Corporate Governance Code

Introduction

The Organization for Economic Co-operation and Development (OECD) defines corporate governance as involving “Procedures and processes according to which an organization is directed and controlled. The corporate governance structure specifies the distribution of rights and responsibilities among the different participants in the organization – such as the board, managers, shareholders and other stakeholders – and lays down the rules and procedures for decision making.”[1]

The Board of Directors of Key Insurance Company Limited must provide robust, prudent and efficient leadership in the management of the Company’s operations. The daily operations

Company have been delegated to Management Team which comprises of the Company’s Senior Managers led by the Company’s Managing Director. Nevertheless, the Board of Directors remain personally and collectively responsible for the affairs of the Company. It remains incumbent on the existing Board Members and the Nomination Committee to recruit prospective Board members and Board Committee members who have the requisite diverse skill sets; experience; dedication; time; personalities and moral compass to create value for the Company and all its many and varied stakeholder groups.

The Board is responsible for:-

  1. Erecting the foundation to anchor the Company’s strategic goals;
  2. Establishing the Company’s business culture;
  3. Determining the Company’s risk elasticity; policies and procedures;
  4. Maintaining oversight over the Company’s internal controls; code of conduct governing directors and employees, legal compliance with statute law and codes established by the Financial Services Commission and the Jamaica Stock Exchange;
  5. Monitoring the performance of Senior Executives and ratifying resolutions for the appointment and removal of Senior Executives;
  6. ReviewingAssessing/Ratifying all decisions concerning any substantial capital undertaking, acquisition, investment or divestments and ultimately ushering the Company in becoming a leading general insurance provider and a formidable competitor in the marketplace;

This Code must be read conjunction with the Key Insurance Company Limited’s Terms of Reference for Board Directors & Board Committees.

 

Composition and Structure of the Board

The decisions governing the composition and size of the Board must be aligned with Jamaican legislative and regulatory requirements, the Company’s Articles of Association and Board endorsed Policies/By-Laws in addition to giving consideration to the unique requirements of the Company.

All Board Members are guided by the Company’s Terms of Reference for Board Directors and Board Committees.

The Board of Directors will be chaired by a Chairman whose personhood must be separate and distinct from the Company’s Chief Executive Officer (Managing Director) to create a balance of power in managing the affairs of the Board and the general operations of the core business. In cases where the Chairman is not an independent non-executive -:

The Board is obliged to appoint one of the Independent Non-Executive Directors to become the “Senior Independent Director”. This individual will function as an additional consultant/“sounding board” for the Chairman and an intermediary between the Chairman and other Non-Executive Directors (when required).

The Chairman is expected to convene private meetings with the independent Directors.

The Senior Independent Director is expected to convene and chair an annual private meeting with the other Non-Executives to specifically evaluate the performance of the Board Chairman. Other meetings can be convened at their convenience and as required. The Board of Directors must be composed of Executive as well as a minimum of Two (2) Non-Executive Directors. Collectively, the Directors must have all have a working knowledge of the inner workings of a financial company and be intimately acquainted with the material activities and undertakings of the Company’s core business.

The Board must always be cognizant of the views and opinion of the majority shareholders. The Board Chairman and the Independent Auditors must also play a critical role in listening to and communicating the views of the majority shareholders to the wider Board.

The Non-Executive Board Members

The number of Non-Executive Board Members must be sufficient in number and or impact to disarm or reduce the chances of decisions being made on the basis of emotion or self-interest. Consideration is given to the fact that Executive Directors may experience challenges in dispassionately removing themselves and their executive position from the germane and debatable conversations in the Board Room.

The presence of the Non-Executive Directors will seek to bring equilibrium to the balance of power; elicit general accountability from all concerned and mitigate the prospects of undue influence from management or inappropriate outside interests.

The Non-Executive Directors are to be persons who are non-employees, independent and disconnected from the management of the business and the external bastions of proper corporate governance.

The independent status of each independent Director must be assessed annually. It is imperative that if there any changes in the Director’s life that could conceivably alter the perception of their actual autonomy in the minds of stakeholders – that these material details must be disclosed in writing without delay to the Board.

In the event a prospective Independent Director or an Independent Director who is being considered for re-election:-

Was employed to the company within the last three years;

Possesses or possessed within the last three years, a material business relationship with the company whether directly, or indirectly as a partner, shareholder, director or senior employee of an entity that maintained that type relationship with the company;

Is the recipient of any revenue from the Company excluding Director’s fees;

Maintains close familial or kinship connections with any of the company’s advisers, directors or senior employees;

Represents one of the top ten (10) shareholders; or

Has provided service to the Board for a period exceeding nine years from the date of their first appointment as a Director

The Board would have to qualify why notwithstanding the foregoing why the nominee should be considered as an independent person.

They must assert themselves in contributing to establishment and achievement of the organization’ s strategy; holding senior managers accountable for their actions and omissions; monitoring the performance and remuneration of senior executives and ensuring that internal risk management controls are satisfactory to meet the projected and unexpected risks.

The Corporate Secretary

The Board will appoint a Corporate Secretary. The holder of this position is charged with giving advice to the Board through the Board Chairman on matters concerning governance and general compliance with legislative and codified regulations. They are responsible for the final preparation of the Board Minutes; to ensure that adequate information is disseminated between Board Members; Board Committees and where necessary to the Senor Managers to be involved in crafting public announcements and to assist in ensuring that the Company complies with its reporting requirements.

This individual sits on the Company’s Nomination Committee and is charged with assisting the Board Chairman with the onboarding process of new appointees to the main Board and Board Committees.

The Board is at liberty to remove the Corporate Secretary at any point in time.

 Board Committees (Statutory Committees)

The Board is required to give oversight to all Board Committees.

One of the clear benefits to be accrued from having Board sub-committees is that they are able to give in-depth analysis to specific matters that cannot be sufficiently ventilated during the regularly scheduled Board meetings.

All Board Committees are ultimately accountable to the Board of Directors. They are required to address all concerns and provide clarifications when required by the Board of Directors; execute all directives issued by the main Board and be prepared to make representations upon request.

Board Committees are not to report directly to the Chairman or Managing Director or assist them with their work. Board Committees are designed to assist the Board with its mandate.

In selecting the board committee members due care should be taken to ensure that there are no material conflict of interest issues on account of directors (particularly executive directors) who may serve on a number of committees.

The Insurance Regulations mandates the formulation of three committees namely:

  1. The Audit Committee
  2. Loans and Investments Committee
  3. Conduct Review Committee

 Audit Committee

Regulation 73 mandates that the Board of Directors of an insurance company should create an

Audit Committee at the first board meeting following the company’s Annual General Meeting. The Committee must be composed of a minimum of three members. The majority of the committee members must neither be company officers nor employees. The Audit Committee should be chaired by an experienced independent Director or disconnected external member with extensive financial and accounting knowledge

The central role of the Audit Committee embodies assisting the board in fulfilling its “watch-dog” responsibilities with respect to managing the company’s internal controls, the company’s financial regulatory requirements; understanding the audit functions and making recommendations to improve the Company’s fiscal position.

The Audit Committee is also charged with playing a critical role in the appointment, compensation, supervision and removal of the independent external and internal auditors (internal and external) who should report directly to the Audit Committee. The Audit Committee will present their recommendations to the Board for approval.

The Audit Committee must ensure that the internal and external auditors remain truly independent.

Once the External Auditors have presented the Management Letter the onus lies on the Audit Committee to review the contents of same and spearhead the resolution of any issues therein raised in a timely manner.

They must be guided by the provisions of the Section 204 Jamaica Companies Act and are expected to create their own formal policy/charter for review and approval by the Board of the Directors.

The general duties and responsibilities of the Audit Committee must include:

  1. Monitoring the adequacy and effectiveness of the Company’s systems of risk management and control, the Business Risk Assurance function and external auditors;
  2. Reviewing the Company’s audited annual and unaudited quarterly financial statements (before submission to the relevant regulators) and related policies and assumptions and any accompanying reports or related policies and statements that must be filed with the Financial Services Commission and Jamaica Stock Exchange and that are required under the Insurance Act and the Companies Act. In achieving this they will raise relevant questions with the Financial Controller and other Senior Managers as required;
  3. Making a judgment on the integrity and accuracy of the financial statements and any public announcements concerning the Company’s fiscal performance;
  4. Reviewing the efficacy and suitability of the Company’s internal financial controls and making recommendations where necessary;
  5. In cases where Companies Act indicates that financial statements or returns must be approved by the Board Directors – that approval cannot be given until the committee has reviewed and reported on the statement or return; and that report has been received by the directors[1]
  6. Monitoring and reviewing the effectiveness of the Company’s internal audit function;
  7. Developing and implementing policy on the engagement of the external auditor to supply Non-audit services;
  8. Monitoring and reviewing the external auditor’s independence, objectivity and effectiveness and by extension making recommendations to the Board on matters relating to the appointment, reappointment, removal and remuneration of External Auditors for submission at General Meetings.****The Company understands that a requirement of listed companies on the Junior Stock Exchange is that the contract to perform external audit functions must be tendered at least every five years.
  9. Reviewing the annual reports from the Company’s Internal Auditors.

In reviewing the Internal Auditor the they will adopt the Quality Assurance and

Improvement Program (QAIP) which enables an evaluation of the internal audit activity’s conformance with the Definition of Internal Auditing and the INTERNATIONAL

STANDARDS FOR THE PROFESSIONAL PRACTICE OF INTERNAL

AUDITING (STANDARDS) and an evaluation of whether internal auditors apply the Code of Ethics. The program will also assess the efficiency and effectiveness of the internal audit activity and identifies opportunities for improvement.

The internal audit activities will maintain a QAIP that contains both an internal and an external assessment component. Internal assessments are ongoing, internal evaluations of the internal audit activity, coupled with periodic self-assessments and/or reviews. The Audit Committee will first conduct an internal quality assessment which will allow it to create a benchmark of the internal audit activities that can be used to establish formal metrics. Assessments overtime within the given metrics will indicate improvement in areas of partial conformance or non-conformance with the STANDARDS and successful practices.

An external assessment on the internal audit will be conducted at least every five years by an independent reviewer or review team to maintain conformance with the Standards.

x. Reviewing the quarterly reports from the Company’s Compliance Officer

Reviewing the Company’s Business Continuity Plan, Loans and Investment Plan and

Compliance Audit Plan and ensure that they are constantly being reviewed and updated.

The Audit Committee will be required to meet at least once (1) monthly and at such other times as any member of the Committee or the external auditors or the Board may require.

*** In the event that the Board disagrees with the recommendations of the Audit Committee, this must be documented and reflected in the Company’s Annual Report.

[1] http://www.fscjamaica.org/regulatedindustries/content1229.html (Accessed 21 May 2015)

Loans & Investment Committee 

Regulation 75 mandates that the Board of Directors of an insurance company should create an Investment and Loan Committee at the first board meeting following the company’s Annual General Meeting. The composition of the Committee should include at least one officer of the company. However, the majority of committee members must neither be company officers nor employees.

Regulation 104 charges the Investment and Loan Committee with the responsibility of crafting and recommending a formal Investment and Lending Policy for the Company for Board approval. The documents must be reviewed annually and lodged with the Financial Services Commission. This policy must:

  1. Comprehensively deal with the management and diversification of the investment portfolio;
  2. Contain everything necessary to ensure it is consistent with prudent standards;
  3. Specify the powers and duties of any committee or officers to which the power to make investments is delegated and the scope of the delegation;
  4. Specify the upper limit on the amount of funds the company will invest in various types of investments and with various counter parties; and
  5. Specify an upper limit on loan to value ratios on mortgage loans[1]

Conduct Review Committee

The Insurance Regulation 74 mandates insurers to establish the Conduct Review Committee. This committee must have at least three directors at their core. The Financial Services Commission has recommended that independent persons should be invited to sit on this committee. The Committee is designed to protect the interests of the policyholders/shareholders. The Financial Services Commission recommends that the Committee:

  1. Demonstrate an awareness of the persons and entities that are related parties to the insurance company. In addition it is the duty of the Committee to ensure that the directors and senior management are also aware;
  2. Monitor the company’s fiduciary functions to ensure that there are no self-dealings;
  3. Annually prepare a written report to the directors of the company on securities that were issued during the year by the company or by a related party of it and also in respect of securities held in trust or estate by the company as a fiduciary during the immediately preceding financial year;
  4. Monitor all related party transactions to ensure that transactions are appropriate and in the best interest of policyholders.[2]

The Company will also create Nomination Committee, Compensation and Compliance Committees and reserve the right to appoint Ad Hoc Committees.

[1] http://www.fscjamaica.org/regulatedindustries/content1229.html (Accessed 21 May 2015)

[2] http://www.fscjamaica.org/regulatedindustries/content1229.html (Accessed 21 May, 2015)

Remuneration/Compensation Committee

The Compensation Committee’s primary mandate is to review; comment on and make recommendations concerning

  • employee benefit plans and employee stock programs;
  • compensation of Executive Directors, Company Officers and Senior Management

The Committee is required to be guided by clear and unambiguous principles in terms of remuneration for Directors. They can rely on market intelligence from other similar industries as well as employ the services of independent consultants.

The Committee will meet bi- annually to review and advise the Board regarding current compensation structures. This committee will be chaired by an independent Non-Executive Director and most of the members of the Committee must be non-employees of the Company.

Compliance/Governance Committee

The Governance Committee is charged with conducting an annual review of the corporate governance framework of the Company to ensure that they are compliant with all regulatory guidelines and current best practice standards.

The Governance Committee members must be constituted by Senior Members of the Compliance

Team including the Managing Director, the Deputy Managing Director; the Financial Controller Corporate Secretary and an independent Non-Executive Director. The Governance Committee will chaired by the Board Chairman. In the case of a vacancy in that office, the chair will be selected by the Governance Committee members.

The committee is also responsible for reviewing and proposing amendments to the Company’s Policies and Procedures, and reporting on any new or novel governance developments concerning the Company and operations to the Board.

The Committee must work together to ensure that all public announcement under the JSE’s disclosure requirements are done in a timely fashion; factual; chronicle the material information and in no way present a misleading picture to investors. Additionally, this Committee must ensure that the Jamaica Stock Exchange is given the stipulated notice on planned Board Meetings where the agenda concerns matters of dividends; capitalization and rights issues and given notice on the final decision.

The Committee must ensure that adequate notice is disseminated shareholders on upcoming general meetings; that shareholders are apprised of all the resolutions and are given proxy forms for each resolution.

Nomination Committee

The Committee is responsible for keeping the performance of all Board Members under review, the composition of the Board and succession to it. The majority of the members of this Committee should be independent Non-Executive Directors. This Committee must be composed of a minimum of three (3) Independent (Non-Executive) Directors; the Board Chairman and the Company Secretary.

The Committee must either be chaired by the Board Chairman or one of the Non-Executive Directors. However, the Chairman must never be allowed to chair a meeting concerning the selection of a new Chairman.

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. Proposed candidates must disclose all of their material undertakings so that the Committee can assess if the candidates have the time to make a meaningful contribution to the Company’s Board affairs.

The Committee has the following responsibilities:-

  1. Nominate potential members and evaluate the suitability/skill sets of those candidates for future Board membership;
  2. Propose suitable candidates to the Board for their endorsement prior to approaching the candidate;
  3. Approach the future candidate(s) and contingent upon an affirmative response, introduce the future Board member to the Board;
  4. Ensure that the relevant notification(s) are given to stakeholders in accordance with the relevant Junior Market Rules;
  5. Give new appointees their appointment letters; outline the terms and conditions of the directorship.
  6. Assume responsibility for the on-boarding process for Board Members and Board Committee Members (which involves ensuring that new appointees are apprised of the Company’s financial and operational position; aware of the Company’s business; have been apprised of the roles and responsibilities of Board Directors; Board Committee Members and Senior Managers and have been furnished with the primary policies and procedures under which the Company is governed)

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 to the one employed by the Board itself.

Appointment, Evaluation and Removal of Board Directors

Board Appointments

The board implements a formal robust; thoughtful and transparent procedure for the nomination, selection, evaluation and removal of board members. Members must be selected on the basis of an objective benchmark. In other words, the selections must be made on merit and not because of familiarity, personal connections or any other subjective criterion. In that regard, the Board should clearly demonstrate that due consideration has been given to the competencies and experience of proposed members to contribute to the cohesiveness and strengthening of the board as a whole.

To this end, in the selection of new Board Members, the Nomination Committee members and

Board members must demonstrate that their deliberations were “above board.”

Importantly, the Board ensures that the proposed candidates are fit and proper according to the regulator’s guidelines

Consideration will be given to ascribing term limits; rotation and re-election of Board Members because the Board needs to ensure that it is constantly re-energizing itself.

Restrictions may be placed on the number of other directorships that a Board Director may hold. Board Members are required to declare all directorships they hold prior to joining the Board and in the event they are invited to become Directors in any other Company after their onboarding process on the Company’s Board – this must be declared before they accept the new appointment. This is in view of the fact that Board requires members who have the time to dedicate to attending, preparing for and contributing in a meaningful to the Board and Board Committees.

Board Member Evaluations

The Board must be engaged in an annual self-evaluation on how the Board and the Board Committees have been performing. Additionally, every seven years, a Three Sixty Degree (360) Evaluation must be commissioned by an independent consultancy to gauge the effectiveness, and value added contribution of Board members to the Company’s affairs.

Board Member Removals

Detailed provisions for the removals and resignation are noted in the Terms of Reference for Board Members and Board Committees Manual.

However, the official age of retirement is Eighty (80) years with the option to request an extension.

In order to make accommodations for the seamless conduct of board business as well as business continuity a reasonable minimum notice period of six months must be enforced for Board member resignations excluding exigent circumstances. This will give the Nomination Committee an opportunity to seek replacement Board members or Board Committee members.

No Director is at liberty to be involved in any undertaking, action, or cause, which directly detracts or competes with Key Insurance Company’s purpose or which one which is unethical, illegal or is in anyway misaligned with the Company’s standards of integrity; fair play and proper business conduct.

Such a Director will be removed.

Board members who have absent for two (2) consecutive regularly scheduled Board meetings (wherein adequate notice was given) will receive a written notice from the Company Secretary. In the event of a third consecutive meeting absence, the relevant Board member will be excused automatically from his/her duties and responsibilities on the main Board as well as any other Board Committee (if applicable).

Any vacancy that has been created by any Board member on account of death, resignation, removal, disqualification, disability, or other cause shall be filled for the absent Director’s unexpired term of office by the majority vote of the remaining members of the Board. All changes caused by any vacancy of a Board Member must reported to the Financial Services Commission and the Companies Office.

Board Meetings and Deliberations

Regular monthly Board Meetings will be convened. However, the frequency of meetings may be influenced by a number of factors such as operations; fiscal condition of the Company, as well as the current internal and external environment and its impact on the entity’s affairs.

A quorum must be present to make decisions that require votes. The approved quorum must be periodically reviewed in view of changes to the size and composition of the Board.

Board deliberations are not social events. They must involve in-depth evaluation of the Company’s financial health, the efficacy of the corporate governance structure; risk management controls; compliance; claims management; prudential underwriting and regulatory framework.

Decisions should not be made hastily and without the benefit of adequate documentary support and explanations from the relevant Board Members and Member Committees. The board should also seek to ensure that its decisions are based on timely, comprehensive and accurate reports received from the various board sub-committees and executive management.

Reports should include a review of various aspects of the business and board decisions should also be informed reports from independent partners such as internal and external auditors.

The Board Minutes

The Board Minutes will be prepared by either the Company Secretary or a Recording Secretary. The decision and clearance to record meetings resides with the members of the Board.

The Board Minutes are confidential and may only be shared with Board Members. Once the minutes have been prepared and dispatched they must be saved onto the Minutes External Drive and taken to a secure location. The Minutes must present a clear; accurate summary of the material issues/positions raised. All resolutions must be recorded. A proper record must be maintained of Board Attendees and all confirmed Minutes must be signed by the Chairman of the Board.

Any disputes regarding confirmed minutes will not be amended. Any disputes; amended positions; clarifications will have to be reflected in the minutes for an upcoming meeting.

All board minutes of the meetings including board papers/submissions should be made available for the Financial Services and any other relevant oversight regulatory body to review.

The Audit Committee Charter or terms of reference should set out clearly, in writing, the duties of the Audit Committee and how such duties should be carried out. The Charter or terms of reference should be reviewed at least annually.

 Policy Review for New and Existing Board Members

As a part of the onboarding process all newly appointed directors must be presented with a copy of the Company’s Corporate Governance Code. It is ideal for existing Board members to assist in orienting the new Directors (s) on the established Board culture.

The Company Secretary or his/her designate is charged with furnishing Board Members with copies

(hard or electronic) of all proposed or amended policies at least fourteen days before the Board Meeting that they are scheduled to be tabled as agenda items.

The Board may accept the proposals and or amendments provided that the first reading of any new or amended policy is deliberated during a Board Meeting, at which time a non-binding consensus vote may be taken.

At a subsequent meeting of the Board and following a second reading another vote may be taken on the newly proposed or amended policies (which may take into account any recommended changes arising from the last meeting) The new or amended policies will become operative once a unanimous or a majority vote is attained.

Executive Management

The Board is charged with ensuring the Senior Manager complement possesses the requisite skill sets; knowledge base; core competencies to manage the daily operations of the Company. The size and competencies of the Senior Management core must be extensive enough to cover all the major activities of the Company. Senior Management is expected to reflect the core business culture of the Board

In addition to satisfying the benchmarks established by the Human Resource Department, the members of the Company’s Management must satisfy the “Fit & Proper” requirements of the Financial Services Commission. The Board reserves the right to request any Senior Manager who is no longer construed to be fit and proper be removed.

All changes in the complement of the Senior Management team on account of new appointments; resignations and or removals must be reported without undue delay to the regulators.

In the case of Senior Management resignations – the relevant notice periods must be in strict alignment with the 2014 Jamaica Companies Act & 2008 Employment (Termination and Redundancy Payments) Act.

All Senior Managers are expected to develop Departmental policy manuals to assist their successors and staff in engaging in business continuity in their absence. Additionally, the Managing Director,

Financial Controller, Operations Manager and all other critical senior roles are expected to develop Succession Plans for the review and approval of the Board. In the event these persons are not members of the Board, they may be invited to make a presentation at the Board level.

Senior Manager Responsibilities:-

  1. Execute board directives;
  2. Reporting to the Board;
  3. Promote the Board Culture and Management Vision;
  4. Ensure that their respective Departments are staffed by sufficient employees with the requisite skill sets to meet the Company’s objectives and to act as a catalyst to ensure that the objectives of the internal employees are equally met;
  5. Ensure that staff members have the necessary resources;
  6. Awareness of the activities connected to their department
  7. Forging cross-functional teams for projects that strategically require inter-departmental assistance
  8. Implement all prescribed Anti-Money Laundering and Counter Financing Terrorism measures to mitigate the chances of facilitating or hosting financial crimes;
  9. Be engaged in continuous departmental risk assessments and bring issues to the attention of

Management who will in turn alert the Board and the relevant Board Committees

Employee Conduct

The Company’s Code of Conduct Manual (Personnel Manual) contains provisions that govern the activities of members of staff; senior managers.

Annually employees must be required to warrant that they reviewed all policies and manuals governing their conduct; that they understood the contents and are prepared to accept the consequences of their actions and inactions in relation to same.

Specific sections governing the appropriate procedure for apparent conflicts of interests in accordance with the 2004 Companies Act will also be referenced and in view of the fact that Directors are only bound by the no-conflict principles.

Independent Agents

The Internal and External Auditors and the Risk Management Team play a critical role in the

Company’s corporate governance structure. Their independence from management is critical. The Company’s management must ensure that the independent functionaries are provided with the resources; information on a timely basis to complete their activities.

The Board/Board Committees must frequently dialogue with them to discuss expectations; reports; conclusions and even their terms of reference if necessary. Although the agents are independent there ought not to be a complete separation between what they are doing and the Board’s awareness of same even if there are disagreements.

The Internal Auditor must be at an advanced certification level and must report directly to the board (or the Audit Committee). The Internal Auditor must feel at liberty to have direct dialogue with the Board Chairman; Board Members; Department Heads in the execution of their duties.

The ambit of the Internal Auditor responsibilities include but are not limited to:

  • Reviewing the efficacy of the Company’s risk management procedures and risk assessment methodologies;
  • Assessing the adequacy of capital in relation to investment risk exposures;
  • Evaluating the adequacy and efficacy of the internal control systems;
  • Examining the accuracy of financial records;
  • Assessing the adequacy of the documented polices and procedure; and
  • Assessing the Company’s compliance with regulatory requirements

In congruence with internal standards the internal auditors will be subject to an independent external review at least once every five years.

The external auditors function as another oversight agent to review and evaluate the credibility of the Company’s financial statements in accordance with established procedures.

Risk Management Function

The Company has historically adopted a conservative risk appetite and consequently the safeguards are consistent with the Companies historic tendencies. The Company is conscious of the fact that it is the smallest general insurance company in the market and that it does not have the benefit of a conglomerate support or structure like many other competitors.

Consequently, in view of this disparity the Company has more to lose than other competitors and will always act more cautiously. Undertaken risks are always dictated and motivated by the Company’s capital base.

From a Loans and Investment standpoint, the Company will shy away from corporate bonds such as commercial paper and promissory notes and much of the most quoted securities on account of the perceived volatility associated with these instruments.

From an Underwriting vantage point much attention will always be paid to the Company’s treaty retention proportions in determining the type of risk and class of business that will be undertaken. Much attention will also be paid to the historical performance of different risks and the moral hazard indices of existing and potential clients based on their performance in the marketplace.

From a reinsurance standpoint the Company may cede more of the risk to overseas reinsurers to reduce their level of potential exposure

As it relates to employee recruitment the Company will spend and allocate significant resources to engage in extensive interviewing processes, commissioning background checks and ascribing longer probationary periods for persons joining the Company at a senior level.

Compliance Function

A strong commitment to compliance requires a Board that is motivated by honesty; integrity and an ingrained commitment to abide by established law; regulations; service standards and lessons learnt in the practice of insurance. To this end, the Company must engage in continuous training with its staff members to ensure that the Company does not run afoul of the law.

The Compliance regulations and guidelines are informed by Companies Act; Insurance Act; Insurance Regulations; The Securities Act Proceeds of Crime Act and policies issued by the Financial Services Commission and the Junior Market Rules issued by the Jamaica Stock Exchange.

The Company must be agile to implement and tweak procedures to prevent and or report suspected incidents of money laundering and terrorist financing. Additionally, all transactions must be ranked as either being low, medium or high risk transactions. When confronted with a perceived High Risk Transaction, the proposed business must be reviewed and approved by a Senior Manager or a Board approved member of the Compliance Team. All Underwriters must receive annual training in identifying risky transactions.

All members of staff must trained in the appropriate response when they think they have evidence of suspicious transactions by internal and external customers and must be warned of the consequences of “tipping off.”

The Compliance Department must recognize its reporting obligations to the respective financial regulators and agencies and must ensure that at all times the Company is viewed as an entity that cooperates.

Corporate Social Responsibility

The Company’s Social Responsibility function will encapsulate a focus on youth, education and the environment.

Trade Marks

The Trade Marks of Key Insurance Company have tremendous goodwill attached to them and make the institution distinct in the marketplace. It is a contravention of the Trade Marks Acts to use the Company’s Mark in connection with a product or service to imply that it has been certified by the Company. Any marketing or advertisement of a product or service must have received authorization from the Company.

The Company Logo can only be used in officially sponsored conferences of the Company. Guidelines for the use of this the logo is available from the Marketing Department.

Utilization of the Company’s Letterhead and the Company logo on documents or things that do not exclusively belong to the Company must first received guidelines from the Marketing Department.

 

REFERENCES

  1. PSOJ Corporate Governance Code 2015 (Final Draft) June 2015
  2. [1] European Central Bank, 2004, Annual Report: 2004, ECB, Frankfurt, Glossary, https://stats.oecd.org/glossary/detail.asp?ID=6778, Accessed May 2015
  3. [2] http://www.fscjamaica.org/regulated-industries/content-1229.html (Accessed 21 May 2015)
  4. [3] http://www.fscjamaica.org/regulated-industries/content-1229.html (Accessed 21 May 2015)
  5. [4] http://www.fscjamaica.org/regulated-industries/content-1229.html (Accessed 21 May, 2015)

OTHER REFERENCES

  1. PSOJ Corporate Governance Code 2015 (Final Draft) June 2015