How We Operate
Corporate Governance
◆Wilberforce Group Limited is governed to international best practice standards — transparent, accountable, and structured to meet the expectations of public markets, institutional investors, and regulators.
Our Framework
Governance Framework Overview
◆Our Governance Principles
Wilberforce Group Limited is committed to the five pillars of sound corporate governance:
- Transparency — Open and timely disclosure of material information to all stakeholders.
- Accountability — Clear lines of responsibility at every level of the organisation.
- Fairness — Equitable treatment of all shareholders, employees, and business partners.
- Responsibility — Operating with regard to the welfare of communities, the environment, and society.
- Independence — Independent Board oversight free from undue management influence.
Board & Management Structure
Our governance structure flows from shareholders through Board oversight to management and operations:
Regulatory Alignment
Our governance framework is designed to comply with and exceed the requirements of:
- Companies Act 2004 (Jamaica)
- Securities Act (Jamaica)
- Financial Services Commission (FSC) Guidelines
- Jamaica Stock Exchange (JSE) Main Market Listing Requirements
- International Financial Reporting Standards (IFRS)
- OECD Principles of Corporate Governance
- Jamaica Data Protection Act 2020
Leadership
Board of Directors
◆The Board is responsible for strategic oversight, risk management, and governance of Wilberforce Group Limited.
[Executive Director]
Group Chief Executive Officer
ExecutiveAppointed: 2019
Committees: Nomination & Governance Committee
[Non-Executive Director]
Chairman, Audit Committee
IndependentAppointed: 2022
Committees: Audit Committee (Chair), Risk & Compliance Committee
[Non-Executive Director]
Chairman, Risk Committee
IndependentAppointed: 2022
Committees: Risk & Compliance Committee (Chair), Remuneration Committee
[Non-Executive Director]
Chairman, Nomination Committee
IndependentAppointed: 2023
Committees: Nomination & Governance Committee (Chair), Audit Committee
Director profiles will be published on appointment. Board composition is subject to ongoing Nomination & Governance Committee review.
Committee Structure
Board Committees
◆Audit Committee
Composition: Minimum 3 directors, majority independent. Chaired by an independent non-executive director with relevant financial expertise.
Frequency: Meets quarterly at minimum, and additionally as circumstances require.
Key Responsibilities:
- Oversight of the integrity of the Group’s financial reporting
- Review and approval of annual and interim financial statements prior to Board sign-off
- Appointment, remuneration, and independence assessment of external auditors
- Evaluation of internal audit function effectiveness and internal control environment
- Monitoring compliance with statutory, regulatory, and contractual obligations
- Review of related-party transactions for conflicts of interest
- Oversight of whistleblower reporting mechanisms
Risk & Compliance Committee
Composition: Minimum 3 directors, majority independent. Chaired by an independent non-executive director.
Frequency: Meets quarterly at minimum.
Key Responsibilities:
- Oversight of the Group’s Enterprise Risk Management (ERM) framework
- Review and approval of the Group’s risk appetite and risk tolerance thresholds
- Monitoring of significant operational, financial, reputational, and strategic risks
- Assessment of cybersecurity, technology, and data protection risks
- Review of regulatory compliance across all operating jurisdictions
- Review of insurance arrangements and adequacy of coverage
- Annual review of the Business Continuity and Disaster Recovery frameworks
Remuneration Committee
Composition: Minimum 3 directors, all independent. Chaired by an independent non-executive director.
Frequency: Meets at minimum annually, and additionally as required.
Key Responsibilities:
- Development and review of the executive remuneration policy
- Setting of individual remuneration packages for executive directors and senior management
- Review and approval of annual performance-based bonus and incentive payments
- Design and oversight of long-term incentive plans, including any employee share option schemes
- Ensuring remuneration structures align with shareholder value creation and risk appetite
- Preparation of the remuneration report for inclusion in the annual report
- Benchmarking against comparable companies and market data
Nomination & Governance Committee
Composition: Minimum 3 directors, majority independent. Chaired by an independent non-executive director.
Frequency: Meets at minimum annually, and additionally as required.
Key Responsibilities:
- Identification and evaluation of candidates for Board appointment
- Annual assessment of director independence in accordance with JSE requirements
- Board and senior management succession planning
- Annual review of the corporate governance framework and all governance policies
- Leading the Board performance evaluation process
- Oversight of director induction and continuing education programmes
- Monitoring developments in corporate governance best practice
Compensation
Directors’ Remuneration
◆The remuneration of all directors of Wilberforce Group Limited is reviewed on an annual basis by the independent Remuneration Committee.
The Board’s remuneration policy is designed to attract, retain, and motivate directors and senior executives of the highest calibre, while ensuring that compensation is closely aligned with the long-term performance of the Group and the interests of shareholders.
The remuneration framework consists of three components: (1) a base fee or salary reflecting role and responsibility; (2) an annual performance-related element linked to the achievement of pre-agreed financial and operational objectives; and (3) for executive directors, participation in any approved long-term incentive plan.
Non-executive directors receive a fixed annual Board fee and, where applicable, committee membership and chairmanship fees. Non-executive directors do not participate in performance-related or long-term incentive arrangements, preserving their independence.
Full details of individual director compensation, including all remuneration components and any share-based awards, will be disclosed in the Group’s Annual Report and, upon listing, in the statutory filings required by the Jamaica Stock Exchange and the Financial Services Commission of Jamaica.
Risk & Controls
Internal Control Framework
◆Wilberforce Group Limited maintains a robust internal control environment designed to safeguard assets, ensure reporting accuracy, and support regulatory compliance.
Financial Reporting Controls
Formal month-end close process with management review. Accounting policies aligned to IFRS. Quarterly Audit Committee review of management accounts. Segregation of duties over financial approvals.
Operational Controls
Documented policies and procedures for all key business processes. Delegated authority matrix with monetary approval thresholds. Regular management review of operational KPIs against targets.
Compliance & Legal Controls
Legal and regulatory compliance monitored by dedicated function. All contracts reviewed by legal counsel. Regulatory calendar maintained for all filing and reporting deadlines.
IT & Cybersecurity Controls
Information security policies aligned to ISO 27001 principles. Access controls, multi-factor authentication, and endpoint protection deployed. Incident response plan maintained and tested annually.
Policy Library
Governance Documents
◆Board Charter
Roles, responsibilities, and operating procedures of the Board of Directors.
Request DocumentCode of Business Ethics & Conduct
Standards of ethical conduct for all directors, officers, and employees.
Request DocumentAnti-Bribery & Anti-Corruption Policy
Zero tolerance policy on bribery, facilitation payments, and corrupt practices.
Request DocumentConflicts of Interest Policy
Identifying, disclosing, and managing potential conflicts of interest.
Request DocumentWhistleblower & Protected Disclosure Policy
Confidential reporting of unethical or illegal conduct.
Request DocumentRelated Party Transactions Policy
Governance of transactions between the Group and related parties.
Request DocumentEnterprise Risk Management Framework
Risk identification, assessment, monitoring, and mitigation methodology.
Request DocumentData Protection & Privacy Policy
Compliance with the Jamaica Data Protection Act 2020.
Request DocumentInsider Trading Policy
Controls on trading in securities by connected persons.
Dividend Policy
Capital allocation and shareholder distribution framework (pre-IPO).
Shareholder Communication Policy
Standards for transparent shareholder communication.
Have a Governance Enquiry?
Our Investor Relations team is available to address questions from institutional investors, analysts, and regulators.