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Finance Project

Finance Project

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  • JSE LIMITED
  • BOARD CHARTER

1

A DETAILED STUDY ON LOGISTICS WITH SPECIAL REFERENCE TO

DHL COMPANY

PROJECT REPORT

Project report submitted in partial fulfillment of the requirement of

South Asia University for the award of the degree of

MASTER OF BUSINESS ADMINISTRATION

2010

Submitted By

NAME

: JAMES K. SIRYA

ENROLMENT NO : SAA04M145ELBIHA3

Under the guidance of

Dr. Nirmal Kumar. R. T M.Com.,M.B.A.,AMIBM.,Ph.D.,

SOUTH ASIA UNIVERSITY

LONDON

2

GEMS B SCHOOL

PONDICHERRY

CERTIFICATE

This is to certify that project entitled ³A DETAILED STUDY ON LOGISTICS

WITH SPECIAL REFERENCE TO DHL COMPANY ³ is submitted by

JAMES K. SIRYA ENROLMENT NUMBER - SAA04M145ELBIHA3

GEMS B SCHOOL, PONDICHERRY in partial fulfillment of the second trimester

Requirement in logistics Management for the award of the degree Master of

Business Administration and is certified to be an original and bonafide work.

PLACE :

Guide Signature

DATE :

3

ACKNOWLEDGEMENT

I am indebted to all powerful almighty God for all the blessings he showered on me and

For being with me throughout the study.

I also express with great pleasure and sincerity to record my thanks, gratitude

And honor to Mr. L. Alphonse Liguori-Managing Director, Mr. M. Tamijuddin-Director

Academics for their valuable advice and

For timely help concerning various aspects of the project.

I place on record my sincere gratitude and appreciation to my project guide

Dr. NIRMALKUMAR.R.T for his kind co-operation and guidance which enable me to

Complete this project.

I take this opportunity to dedicate my project to our loving faculty

Dr. NIRMALKUMAR.R.T who was a constant source of motivation and I express my deep

Gratitude for his never ending support and encouragement during this project.

Finally I thank each and every one in my family and friends who helped me to complete

this project.

DATE :

JAMES K. SIRYA

4

EXECUTIVE SUMMARY

This study aims understanding logistics through the detailed analysis of DHL company delivery

service provider.

Accordingly the research design was prepared adequate literature survey was made.

Secondary data was collected through the internet.

After the collection of secondary data analysis was made to. Accordingly it was found that DHL

Company has made rapid strides in the logistics market.

Innovation has taken place in by way of a lot of regulatory and control measures have been

implemented in delivery services in global perspective.

5

CHAPTERS

TITLE

PAGE

ACKNOWLEDGEMENT

3

EXECUTIVE SUMMARY

4

CHAPTER-1

INTRODUCTION

7

1.1 AN OVERVIEW OF DHL COMPANY

1.2 NEED OF THE STUDY

1.3 OBJECTIVES OF THE STUDY

1.4 PERIOD OF STUDY

1.5 RESEARCH METHODOLOGY

1.6 LIMITATION OF THE STUDY

CHAPTER-2

CORPORATE GOVERNANCE

24

2.1 CHAIRMAN AND BOARD OF DIRECTORS

2.2 PHILOSOPHY

2.3 RISK MANAGEMENT

2.4 SUSTAINABILITY

CHAPTER-3

SERVICES PROVIDED

6

CHAPTER-4

INNOVATIONS AND

43

CHAPTER-5

ANNUAL REPORT OF JOHANNESBURG STOCK

EXCHANGE

65

CHAPTER-6

6.1 CONCLUSIONS

212

BIBLIOGRAPHY

213

7

INTRODUCTION

AN OVERVIEW OF THE JOHANNESBURG STOCK EXCHANGE.

The JSE Limited ("the JSE") was formally established on 8 November 1887. It was borne of

the needs of a rapidly developing gold mining industry and has emerged as an active player

in meeting both the political

And economic challenges of post apartheid South Africa.

The JSE is licensed as an exchange under the Security Services Act, 2004 and Africa s

premier exchange.

It has operated as a market place for the trading of financial products for nearly 120 years.

In this time, the

JSE has evolved from a traditional floor based equities trading market to a modern

securities exchange

Providing fully electronic trading, clearing and settlement in securities, financial and

agricultural derivatives

And other associated instruments and has extensive surveillance capabilities. The JSE is also

a major

Provider of financial information. In everything it does, the JSE strives to be a responsible

corporate citizen.

Company profile overview

There are a number of stock exchanges in Africa, most of whom are very small by world

standards. The JSE Securities Exchange South Africa (JSE) in South Africa is the largest and

most developed bourse on the continent.

The JSE Ltd is a key part of South Africa s economic landscape. As South Africa s only full service

securities exchange, we connect buyers and sellers in a variety of different financial markets,

namely equities, equity derivatives, agricultural derivatives and interest rate instruments.

They are the market of choice for local and international investors looking to gain exposure to

the leading capital markets in South Africa and the broader African continent. The JSE also

enables companies to access to both debt and equity capital through its interest rate market,

Yield-X and its equity Main Board and the Alternative Exchange (AltX).

A respected brand associated with market integrity, we are regarded as a mature, efficient,

secure market with world class regulation, trading, clearing, settlement assurance and risk

management.

8

THEY PROVIDE MARKETS FOR TRADING IN:

Equities (JSE Main Board, Africa Board and AltX)

Equity derivatives (SAFEX)

Commodity derivatives (SAFEX)

Interest rate products (Yield-X)

Our main lines of business are:

Issuer services

Trading

Clearing and settlement

Technology and related services

Information product sales

9

ORGANIZATION STRUCTURE

The JSE's operations are conducted out of the following divisions:

´ Agricultural Products

´ Company Secretariat

´ Clearing & Settlement

´ Education

´ Finance

´ Government and International Affairs

´

Human Resources

´ Information Product Sales

´ Information Services

´ Issuer Services

´ Marketing and Business Development

´ Operations and Services

´ Strategy and Legal Counsel

´ Surveillance

´ Trading

10

HISTORY OF THE JOHANNESBURG STOCK EXCHANGE.

´ 1887 The JSE is established as a stock exchange.

´ 1947 The first legislation applicable to the operation of exchanges is introduced with the

Stock Exchanges Control Act.

´ 1963 JSE becomes a member of the World Federation of Exchanges.

´ 1978 The JSE achieves a market capitalization of R51 billion, eight times the market size

in 1961 a record for the JSE.

´ 1979 Krugerrands are officially listed.

´ 1995 Substantial amendments are made to the legislation applicable to stock exchanges

which result in the deregulation of the JSE through the introduction of limited liability

corporate and foreign membership. The South African Institute of Stockbrokers is

formed to represent, train and set standards for the qualification of stockbrokers. In

December, the market capitalization exceeds R1 trillion for the first time.

´ 1996 The open outcry trading floor is closed on 7 June and replaced by an order driven,

centralized, automated trading system known as the Johannesburg Equities Trading

(JET) system. Dual trading capacity and negotiated brokerage is introduced. The value of

shares traded annually reaches a new record of R117.4 billion and the new capital raised

during the year reaches R28.4 billion.

´ 1997 SENS (Securities Exchange News Service known then as Stock Exchange News

Service), a real time news service for the dissemination of company announcements and

price sensitive information, is introduced. SENS ensures early and wide dissemination of

all information that may have an effect on the prices of securities that trade on the JSE.

´ 1999 In January, the new Insider Trading Act is introduced based on recommendations

made by the King Task Group on Corporate Governance, which included representatives

from the JSE. The JSE establishes, in collaboration with South Africa s four largest

commercial banks, the electronic settlement system, STRATE, and the process to

dematerialize and electronically settle securities listed on the JSE on a rolling,

contractual and guaranteed basis is initiated.

´ 2000 The JSE successfully lists Satrix 40, the JSE s first exchange traded fund, which

tracks the top 40 companies listed on the JSE s Main Board.

´ 2001 The JSE acquires SAFEX, the South African Futures Exchange, and becomes the

leader in both equities and equity and agricultural derivatives trading in the South

African market. The JSE enters into a joint venture with GL Trade SA to provide an

11

´ 2004 The JSE launches the Socially Responsible Investment (SRI) Index, which measures

compliance by companies with triple bottom line criteria around economic,

environmental and social sustainability.

´ 2005 The JSE launches Yield-X, its market for a wide range of interest rate products. This

world-first allows for the trading of both spot and derivative interest rate products on

one platform with multi-lateral netting across all products. The JSE demutualises and

incorporates in South Africa as JSE Limited, a public unlisted company on 1 July 2005.

Existing rights holders of the JSE become its first shareholders and for the first time in

the JSE s history, a person who is not an Authorized User of the JSE or a stockbroker can

obtain an ownership interest in the JSE. Immediately on demutualization, JSE rights

were converted into JSE Shares and each rights holder received 1 000 JSE Shares for

every 1 JSE right held. This resulted in the JSE having an authorized share capital of R40

million made up of 40 000 000 ordinary shares of R1.00 each, of which 8 340 250

ordinary shares were issued to previous rights holders. Over the counter trading in JSE

Shares commences with settlement of the trades occurring through STRATE.

2006 In June 2006 the JSE Ltd lists on the Main Board

12

JSE EXECUTIVE COMMITTEE

JSE Executive Committee

Russell Loubser

CEO of the JSE

Board of Directors of the World Federation of Exchanges; Previous

Chairman of the World Federation of Exchanges¶ Working Committee;

Past Chairman of SAFEX; Previous Executive Director of financial

markets at Rand Merchant Bank Limited.

Appointed to the Board in 2000

Nicky Newton-King

Deputy CEO

Member of the King Task Group into Insider Trading, the Financial

Markets Advisory Board, the Financial Centre for Africa¶s Strategy

Committee and the Standing Advisory Committee on Company Law;

Previous Partner of Webber Wentzel Bowens Attorneys.

Appointed to the Board in 2000

Leanne Parsons

Chief Operating Officer

Director of JSE Related Companies

Appointed to the Board in 2000

John Burke

Executive Director of the JSE

Member of the King Committee on Corporate Governance; Chairman of

the Listings Advisory Committee

13

Appointed to the Board in 2001

Freda Evans

Chief Financial Officer

A founder member of XBRL South Africa. Appointed a member of the

XBRL Advisory Committee (XAC) to the IASC.

Appointed to the Board in 2007.

Geoff Rothschild

Director: Government and International Affairs

Ana Forssman

Senior General Manager: Information Product Sales

Shaun Davies

Director: Surveillance

Allan Thomson

Director: Derivatives Trading

14

Rod Gravelet-Blondin

Senior General Manager: Commodity Derivatives

Mpuseng Moloi

Senior General Manager: Human Resources

Des Davidson

Director: clearing & Settlement

Jannie Immelman

Senior General Manager: Information Services

Maureen Dlamini

Senior General Manager: Education/Executive Head - Africa Board

Noah Greenhill

Senior General Manager: Marketing and Business Development

15

Gary Clarke

Group Company Secretary to the JSE

Riaan van Wamelen

Chief Information Officer

Board of Directors of the World Federation of Exchanges; Previous Chairman of the World

Federation of Exchanges Working Committee; Past Chairman of SAFEX; Previous Executive

Director of financial markets at Rand Merchant Bank Limited.

Appointed to the Board in 2000

Nicky Newton-King

Deputy CEO

Member of the King Task Group into Insider Trading, the Financial Markets Advisory Board,

the Financial Centre for Africa s Strategy Committee and the Standing Advisory Committee

on Company Law; Previous Partner of Webber Wentzel Bowens Attorneys.

Leanne Parsons

Chief Operating Officer

Director of JSE Related Companies

Appointed to the Board in 2000

16

John Burke

Executive Director of the JSE

Member of the King Committee on Corporate Governance; Chairman of the Listings

Advisory Committee

Appointed to the Board in 2001

Freda Evans

Chief Financial Officer

A founder member of XBRL South Africa. Appointed a member of the XBRL Advisory

Committee (XAC) to the IASC.

Appointed to the Board in 2007.

Geoff Rothschild

Director: Government and International Affairs

Ana Forssman

Senior General Manager: Information Product Sales

17

Company

Name:

JSE Limited

Registration

Number:

2005/022939/06

Registered

office:

One Exchange Square

2 Gwen Lane

Sandown

2196

Postal address: Private Bag X 991174

Sandton

2146

Transfer

secretary:

STRATE

1st Floor

9 Fricker Road

Illovo, Sandton

Reporting

accountants

and auditors:

KPMG Inc

85 Empire Road

Parktown, 2193

Sponsor and

Joint Financial

Advisor:

Rand Merchant Bank

(A division of FirstRand Bank Limited)

One Merchant Place

Corner Fredman Drive and Rivonia Road

Sandton, 2196

Joint Financial

Advisor:

Morgan Stanley South Africa (Pty) Ltd

1st Floor

South West Wing

160 Jan Smuts Avenue

Rosebank, 2196

South Africa

Banker:

First National Bank

(A division of FirstRand Bank Limited)

4 First Place

Bank City

Corner Pritchard and Simmonds Street

Johannesburg

18

The JSE Ltd is a key part of South Africa¶s economic landscape. As South Africa¶s only

full service securities exchange, they connect buyers and sellers in a variety of different

financial markets, namely equities, equity derivatives, agricultural derivatives and

interest rate instruments.

They are the market of choice for local and international investors looking to gain

exposure to the leading capital markets in South Africa and the broader African

continent. The JSE also enables companies to access to both debt and equity capital

through its interest rate market, Yield-X and its equity Main Board and the Alternative

Exchange (AltX).

A respected brand associated with market integrity, they are regarded as a mature,

efficient, secure market with world class regulation, trading, clearing, settlement

assurance and risk management.

They provide markets for trading in:

y equities (JSE Main Board, Africa Board and AltX)

y equity derivatives (SAFEX)

y commodity derivatives (SAFEX)

y interest rate products (Yield-X)

Their main lines of business are:

y issuer services

y trading

y clearing and settlement

y technology and related services

y information product sales

19

NEED OF THE STUDY

The stock market is a place where capital formation takes place. It¶s needless to say that South

Africa is fast emerging as a global economy and a lot of economic changes are taking place.

At this juncture it¶s imperative to study the working of that exchange because in the word of

Milton Freidman µ¶the stock market mirrors the economy of the country.

20

OBJECTIVES

The objectives of the study are as follows.

A. An overview of (J.S.E) Johannesburg stock exchange.

B. Corporate governance of Johannesburg stock exchange

C. Products of Johannesburg stock exchange

D. Board of charter of Johannesburg stock exchange

E. Annual report of Johannesburg stock exchange

21

PERIOD OF THE STUDY

The period of the study is limited to a span of 3months

22

RESEARCH METHODOLOGY

Research methodology is a very important aspect of any research. The research design of the

project is as follows.

A. Literature survey

B. Collection of secondary data

C. Analysis of the data

Secondary data has been assiduously collected. In short the research design has been closely

followed for the project.

23

LIMITATIONS OF THE STUDY

It¶s hereby stated that the study was conducted for a span of 3months and as a result the

inferences and conclusions are slightly biased due to the constraint of short time span.

24

By virtue of its regulatory role, it is essential for the JSE to maintain the clear distinction

between that role and its role as a listed entity. This requires the JSE to be rigorous in

implementing governance processes and procedures that realize and maintain the

unquestionable separation of these different functions.

The principles of conducting business with integrity and according to sound governance

practices are ingrained at the JSE, and the JSE continues to review its governance

structures in accordance with local and international developments.

With the listing of the JSE on 5 June 2006, the Board of the JSE has intensified its

commitment to the values of good corporate governance in ensuring that better than

good governance persists at and permeates all levels of the JSE, resulting in the

fortification of the JSE brand.

The Board is satisfied that the JSE has made and continues to make every practical

effort to conform with the King Code in all material aspects.

Chairman and board of directors

The JSE has a unitary Board consisting of a majority of non-executive directors

presided over by a chairman elected from the non-executive directors. The Board

consists of 14 directors (2005: 15), who, in addition to the Chairman, consists of a Chief

Executive Officer (CEO), Deputy CEO, Chief Operating Officer, two other executive

directors, a lead non-executive director and eight other non-executive directors. In the

interests of transparency, a representative from the JSE¶s regulator, the Financial

Services Board, attends Board meetings as an observer.

Non-executive directors have no fixed term of appointment. However, in terms of article

24 of the Articles of Association of the JSE, at least one third of all directors (with the

exclusion of the CEO) are required to retire by rotation each year. Retiring directors may

be re-elected. In addition, executive directors are subject to the same terms and

conditions of employment as other JSE employees, with the exception of their notice

period, which is three months. The CEO¶s notice period is four months.

The composition of the Board allows for appropriate and efficient decision making and

ensures that no one individual has undue influence over the said process.

The responsibilities of the Board are set out in more detail in the Board Charter which

was approved by the Board on 25 November 2003 and can be found at www.jse.co.za.

The ongoing relevance and applicability of the Charter is assessed on an ongoing basis

25

and changes made where appropriate.

The Board considers all its non-executive directors to be independent. A number of the

non-executive directors have indirect remote interests in the JSE, and might therefore

fall outside of the definition of ³independent´ as set out in the King Code and JSE listing

requirements. These directors and their interests are: Humphrey Borkum, Chairman of

Merrill Lynch South Africa (Pty) Limited ± sponsor and member of the JSE; Stephen

Koseff, Chief Executive Officer of Investec Bank Limited ± listed company, sponsor and

member of the JSE; Andile Mazwai, Chief Executive Officer of BJM Securities (Pty)

Limited ± listed company, sponsor and member of the JSE. The Board is mindful of this

and the potential conflicts of interests that might arise as a result, however remote. A

process has been implemented to mitigate any such conflicts.

The directors are elected to the Board on the basis of their skills and experience

appropriate to the strategic direction of the JSE and necessary to secure its sound

performance. The race and gender of candidates is also considered. Procedures for the

nomination of Board members are formal and transparent. The Board has delegated

this responsibility to a Nominations Committee which makes recommendations to the

Board.

The powers of the Board are conferred upon it by the Securities Services Act, No. 36 of

2004, the rules of the JSE made in terms of this legislation, and the JSE¶s Memorandum

and Articles of Association. Article 28 of the Articles of Association of the JSE vests the

management and control of the JSE in the Board.

The Board¶s primary responsibilities, based on an agreed assessment of levels of

materiality, include giving strategic direction, identifying key risk areas and key

performance indicators of the business, monitoring investment decisions, and

considering significant financial matters.

This committee is comprised of the CEO and the heads of the various JSE divisions. It

is primarily responsible for the operational activities of the JSE and for the development

of strategy and policy proposals for consideration by the Board. The committee is also

responsible for implementing Board directives.

The committee meets weekly, and operates in terms of written terms of reference

approved by the Board.

26

Russell Loubser

CEO

Nicky Newton-King

Deputy-CEO, Strategy

and Legal Counsel

Freda Evans

CFO, Finance

Leanne Parsons

COO, Operations and

Services

John Burke

Issuer Services

Geoff Rothschild

Government and

International Affairs

Rod Gravelet-Blondin

Agricultural Products

Mpuseng Moloi

Human Resources

Des Davidson

Clearing and Settlement

Jannie Immelman

Information Services

Maureen Dhlamini

Education

Noah Greenhill

Business Development

and Marketing

27

Ana Forssman

Information Product

Sales

Shaun Davies

Surveillance

Allan Thomson

Trading

Gary Clarke

Company Secretariat

Riaan van Wamelen

Chief Information

Officer, ITU

Graham Smale

Director: Interest Rate

Products

28

Below is a summary of our committee structure and membership information.

Chairperson

Member

Audit

Committee

Human

Resources

Committee

Nominations

Committee

Risk

Management

Committee

Humphrey Borkum

Anton Botha

Bobby Johnston

David Lawrence

Russell Loubser

Wendy Luhabe

Andile Mazwai

Sam Nematswerani

Leanne Parsons

Nigel Payne

Gloria Serobe

NOTE: Bill Urmson (Dir of Surveillance), Freda Evans (CFO) & David Lawrence sit on

the Risk Management Committee

29

PHILOSOPHY

The JSE values integrity, business ethics and customer needs and is committed to

ensuring that these are sustained in its operations and interaction with clients and

stakeholders. The JSE in turn expects all employees to embrace these values and

reflect them in their day-to-day interaction amongst themselves and clients. In order to

realize this commitment the JSE has adopted a code of conduct (extracts from which

are set out below).

STANDARDS

Corporate and Media Relations

From time to time, the JSE may receive inquiries from the media about its activities.

Only officials who are authorized to do so by the JSE may disclose such information.

Disclosure of Information

Information relating to the JSE, its employees and clients must be kept confidential.

An employee may not disclose or communicate to any person or make use of any

information in relation to the JSE¶s affairs including trade secrets, property, inventions

etc. that he/she may have acquired while in employ of the JSE.

An employee may not make statements or disclose to any person, including the press,

radio or television, any confidential information relating to the JSE, its employees and

clients.

Participation on External Committees

Employees who serve on external committees/panels during JSE working hours and

who are remunerated for their services are required to reimburse the JSE any monies

received for this time.

Gifts

Employees are required to obtain approval before accepting gifts (financial or

otherwise).

Conflict of Interest

The general principle that underlies conflict of interest is that employees should avoid

any activity, investment or interest that might reflect unfavorably upon the integrity or

good name of the JSE or themselves.

Personal interests should not influence employees when engaging in business dealings

on behalf of the JSE. They are expected to place the JSE's interest ahead of any

personal gain in every business transaction as well as disclose all the facts in any

situation where a conflict of interest may arise.

30

Private Business and Secondary Employment

Employees may not accept other employment or engage in private business and or

work for gain without written permission from management.

THE FOLLOWING ARE CONSIDERED AS SERIOUS TRANSGRESSIONS AND ARE

PROHIBITED

Sexual Harassment and Indecent Assault

Sexual harassment is explained in detail in the JSE Sexual Harassment Policy. The

following is an abridged version of the policy.

y

In order to provide a productive and pleasant working environment, it is important that

an atmosphere of mutual respect be maintained in the workplace.

y The JSE will Endeavour to protect employees and clients from sexual harassment in the

workplace.

Dishonesty

Includes the following:

Bribery and Corruption

this includes:

y Giving, receiving or attempting to receive any bribe.

y Inducing any person to perform a corrupt act

y Receiving a gift from a client in return for a favor(s)

Fraud and Falsification of Information/Documents

Fraud and falsification of information may include:

y Falsifying the completion of JSE documents.

y False requests for time off or absence from work due to a claim of illness.

y

Falsifying the processing of credit transactions.

y Making false statements regarding an injury.

y Falsifying or changing any document with dishonest intent or attempting to do so.

y Making untruthful disclosures.

y Giving false evidence against another person.

Sabotage

deliberately inflicting harm or damage with the intention of disrupting the JSE

operations.

Conspiracy

Permitting, assisting and encouraging another person to commit a transgression.

Insider Information and Trading

Law prohibits the use of insider information when dealing with securities. Insider

31

information can take many forms, but mostly includes information which is not available

to the public and which might influence an investor's decision to buy, sell, or hold

securities in a company.

Dealing in Securities

Employees and their closely connected persons must obtain prior approval to trade in

listed equities or listed/ unlisted derivatives on such equities, together referred to as

Securities. Employees in the Listings Division may only invest through a discretionary

managed account. For more details, refer to the Dealing in Securities Policy.

Negligence

Employees are expected to treat the JSE¶s material and property with proper care and

respect.

Unauthorized Use and Misuse of the JSE's Property

The JSE's property may only be used by authorized employees or non-JSE staff who

must be authorized to do so.

Disreputable Conduct of Employees

an employee may not bring the JSE into disrepute in any way whatsoever.

32

With the introduction of electronic settlement through Strate in 1999, the settlement

risks that the JSE is required to identify and mitigate, diminished dramatically.

Risks influencing the environment in which the JSE operates are described below.

As part of its risk management procedures, the JSE has extensive guarantee funds

and insurance cover across all areas of its business, including an ³In and Out´

fidelity insurance policy with cover of R250 million covering fidelity related claims by

authorized users and the JSE.

The policy is subject to the JSE being liable to absorb the first R5 million of any

successful claim lodged in terms of the policy. This R5 million exposure is in turn

self-insured by the JSE through a structure managed by Hollard Insurance

Company.

Principal risk

Principal risk is the risk of a party losing the full value of a transaction. This would

result from the final transfer of funds and the transfer of ownership of securities not

taking place simultaneously.

The implementation of Strate eliminated this risk through simultaneous, final and

irrevocable delivery versus payment, thereby substantially reducing the overall risk

of participating in the equities market.

Credit risk

The JSE provides a market for the dealing in securities, which is information

technology intensive. Dealing is performed electronically through JSE SETS

(equities), the ATS (derivatives) and the interest rate products electronic trading

systems. In addition, trades in equity securities conducted through JSE SETS are

settled through Strate. In parallel with the provision of this service, the JSE also

obliges all equities members to maintain their general ledger and client accounting

through the Broker Deal Accounting (³BDA´) system.

Technology and systems risk

The technology and systems risk is the inability of the JSE¶s, and associated

systems and applications to manage and control the business processes and

information. The JSE bears this risk, but is exempt from legal liability should either

or all of the systems referred to above not function efficiently or at all, resulting in

the JSE being unable to provide an efficient operational market.

The Chief Operating Officer and her team together with our various service

providers manage the risk associated with BDA, JSE SETS, the ATS and the

interest rate market trading system. This includes having a comprehensive

redundancy and disaster recovery infrastructure and enhanced focus on business

continuity management. In addition a comprehensive audit is conducted by

independent consultants to monitor and make recommendations in respect of the

33

integrity of these systems. Any risks resulting from this process are being managed.

Settlement and liquidity risk

Settlement risk relates to when a party to an outstanding transaction fails to perform

on the prescribed settlement date and a transaction fails as a result of this.

Liquidity risk is closely associated with settlement risk and is the risk that a party will

not have sufficient liquidity to meet its settlement obligations in a rolling contractual

settlement regime.

1. Equities

there is no settlement or liquidity risk to the JSE in respect of an off-market

trade. The contracting parties to an off-market trade bear this risk.

Settlement performance is the cornerstone of any securities exchange and,

therefore, the JSE, in certain prescribed circumstances (on-market trades

between two members) guarantees settlement and is required to manage

settlement, bearing the liquidity and price risk for both the cash and

securities.

The failure by a party to perform its settlement obligations might result in the

counterparty having an open position. To address this situation it is

necessary to incur the cost of replacing, at current market prices, the

securities that were subject to the original transaction. This risk is

exacerbated by liquidity risk and price risk, which is the possibility that the

price of replacing the required securities has materially and negatively

changed. The JSE equities environment comprises a hierarchical risk

structure with the obligations of the client being guaranteed by the client¶s

member. The member¶s obligations in this regard are in turn guaranteed by

the JSE. The JSE has recourse in respect of any negative price movement

against the member who introduced the trade. Accordingly, the JSE¶s

settlement risk in this regard is directly proportional to the extent that both the

client and the member are not able to perform their obligations.

The JSE has, through its rules, taken steps to address and limit settlement,

price and liquidity risk. The Settlement Authority is appointed in terms of the

JSE rules and is currently the Director: Clearing and Settlement who is

dedicated to facilitating and managing settlement. The Settlement Authority

has a wide range of intellectual and information technology resources at his

disposal as well as farreaching powers to manage the relevant risks and

facilitate the settlement of listed equity securities. These powers include the

ability to impose collateral requirements on members and to act as lender of

last resort (shares and cash) to a party who is potentially not able to comply

with its obligations. The Settlement Authority has, through various avenues,

secured access to settlement facilities. To date, only shares have been

borrowed in this regard and the JSE is in the unique position of having had

34

zero failed equities trades since the implementation of Strate six years ago.

2. Derivatives and interest rate products

In respect of derivatives and interest rate products traded through the Equity

Derivatives Market Agricultural Products Market and Yield-X respectively,

provided that a transaction is traded through the ATS system, the

considerations set out below will apply. Warrants are traded in the same

manner as equities, through JSE SETS and the situation set out in 1 above

applies to them.

With regard to the derivatives and interest rate business, a hierarchical risk

management structure exists. In terms of this structure, members guarantee

client obligations and clearing members guarantee member obligations. The

clearing members are financial institutions of substance. This structure, in

conjunction with the margining system, is effective in managing the

settlement, liquidity and price risks. The Director: Trading is responsible for

risk management of equity derivatives and interest rate products, while the

Senior General Manager: Agricultural Products is responsible for the risk

management of agricultural derivatives.

Systemic risk

Systemic risk is the risk where a disruption to the JSE, Strate, a Central Securities

Depository Participant, a custody services provider, clearing member or the

settlement system as a whole, causes a knock-on effect throughout the financial

markets, toppling one financial institution after another, resulting in a loss of

confidence in the system. This could result from a lack of solvency on the part of a

stakeholder resulting in an inability to settle a multitude of transactions.

Alternatively, an operational issue may contribute towards large-scale non-fulfillment

of transactions.

The JSE is exposed to systemic risk, which is managed by the various stakeholders

who participate in the financial markets. The JSE manages the risk insofar as it can

through the Settlement Authority and the Surveillance, Operations & Services,

Strategy & Legal Counsel divisions by means of a uniform and flexible policy of risk

management and controls. The Risk Management Committee also participates in

managing this risk and the JSE is an active participant in a number of industry

forums aimed at preventing systemic risk.

Fidelity risk

This is the risk of employees or agents of the JSE committing fraud or an

unauthorized activity. The JSE has a large amount of funds under its management,

including monies deposited in JSE Trustees (Pty) Limited, SAFEX Clearing

Company (Pty) Limited, the JSE Guarantee Fund Trust and the JSE Derivatives

Fidelity Fund Trust. The Chief Financial Officer is responsible for managing this risk,

which is mitigated through the enforcement of stringent delegation of powers,

35

segregation of duties, application of rules setting out checks and balances, low risk

investment policies as well as fidelity and similar insurance.

Legal risk

This is the risk that a transaction or contract cannot be consummated due to a legal

impediment. The JSE is subject to this risk. The Deputy CEO is responsible for

addressing this risk and heads up the legal division, which consists of four legal

professionals who, in conjunction with external legal counsel, including Senior

Counsel, attend to managing this risk.

Currency risk

This is the risk of defaulting on foreign currency payment obligations as a result of

the devaluation of the Rand.

The JSE is exposed to this risk in terms of:

an agreement with the London Stock Exchange (³LSE´) in terms of which the LSE

provides the JSE with TradElect and InfoWiz;

an agreement with GL Trade in terms of which the JSE is provided with front end

technology (known as TALX); and

An agreement with Microsoft for the provision of operating and data base software

licences as part of the JSE¶s transition to next generation technology.

This risk is managed by the Chief Financial Officer, in consultation with a Foreign

Exchange Committee comprised of JSE staff and industry specialists, through the

use of derivative financial instruments to limit exposure.

Reputational Risk

Reputation risk is the risk of damage to the JSE¶s reputation and brand. Given the

nature of financial markets and the importance of the integrity of the markets, this is

a very serious risk and is a risk which is a natural consequence of all other risks set

out above.

The CEO is generally responsible for managing this risk. Under his guidance, all

aspects of the JSE business are focused on ensuring a safe, transparent and

efficient market. The initiatives set out in the sustainability report provide a number

of examples of activities conducted by the JSE in this regard.

Strate is a crucial element of the market. The risk associated with electronic

settlement is not directly within the control of the JSE. This risk, if not managed, will

result in the tarnishing of the JSE¶s reputation and affect the ongoing viability of the

equities market. The JSE is represented on the Strate board of directors and

participates in its Board sub-committees. In this way, the reputational risk to the JSE

resulting from a Strate-related is monitored and assistance provided in the

management thereof. Ongoing international surveys and evaluations have

highlighted the enormous improvements to operational and settlement risk

36

OVERVIEW

In recognition of the growing importance of responsible and sustainable business

behaviour, the JSE has for many years embarked upon programmes which uphold and

support sustainable development.

Companies are being urged to heed the call for responsible and sustainable business

practices underpinned by good corporate governance and to align business strategies

and policy to this end. Increasingly, there is a move to focus more on improved

transparency through reporting of performance as opposed to glossy recital of select

achievements. Globally there is also more focus on responsible investing. Early in 2006,

the UN Secretary General launched the UN's Principles for Responsible Investment

("PRI") requiring signatories to consider non-financial risk indicators in investment

decision and analysis. The JSE believes it needs to play a part in these initiatives.

PHILOSOPHY

The JSE uses its Socially Responsible Investment ("SRI") Index criteria as a means to

focus its sustainability practices.

Stakeholder engagement remains a priority as does the maintenance of all principles of

good corporate governance and long term economic sustainability. Our intention with

our sustainability reporting is to increasingly provide quantifiable, comparable

information that can be used to monitor performance of our sustainability practices.

ENVIRONMENTAL SUSTAINABILITY

The JSE is classified as a low environmental impact company. Although this

classification brings with it significantly lower responsibility in relation to environmental

impact, the JSE is committed to continuing to work toward reducing the direct negative

environmental impacts the JSE has as well as to raising awareness around the

responsibility of low impact companies to minimize the their indirect impact on the

environment.

Achievements from the year under review, which contributed to the JSE's improved

environmental performance, are as follows:

y Continued awareness-raising around the critical environmental issues through the SRI

Index criteria;

y Implementation of energy efficient light bulbs throughout the JSE building;

y Placing paper recycling bins in all areas of operation;

y Implementing the use of recycled printing paper.

Some of the key focus areas going forward include:

y The development of a formal environmental management system, including internal

structures to monitor performance and implement remedial action;

37

y Formulating a policy to standardize recycling across the company, to address waste

and improved energy efficiency, and investigate further potential remedial actions for

negative impacts on natural resources such as water;

y Expanding its environmental sustainability awareness raising initiatives beyond the SRI

Index, especially internally.

The JSE is not presently involved in any projects or financing activities that have indirect

negative environmental impacts.

There have been no fines, accidents or other significant environmental incidents during

the year under review.

SOCIAL SUSTAINABILITY

This area of sustainability is an area of strength for the JSE particularly in relation to

employee relations. In line with its drive to retain its employees and optimize employee

capacity, developmental policies such as the employment equity plan, individual skills

plan and a long term incentive and retention scheme for key senior employees have

been put in place.

The JSE has also made achievements in its implementation of empowerment strategies

with over 60% women and over 54% black employees in the staff complement. In

relation to broad based BEE, the JSE has a 9% direct black shareholding and a black

shareholder retention strategy through the introduction of the black shareholder

retention scheme implemented as part of the JSE's listing in June 2006. The JSE

Empowerment Fund ("JEF") which was also launched as part of the JSE's listing and

qualifies as a BEE shareholder, provides promising black students the finance and

support that will allow them the appropriate qualifications and opportunity to enter the

financial services sector on completion of their University training.

The JSE is an active investor into the community, through its involvement in various

social upliftment initiatives such as:

y Nurturing Orphans of Aids for Humanity, to which the JSE contributes financially; and

y The JSE/ Liberty Investment Schools and University challenge, in which the JSE invests

staff time and expenses each year.

As regards stakeholder engagement, the JSE actively engages all relevant stakeholders

through regular communication sessions, meetings and other engagement processes,

such as:

y Government and authorities -The JSE participates in various bodies such as the

Financial Markets Advisory Board, the Standing Advisory Committee on Company Law,

the Money Laundering Advisory Council and the GAAP monitoring panel.

y Regulators - A Financial Services Board representative is invited to attend all EXCO

and board meetings.

38

y Customers - customers and brokers are engaged through regular communication

sessions, as well as ongoing communication with data vendors and other clients.

y Local community - JSE communications officers make presentations to schools,

universities and other community groups on a regular basis.

y Staff - feedback meetings, newsletters, intranet and email.

y Investors - following its listing, the JSE has launched an investor relations web site and

is developing an investor relations strategy.

In addition, the JSE also maintains contact with its stakeholders through Gazettes to

members, press releases, SENS announcements and the JSE magazine.

Going forward, linkages and strategic partnerships will be explored with relevant interest

groups so as to establish cohesion and value in addressing corporate social

responsibility.

The JSE will set clear objectives and targets related to employee occupational health

and safety. Although initiatives are in place through policies and the availability of

emergency protocols, the JSE will look to implement a sound monitoring and

measurement system to assess possible cases and incidents.

There have been no fines, accidents or other significant social incidents in the period

under review.

ECONOMIC SUSTAINABILITY

Strategic management procedures are also implemented to determine medium and long

term opportunities. Business indicators are implemented through key performance

indicators. Business cases on major innovations particularly related to IT are presented

to the executive management or the Board for approval. The JSE is further committed

to product development and research.

39

PRODUCTS

´ Bond Futures

´ Bond Options (Carries)

´ B-Ordinary Shares

´ Can-Do Futures and Options

´ Carbon Credit Notes (CCNs)

´ CBOT Soybean complex Futures & Options (includes beans, meal and oil)

´ Chicago Corn Futures & Options

´ Copper Futures

´ Crude Oil Futures & Options

´ Currency Futures

´ Currency Options

´ Debentures

´ Depository Receipts

´ Dividend Futures

´ Equity Index Futures

´ Equity Options

´ Exchange Traded Funds (ETFs)

´ Exchange Traded Notes (ETNs)

´ FTSE/JSE Africa Index Series

´ Gold Futures & Options

´ SAVInternational Derivatives (IDX)

´ Krugerrand

´ Linked Units

´ N-Ordinary Shares

´ Options on Commodity Futures

40

´ Ordinary Shares

´ Participatory Interests

´ Platinum Futures & Options

´ Preference Shares

´ Real Estate Investment Trusts (REIT's)

´ SAVI DollarI Squared

´ SAVI Top40

´ SAVI White Maize

´ Share Installments

´ Silver Futures

´ Single Stock Futures

´ Spot and Forward Bonds

´ TALX

´ Warrants

´ Grain Futures & Options

MARKETS

Currency Derivatives Market

Currency Futures & Options trade on the electronic trading platform - Nutron, offering an

efficient, electronic, automatic and transparent platform for the trading of currency derivative

products.

The following currencies are listed on the exchange: Dollar/Rand, Euro/Rand, Pound/Rand,

Australian Dollar/Rand

41

Equity Derivatives Market

The Equity Derivatives market provides a platform for trading Futures and/or Options. Futures

and Options are derivative instruments which derive their value from an underlying instrument.

On-Exchange trading ...

Equity Market

The Equity Market provides investors with the opportunity to trade a multitude of listed

securities including Equities, Exchange Traded Funds (ETF s) and Warrants

This market also provides companies with the opportunity to raise capital in a highly regulated

environment

Interest Rate Market

Introduction to Interest Rate Market

The Johannesburg Stock Exchange s Interest Rate Market provides investors with the

opportunity to trade products in both the cash and the derivative markets.

Clients can trade on-exchange (Central Order Book) or away from the market

SAFEX Commodity Derivatives Market

The Commodity Derivatives Market provides a platform for price discovery and efficient price

risk management for the grains market in South and Southern Africa. More recently, the

Division also offers derivatives on precious metals and crude oil.

42

TYPES OF SHARES & INVESTMENT PRODUCTS

There are various types of shares and investment products to suit different individual needs, for

example conservative or safe shares versus riskier shares.

A list of basic share investment products is included below:

Ordinary shares

B-Ordinary shares

N-Ordinary shares

Preference shares

Exchange Traded Funds

Access to the stock market

To buy or sell shares on the Johannesburg Stock Exchange (JSE) you need to open a brokerage

account with a stockbroker.

Buying and selling ETFs does not require a brokerage account. You can contact the ETF provider

directly to invest in these investment products. However, owning a brokerage account allows

you to invest in all kinds of investment products, not only ETFs. (exchange traded funds)

Innovations

THE DIGITAL REPORTING EVOLUTION

The JSE has introduced an exciting financial online reporting portal which will allow companies

to file their financial reports using a global business electronic reporting standard that makes it

faster, simpler and more accurate for investors and analysts to access their company

information.

Encouraged by leading stock exchanges, supported by many developed countries and

welcomed by analysts and investors alike, digital reporting is likely to become part of every

financial director s future. Just as spreadsheets revolutionized accounting, digital reporting is

certain to transform financial reporting. Digital reporting is faster, better, cheaper; in short it is

financial reporting for the digital age

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