2

CEO’s Message

By going public and listing shares, organisations can raise much needed capital without taking on additional or excessive debt.

Capital raised by listing shares on the Barbados Stock Exchange Inc. can be utilised to either improve current operations to enhance efficiencies or for expansion to increase capacity and achieve better economies of scale. Individuals, on the other hand, can invest - buying and selling - in shares of publicly listed companies, build a portfolio of assets and increase their personal wealth by taking advantage of opportunities that may arise from time to time on the Exchange.

At the Barbados Stock Exchange we pride ourselves on providing Barbadians - business owners and individuals alike - with the opportunity to create wealth for themselves which in turn assists in the development of the wider Barbadian economy.

In order for both organisations and individuals to make sound investment decisions they require both education and information. Education is important as it gives persons a better understanding of how markets work and what to expect should they decide to become involved. It is especially critical if Barbados is to rise from its low risk/low level of investment culture as well. Information is equally as important but what makes it valuable is its accuracy and the timeliness with which it is reported to market participants. Transparency in any market is important and the dissemination of accurate information is key for organisations and individuals to make sound investment decisions.

Facilitating wealth creation can only be done effectively by operating an efficient and transparent market, utilising modern technologies, employing knowledgeable staff who provide exemplary service to clients and having qualified Registered Brokers. Our brand is built on these critical success factors and we will endeavor to continuously improve as we strive to ensure growth in the capital markets and the wider economy as a whole.

As the holiday season approaches, we would like to take this opportunity to wish each and every one happy holidays and a prosperous and successful New Year.

Marlon Yarde

CEO & General ManagerBarbados Stock Exchange

3

Broker of the Half 2015 Terry Williams - Signia Financial Group Inc

The Barbados Stock Exchange Inc. wishes to congratulate Mr. Terry Williams - Investment and Relationship Officer at Signia Financial Group Inc. for winning the BSE’s Broker of the Half - 2015 Award.

For the period January to June 2015, Mr. Williams’ trading performance was very consistent and it is that consistency that allowed him to outshine his fellow Registered Brokers. He conducted a total of 402 trades, trading a total volume of 3,124,753 shares with a total value of $7,741,002.23.

He holds a degree in Computer Science and Management from the University of the West Indies - Cave Hill and has over 11 years experience in the financial services sector. Mr. Williams started his career at the Barbados Stock Exchange but later moved on to Signia Financial Group where he has spent over five years assisting clients attaining their financial goals. He is by no means shy and enjoys communicating with his clients, co-workers and fellow Brokers. He is also an avid sports fan and especially enjoys football; his favorite team being FC Barcelona and it is alleged that he even has the official FC Barcelona Anthem as his mobile phone’s ringtone.

A true family man, Terry lives with his wife and two daughters. He has strong Christian values and has adopted Philippians 4:13 as his personal philosophy: “I can do all things through Christ which strengthens me”.

4

Table 1 below, illustrates the total trading activity for the first half of 2015 compared to the activity which occurred for the corresponding period in 2014. Total trading volume increased by 8%, while total trading value increased by 13%. The Regular Market has shown improvement at the 2015 half-year close, however, Put-Through Market performance continues to show declines in both volume and value traded when compared to performance for the corresponding period in 2014. There was no trading on the Junior or Block Trade Markets for the first half of 2015.

Two securities were delisted from the board of the Exchange during the first half of 2015; there was one new listing.

There were no extra-ordinary transactions occurring on the board of the BSE for the first half of 2015.

First Half Report 2015

Market June June June June % Change % Change 2015 Volume 2014 Volume 2015 Value 2014 Value Volume ValueRegular 3,843,432 2,891,508 $ 11,467,172 $ 9,480,243 33% 21%Put-Through 279,584 910,376 $ 1,781,669 $ 2,247,374 -69% -21%Junior - - $ - $ - NA NABlock Trade - - $ - $ - NA NATotal 4,123,016 3,801,884 $ 13,248,841 $ 11,727,617 8% 13%

Table 1: Total Trading Activity - 1st Half 2015

Second quarter 2015 market performance showed improvement in the volumes traded, however, as share prices continue to be constricted, the values traded have not met the same level of performance as the volumes traded but have exceeded the 2014 figures. As illustrated in Table 2 below, total trading volume was up 57% with a corresponding increase in total trading value of 6%. The Regular Market was the only market to record a decrease in terms of value traded of 7% but a 52% increase in terms of volume traded while the Put- Through Market activity recorded large increases - 609% in terms of volumes traded and 1386% in terms of value. There was no activity on the Junior or Block Trade Markets during the second quarter.

Table 2: Trading Activity - 2nd Quarter

Market Second Quarter

Second Quarter

Second Quarter

Second Quarter

% Change % Change

2015 Volume 2014 Volume 2015 Value 2014 Value Volume ValueRegular 2,568,509 1,689,665 $ 4,813,502 $ 5,192,242 52% -7%Put-Through 108,941 15,375 $ 740,647 $ 49,838 609% 1386%Junior - - $ - $ - NA NABlock Trade - - $ - $ - NA NATotal 2,677,450 1,705,040 $ 5,554,149 $ 5,242,080 57% 6%

5

Figure 1: BSE Regular Market Trade Frequency Comparison 2014/2015

Regular Market

The trading activity on the Regular Market for the first half of 2015 recorded an increase of 33% in trading volume and a corresponding increase in value of 21%. The total volume of shares traded at the half year was 3,843,432 as compared to 2,891,508 shares traded for the corresponding period in 2014 as illustrated in Table 3. Similarly, the total value traded increased from $9,480,243 in the first half of 2014 to $11,467,172 for the corresponding period in 2015.

Figure 1 below illustrates a monthly comparison of the volume of trades for 2015 and 2014. The number of trades recorded during the first half rose from 598 in 2014 to 777 in 2015; an increase of 30%. The Average Share Price decreased by 2% from $5.47 to $5.36, however, only three securities declined as at June 30th, 2015 as compared to six securities declining at the close of the half of 2014.

On March 18, 2015, Royal Fidelity TIGRS A Fund was delisted from the board of the BSE. On April 14, 2015, Jamaica Money Market Brokers Limited was delisted from the board of the BSE. On the same day, JMMB Group Limited was listed on the board of the BSE. Effective April 13th, 2015, 1,630,552,532 Common Shares in JMMB Group Limited were registered (with the Financial Services Commission - FSC) as a result of the Scheme of Arrangement with Jamaica Money Market Brokers Limited.

Regular Market Trade Frequency Comparison

Num

ber

of T

rade

s

200

150

100

50

0

2015

January

119 157 148 145 114 94

64 152 103 81 101 97

February March April May June

2014

6Table 3: Regular Market Comparison

Regular Market Year on Year Comparison 30-Jun-15 30-Jun-14 % ChangeTOTAL SHARE VOLUME 3,843,432 2,891,508 33%TOTAL SHARE VALUE 11,467,172 9,480,243 21%AVERAGE DAILY SHARE VOLUME 31,504 23,701 33%AVERAGE DAILY SHARE VALUE $ 93,993 $ 77,707 21%NUMBER OF TRADES 777 598 30%NUMBER OF TRADE DAYS 122 122 0%AVERAGE SHARE PRICE $ 5.36 $ 5.47 -2%

ADVANCE/DECLINE RATIO 7/3 7/6 N/ALOCAL INDEX 2,193.49 2,161.03 2%CROSS-LISTED INDEX 1,738.13 1,676.68 4%COMPOSITE MARKET INDEX 625.59 611.75 2%LOCAL MARKET CAPITALISATIONS 5,498,518,789 5,423,749,949 1%CROSS-LISTED MARKET CAPITALISATION

2,914,676,250 2,798,239,355 4%

COMPOSITE MARKET CAPITALISATIONS

8,413,195,039 8,221,989,304 2%

NUMBER OF LISTED SECURITIES 25 26 -4%

Put-Through Market

Table 8 below illustrates Put-Through market activity for the first half of 2015. This market recorded decreases in terms of both volume traded (69%) and value (21%) for the period under examination over the corresponding period in 2014. A total of twenty-two (22) trades were conducted across six (6) securities.

Table 8: Put-Through Market Activity - 1st Half

Security No. of Trades Volume ValueBANKS HOLDINGS LIMITED 3 1,936 $ 5,659 FIRSTCARIBBEAN INTERNATIONAL BANK 1 14,166 $ 26,915 GODDARD ENTERPRISES LIMITED 5 239,069 $ 1,615,042 MASSY HOLDINGS LIMITED 1 2,780 $ 55,600 ONE CARIBBEAN MEDIA LIMITED 1 7,913 $ 54,204 SAGICOR FINANCIAL CORPORATION 11 13,720 $ 24,249Total 22 279,584 $ 1,781,669

7Block Trade & Junior Market

Neither the Block Trade Market nor the Junior Market recorded activity during the first half of 2015.

Index and Market Capitalisation Movement

The results for both the Index and Market Capitalisation measures were consistent when examined over the three, six and twelve month periods. For the second quarter of 2015, as illustrated in Table 10, only the Local Index recorded a nominal decrease of 0.03% when compared to its March 31, 2015 figure. When the comparison is extended to six months and twelve months (Table 11 and Table 12), all index measures recorded increases. The Local Index recorded the highest increase for the six month of 2.63% while the Cross-Listed Index recorded the largest increase over the twelve month of 3.66%. The upturn in index performance can be attributed to share price appreciation in seven securities most notable of which were One Caribbean Medial Limited, Insurance Corporation of Barbados Limited and FirstCaribbean International Bank. Figure 2 below tracks the Index movement over a twelve (12) month period.

The Market Capitalisation comparisons illustrated in Table 13-15, closely mirror the performance of the Index comparisons discussed above over the same three, six and twelve month periods.

Index 30-Jun-15 31-Mar-15 % ChangeLocal 2,193.49 2,194.13 -0.03%Cross-Listed 1,738.13 1,726.65 0.66%Composite 625.59 624.23 0.22%

Index 30-Jun-15 31-Dec-14 % ChangeLocal 2,193.49 2,137.26 2.63%Cross-Listed 1,738.13 1,706.54 1.85%Composite 625.59 611.23 2.35%

Index 30-Jun-15 30-Jun-14 % ChangeLocal 2,193.49 2,161.03 1.50%Cross-Listed 1,738.13 1,676.68 3.66%Composite 625.59 611.75 2.26%

Table 10: Index Comparison 2nd Quarter

Table 11: Index Comparison 1st Half

Table 12: Index Comparison Year-on-Year

8

Market Capitalisation 30-Jun-15 31-Dec-14 % ChangeLocal 5,498,518,789 5,367,178,305 2.45%Cross-Listed 2,914,676,250 2,849,599,943 2.28%Composite 8,413,195,039 8,216,778,248 2.39%

Market Capitalisation 30-Jun-15 30-Jun-14 % ChangeLocal 5,498,518,789 5,423,749,949 1.38%Cross-Listed 2,914,676,250 2,798,239,355 4.16%Composite 8,413,195,039 8,221,989,304 2.33%

Table 14: Market Capitalisation comparison 1st Half

Table 8: Market Capitalisation Comparison Year-on-Year

Please click here for the full BSE 2015 First Half Report.

Index 30-Jun-15 31-Mar-15 % ChangeLocal 5,498,518,789 5,499,741,673.59 -0.02%Cross-Listed 2,914,676,250 2,895,433,099.25 0.66%Composite 8,413,195,039 8,395,174,773 0.21%

Table 13: Market Capitalisation comparison 2nd Quarter

9

The Role of the BSE in Take-Overs for Publicly Listed Companies

A Statement by the BSE for Public Information by Marlon E. Yarde - CEO/General Manager - Barbados Stock Exchange Inc.

IntroductionA stock exchange is a marketplace for the trading of securities that are listed on its Board. The BSE does not determine the trading prices of securities. Trading of securities is done in accordance with the rules of the stock exchange that are approved by its regulator. In Barbados, the Barbados Stock Exchange Inc (BSE) is licensed as a self-regulatory organisation by the Financial Services Commission (FSC) as per section 29 of the Securities Act Cap 318A.

Take-Overs – Normal Course of BusinessTake-overs are a normal course of business activity and, over the years, the Barbados market has experienced a few which have stimulated significant market activity. Take-over bids refer to a purchases of shares (or offer to purchase) under certain statutorily defined circumstances that the legislators have decided could likely result in the purchaser attaining practical or effective control over a corporation.

Companies on any stock exchange are vulnerable to take-over, once the largest shareholder or a closely knit shareholder group does not own or control 50% plus one share or the majority of the shares of the company. There are always business persons or individuals who are looking for value opportunities to make an investment.

A business person will attempt a take-over if he believes that he will be getting value for money. In other words, he will pay a price per share in a take-over often greater than the quoted stock price but which he believes will be lower than the future value per share he will obtain over a given period of time.

There may be other strategic business objectives as well that may prompt a business person to pursue a take-over. Henry Manne1 stated, “The lower the stock price, relative to what it could be with more efficient management, the more attractive the take-over becomes to those who believe that they can manage the company more efficiently”. The price of shares listed on a stock exchange, in part, reflects the performance of management and general market and or economic conditions It can be argued that because of inefficiencies in our market, price discovery is not at its best and therefore the prices on our board may not reflect the true value of management’s performance or of the listed company.

Marlon Yarde

CEO & General ManagerBarbados Stock Exchange

1 Henry G. Manne (May 10, 1928 – January 17, 2015) was an American writer and academic, considered a founder of the law and economics discipline. He was Dean Emeritus of the George Mason University School of Law.

10Regulatory FrameworkThe legislation that governs take-overs in Barbados is The Take-Over Bid Regulations, 2002 (Regulations). Section 5 (1)(f) of the Securities Act identifies the FSC as the regulator of take-overs. The “bright-line” test for triggering a mandatory offer to all shareholders is 25% as per the Regulations. It should be noted the primary purpose of the Regulation is to provide a framework for the participants in the take-over bid, be it the bidder, the target company, the directors of the target company, or the shareholders of the target company to allow the transaction to occur in a orderly, transparent and evenhanded manner.

The Regulation stipulates what information must be placed in the Take-Over Bid Circular and the Directors’ Circular. For example the Take-Over Bid Circular must include “a statement of the withdrawal rights of the offerees and the dates before which and after which offerees who de-posit their shares may exercise those rights”.

The Directors’ Circular should provide a recommendation to shareholders concerning the acceptance, non-acceptance, or if they will not provide a recommendation. Whether directors recommend or don’t recommend a course of action to shareholders, the Regulations require them to give a reason for the position taken. The provisions of the Regulations are impartial and favor none of the participants but should allow all shareholders, large or small, the space to make a fully informed decision as to how they deal with their shares in the target company.

Types of Take-OversA take-over can be “friendly” or “hostile”. A friendly take-over is one where the managements and boards of the bidding and target company come together and work out a deal to combine with one another. The transaction is not confrontational and is mutually beneficial to both parties. The result of a friendly transaction often leads to a merger. A hostile take-over occurs when the bidding corporation makes an offer directly to the shareholders of the target company. It is usually unwelcomed by the directors, management and in some instances by the shareholders.

Should Trading of Shares be Suspended During theCurrency of a Take-Over?Some have argued that it should be mandatory to automatically suspend trading in a security that is the target of a take-over battle. The Barbados Stock Exchange does not support that approach. The BSE takes the position that trading in shares of a target company will not be suspended during the period of a take-over unless, inter alia (i) adequate information is not available to all shareholders so as to allow them to make an informed decision, (ii) there is suspicion or accusation that there has been a violation of the Rules of the BSE or the legislation.

During the period of any take-over, the Compliance Department of the BSE monitors trading; particularly that of insiders2. It should be noted that the Regulations states, “A shareholder who owns 10 per cent or more of the shares of a listed company shall declare every trade of those shares to the Exchange within one week of each such trade”.3

Once a security is suspended from trading, shareholders are not allowed to deal with their property (shares) as they see fit. The BSE is, in fact, preventing shareholders from liquidating their assets into cash if they so desire. Take-over transactions can take some time, in some instances months. Each take-over transaction has its own peculiarities and must be considered in that light.

2 As defined in the Securities Act, section 2. 3 Section 20 of the Take-Over Bid Regulations, 2002.

11It has been recently posited in the media that the BSE is not consistent in its approach and the accuser has cited the Neal & Massy Holdings Limited (NML) and ANSA McAL (McAL) battle over Barbados Shipping & Trading Company Limited (BST) when the BSE suspended trading in BST shares on July 9, 2007. There were specific reasons for that suspension.

In the case of the take-over battle for BST by NML and McAL the BSE was investigating the sudden price movements of BST’s share price during the period July 4 to 6, 2007. There was a concern of a possible violation of the then Rule 2.07.18 and sections 74 and 75 of the Securities Act. The Board of the BSE met on July 8, 2007 and decided to suspend trading in BST’s shares pending the results of the investigation. Based on the results of the investigation and acting on the advice of our attorneys and in consultation with the then Securities Commission (now the FSC) it was determined that no further action would be taken. The BSE lifted the suspension of trading in the shares of BST on July 30, 2007. What we did then, as we do with all take-over transactions, is monitor the trading in the security of the target company to ensure trading is done in accordance with the legislation and the Rules of the BSE.

ConclusionThe main purpose of the Take-Over Bid Regulations is the protection of all shareholders in the target company and it is accomplished in three ways:

1. Ensuring that information is given to the offerees relevant to their decision on whether to accept or reject the offer:

2. Ensuring offerees have time to assess the information they receive from the bidder and make an informed decision on how to deal with their shares; and

3. Requiring all offerees to be treated equally in price and pro rata participation.

The responsibility of the BSE is to ensure that we provide a fair and transparent platform to facilitate trading, including take-over transactions in compliance with the regulations and the listing rules. Suspension of trading in the shares of a listed company is a powerful tool in the hands of the BSE. It curtails the freedom of shareholders from exercising their rights to deal freely with their property. In appropriate circumstances it will be used when necessary, but it will not be applied capriciously or whimsically.

12

At the close of the first nine months of 2015, trading activity on the Barbados Stock Exchange (BSE) can only be described as positive having recorded increases in both trading volumes and values. As illustrated in Table 1, the total volume of shares traded increased by 284% while total value of shares traded increased by 456% when compared with the corresponding period in 2014. The Regular and Put-Through Markets recorded increases in terms of both volume and value while there was no activity on the Junior Market.

The Block Trade Market recorded one transaction which saw 13.1 million shares in Banks Holdings Limited trading at $4.00 per share; there were no block trades during 2014. Excluding extraordinary transactions which occurred (Banks Holdings Limited - 13,170,728 shares, $52,682,912) total traded volume and value would have increased by 69% and 115% respectively.

Q3 - 2015 Stats

Market Year-to-Date Year-to-Date Year-to-Date Year-to-Date % Change % Change 2015 Volume 2014 Volume 2015 Value 2014 Value Volume ValueRegular 8,297,498 4,560,366 $ 18,622,472 $ 11,988,386 82% 55%Put-Through 2,052,590 1,561,161 $ 14,527,560 $ 3,436,192 31% 323%Junior - - $ - $ - NA NABlock Trade 13,170,728 - $ 52,682,912 $ - NA NATotal 23,520,816 6,121,527 $ 85,832,943 $ 15,424,578 284% 456%

Table 1 –Trading Activity for First Nine Months

Market Third Quarter

Third Quarter

Third Quarter

Third Quarter

% Change % Change

2015 Volume 2014 Volume 2015 Value 2014 Value Volume ValueRegular 4,454,066 1,668,858 $ 7,155,300 $ 2,508,143 167% 185%Put-Through 1,773,006 650,785 $ 12,745,890 $ 1,188,818 172% 972%Junior - - $ - $ - NA NABlock Trade 13,170,728 - $ 52,682,912 $ - NA NATotal 19,397,800 2,319,643 $ 72,584,102 $ 3,696,961 736% 1863%

Table 2 –Trading Activity for Third Quarter

The third quarter of 2015 was characterised by increases in total trading activity as there was significant improvements in the levels of both regular and negotiated transactions. Total trading volume and value for the quarter rose by 736% and 1863% respectively (See Table 2).

13

Figure 2 – Trade Frequency Comparison

Regular Market

The Regular Market recorded increases in both the volume and value traded at the end of the third quarter of 2015. As illustrated in Table 3, the total share volume was 8,297,498, representing an increase of 82% when compared to the 4,560,366 shares recorded for the same period in 2014. There was also an increase of 55% in the value of shares traded at the end of the quarter as compared to the same period in 2014. The number of trades occurring on the Regular Market increased by 25% as 1,122 trades occurred by the close of the third quarter of 2015; this as compared to 898 trades in 2014. Figure 1 illustrates a monthly comparison of the volume of regular market trades for 2015 and 2014.

There was a reduction in the average share price, however, the advance/decline ratio improved from 7 securities advancing and 8 declining in 2014, to 8 securities advancing and 3 declining at the close of the third quarter of 2015. All market measures - indices and market capitalisation - recorded year-on-year increases. The Cross-Listed Index recorded the largest increase of 4% while the Local and Composite indices recorded increases of 2% and 3% respectively. For the Market Capitalisation measures - Local, Cross-Listed and Composite, each recorded an increase of 2% respectively. The number of securities listed for the period ended September 30, 2015 decreased to 24; down from 26 at the close of the third quarter of 2014.

BSE Regular Market Trade Frequency Comparison

Num

ber

of T

rade

s

200

150

100

50

0

2015

Jan

119 157 148 145 114 94 120 134 91

64 152 103 81 101 97 99 110 91

Feb Mar Apr May Jun Jul Aug Sep

2014

14

30-Sep-15 30-Sep-14 % ChangeTotal Share Volume 8,297,498 4,560,366 82%Total Share Value 18,622,472 11,988,386 55%Average Daily Share Volume 44,372 24,518 81%Average Daily Share Value $ 99,585 $ 64,454 55%Number of Trades 1,122 898 25%Number of Trade Days 187 186 1%Average Share Price $ 5.36 $ 5.47 -2%Advance/Decline Ratio 8/3 7/8 N/ALocal Index 2,185.88 2,136.73 2%Cross-Listed Index 1,738.92 1,676.68 4%Composite Market Index 624.28 607.29 3%Local Market Capitalization 5,478,432,217 5,365,898,408 2%Cross-Listed Market Capitalization 2,855,279,363 2,798,239,355 2%Composite Market Capitalization 8,333,711,581 8,164,137,763 2%Number of Listed Securities 24 26 -8%

Table 3 – Year on Year Regular Market Statistics

Junior Market

There was no activity on the Junior Market for the period January 1 to September 30, 2015.

Put-Through Market

Table 4 illustrates the Put-Through transactions which have occurred as at September 30, 2015. The Put-Through Market recorded increases in terms of both volume (31%) and value (323%) for the period under examination over the corresponding period in 2014. A total of forty-one (41) trades were conducted across seven (7) securities.

Table 4: Put-Through Market Activity - YTD

Security No. of Trades Volume ValueBANKS HOLDINGS LIMITED 5 21,936 $ 65,659 FIRSTCARIBBEAN INTERNATIONAL BANK 1 14,166 $ 26,915 GODDARD ENTERPRISES LIMITED 12 1,955,789 $ 14,036,216 MASSY HOLDINGS LIMITED 3 11,870 $ 282,850 ONE CARIBBEAN MEDIA LIMITED 1 7,913 $ 54,204 SAGICOR FINANCIAL CORPORATION 19 29,916 $ 52,915 TRINIDAD CEMENT LIMITED 2 11,000 $ 8,800 Total 41 2,052,590 $ 14,527,560

15

Index 30-Sep-15 30-Jun-15 % Change

Local 2,185.88 2,193.49 -0.35%Cross-Listed 1,738.92 1,738.13 0.05%Composite 624.28 625.59 -0.21%

Index 30-Sep-15 31-Dec-14 % Change

Local 2,185.88 2,137.26 2.27%Cross-Listed 1,738.92 1,706.54 1.90%Composite 624.28 611.23 2.14%

Table 5 – Index Comparison 3rd Quarter

Table 6 – Index Comparison Nine Months

Index and Market Capitalisation Movement There were mixed results for the indices and market capitalisation when examined over the past three, nine and twelve-month periods. For the third quarter, as illustrated in Table 5, only the Local and Composite Indices recorded declines of 0.35% and 0.21% respectively from their positions at June 30, 2015; there was a 0.05% increase in the Cross-Listed Index measure. When the comparison is extended to nine and twelve months (Table 6 and Table 7), all index measures recorded improvements in performance. Over the nine months the Local, Cross-Listed and Composite Indices recorded increases of 2.27%, 1.90% and 2.14% respectively while over the twelve months they recorded increases of 2.30%, 3.71% and 2.80% respectively.

The market capitalisation comparisons are illustrated in Table 8 - 9. The Market Capitalisation measures for the three month recorded declines, however, when extended to the nine and twelve months each measure recorded increases over their respective reporting positions. The third quarter results can be attributed to a 2.11% decline in the price of FirstCaribbean International Bank from $1.90 at the close of the second quarter of 2015 to $1.86 as at September 30, 2015 coupled with the cancellation of approximately 3.5 million shares in Massy Holdings Limited. Banks Holdings Limited experienced a 24.5% increase in its share price subsequent to the Block Trade transaction which saw its share price rise from $2.49 to $3.10. Figure 2 illustrates index movements over the last twelve months.

Index 30-Sep-15 30-Sep-14 % Change

Local 2,185.88 2,136.73 2.30%Cross-Listed 1,738.92 1,676.68 3.71%Composite 624.28 607.29 2.80%

Table 7 – Index Comparison Year-on-Year

16

Market Capitalisation 30-Sep-15 30-Jun-15 % Change

Local 5,478,432,217 5,498,518,789.16 -0.37%Cross-Listed 2,855,279,363 2,914,676,249.60 -2.04%Composite 8,333,711,581 8,413,195,039 -0.94%

Market Capitalisation 30-Sep-15 31-Dec-14 % Change

Local 5,478,432,217 5,367,178,305 2.07%Cross-Listed 2,855,279,363 2,849,599,943 0.20%Composite 8,333,711,581 8,216,778,248 1.42%

Table 8 – Market Capitalisation Comparison 3rd Quarter

Table 9 – Market Capitalisation Comparison Nine Months

Market Capitalisation 30-Sep-15 30-Sep-14 % Change

Local 5,478,432,217 5,365,898,408 2.10%Cross-Listed 2,855,279,363 2,798,239,355 2.04%Composite 8,333,711,581 8,164,137,763 2.08%

Table 10 – Market Capitalisation Comparison Year-on-Year

Please click here for the full BSE 2015 Third Quarter Report.

17

As part of its mission to foster an environment of confidence and trust in all activities in the capital markets through education, the BSE hosted its third annual BSE Corporate Governance & Accountability Conference (BSE CGAC) on September 24 and 25, 2015 at the Hilton Barbados Resort.

Key academics and professionals delivered on several topics related to Corporate Governance during this two-day conference, updating attendees on current trends, emerging changes and issues relating to Corporate Governance. Topics covered included: Enterprise Risk Management, Board Composition and Diversity, Financial Reporting and Auditing Requirements as well as Cyber Security Threats, Governance and Mitigation.

This year’s presenters included Professor Richard Leblanc of York University/Osgoode Hall Law School and he covered Emerging Trends & Changes in Corporate Governance. Also from York University/Osgoode Hall Law School was Professor Poonam Puri who gave an insightful presentation on Understanding Directors Fiduciary Duties in an Uncertain Legal and Business Environment.

Together, Professor Leblanc and Puri facilitated a breakout session which covered several topic areas related to Corporate Governance including Board Composition, Governance Documentation, Conflicts of Interest and Codes of Conduct and Director Education just to name a few. The true essence of this session was to get participants to actively make decisions on either the implementation of or addressing issues related to specific topics. As these decisions were being made in a structured manner, the session replicated a board or board committee scenario and illustrated to the participants how boards should actually conduct their decision making sessions. Participants thoroughly enjoyed this session as many of them noted how excellent Professors Leblanc and Puri were both with their individual presentations as well as their co-facilitated breakout session.

BSE Corporate Governance & Accountability Conference - 2015

Professor Poonam Puri

Professor Richard Leblanc

19

Mr. John Fraser, a former Senior Vice President, Internal Audit and Chief Risk Officer of Hydro One Networks Incorporated delivered a very practical and thought provoking presentation on Enterprise Risk Management (ERM). In recent times ERM has become a buzz word across many organisations as the identification, assessment and mitigation of potential risks have become increasingly critical to an organisation’s success.

Mr. Fraser also conducted an ERM breakout session in which attendees were divided into small groups and given a case study to examine. They were asked to collectively identify, assess, rate and quantify any foreseeable risks within the context of the case study. This session not only cemented what Mr. Fraser had discussed during his presentation but also acted as a team building and alignment exercise, exposing attendees to ERM processes and tools used for risk identification and mitigation while emphasising the need for continuous improvement. Attendees commented positively on the timeliness of Mr. Fraser’s presentation and highlighted his knowledge of the local and regional landscape.

Donna McManmon, Regional Sales Director - Diligent Corporation presented on the topic: Cyber Threats - Everything You Need To Know But Were Too Afraid To Ask. Ms McManmon’s presentation focused on the effectiveness of cyber security governance practices within organisations and cited reasons why it was not high on the agenda of most boards. She then looked at major cyber security risks to organisations, including its employees and their habits and outlined measures which could be put in place to reduce the organisation’s chances of being threatened by various cyber threats. Ms. McManmon then went on to expose attendees to Diligent Corporation’s Diligent Boards board portal software which was specifically designed to ensure that all board level related activities and materials are conducted and stored in a secure environment. The BSE CGAC 2015 was the second conference in which Diligent Corporation participated as both a sponsor and conference speaker and the BSE would like to thank Ms. McManmon for her contributions to the conference.

John Fraser

Donna McManmon

21

Dr. Axel Kravatzky - Chairman and Founder of the Caribbean Corporate Governance Institute (CCGI) was the first of the local/regional speakers to present to this year’s conference participants.

Dr. Kravatzky’s presentation was divided into two sections the first of which focused on the CCGI’s Corporate Governance Disclosure Matrix - BSE, TTSE & JSE. In this presentation he examined the corporate governance guidelines of the BSE, the Jamaica Stock Exchange (JSE) and the Trinidad and Tobago Stock Exchange (TTSE) highlighting their similarities and differences. The matrix also identified key areas of interest and referenced the specific sections of each exchange’s recommendations which addressed these areas. The matrix would be very beneficial to companies that are currently contemplating expansion and going public into any of the three markets.

The second portion of the presentation exposed attendees to the CCGI Chartered Director Qualification - The Gold Standard in the Caribbean program. The CCGI is a non-profit membership organisation registered with the Accreditation Council of Trinidad and Tobago (ACTT) to provide Certificate and Diploma Courses in Corporate Governance that lead to the Chartered Director qualification. The CCGI works with all Corporate Governance Stakeholders across the Caribbean to establish and maintain appropriate corporate governance standards and guidance for organisations and investors operating in the Caribbean. The BSE wishes to convey specials thanks to Dr. Kravatzky and his team at the CCGI for partnering with us for the BSE CGAC 2015. The CCGI was the proud sponsor of the BSE CGAC 2015 Networking Reception held on the evening of day one of the conference.

Andrew Brathwaite, Audit Engagement Leader at KPMG in Barbados provided pertinent information on the current climate of financial reporting and auditing in light of the recent trends in corporate governance in his presentation entitled Financial Reporting and Auditing Update.

He discussed the responsibility of directors for financial reports, improving disclosure in financial statements and the new auditors’ report. The latter was of great interest to attendees, as it seeks to ensure improved audit quality through increased transparency and enhanced communication between auditors, investors and those charged with corporate governance responsibilities. The new report renews the auditor’s focus on reported matters with the intention of increasing the levels of professional skepticism and user confidence in audit reports and financial statements.

Other key topic areas included auditor independence and ethics, auditor rotation and Key Audit Matters (KAM) focusing primarily on Fair Value and the Impairment of financial and other assets. Mr. Brathwaite closed his presentation by identifying several action points which need to be addressed including the investigation of directors and officers liability insurance and the implementation of whistle-blower programmes or tip lines to assist in fraud detection.

The BSE CGAC 2015 was the first year that KPMG has participated as both sponsor and speaker. The BSE wishes to express its gratitude for their involvement and looks forward to working with KPMG in the future.

Dr. Axel Kravatzky

Andrew Brathwaite

22

Perhaps one of the most thought provoking presentations delivered which spoke to the Caribbean region was that of Stacey Estwick, Lecturer - Department of Management Studies, University of the West Indies, Cave Hill.

Her presentation entitled Ownership Structure, Financial Management and Capital Market Development in the Caribbean examined the relationship between the various ownership structures of companies across the Caribbean region, their Financial Flexibility and made suggestions on how Corporate Governance policy can be applied to address any disparities that may exist between regional organisations and their international counterparts. Financial Flexibility essentially refers to a company’s ability to raise capital in bad times to react to unexpected expenses as well as take advantage of any opportunities to invest. To conduct this study Mrs. Estwick first described the current state of the capital markets in the Caribbean noting key components such as high levels of ownership concentration, dominance of family owned firms, preference for bank deposits and low levels of trading just to name a few.

She then expounded on the role of corporate governance in capital market development, the nature of Traditional Agency versus Agency in the Caribbean and the Principal-Principal (PP) conflict which occurs when majority shareholders attempt to extract benefits from the organisation by using their influence but usually to the detriment of the minority shareholders.

A Private Company’s View on the Applicability of Corporate Governance Practices to Their Business was the topic of a panel discussion, facilitated by Professor Richard Leblanc, held on Day 1 of the conference.

Panelists Tom Hall, Chief Executive Officer - Williams Industries Incorporated, Mr. Richard Mark, Managing Director - R. L. Mark & Company Limited were on hand to provide conference attendees with greater insight on their respective experiences having played vital roles with the implementation of corporate governance practices at their respective organisations.

Stacey Estwick

Richard Mark

24

Collectively, they highlighted the benefits and challenges they faced as well as related very practical information to attendees on techniques used to mitigate issues which occurred both during and post implementation.

Many attendees expressed their appreciation for this session as both those who were currently in the process of implementation and those contemplating implementation were able to benefit from the very practical manner in which both Mr. Hall and Mr. Mark related their experiences.

Mrs. Ronaele Dathorne-Bayrd, Engagement Leader - Corporate Services - Pricewaterhouse-Coopers SRL (PwC) also sat in on this session to provide greater understanding from a corporate governance practitioner perspective. She discussed ways in which a company such as PwC can assist companies in establishing and continuously improving their corporate governance poli-cies and procedures. PricewaterhouseCoopers, a proud sponsor of BSE CGAC 2015, is actively involved in offering guidance and advisory services to their clients, ensuring that they attain the level of success they deserve.

The BSE would like to take this opportunity to thank its partners and sponsors - Diligent Corporation, KPMG, PricewaterhouseCoopers SRL, Canadian Society of Corporate Secretaries (CSCS) and the Caribbean Corporate Governance Institute (CCGI) - without whom this conference would not be possible.

Tom Hall

Ronaele Dathorne-Bayrd

26

Conference GalleryDay 1

John Fraser discusses Enterprise Risk Management. Prize winner Kerry-Ann Cato accepts her copy of ‘Implementing Enterprise Risk Management Case Studies and Best Practices’ from its author John Fraser.

Participants in discussion during one of the two breakout sessions.

Participants in discussion during one of the two breakout sessions.

27

Conference GalleryDay 2

Professor Poonam Puri delivering her presentation to participants.

Professor Poonam Puri, Andrew Brathwaite, John Fraser, Richard Mark & Richard Leblanc share their final thoughts on the conference with conference participants.

Professor Richard Leblanc facilitates a panel discussion with panelists (l - r) Ronaele Dathorne-Bayrd (PWC), Richard Mark (R.L. Mark & Company Ltd.) and Tom Hall (Williams Industries).

Professor Richard Leblanc delivering his presentation to participants.

�om the Board of Directors, Management and Sta of the Barbados Stock Exchange.

8th Avenue Belleville, St. Michael BB11114, BarbadosT: (246) 436-9871/2 | F: (246) 429-8942 | www.bse.com.bb

GreetingsSeason’s