The day-to-day management of The Exchange is vested in the hands of the Chief Executive Officer (“CEO"), who is assisted by the Executive Committee appointed by the Council. The Council has unrestricted access to the staff of The Exchange as necessary for the effective discharge of its obligations.
The Council's primary responsibilities include giving strategic direction to The Exchange, identifying key risk areas and key performance indicators of The Exchange’s business, monitoring The Exchange’s performance and considering significant financial matters and risk and, where applicable, industry standards. Further, the Council ensures that The Exchange discharges its obligations as a recognized and regulated securities exchange.
The Council retains full and effective control over The Exchange, and monitors Management’s implementation of the strategic plans and financial objectives as defined by the Council. The Council also ensures that a comprehensive system of policies and procedures is in place and that appropriate governance structures exist to ensure the smooth, efficient and prudent stewardship of The Exchange.
The Council is governed by a Charter which outlines its principal roles, regulates the parameters within which it operates and ensures the application of the principles of good corporate governance to ensure the highest level of business conduct in all dealings by, in respect of and on behalf of The Exchange.
The Council’s composition is prescribed by Articles of Association of The Exchange. Currently, the Council comprises twelve (12) members.
The Council established seven (7) Committees to facilitate effective discharge of its oversight responsibilities and efficient decision-making. The Council Committees are set forth below:
Audit and Risk Management Committee
Governance & Remuneration Committee
Rules and Adjudication Committee
These Committees are constituted with formal Terms of Reference, which set out each Committee’s roles, duties, and authority as well as the requirements for its composition, meeting procedures, and ancillary matters.
The Council and each of its Committees endeavor to meet as frequently as required by their respective charters. The Council members hold an annual retreat to review matters of strategic importance.
ORIENTATION AND CONTINUING EDUCATION
Newly appointed Council members are onboarded in order to ensure that they can promptly and efficiently discharge their duties. The onboarding process is to build a solid foundation for informed oversight of The Exchange.
Council members are provided with the necessary support and resources during their tenure as Council Members and are trained annually based on identified training needs to ensure effective oversight in a dynamic and changing environment.
CODE OF CONDUCT
The Council maintains a Code of Conduct that all members are required to execute and adhere to.
The Council evaluates its performance and those of its Committees and individual members’ annually. The Council also benchmarks its performance against international best practice.