tTech is a Jamaican company providing world class IT services. This is accomplished by a combination of fostering an ethical work environment that allows team members to strive for excellence and personal growth; while being empowered to represent the company to provide an insanely good customer experience by consistently exceeding all customer expectation.
On January 7, 2016 tTech became the first Jamaican Information Technology company to be listed on the Junior Market of the Jamaica Stock Exchange. As a public listed company, we are committed to providing value to our shareholders, and are governed by a Board of Directors with extensive knowledge and experience in their respective fields.
The company is grounded in the belief that accountability to its stakeholders is a business imperative. This is achieved through good governance practices that has positively impacted our performance and long-term viability.
These practices have built our transparency and integrity policies that is applied throughout the company. Additionally, good governance lends itself to good ethical principles which has created a culture of respect and compliance.
This Corporate Governance Statement outlines the key elements of the Company’s corporate governance framework.
Structure of the Board and its Committees
The Board of Directors is committed to ensuring the effective governance of the company. As the body responsible for this, the board establishes broad policies and objectives and ensures that sufficient resources are available to enable the company to meet these objectives. The board is chaired by Non-Executive Chairman U. Philip Alexander and comprises three Non-Executive Directors and four Executive Directors. Mr. Richard Downer was also appointed Board Mentor in November 2015. The board meets quarterly to discuss and review the performance of the company to ensure that objectives are being satisfactorily pursued by the management team bearing in mind the economic, social and regulatory environment and the risks that may exist in the markets in which the company operates.
The Board has established an Audit Committee, a Compensation Committee and a Corporate Governance Committee. These committees are made up of the Non-Executive Members of the Board and has the right to co-opt members of the executive management team as is deemed necessary.
The Audit Committee was formed in 2016 and its main function are:
- Provides assurance in the areas of financial reporting and compliance with legal and regulatory requirements
- Internal Controls
- Risk Management
- Internal and External Audits
- Corporate Governance
During the year the committee focused on:
- Balancing the work load between the staff and moving responsibilities around.
- Understanding and getting explanations of the financial results and what it means operationally.
- Getting the financial reports done and checked in a timely manner.
- Getting the external reporting done and filed on time.
- Establish additional monthly financial reports and determine which formats is best suited for the company.
In 2018 the main focus will be on:
- Producing a flash financial report (including revenues, operating income and bank/investment balances) by the end of the third working day after month end. Which means improving processes of producing the revenues and keeping the bank detail up-to-date daily
- Move to shorter cut-off times for monthly, quarterly and annual reporting, best practices for medium/large companies are: 5 working days monthly management reporting, 15 days for external quarterly reporting and 45 days for annual financial report.
- Push our audit firm to have the final draft of the audited financial report 10 working days before the JSE deadline due to the flurry of activities just before the cutoff date which creates a lot of stress and a higher possibility of errors.
- Use the additional technology/applications to streamline the workflows and financial processes.
The Chairman of the Audit Committee is Mr. Thomas Chin and comprises the other Non-Executive Directors.
The Remuneration Committee was formed in 2016 and its main functions are:
- The company's compensation and benefits policies
- Oversee and set compensation for the company's Executive officers, including its Executive Chairman, CEO and non-executive directors.
- Oversee the establishment of appropriate human resource strategies and policies’
During the year the committee focused on structuring the company’s remuneration and incentive policies. In 2018 the main focus will be on overseeing the establishment of appropriate human resource strategy and policies. The Chairman of the Remuneration Committee is Ms. Joan-Marie Powell and comprises the other Non-Executive Directors.
Corporate Governance Committee
The Corporate Governance Committee was formed in 2017 and its main functions are:
Creation and review
Selection and Recruitment
Board Training and
During the year the committee focused on:
>The development of a Whistleblowers Policy.
>The reorganization of the Board for 2018.
In 2018 the main focus will be on Training and Education.
The Chairman of the Corporate Governance Committee is Mr. U. Philip Alexander and comprises the other Non-Executive Directors.
Responsibilities of the Board
The company has attracted a strong and solid Board of Directors who reviews and approves key policies and make decisions in particular relation to: Corporate Governance, Internal Controls, Fiduciary Oversight, Compliance with laws and regulations, Strategy direction and operating plans, Business development including major investments and divestures, Appointment or removal of Directors, Remuneration of Directors, Risk Management, Financial reporting and audit, Financing, Corporate social responsibilities, ethics, environment, and Succession planning for its Executive Chairman and other Senior Executives.
Responsibilities of the Chairman, Company Secretary and Directors
The Chairman’s primary responsibilities are the effective operation of the Board and the dissemination of sufficient information to support decisions. He is also responsible for ensuring that new Directors are inducted into tTech and receive the necessary training. The Company Secretary is responsible for ensuring that the Board’s procedures are effectively followed and supports the decision-making process and governance. The appointment of the Company Secretary is made by the Board and can only be removed by the Board. All Directors have access to the Company Secretary’s advice and services.
Each Board member is expected to allot sufficient time to prepare for and attend meetings of the Board and its Committees. Regular attendance at Board and Committee meetings is required; failing an agreement a Director should not miss two consecutive regular Board meetings. The leadership of the Company is accessible to the Directors via the Executive Chairman.
Directors Skills and Competencies
The Board has a strong mix of expertise, experience and leadership which aids good corporate governance and business practices.
- The Board is led by Non-Executive Chairman, Mr. U. Philip Alexander who brings a wealth of experience with his depth of business insights and providing strategic direction.
- Ms. Joan-Marie Powell is a Non-Executive Director and has many years of operational excellence expertise and is a true visionary in providing strategic leadership.
- Mr. Thomas Chin is a Non-Executive Director with diversified experiences in Accounting & Finance, Acquisitions and Divestitures.
- Mr. Gregory Henry is a Non-Executive Director with an insightful and results-driven mind set which improves key internal controls that support business objectives, risk management and IT security architecture. Mr. Henry has subsequently resigned from the Board of Directors of tTech effective the close of business August 9, 2017.
- Executive Directors include Mr. Edward Alexander, Chief Executive Officer (appointed Executive Chairman on March 1st, 2018) Mr. Hugh Allen, Connectivity & Network Manager, Mr. Christopher Reckord, Sales & Marketing Director (appointed Chief Executive Officer on March 1st, 2018) and Mr. Norman Chen, Director of Technical Services with collective experience in business, technology, marketing & sales and technical operations.
Board & Executive Compensation
The Non-Executive Directors compensation reflects their contribution, commitment and time taken to improve the Board’s performance. It is also built on the premise of attracting and retaining Directors of high standards. This compensation is subject to annual reviews based on comparable conditions and evaluation of the effectiveness of the Board and its committees.
Director’s Training and Education
The Board has placed emphasis on Director’s training and education and recognizes the importance of continuing this path. Our Directors have/are attended the following:
- The Jamaica Stock Exchange (JSE) Corporate Governance Index training.
- The Private Sector Organization of Jamaica Corporate Governance training.
- Internal training on the Boards Role in Managing Cyber Security Risks.
An integral responsibility of the Board is succession planning for all senior executives and the Executive Chairman. This is done by identifying potential successors for each senior post and providing the necessary exposure for them to function in the business in case of an emergency.
Code of Conduct
The company’s code of conduct is governed primarily by our vision, mission and credo. Our “Credo Statement” guides our Directors, Officers and employees to act ethically, namely:
|tTech Image||We will uphold the image of tTech through our conduct, appearance and speech.|
|Teamwork & Communication||Our work environment will foster teamwork and communication so that the needs of our internal and external customers are always met.|
|Ownership||We will own and immediately start working on resolving a customer's problem. If not resolved, we will always provide timely updates until resolved.|
|Empowerment||We are empowered to take initiative and make decisions to always deliver and exceed our customers' expectations.|
|Personal Development||We will take every opportunity to grow professionally, financially and realize our maximum potential.|
|Confidentiality||We will protect the privacy and security of our clients, colleagues and the company's confidential information and assets.|
|Commend||We will always recognize and encourage the efforts of team members.|
|Corporate Social Responsibility||We will support the communities to which we belong.|
- Schedule of meetings
During each financial year, there is a minimum of 4 regular Board meetings and Committee meetings. Special Board meetings occur at times as the Board request.
- Agenda Items for Board Meetings
The Chairman and Company Secretary will establish the agenda for each Board meeting. Each Board member has the option to suggest item(s) for inclusion on the agenda. Information dissemination is distributed electronically and or in writing to the Board before the Board meetings.
- Invited attendees to the meeting
Additionally, the Board encourages Managers to join Board meetings who:
- can provide additional insight into items being discussed due to direct involvement, and/or
- are managers that display attributes that senior management believes should be given exposure to the Board.
|Number of Boards & Committee Meetings held for 2017||7||4||4||1||1|
|Board of Directors||Board||Audit||Remuneration||Corporate Governance||Annual General Meeting 2017|
|Philip Alexander, Chairman||7||4||4||1||1|
|Gregory Henry *||n/a||n/a||n/a||n/a||n/a|
|Richard Downer (Mentor)||6||4||3||1||~|
The following board changes occurred during 2017
Mr Gregory Henry was on leave of absence and subsequent resignation effective August 9, 2017 *
Annual General Meeting
The Annual General Meeting (AGM) of Shareholders is one of the main instrument utilized for good corporate governance. It provides the avenue for shareholders to hold the company accountable, provides transparency through the presentation of the company’s audited accounts and gives the shareholders a voice to ask questions/raise issues. The AGM is also the forum for decisions; to consider and approve a dividend, appoint auditors and fix their remuneration and the election of Members of the Board.
The Annual Reports are available on the Company’s and the Jamaica Stock Exchange website for download to ensure shareholders communication. The report is also available in hard copies at each Annual General Meeting in addition to being distributed to all shareholders in electronic format by the Jamaica Central Securities Depositary. The full videos and section pull outs of the Annual General meetings are available on the Company’s website and YouTube channel for shareholders viewing.
Avenues for Shareholders Communication
We encourage each shareholder to share with us concerns and suggestions as we value your feedback and support. Kindly email the Company Secretary at firstname.lastname@example.org or write directly to the Executive Chairman, Edward Alexander, tTech Limited, 69 ½ Harbour Street, Kingston