Notes To Financial Statements - Jamaica National

Corporate Governance StatementThe JNBS Board is committed to upholdinghigh standards of governance in all areas ofthe Society and the Group. Through a wellestablishedgovernance framework, the Boardprovides leadership and monitors the businessaffairs of the JN Group on behalf of themembers and other stakeholders to whom theyare accountable.External RegulatorsJNBS, which is established under the BuildingSocieties Act, is licensed as a financialinstitution under the Bank of Jamaica (BuildingSocieties) Regulations 1995 and is, therefore,regulated by the Bank of Jamaica. JNBS is alsoaccountable to the relevant financial authoritiesoverseas who grant licences for the Society tooperate Representative Offices in the UnitedKingdom, United States of America and Canada.All of these external bodies have establishedregulations and timelines for compliance,and these requirements are adhered to by theSociety and all entities within the Group.The BoardThe JNBS Board is comprised mainly ofindependent directors who bring characteristicsthat allow for a balance of qualifications, skills,expertise and experience. The mandate of theDirectors is to ensure that the Society operateswithin stipulated ethical and legal guidelines,and that proper records and accountabilitystandards are established, maintained,documented and audited.The Board reviews its composition on an annualbasis in order to maintain the appropriate mixof experience and competence. Where it isconsidered that the Board would benefit fromthe services of a new director with particularskills, the Board conducts critical assessmentof qualified candidates and selects the mostsuitable individual.Internal ControlsThe Board reviews the business risks towhich the Society may be exposed throughintegrated risk management programmes,which ensure that risks are identified, assessedand appropriately managed. Mechanismsare put in place to facilitate effectiveimplementation of these programmes. Someof these systems include the Audit Committeethat oversees internal audit matters, and theRisk Management Unit, which consistentlyreviews the adequacy of strategies and policies forrisk management. These internal control systemsenable the Society to achieve its corporateobjectives within a managed environmentof research, analysis and prudent decisionmaking in the best interest of members and incompliance with all regulatory requirements.Board CommitteesIn addition to the Audit Committee, the Boardhas three committees through which it ensuresthat good governance is achieved. Theseinclude the Proxy Committee, which authorisesthe Chairman of the Board to carry, if necessary,the votes of members in absentia, at theAnnual General Meeting; the CompensationCommittee, responsible for reviewing and settingthe compensation levels for senior officers ofthe Society as well as an Investment Committeewhich handles investment and finance-relatedmatters. The names of the members of thesecommittees are listed in this annual report onpage 59.Good corporate governance is fundamental tothe Society’s culture and business practices. TheBoard of Directors remains committed to theseprinciples, as it seeks to protect its members andmaintain the integrity of the Jamaica NationalBuilding Society and entities in the JN Group.The JNBS Board of Directors met 11 timesduring the last financial year. The Boards of thesubsidiary companies met as scheduled.21