The Capital Markets Authority (CMA) is committed to the highest level of corporate governance and conducts its affairs in line with the principles of corporate governance.
Appointment and composition of the Board of Directors
The CMA is governed by a unitary Board comprising a Chairman and representatives from the private and public sectors. Six members are ex-officio, by virtue of their public offices while the other six members represent private sector interests. The roles of Chairman and Chief Executive Officer (CEO)are separate and distinct. With the exception of the CEO, all members of the Board are Non Executive
The Board is appointed by the Minister of Finance, Planning and Economic Development and is accountable to the Minister, for ensuring compliance with the Capital Markets Authority Act (Cap 84).
The Board members have experience and expertise in legal, financial, business and administrative matters. Upon joining the Board, new members receive an induction and industry study tour organized by the Authority. Day to day operations of the Authority are performed by the Management team led by the CEO. The CEO develops and delivers the strategic objectives agreed to with the Board.
The Board meets at least once every three months to carry on the business of the Authority. The key functions of the board include reviewing, guiding and approving corporate strategy, operational plans, risk policy, annual budgets and business plans;setting performance objectives; monitoring corporate performance; and overseeing major capital expenditures.
The Board Secretary (Director Legal and Board Affairs is responsible for proper administration of the Board proceedings, the provision of administrative and secretarial services as well as legal advice to the Board. The Chairman and the Board Secretary ensure that the agenda of the Board is in tandem with CMA’s priorities. The Board Secretary also reviews papers before circulation to Board Members to ensure that the information is accurate and clear. The members of the Board have all the resources required to carry out their roles and responsibilities.
The Board members adhere to the standard of conduct expected of them and prescribed in the Board Manual. Instances of conflict of interest are addressed through disclosure and declaration of the interest as required under the Conflict of Interest Guidelines which apply to both Board and Staff.
The Board receives continuous professional development in areas that are pertinent to capital markets development and regulation to ensure that they are up to speed with the trends, and are able to make well informed decisions.
The members of the Board are entitled to remuneration and allowances out of the general fund of the Authority, as determined by the Minister of Finance,Planning and Economic Development.
The CMA Board exercises its oversight role through a governance structure comprising various committees. All Board Committees are governed by terms of reference developed by the Board and are mandated to make recommendations to the Board on all matters under their consideration. The function and structure of the Committees are described below.
In terms of composition, the Committees comprise Board Members with pertinent expertise in the various areas in order to maximize technical capability at the Committee level, where issues are dealt with in depth. The quorum for each Committee is at least half of the appointed members. Each Committee determines its own procedures.
The Legal & Market Supervision Committee
The purpose of the Legal & Market Supervision Committee is to oversee the development of an appropriate legal and regulatory framework for the capital markets industry. The Committee oversees the implementation and enforcement of compliance matters by the Authority.
The Finance & Planning Committee
The Committee is responsible for guiding the Board on policy matters relating to Finance and Planning. The Authority submits to the Ministry of Finance,Planning and Economic Development, quarterly reports of activities and financial matters. At the end of every financial year, the Authority submits its annual report and audited accounts which are published and made available to the public.
The Human Resource & Administration Committee
This Committee assists the Board in fulfilling its governance responsibilities with respect to human resources. The Committee reviews and recommends to the Board material policies governing the Authority’s human resources and any amendments thereto intended to attract, develop and retain qualified and high performing talent for achievement of the Authority’s strategic objectives.
The Audit & Risk Management Committee
The critical role of internal audit makes it imperative to have an independent Audit Committee. In terms of its functions, the Audit and Risk Management Committee plays a critical role in the corporate governance structure by overseeing internal controls, accountability, reporting structures and risk management.
The Research & Market Development CommitteeThe role of the Research and Market Development Committee is to assist the Board in the formulation of policies that are geared towards research and market development.