent legal, accounting, or other advisors.
- The Company shall provide for appropriate funding, as determined by the Audit and Finance Committee, for payment of compensation to the independent auditor for the purpose of rendering or issuing an audit report and to any advisors employed by the Audit and Finance Committee.
- The Audit and Finance Committee may request any officer or employee of the Company or the Company’s outside counsel or independent auditor to attend a meeting of the Committee or to meet with any members of, or consultants to, the Committee.
- The Audit and Finance Committee shall meet with the management, the internal auditors and the independent auditor in separate executive sessions at least quarterly.
- The Audit and Finance Committee may also, to the extent it deems necessary or appropriate, meet with the Company’s investment bankers or with financial analysts who follow the Company.
- The Audit and Finance Committee shall make regular reports to the Board with respect to its activities, including any issues that arise with respect to the quality or integrity of the Company’s financial statements, the Company’s compliance with legal or regulatory requirements, the performance and independence of the Company’s independent auditors or the performance of the internal audit function.
- The Audit and Finance Committee shall produce and provide to the Board of Directors an annual performance evaluation of the Committee, which evaluation shall compare the performance of the Audit and Finance Committee with the requirements of this Charter.
- The performance evaluation shall also encompass a review and reassessment of the adequacy of this Charter, and the Audit and Finance Committee shall recommend to the Board of Directors any improvements to this Charter deemed necessary or desirable by the Audit and Finance Committee.
- The performance evaluation by the Audit and Finance Committee shall be conducted in such manner as the Committee deems appropriate.
- The report to the Board of Directors may take the form of an oral report by the Chairperson of the Audit and Finance Committee or any other member of the Audit and Finance Committee designated by the Committee to make this report.
THE AUDIT AND FINANCE COMMITTEE, TO THE EXTENT IT DEEMS NECESSARY OR APPROPRIATE, SHALL: FINANCIAL STATEMENT AND DISCLOSURE MATTERS
- Review and discuss with management and the independent auditor the annual audited financial statements, including specific disclosures made in management’s discussion and analysis, and recommend to the Board whether the audited financial statements should be included in the Company’s annual report or quarterly reports.
- Review and discuss with management and the independent auditor the Company’s quarterly financial statements, prior to the filing of its quarterly reports including the results of the independent auditor’s reviews of the quarterly financial statements.
- Review and discuss with management and the independent auditor:
(a) analyses prepared by management and/or the independent auditor setting forth significant financial reporting issues and judgments made in connection with the preparation of the Company’s financial statements, including the development, selection and disclosure of critical accounting estimates and analyses of the effects of alternative methods on the financial statements; and
(b) major issues regarding accounting principles and financial statement presentations, including any significant changes in the Company’s selection or application of accounting principles, and any major issues as to the adequacy of the Company’s internal controls and any special steps adopted in light of material control deficiencies.
- Review and discuss with the independent auditors:
(a) Changes in critical accounting policies and practices to be used.
(b) All alternative treatments of financial information within generally accepted accounting principles that have been discussed with management, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the independent auditor.
- Review and discuss with management (including the senior internal audit executive) and the independent auditor the Company’s internal controls report and the independent auditor’s attestation of the report prior to the filing of the Company’s annual reports.
- Discuss with management and the independent auditor the effect of regulatory and accounting initiatives as well as off-balance sheet structures on the Company’s financial statements.
- Discuss with management the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures, including the Company’s risk assessment and risk management policies.
- Receive and discuss with management reports on the security of and risks related to the Company’s information technology systems and procedures.
- Discuss with the independent auditor any matters that the independent auditor is required to discuss with the Audit and Finance Committee pursuant to professional and regulatory requirements related to the conduct of an audit. In particular, discuss:
(a) The adoption of, or changes to, the Company’s significant auditing and accounting principles and practices as suggested by the independent auditor, internal auditors or management.
(b) The management letter provided by the independent auditor and the Company’s response to that letter, as well as other material written communications between the independent auditor and management, such as any schedule of unadjusted differences.
(c) Any difficulties encountered in the course of the audit work, including any restrictions on the scope of activities or access to requested information, and any significant disagreements with management.
- Review disclosures made to the Audit and Finance Committee by the Company’s Executive Chair and Chief Financial Officer during their certification process for the annual report and quarterly reports about any significant deficiencies in the design or operation of internal controls or material weaknesses therein and any fraud involving management or other employees who have a significant role in the Company’s internal controls.
LIMITATION OF AUDIT AND FINANCE COMMITTEE’S ROLE
- While the Audit and Finance Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Audit and Finance Committee to determine that management has established and maintained appropriate internal control over financial reporting, that the Company’s financial statements and disclosures are complete and accurate and have been prepared in accordance with accounting principles generally accepted in Jamaica, or that the audit of the Company’s financial statements by the independent auditor has been carried out in accordance with auditing standards generally accepted in Jamaica.
- Management is responsible for the financial statements and the reporting process, including the system of internal controls, and the independent auditor is responsible for expressing an opinion on the conformity of those audited financial statements with accounting principles generally accepted in Jamaica.
Indies Pharma Jamaica Limited Board of Directors has resolved to establish a Remuneration / Compensation Committee among its members, which shall prepare the matters pertaining to the appointment and remuneration of the Chief Executive Officer and other executives of the company as well as the remuneration schemes of the personnel.
COMPOSITION OF THE COMMITTEE
- Remuneration / Compensation Committee shall have at least three members.
- In the organization meeting, the Board elects the members and chairman of the Remuneration / Compensation Committee from among the members of the Board.
- The majority of the members must be independent of the company.
DUTIES OF THE COMMITTEE
- The duties of the Remuneration Committee include:
- Preparation of matters pertaining to the appointment of the managing director and the other executives as well as the identification of their possible successors.
- Preparation of matters pertaining to the remuneration and other financial benefits of the managing director and other executives.
- Preparation of matter pertaining to the remuneration schemes of the company.
- Evaluation of the remuneration of the managing director and the other executives as well as seeing to it that the remuneration schemes are appropriate.
- Answering questions related to the remuneration statement at the general meeting.
In addition to the tasks listed above, the Remuneration / Compensation Committee may have other tasks that are appropriate for it to be able to fulfill its function.
- The Remuneration / Compensation Committee has the right to investigate and examine matters pertaining to its function and use outside experts and consultants at its discretion.
- The Board remains responsible for the duties assigned to the committee. The committee has no autonomous decision-making power, and thus the board makes the decisions within its competence collectively.
- The committee convenes once every six months.
- The meetings shall follow the procedures concerning meetings of the Board of Directors to the extent applicable.
- No director or senior executive shall be involved in any decisions as to his or her own remuneration.
- If executive directors or senior management are involved in advising or supporting the Committee, that role should be clearly separated from their role within the business and care should be taken to recognize and avoid conflicts of interest.
- The Committee chairman shall report formally to the Board on its proceedings after each meeting on all matters within its duties and responsibilities.
- The Committee shall make such recommendations to the Board as it deems appropriate on any area within its remit where action or improvement is desirable.
- The Committee shall produce an annual report of the Company’s remuneration policy and practices which will form part of the Company’s annual report.
- The quorum necessary for the transaction of business shall be two members.
- A duly convened meeting of the Committee at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions vested in or exercisable by the Committee.
- The Company Secretary or such person as the Director nominates shall act as the secretary of the Committee.
- The Secretary shall ensure that the Committee receives information and papers in a timely manner to enable full and proper consideration to be given to the issues.
- The Secretary shall minute the proceedings and resolutions of all meetings of the Committee, including recording the names of those present and in attendance.
- Draft Minutes of Committee meetings shall be circulated promptly to all members of the Committee. Once agreed, minutes shall be circulated to all other members of the Board, unless it would be inappropriate to do so.
The Committee shall, at least once a year, review its own performance, composition, and terms of reference to ensure that it is operating effectively and recommend any changes it considers desirable to the Board for approval
ANNUAL GENERAL MEETING (AGM)
- An AGM is held once every year.
- The scheduled AGM shall be in the month of MAY every year.
- A notice of AGM shall be filed at the Jamaica Stock Exchange and on the website.
QUARTERLY BOARD MEETING CALENDAR
- Board meetings will be held once every quarter for each fiscal year.
- The fiscal year commences on the 1st of November of the prior year and ends on the 31st of October of the following year.
- The recommended months for the board meeting shall be:
- The indicative dates for the board meeting to be agreed at the beginning of every fiscal year.
- A calendar for the committee meetings shall be in place. The committee meetings could be scheduled one week or so ahead of the scheduled main board meetings. The committee meetings are subjected to the agreed frequency per year.
Historical Dates AGM & Quarterly Board Meetings Calendar
2022 - 2023
|Annual General Meeting||Quarterly Board Meetings|
|May 31, 2023||December 01, 2022|
|April 12, 2023|
2021 - 2022
|Annual General Meeting||Quarterly Board Meetings|
|May 27, 2022||December 17, 2021|
|March 11, 2022|
|May 25, 2022|
|September 02, 2022|
2020 - 2021
|Annual General Meeting||Quarterly Board Meetings|
|August 27, 2021||May 06, 2020 (Special)|
|December 10, 2020|
|January 29, 2021|
|February 10, 2021 (Special)|
|March 12, 2021|
|June 10, 2021|
|September 10, 2021|
2019 - 2020
|Annual General Meeting||Quarterly Board Meetings|
|August 27, 2020||August 30, 2019|
|December 18, 2019|
|January 29, 2020|
|April 30, 2020|
2018 - 2019
|Annual General Meeting||Quarterly Board Meetings|
|May 30, 2019||September 11, 2018|
|December 13, 2018|
|March 04, 2019|
|May 30, 2019|
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