7.1 Main Principle:

The Board should be supplied in a timely manner with information in a form and of a quality appropriate to enable it to discharge its duties. New directors should receive a comprehensive induction to the Company’s affairs on joining the Board and all directors should continually update and refresh their skills and knowledge.

                  7.2       Policy Provisions:

7.2.1 The chairman is responsible for ensuring that the directors receive accurate, timely and clear information. Management has an obligation to provide such information, but directors should seek clarification or amplification where necessary.

7.2.2 There should be a procedure agreed by the Board for individual directors in the furtherance of their duties, to take independent professional advice if necessary, at the Company’s expense.

7.2.3 All directors should have access to the impartial advice and services of the Company secretary who is responsible to the Board for ensuring that Board procedures are followed, and that applicable rules and regulations are complied with. Under the direction of the chairman the Company secretary’s responsibilities include facilitating induction and professional development, ensuring good information flows within the Board, its committees and between non-executive directors and senior management.

 7.2.4 Both the appointment and the removal of the Company secretary should be a matter for the Board as a whole.

7.2.5 The chairman should ensure that new directors receive a full, formal and tailored induction on joining the Board. This may include, amongst other things, meeting with the Company’s senior executives and major investors.

7.2.6 The chairman should ensure that the directors continually update the skills and knowledge required to fulfil their role both on the Board and on committees of the Board. The Company should provide the necessary resources for developing and updating its directors’ knowledge and capabilities.

8.1 Main Principle:

The Board should undertake a formal and rigorous annual evaluation of its own performance and that of its committees and individual directors.

                  8.2       Policy Provisions:

8.2.1 Performance evaluation of the Board, its committees and its individual directors should be undertaken at least every two years. The Board should develop the criteria of evaluation. The chairman should ensure that the Board acts on the results of the performance evaluation by recognising its strengths and addressing the weaknesses identified and where appropriate, appointing new members to the Board or seeking the resignation of directors.

8.2.2 The Board should state in the Annual Report whether such performance evaluation is taking place and how it is conducted.

8.2.3 The Board external evaluation exercise should be externally facilitated at least every four years. The external facilitator should be identified in the Annual Report and a statement made as to the independence of the facilitator.

9.1 Main Principle:

All directors should be subject to re-election at regular intervals, subject to continued satisfactory performance.

                  9.2       Policy Provisions:

9.2.1 All directors should be subject to election by shareholders at the first opportunity after their appointment, and to re-election thereafter at intervals in keeping with the provisions of the Company’s articles. The names of directors submitted for election or re-election should be accompanied by sufficient biographical details to enable shareholders to take an informed decision on their election.

9.2.2 Before proposing re-election, the chairman should confirm as a result of performance evaluation that the Board is satisfied that the non- executive director continues to be eligible, contribute effectively and demonstrate commitment to the role.

10.1 Main Principles:

The Board shall establish Committee responsibilities for Audit, for Risk Management and for Finance 

The Board should establish formal, rigorous and transparent arrangements for selecting independent auditors and ensure that the independent auditors make a thorough check of the Company’s financial accounts, application of financial reporting standards and efficiency of internal control mechanisms. The Board must maintain an appropriate relationship with the Company’s auditors. 

The Board should establish procedures to manage risk, oversee the internal control framework, and determine the nature and extent of the principal risks the Company is willing to take in order to achieve its long-term strategic objectives.

               10.2     Policy Provisions

                      10.2.1 The Board shall establish Committee responsibilities for Audit, for 

  Risk Management and for Finance of at least three directors, all nonexecutives. The members of the Committee(s), a majority of whom should be independent non- executive directors, should be named in the Company Annual Report.

 10.2.2The main role and responsibilities of the committee responsible for  audit matters should be set out in a written terms of reference and should include:

(i)       to review the Company’s internal financial and other control systems and risk management systems,

(ii)      to monitor and review the effectiveness of the Company’s internal audit function,

(iii)    to ensure compliance with applicable governing statutes and regulations issued by any relevant supervisory authority,

(iv)    to make recommendations to the Board in relation to the appointment of the external auditor and to approve the remuneration and terms of engagement of the external auditor,

(v)     to develop and implement policy on the engagement of the external auditor to supply non-audit services,

(vi)    to review and monitor the external auditor’s independence, objectivity and effectiveness of the audit process, taking into consideration relevant professional and regulatory requirements,

(vii)  to report to the Board, identifying any matters in respect of which it considers that action or improvement is needed and making recommendations as to the steps to be taken.

10.2.3 Where it is required for any regulated and/or public companies in the  Group those companies should have an audit committee. Any Company in the Group which does not have an audit committee should from time to time review the need for one.

10.2.4 The main role and responsibilities of the committee responsible for  Finance matters should be set out in written terms of reference and should include:

                                   10.2.4.1 to monitor the integrity of the financial statements of the 

                                                     Company, and any formal announcements relating to the 

Company’s financial performance, reviewing significant financial reporting judgments contained in them,

10.2.5 The Board should carry out a robust assessment of the Company’s emerging and principal risks.  The Board should confirm in the Annual

Report that it has completed this assessment, including a description of its principal risks, what procedures are in place to identify emerging risks, and an explanation of how these are being managed or mitigated.

10.2.6 The Board should monitor the Company’s risk management and  internal control systems and, at least annually, carry out a review of the system’s effectiveness and report on that review in the Annual Report. The monitoring and review should cover all material controls, including financial, operational and compliance controls.

11.1 Main Principle:

The Board should ensure that the Company provides its shareholders and investors with information that presents a balanced and understandable assessment of the Company’s financial and business position and prospects.

11.2 Policy provisions:

11.2.1 The Board should ensure that the Annual Report includes a clear  description of the Company’s business prospects, financial accounts and a statement by the auditors on the Company as a going concern and the integrity of the financial accounts.

11.2.2 The Board’s responsibility to present a balanced and understandable assessment of the Company’s affairs extends to interim and other price-sensitive public reports and reports to regulators as well as to information required to be presented by statutory requirements.

11.2.3 The directors should report whether the business is a going concern,          with supporting assumptions or qualifications as necessary.

12.1 Main principle:

Levels of remuneration of a Company’s executives and Board members should be sufficient to attract and retain and motivate persons of the quality required to run the Company successfully. A significant proportion of executive directors’ remuneration should be structured so as to link rewards to corporate and individual performance. Remuneration policies and practices should support the Company strategy and promote the long-term sustainable success of the Company. Executive remuneration should be aligned with the Company’s purpose and values and clearly linked to the successful delivery of the Company’s long-term strategy 

           12.2  Policy Provisions: 

To avoid potential conflicts of interest, the Compensation   Committee should comprise of independent non- executive directors who are independent of management and free from any business or other relationship which could materially interfere with the exercise of their independent judgment.

12.2.1 The Compensation Committee should consider what compensation commitments (including pension contributions) the executive directors’ contracts of service, if any, would entail in the event of early termination. Where the initial contract does not explicitly provide for compensation commitments, the Compensation

Committee should, within legal constraints, tailor their approach in individual early termination cases to the wide variety of circumstances.

12.2.2 The Compensation Committee should make recommendations to the Board, within agreed terms of reference, on the Company’s framework for executive remuneration and its cost; and to determine on their behalf specific remuneration packages for each of the executive directors, including pension rights and any compensation payment.

12.2.3 The Compensation Committee will review and approve proposals made by the chief executive with regard to the total compensation of senior executives of the Company The remuneration of directors shall from time to time be determined by the Company in general meeting, unless delegated to the Board.

12.2.4 Where the responsibility for determining the remuneration of directors  has been delegated to the Board, the Board or the Compensation Committee, or such other appropriate committee may, on a recommendation made by the chief executive and supported by the chief financial officer, determine the remuneration of the directors of the Company.

 12.2.5 The Board should report to the shareholders each year on the        remuneration of non-executive directors.

13.1 Main principle:

There should be regular communication between the Company and its shareholders based on the mutual understanding of objectives. Whilst recognizing that most shareholders’ contact is with the executive directors, the chairman and the Board as a whole should maintain sufficient contact with shareholders to understand their issues and concerns.

            13.2 Policy Provisions:

                        13.2.1 The Annual Report should set out the Company’s policy on executive directors’ remuneration.

            13.2.2 The chairman, chief executive and senior independent director, where applicable, should be identified in the Annual Report.

            13.2.3 The Annual Report should indicate whether the business is a going concern, with supporting assumptions or qualifications as necessary.

                        13.2.4  The Board’s responsibility to present a balanced understandable  assessment of the Company extends to interim and other price- sensitive public reports and reports to regulators as well as to information required to be presented by statutory requirements.

14.1  Main principle:

The Board should use the Annual General Meeting (AGM) as an opportunity to inform shareholders and investors on the Company’s affairs and encourage their participation. The Board should ensure that shareholders are provided with sufficient information for the AGM to make well-informed decisions on issues put for voting at the AGM.

         14.2 Code Provisions:

                     14.2.1   The Company should propose a separate resolution at the AGM on  each substantially separate issue and should in particular propose a resolution at the AGM relating to the report and accounts.

 14.2.2 The Company should arrange for the Notice of the AGM and related  papers, including the Company’s Annual Report to be sent to shareholders at least twenty-one (21) working days before the meeting or such other time as may be provided for in the Articles of the Company, or other applicable and legal provision.

15.1 Main Principle:

The Board should ensure that the Company acts ethically and responsibly with honesty, integrity and in a manner consistent with the legitimate interests and expectations of stakeholders, the environment and the broader community. The Board should ensure that the Company is and is seen to be, a good corporate citizen.

15.2 Policy Provisions

                    15.2.1 The Board should:

-consider not only financial performance but also the impact of the Company’s operations on society and the environment;

-consider the protection, enhancement and investment in the wellbeing of the economy, society and the environment;

-ensure that collaborative efforts with stakeholders are embarked upon to promote ethical and sustainable conduct, and good corporate citizenship;

15.2.2 The Board should ensure that management has implemented appropriately stringent policies and procedures to mitigate the risk of breach of ethics, which includes bribery and corruption or other malfeasance. Such policies and procedures should be communicated to shareholders and other interested parties.

15.2.3 The Board should ensure that the Company has in place an  independent, confidential mechanism whereby an employee, supplier or other stakeholder can (without fear of retribution) raise issues of particular concern with regard to potential or suspected breaches of the Company’s ethics or any applicable law.

           15.2.4 The Board should develop clear rules regarding any trading by directors  and employees in the Company’s own securities. Individuals should not benefit directly or indirectly from knowledge which is not generally available to the public.

                           15.2.5 The Board should foster a corporate culture which ensures that   employees understand their responsibility for appropriate behaviour. There should be                                                  appropriate Board level and staff training in all aspects relating to corporate culture and ethics. Policies and procedures should be in place to enable staff to                                          understand relevant Company policies of conduct and apply them effectively to avoid Company involvement in inappropriate behaviour.

16.1 The Board should ensure that its policies establish a Group governance framework that articulates and gives effect to its direction on relationships and the exercise of authority across the Group. Notwithstanding the corporate governance framework, each subsidiary within the Group is a separate and independent legal entity to whom its directors owe fiduciary duties, and this must be considered by the subsidiary when adopting and implementing policies, structures and procedures of the Board pursuant to the Group’s governance framework.

17.1The Jamaican Teas Corporate Governance Policy shall be submitted to the Stock Exchanges on which the Company is listed, and the exchanges shall be advised of any changes to the Policy.

17.2 The Policy is to be reviewed at least every two (2) years and the outcome of the     review communicated to the Stock Exchanges.

The Policy is to be made available to the public through the Company’s website and the Company’s Annual Report shall indicate that the Policy is available on the Company’s website.