Governance and Code Of Ethics

Mission Statement

Sagicor Investments Cayman Limited (the “Company”) is committed to the development of our staff, and the wider community that we serve, providing high quality financial solutions and outstanding service to our customers, while earning superior returns for our shareholders.

Size of the Board

The optimal size for the Board is a prudent balance between two opposing needs: a business need for strong geographical, professional and industry sector representation, and a need to be small enough to facilitate open and effective dialogue and decision making. To balance these opposing needs, the Company has set out in its articles that the number of Directors shall not be less than 1 and not more than 10. Currently, 4 Directors have been appointed to the Board.

Board Competencies

The collective Board must have a core set of skills. These comprise the following critical and minimum functional expertise:

1. Business management experience at the leadership level, preferably in the financial services sector.
2. Financial accounting expertise sufficient to competently chair the Audit Committee.
3. Corporate finance expertise relating to investment banking, mergers and acquisitions, etc.
4. International perspective in related business sectors.
5. Informational technology expertise relating to enterprise systems architecture.
6. Expertise in strategic marketing at a leadership level.
7. Expertise in corporate law.
8. Expertise in human resource management.

Other Board competencies may be added from time to time based on the strategic circumstances in which the Company finds itself at any given time. It should be noted as well, that a director may have more than one competency.

Director Core Competencies

The people who sit around the Board table must be able to leverage their experience to contribute in meaningful ways, to understand the issues, ask the right questions, demand the right information and make the best possible decisions. With this in mind, the Company expects that all its directors will possess certain core competencies or inherent operating styles of which the following comprises minimum standards:

1. High personal standards consistent with the Sagicor Group’s Code of Business Conduct and Ethics
2. Commitment to business leadership
3. Courage to express and to defend a position
4. Decisive and willing to be held accountable
5. Effective intervention and decision-making style
6. Contributes to team synergy
7. Mature and thoughtful perspective on business

Independence

Directors, new and existing, must meet Sagicor’s independence criteria as set out in the Group’s Director Independence Policy.

Role of the Board

1. The role of the Company’s Board of Directors as representatives of its owners, the shareholders, is to provide leadership, guidance, and oversight for the management of the Company to achieve this fundamental purpose to grow shareholder wealth.
2. The Board performs its role essentially through decision-making and oversight. The decision-making function is exercised through formulating with management and approving corporate policy and strategic goals, and taking action, mostly in fulfillment of its statutory mandate, but otherwise in relation to its reserved powers.
3. The oversight function concerns the review of management decisions, ongoing monitoring of corporate business performance, plans and strategies, risk assessment, management compliance with legal requirements and corporate policies, and the quality of financial and other reports to shareholders.
4. In carrying out its role, the Board is guided by its statutory limitations, industry responsibilities, regulatory requirements, and best practices for complying with these.
5. The Board has established formal delegation of authorities, defining the limits of management’s power and authority, and delegating to management certain powers to manage the Company’s business. The delegation of authority conforms to statutory limitations specifying the responsibilities of the Board that cannot be delegated. Any responsibilities not so delegated remain with the Board of Directors (Reserved Powers).

Board Functions

Overall Board Responsibilities

The Board makes decisions and reviews and approves key policies and decisions of the Company in particular in relation to:

• Strategic Planning
• Enterprise Risk Management
• Succession Planning and Performance Evaluation
• Oversight of Communications and Public Disclosure
• Internal Controls
• Corporate Governance
• Business development including major investments and disposals;

Specific Roles and Responsibilities

1. The Board Chairman is accountable for ensuring directors receive initial and ongoing education to enable them to fulfill their fiduciary and oversight responsibilities.
2. The President and CEO¹ is responsible for ensuring that management is sufficiently responsive to directors’ knowledge requirements with respect to Company operations.
3. Directors have a responsibility to understand their governance duties and obligations, to identify their education requirements and to request information and knowledge resources.
4. The Corporate Secretary is responsible for ensuring the adequacy and currency of governance policies, procedures and guidance, keeping directors apprised of new governance developments save where such functions have been outsourced to Sagicor Group Jamaica Limited.

Election, terms, re-election and retirement

Election, terms, re-election and retirement of each Board member is conducted in accordance with the Articles of Association of the Company, Articles 73 to 103.

Board Composition Structure

The Board delegates its powers to four mandatory Committees, although other committees may be established as required:

1. Audit Committee – This Committee has oversight of the Company’s operations and is responsible for ensuring: 
   1. The adequacy of the effectiveness of the Company’s systems of operational risk management and control, the Business Risk Assurance function and external auditors. 
   2. The quality and integrity of the Company’s accounting and reporting practices and controls and the completeness and accuracy of its financial statements and disclosures. 
   3. The Company’s compliance with legal and regulatory requirements. 
   4. The qualifications and independence of the external auditor and the appropriateness of his methodology and accounting approach; and, 
   5. The quality of internal controls as reported by the internal audit function and independent auditors.
2. Investment & Risk Management Committee – The purpose of this Committee is to foster a strong risk management culture within the Company and to direct and oversee the management of risk. The Committee annually reviews the Company’s significant risks within an enterprise risk management framework and assures itself that management has in place policies and processes to manage these risks, including statutory, legal and regulatory risks. The Company’s appetite for risk is managed through the use of tolerances, limits and standards aligned to policy, which the Committee monitors on a regular basis. In particular, the Committee concerns itself with enterprise financial stability, which it routinely monitors. The Committee is also responsible for approving financial transactions outside of management’s delegated authorities.
3. Corporate Governance and Ethics Committee – This Committee is responsible for establishing the framework of corporate governance principles, policies, and procedures for the Group and for overseeing practice consistent with requirements. It develops standards of performance for the board, directors and senior officers and routinely evaluates performance against these standards, including compliance with the Group’s Code of Business Conduct and Ethics. The Committee is also responsible for developing policy and procedures and for overseeing:
   1. the director nomination and re-appointment;
   2. director compensation;
   3. shareholder relations, including evaluation of their proposals;
   4. committee structure, operation and performance; and,
   5. communication processes between management and the board.
4. Human Resource Committee – This Committee sits at the Group level and oversees:
   1. Senior management succession planning;
   2. Identification and development of high potential people in the Company;
   3. Senior management performance plans and evaluation.
   4. Setting executive compensation;
   5. Aggregate performance and motivation of the Company’s employees; and,
   6. Operation of the Company's pension plans.
5. Asset Liability Committee (ALCO) – The role of this Committee has been outsourced to Sagicor Investments Jamaica. The main purpose of the Committee is to determine:
   1. Pro-actively manage the company’s balance sheet,
   2. Formulate general financial and pricing strategies,
   3. Oversee the development of new products; and
   4. Monitor adherence to internal risk policies and regulatory guidelines.

Director Remuneration

The Director’s compensation is reviewed annually or at such other frequency as the Board may determine to ensure application of a compensation strategy that properly aligns the interests of directors with the long-term interests of the Company. A review by the Board of the remuneration policies for Directors will take place during a regular Board meeting annually.

Conflicts of Interest/Disclosure

Directors will not put themselves in a position where their interests conflict or may be perceived to conflict with those of the Company. The decision to undertake external activities is a matter for Directors to decide, bearing in mind their personal responsibilities and commitment, including those to the Company’s board.

The Chairman of the Corporate Governance and Ethics Committee is available to all members of the Board to discuss possible, actual or perceived conflicts. Directors must take care with respect to any external activities to avoid difficulties in this regard. If Directors have any doubts about conflicts, they should consult the Chairman or President before doing anything that might compromise the Company.

Code of Conduct

The Board expects all Directors, as well as officers and employees, to act ethically at all times and to adhere to all the Company's codes and policies as well as Sagicor Group's Codes and Policies. The Board will not permit any waiver of any of these policies for any Director or Executive officer. If an actual or potential conflict of interest arises for a Director, the Director shall promptly inform the Chairman. If a conflict exists and cannot be resolved, the Director should resign.

Director Orientation and Education

The Board and Management will conduct a comprehensive orientation process for new Directors to become familiar with the Company's vision, strategic direction, core values, financial matters, corporate governance practices and other key policies and practices through a review of background material, meetings with senior management and visits to the Company's facilities.

The Board also recognizes the importance of education for its Directors. It is the responsibility of the Board to advise the Independent Directors about their education, including corporate governance issues. Directors are encouraged to participate in continuing Director educational training programs.

Meeting

1. Frequency of Meeting
   During each financial year, there will be a minimum of three (3) regular Board meetings. Special Board meetings may occur at such other times as any member of the Board may request.
2. Distribution of Board Material
   All Board materials should be distributed at least three (3) days in advance of a Board meeting.
3. Selection of Agenda Items for Board Meetings
   The Chairman and Company Secretary will establish the agenda for each Board meeting. Each Board member may suggest the inclusion of item(s) on the Agenda. Information important to the Board's understanding of the business will be distributed electronically and or in writing to the Board before the Board meetings. As a general rule, presentations on specific subjects should be sent to the Board members in advance to save time at Board meetings and focus discussion on the Board's questions. On those occasions in which the subject matter is extremely sensitive, the presentation will be discussed at the meeting.
4. Additional attendees to the meeting
   Furthermore, the Board encourages the Management to, where it assist the ability of the Board members to execute their responsibilities, bring managers into Board meetings who: (a) can provide additional insight into the items being discussed because of personal involvement in these areas, and/or (b) are managers with future potential that the senior management believes should be given exposure to the Board.
5. Board Relationships
   Board relationships will include:
   1. Interaction with the President & CEO
   2. Contact with Investors, Media, Suppliers and Customers
   3. Access to management and employees

Shareholder/Investor Relations

The Board of Directors recognizes that as ultimate owners of the Company, shareholders have a need to know and the Board should therefore keep them well informed about Company affairs. Institutional investors have a continuing need to understand present and future performance of the Company.

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¹ The title of the Chief Executive Officer which may change from time to time