1. Corporate Governance in the Caribbean Environment “The Caribbean Corporate Governance Forum” Trevor E Blake General Manager – ECSE

2. 2 Corporate Governance Corporate Governance is Important! Strong governance framework facilitates economic development by Strengthening market discipline Improving business transparency Enhancing Disclosure Enhancing effective Regulation Enhancing Corporate Social Responsibility

3. 3 Corporate Governance Strong governance framework a ssists governments and regulators to monitor markets identify risks impose appropriate regulations that encourage growth and fair competition

4. 4 Genesis of CCGF ECSE/ECCB collaborate to launch Caribbean Corporate Governance Forum Recognition that CG i ntegral to development of money & capital markets Calls for transparency and accountability Emergence of international CG standards Investors’ demands for governance

5. 5 CCGF Caribbean Corporate Governance Forum (CCGF) A pan Caribbean forum committed to promote good CG standards in the region Initiated to bring the Caribbean into global CG debate Synthesis of ideas into regional consensus

6. 6 CCGF Objectives Raise CG profile in region Identify relevant development issues Assess current activities in region To form a regional network To establish regional consensus

7. 7 CCGF Activities 1 st regional roundtable held Sept ’03 120 participants from 16 countries Discussion areas included global trends and implications for emerging economies Caribbean corporate governance challenges Institutional investor, regulatory, securities markets & corporate perspectives governance issues for banks, nbfis, public companies, state corporations & SMEs

8. 8 CCGF Activities Creation of Caribbean Technical Working Group on CG (CTWG) A grouping representative of various countries, sectors, industries and professions to promote implementation of initiatives determine priorities for implementation Major achievement - Draft Corporate Governance Principles for Caribbean Countries

9. 9 CCGF Activities 2 nd regional roundtable in March ’05 170 participants from 20 countries Focus on CG reform Review CG Principles Issued a Statement of Principles CTWG to develop full set of Principles Principles to be disseminated across region for comment National consultations

10. 10 Caribbean CG Principles Principles focus on 6 broad areas I. Objective & basis for Caribbean CG framework II. Shareholder rights and key ownership functions III. Equitable treatment of shareholders IV. Role of stakeholders V. Disclosure and transparency VI. Board responsibilities

11. 11 Caribbean CG Principles Meet international standards Focus on publicly held companies Relevant to private, family & state enterprises Encourage stakeholder rights Recognise unique circumstances of region

12. 12 Caribbean CG Principles Suited to region ’ s state of development Support integration movement Non-binding and non-prescriptive Basis for development of national and/or sector specific codes

13. 13 CG Training Initiatives Programmes to raise CG awareness and strengthen pool of directors 2-day introductory Directors’ course & 1-day Chairpersons workshop held in June ’05, to promote best practices ethical, transparent practices formal training production of Personal Action Plans Duties & responsibilities of Chairman

14. 14 Way Forward Principles placed on Agenda of CARICOM Heads of Government meeting PM Anthony of St Lucia, responsible for Justice & Governance National Adoption of the Corporate Governance Principles, in entire region Development of country, sector and industry codes Director Certification Training

15. 15 Contact Details Eastern Caribbean Securities Exchange Ltd P O Box 94 Bird Rock, St Kitts Tel: 869 466 7192 Fax: 869-465-3798 E-mail: info@ecseonline.cominfo@ecseonline.com Website: www.ecseonline.comwww.ecseonline.com CG page: www.ecseonline.com/corporategovernance.asp www.ecseonline.com/corporategovernance.asp

16. 16 Draft CG Principles Principle I – Overall Objective The corporate governance framework within the Caribbean should encourage the development of transparent and efficient markets, have its basis in the rule of law and ethical standards to foster the division of responsibilities among supervisory, regulatory, and enforcement bodies.

17. 17 Draft CG Principles Principle II – Shareholder Rights The CG framework should protect and facilitate the exercise of shareholders rights. Principle III – Equal Treatment of Shareholders The CG framework should ensure the equitable treatment of all shareholders, including minority and foreign shareholders. All shareholders should have the opportunity to obtain effective redress for violation of their rights.

18. 18 Draft CG Principles Principle IV – Rights of other Stakeholders The CG corporate governance framework should recognise the rights of stakeholders established by law or through mutual agreements encourage active co-operation between entities, including family owned businesses and state-owned/controlled enterprises, in creating wealth, jobs, and the sustainability of financially sound enterprises.

19. 19 Draft CG Principles Principle V – Disclosure and Transparency The corporate governance framework should ensure that timely and accurate disclosure is made on all material matters relating to the entity, including its financial situation performance ownership governance

20. 20 Draft CG Principles Principle VI – Board Responsibilities The corporate governance framework should ensure the strategic guidance of the entity the effective monitoring of its management by the Board the Board’s accountability to the entity and to stakeholders.