Source document: https://docs-lawep.s3.us-east-2.amazonaws.com/1698075224988.pdf (Guyana)
GUYANA SECURITIES COUNCIL “Promoting integrity, stability, orderliness and confidence in the local securities market.” Page 3 ANNUAL REPORT | 2015 Page 4 GUYANA SECURITIES COUNCIL Contents Page 7 Transmittal Letter Pages 8 - 9 About the Council Page 10 The Council Members Page 11 Staff of the Council Pages 12 - 16 Activities of the Council Summary of Operations Pages 17 - 19 Summary of Litigation Pages 20 - 30 Financial Statements Pages 31 - 35 Appendices Page 5 ANNUAL REPORT | 2015 PREPARATION OF ANNUAL REPORT Section 20 of the Securities Industry Act 1998 states: (1) The Council shall within four months of the end of each financial year send an annual report to the Minister who shall cause it to be laid in the National Assembly within thirty days after he receives it.
(2) Copies of an annual report shall be available to the public on or before the expiration of fourteen days after it is required to be laid in the National Assembly under subsection (1).

Presented herein is the Guyana Securities Council’s 2015 Annual Report as sent to the Minister of Finance, pursuant to Section 20 of the Securities Industry Act, 1998.
OTHER INFORMATION Our Bankers Bank of Nova Scotia Robb Street, Georgetown Auditors Nizam Ali and Company 215 ‘C’ Camp Street, Georgetown Republic Bank (Guyana) Ltd, 38-40 Water Street, Georgetown The Audit Office of Guyana 63 High St., Georgetown Financial Analysts Ram and McRae 157 ‘C’ Waterloo St, Georgetown Legal Counsel Fraser Housty and Yearwood 260 Middle St., Georgetown Nizam Ali and Company 215 ‘C’ Camp Street, Georgetown C. A. Nigel Hughes 62 Hadfield & Cross Sts., Georgetown Abiola Wong-Innis ‘Denning Chambers’ Lot 1 Croal St, Georgetown Page 6 GUYANA SECURITIES COUNCIL Transmittal Letter 19th April, 2016 Mr. Winston Jordan, M.P The Honourable Minster of Finance Ministry of Finance Main & Urquhart Streets Georgetown Dear Honourable Minister Re: 2015 Annual Report | Guyana Securities Council As required under section 30 (5) of the Securities Industry Act No.
21 of 1998, I have the honour of submitting to you the Guyana Securities Council’s Annual Report for 2015, together with the Statements of Revenue and Expenditure, Financial Position and Cash Flows as prepared by the External Auditors.
Yours sincerely Cheryl Ibbott Chief Executive Officer Page 7 ANNUAL REPORT | 2015 About the Council OUR VISION POWERS OF THE COUNCIL To promote integrity, stability, orderliness and Under Section 6 of the Securities Industry Act 1998 confidence in the local Securities Market.
(S.I.A), the Council has the power to: MISSION STATEMENT (a) deal with such matters as may be referred to it by The Guyana Securities Council is an independent any person registered with the Council under the S.I.A autonomous body established with a mission to ensure from time to time; the orderly growth and development of the securities (b) formulate principles for the guidance of the securities market within a dynamic regulatory framework that industry; facilitates the mobilization of capital in the national (c) monitor the solvency of registrants and take interest and in a transparent, efficient, fair and measures to protect the interest of customers where competitive manner.
the solvency of any such registrant is in doubt; FUNCTIONS OF THE COUNCIL (d) adopt measures to supervise and minimize any conflict of interests that may arise in the case of brokers The principal functions of the Council, under Section 5 or dealers; of the Securities Industry Act 1998 (S.I.A), are to: (e) review, approve and regulate take-overs, amalgamations and all forms of business combinations (a) advise the Minister of Finance on all matters relating in accordance with the S.I.A or with written law in all to securities; cases in which it considers its expedient or appropriate (b) maintain surveillance over the securities market and to do so; ensure orderly, fair and equitable dealings in securities; (f) review the contents of prospectuses, offering (c) register, authorize or regulate, in accordance with the circulars or any form of solicitation, advertisement or Securities Industry Act 1998, self regulatory organization, announcement by which securities are offered for sale securities companies, securities intermediaries, brokers, to the public; review the contents of prospectuses, dealer, traders, underwriters, issuers and investment offering circulars or any form of solicitation, advisers, and control and supervise their activities with (g) take action against persons registered or required a view to maintaining proper standards of conduct and to be registered under the S.I.A for failing to comply professionalism in the securities business; therewith; (d) protect the integrity of the securities market against (h) undertake such other activities, including the making abuse arising from the practice of insider trading; of regulations, as are necessary or expedient for giving (e) create and promote such conditions in the full effect to the S.I.A .
securities market as it may seem necessary, advisable (i) do all things which may be necessary or expedient or or appropriate to ensure the orderly growth and are incidental or conducive to the discharge of any of its development of the capital market.

functions and powers under the S.I.A.

Page 8 GUYANA SECURITIES COUNCIL About the Council The Guyana Securities Council is an independent autonomous body established by Section 4 of the Securities Industry Act 1998.
The Securities Industry Act 1998 is an Act that provides for the registration of securities brokers and dealers, self- regulatory organizations, and issuers of securities.

It also provides for the regulation of securities issuances; with the purpose of encouraging capital formation and the growth of efficient securities markets, while protecting purchasers of securities and promoting ethical behavior in the securities industry.
There is a proposed re-write to the Securities Industry Act, which will address the deficiencies therein, and as a result will strengthen the legislative structure of the Securities Industry.

In addition to the re-write of the principal legislation, the Council is also proposing to have its Corporate Governance Guidelines formed into regulations.

Also proposed is the review and implementation of the Collective Investment Schemes Bill.
LEGISLATIVE FRAMEWORK The Council is principally mandated to administer the following legislations: - Securities Industry Act 1998 - Securities Industry Regulations 2002 - Securities Industry (Registration of Market Participants) Regulations - Securities Industry (Conduct of Business) Regulations - Securities Industry (Accounting and Financial Statements) Regulations - Securities Industry (Advertisements) Regulations - Securities Industry (Disclosure by Reporting Issuers) Regulations - Securities Industry (Prospectus) Regulations - Securities Industry (Registration of Issuer of Securities) Regulations - Anti-Money Laundering and Countering the Financing of Terrorism Act 2009 - Anti-Money Laundering and Countering the Financing of Terrorism (Amendment) Act 2015 - Anti-Money Laundering and Countering the Financing of Terrorism Regulations 2010 - Anti-Money Laundering and Countering the Financing of Terrorism Regulations 2015 PUBLUICATIONS BY THE COUNCIL - Prospectus Guidelines - S.I.A Stakeholders Audit Manual for G.A.S.C.I - Corporate Governance Guidelines - Manual for AML / CFT Examinations - Corporate Governance Compliance Highlights for Reporting Issuers Page 9 ANNUAL REPORT | 2015 The Council Members The Guyana Securities Council’s Board of Directors is comprised of four (4) Council Members, including the Chairman.
The current Board’s term comes to an end on 31st December, 2018.

Bank of Guyana Dr. Terrence Smith, Madam Justice Ret’d Claudette Singh, and Mrs. Donna Levi.

Mr. Cholmondeley serves as the Chairman.

During 2015, there was a change in the composition of the Council’s Board.

Effective 1st August, 2015, a new Board was appointed by cabinet.
The new Board is made up of the following persons: Mr. Keith Cholmondeley, Deputy Governor of the The previous board that served for the years prior to the appointment new Board, and during 2015 were: Mr. Brian James, Mr. Brynmor Pollard, S.C, Former Accountant General Mrs. Linda Gossai, and Former Deputy Governor of the Bank of Guyana Mr. Leslie Glen.

Mr. James was serving as Chairman.
Mr. Keith Cholmondeley, Chairman Madam Justice Ret’d Claudette Singh, Member Mrs. Donna Levi, Member Dr. Terrence Smith, Member Page 10 GUYANA SECURITIES COUNCIL Staff of the Council Ms. Cheryl Ibbott, General Manager / Chief Executive Officer Mr. Shaun Allicock, Legal Counsel / Corporate Secretary Mr. Vivakhanand Permanand, Surveillance & Systems Coordinator Ms. Janelle Fu-Sum, Market Surveillance Officer Ms. Krystal Pereira, Office Clerk / Typist Mr. Melroy Griffith, Office Assistant Page 11 ANNUAL REPORT | 2015 Activities of the Council SUMMARY OF OPERATIONS The Guyana Securities Council in executing its mandate under Sections 5 (a) – (e) and 6 (a) – (i) of the Securities Industry Act 1998, performs the following fundamental duties, among others: 1.
Registration of all public companies; a.

Registration of Annual Registration Statements; 2.

Analyze all company’s Annual Reports and Interim Reports for: a.

Disclosure obligations relating to the delivery of accounts; b.
Review the information in the accompanying director’s report; c. Review the acquisition or disposal of major assets; d. Review transactions with related parties and companies; e. Review information with regards to shareholders, substantial shareholdings, board meetings, board discussions and notifications to the Council; 3.

Register all Treasury Bills issued by the Bank of Guyana; 4.

Register and publish by 31st March, each year, a list of all valid registrants, by class of registration; 5.
Maintaining actual register for all Market Participants and registrants registered by the Council; 6.

Surveillance of the Securities Market; oversight of the Self-Regulatory Organisation (SRO), the Guyana Association of Securities Companies and Intermediaries (GASCI); 7.
Monitor the Stock Exchange for: - Protection of investors and public interest; - Fostering of corporation and coordination among persons who clear, settle, regulate and process information to facilitate trading in securities; - Ensuring the fair representation of the SRO members; - Prevent deceptive and manipulative practices from occurring in the securities market; - Ensure both on and off platform trades are done using fair trading practices - Review and analyze the SRO’s and Market Participant’s Annual Reports; - Investigate unfair pricing of securities – the Council is currently investigating the pricing of several Reporting Issuers shares used by attorneys to settle deceased persons estates; - Monitor the registered Market Participants for independence, material interest, ensuring their customers understand the risks, customer agreements and after market transactions.
This type of monitoring is done on a continuous basis with the SRO and Market Participants; The Council’s functions and powers are mandated by the Securities Industry Act 1998 and Regulations thereto, and the actions the Council undertakes is reactive to the misconduct and non-compliance of the Registrants, Market Participants, Reporting Issuers and other Stakeholders of the Securities Industry.
Page 12 GUYANA SECURITIES COUNCIL Activities of the Council ANTI-MONEY LAUNDERING AND COUNTERING THE FINANCING OF TERRORISM The Council also has a secondary mandate as a Supervisory Authority under the Anti-money Laundering and Countering the Financing of Terrorism Act 2009.
Section 22 (c) of the AML/CFT Act 2009 gives the Council the responsibility as a Supervisory Authority for reporting entities who perform the business activities specified in the Fourth Schedule of the Act, which are enumerated below: 1.

Trading for own account or for account of customers in money market instruments (such as cheques, bills, certificates of deposit), foreign exchange, financial futures and options, exchange and interest rate instruments, and transferable securities.

2.
2.

Underwriting share issues and participation in such issues.

3.

Advice to undertakings on capital structure, industrial strategy and related questions, and advice and services relating to mergers and the purchase of undertakings; 4.

Money-broking; 5.

Portfolio management and advice; 6.

Safekeeping and administration of securities; 7.

Venture risk capital; 8.

Unit trusts; During 2015, the Council conducted on-site examinations of all its Market Participants for the 2014 fiscal year.
In 2014, the Council conducted these examinations for the period 2009 - 2013.

The reports of these examinations were sent to the Financial Intelligence Unit for review and further action.

The Council has limited human and financial resources, however with its current compliment of staff, the Council is fulfilling its mandate under the Anti-Money Laundering and Countering the Financing of Terrorism Act 2009.
WORKSHOPS AND TRAINING The Council conducts annual training sessions for its Market Participants under the Securities Industry Act and its reporting entities under the AML/CFT Act annually.

These training programs are highly beneficial to the stakeholders involved, as they increase the awareness of the requirements to ensure compliance with the various pieces of legislation, as well as to identify any risks that may be existing in their operations, and how they can mitigate those risks.
The agencies which benefit from the Council’s training are all the stakeholders of the Securities Industry, including all Market Participants.

The Reporting Issuers are also invited to attend.

Other agencies that are invited are the Bank of Guyana, Guyana Police Force, Special Organised Crime Unit and the State Asset Recovery Unit.

Page 13 ANNUAL REPORT | 2015 Activities of the Council ANTI-MONEY LAUNDERING AND COUNTERING THE FINANCING OF TERRORISM TRAINING OVERVIEW – (most recent, Oct. 2015) A.
Understanding Money Laundering i.

Latest techniques and methods used by money launderers ii.

The key organizations/institutions: their roles and influence iii.

The changing Anti Money Laundering regime and why these changes are necessary iv.

Processes and the latest global measures taken to combat Money laundering.

B.

Transaction Monitoring- Understanding these systems and their scope i.

Approach to effective Transaction Monitoring ii.


Identifying ‘’Suspicious Transactions’’ and ‘’ Suspicious Activities” iii.

The benefits and limitations of Transaction Monitoring iv.

Understanding the limits of alert generation C. Customer and Client Due Diligence i.

The risk-based assessment and analysis ii.

The new requirements- what is expected of you and your organisation iii.

The internal controls, procedures and documentation that should be in place D. Reporting i.
The regulatory requirements for reporting Money Laundering ii.

The key controls to have in place and how these should be reviewed/audited iii.

Internal documentation, training and support E. Considerations for Internal Auditors – External Risks and considerations i.

The risks of non compliance ii.

Precautionary measures and responsibilities of Internal Audit iii.

Planning the Anti money Laundering Internal Audit iv.
Further Specialist Assistance – Significance v. Benchmark guidance on best practices F. Securities Industry Personnel i.

New trends in AML/CFT i.

Trade based money laundering ii.

Updates from FATF/CFATF iii.

Terrorism in the Caribbean iv.

Sanctions Update i. UN Sanctions List update v. Board of Directors Role & Responsibilities in AML/ CFT vi.
Updates to Guyana Anti-Money Laundering Legislation BUDGET AND FUNDING The Guyana Securities Council is funded through subvention allocations from the Ministry of Finance.

Illustrated below is a brief summary of the Council’s budgetary allocations over the past 5 years and its total spending on annual expenditure, extracted from the Audited Financial Statements for each year.
Year Subvention Received Annual Expenditure 2011 2012 2013 2014 2015 41,568,894 45,888,580 48,025,960 69,227,076 72,695,304 47,489,084 51,118,902 54,911,486 68,116,036 70,269,267 Page 14 GUYANA SECURITIES COUNCIL Activities of the Council During the years 2011 - 2013, the subvention deficit was financed by the Council’s deferred revenue.

Any excess of revenue over expenditure is transferred to the deferred revenue, to be utilized during the next financial year.
The Council can have other methods of financing for new market available, participants and Reporting Issuers.

However, these fees are nominal, and are only paid once on registration.

In the proposed legislation, the fee structure can be re- worked to facillatate annual registration fees for all registrants and issuers, including all Market Participants, Reporting Issuers and Government Agencies which issue securities (e.g.

Treasury Bills, etc.)

i.e.


registration fees REGIONALLY AND INTERNATIONALLY The Council is a member of several organisations within the region, namely the Caribbean Group of Securities Regulators (CGSR), the Council of Securities Regulators of the Americas (COSRA) and the Caribbean Regional Technical Assistance Centre (CARTAC).

These organisations host several meetings and workshops annually which the Council is required to participate in.
Among the issues being discussed is the Regional Choice of Law and Rule of Law Guidelines.

The (IOSCO).
The (IOSCO).

The Council in September 2005, applied to become a member of the International Organisation of Securities Commissions IOSCO Multilateral Memorandum of Understanding on Cooperation and Consultation and the Exchange of Information (the MMoU), provides a global framework for enforcement co-operation between securities regulators, thereby helping to ensure effective global regulation and to preserve the strength of securities markets.
It is a critical IOSCO work-stream, and is rightly regarded international co-operation as the benchmark for in enforcement matters.

The main impediments preventing Guyana from becoming a signatory to the MMoU are as follows: a reporting issuer.

Additionally, Guyana’s legislation is not specific with respect to how to acquire information from banks; •The Bank of Guyana is limited in its sharing information, depending on the Finance Minister or any lawful order of Court for obtaining the information.
The MMoU envisages that signatories will provide in the to each other comprehensive assistance investigation and prosecution of securities-related crime and misconduct.

In increasingly globalised markets, the ability to obtain information and exchange it with overseas counterparts, as facilitated by the MMoU, is critical to Regulators’ success in this field.
MMoU signatories, and the markets to which they belong, benefit from international recognition in that they adhere to robust standards in the investigation of cross- border crime, and that they are participants in a global enforcement regime, which contributes to maintaining fair and efficient markets.

That recognition may inform the perceptions of international organisations involved in global regulation.
For example, the Financial Stability Board and other standard-setters use the MMoU as a benchmark when conducting their own assessments.

Moreover, whether or not a jurisdiction is a signatory to the MMoU may influence the perceptions of international investors as to market credibility.

There are now 91 signatories to the MMoU, representing approximately 94% of the world’s securities markets, and IOSCO is determined to ensuring global coverage.
It is therefore becoming essential for all regulators to sign the MMoU, not only to ensure effective international enforcement, but for their reputation, and the economic health of the jurisdictions to which they belong.
•The Council does not have direct access to bank records, depending on the Bank of Guyana to obtain this information when a bank is not a market participant or Currently, becoming an ordinary IOSCO member is conditional upon signing the MMoU, a pre-requisite Page 15 ANNUAL REPORT | 2015 of which is the ability to obtain, and disclose to other regulators, certain specific information that may be critical to enforcement cases.
Very often, acquiring that ability may require significant legislative change within an applicant’s jurisdiction.

However, the benefits of becoming an IOSCO member are numerous.

There are reputational advantages and, for example, other international organisations such as the IMF and the World Bank refer not only to the IOSCO MMoU, but to the IOSCO Objectives and Principles of Securities Regulation and the IOSCO Assessment Methodology when conducting their own jurisdictional assessments.
Domestic markets may experience more tangible benefits, such as increased capital flows, which will derive from increased investor confidence.

In addition, there are hugely significant benefits in terms of the IOSCO Education and Training Program, and other IOSCO capacity building initiatives.

All Securities Commissions were required to be IOSCO compliant, however this benchmark has been shifted to Country compliance.
This condition should be satisfied by the re-write of the Securities Industry legislation, and the possible amendments to the Financial Institutions Act to allow for the sharing of information.

Page 16 GUYANA SECURITIES COUNCIL Summary of Litigation Case Name: Guyana Securities Council: v Application by GBTI et anor 34M/2015 Nature of Claim Claim for Mandamus to force issue of Prospectus receipts Status: The matter strands adjourned to the 3rd day of March, 2016 for report/arguments.
Case Name: Guyana Securities Council: Estate of Webster v 908/2014 Nature of Claim Claim to allow estate to proceed except the shares subject matter of Action No.

91CD/2014 Status: By consent order granted in May 2015.

Case Name: Guyana Securities Council –v- Ron Webster, Et Al Action No.91CD/2014 Nature of Claim: Claim to set aside share transfer and disgorgement of profits Status: Interlocutory proceedings on a summons to dismiss the action are being heard.
Case Name: GUYANA SECURITIES COUNCIL –v- GUYANA STOCKFEEDS 2014 HC-DEM-CIV-248/SA Nature of Claim: Claim to rectify interim report.

Status: The matter strands adjourned to the 9th March, 2016 for report in the course of settlement Case Name: Nature of Claim: GUYANA SECURITIES COUNCIL: APPLICATION BY BANKS DIH LIMITED, ACTION NO.
705-SA/2011 A declaration that the information requested by the defendant is not within functions conferred on the Council by the Act or Regulations made thereunder and interpretation of the provisions of the Services Industry Act 1998 Status: Decision given against the Guyana Securities Council, matter appealed.

Case Name: GUYANA SECURITIES COUNCIL -V- BANKS DIH, FULL COURT APPEAL, APPEAL NO.
Nature of Claim: On appeal from the interlocutory decision of a Judge in Chambers in Originating Summons proceedings No.

705-SA/2011 DEMERARA Status: Awaiting notification of fixture for appeal.
Page 17 ANNUAL REPORT | 2015 Summary of Litigation Case Name: GUYANA SECURITIES COUNCIL: EVANS V 376-W/2012 Nature of Claim: Status: The plaintiff claims in the aforementioned matter that the second-named defendant wrongfully and unlawfully, and without lawful authority purportedly terminated her employment as secretary of Guyana Securities Council.
Judgment granted against the Defendant Council on the 30th December, 2015 in the sum of $2,208,328 (two million two hundred and eight thousand three hundred and twenty eight dollars), together with interest thereon at the rate of 6% per annum from the 24th day of September, 2012 to the 30th day of December, 2015.

Case Name: GUYANA SECURITIES COUNCIL: DDL, ACTION NO.
489/W/2010 Nature of Claim: Claim for declaration and other orders re the filing of order in the Court Registry on 18th November, 2009, books in contempt of court and in violation of the orders of Insanally J on the 23rd November, 2009.

Status: Matter taken off the list pending the determination of 149M of 2009.
Case Name: GUYANA SECURITIES COUNCIL: TRUST COMPANY NO.157/W/2010 (GUYANA) LTD, ACTION Nature of Claim: Various declarations relating to the relationship between Guyana Securities Council and Trust Co.

Status: Awaiting call over date.

Case Name: GUYANA SECURITIES COUNCIL A.B.

AND CHERYL IBBOTT V DEMERARA DISTILLERS LIMITED, COURT OF APPEAL, APPEAL NO.

41/2004 Nature of Claim: An appeal from the decision of the learned Chief Justice to the Full Court in Action no.
384/04/W Status: Matter may be abandoned.

Case Name: BANKS DIH –V- GUYANA SECURITIES COUNCIL CIVIL APPEAL, APPEAL NO.22/07 Nature of Claim: Appeal from refusal of Prerogative writ to quash the decision of the Guyana Securities Council to appoint an investigator to investigate the applicant pursuant to section 133(1) Securities Industries Act 1988.
Status: Matter is still pending Page 18 GUYANA SECURITIES COUNCIL Summary of Litigation Case Name: GUYANA SECURITIES COUNCIL: APPLICATION BY BANKS DIH, ACTION NO.20/06M Nature of Claim: Application for Prerogative Writ of Certiorari of Prohibition directed against Guyana Securities Council with regards to their finding that Banks DIH Ltd was in contravention of regulation 6 (d) (1) of the Securities Industry (disclosure by reporting issuers) Regulation 2002.
Status: Awaiting notification of fixture (last heard on the 27th October, 06) Case Name: GUYANA SECURITIES COUNCIL: APPLICATION BY BANKS DIH, ACTION NO.200/06-SA Nature of Claim: Originating Summons issued by Banks DIH seeking interpretation of Section 199 (6) of the Companies Act no.

29 of 1991 and section 6 (d) 1 of the Securities Industries (disclosure by reporting issuers) regulation no.

8 of 2002.

Status: Decision given against the Guyana Securities Council, matter appealed.
Case Name: GUYANA SECURITIES COUNCIL v: BANKS DIH, COURT OF APPEAL, APPEAL NO.

Nature of Claim: On appeal from the interlocutory decision of a judge in Chambers in Originating Summons proceedings No.

200-SA/2006 DEMERARA Status: Awaiting notification of fixture for appeal.

Case Name: RE: GUYANA SECURITIES COUNCIL –v- GASCI, ACTION NO.618 C/D/08 Nature of Claim: Claim for declaration regarding length of time for notice of closure of stock exchange.

Status: By consent parties agreed to two week’s notice.
Matter completed in 2014.

Case Name: GUYANA SECURITIES COUNCIL: APPLICATION BY DEMERARA DISTILLERS LIMITED, ACTION NO.

149-M/09 Nature of Claim: Judicial Review of Guyana Securities Council’s imposition fine as penalty for Demerara Distillers Limited contravention of Regulations under SI Act 1998.

Status: Awaiting notification of date for continuation.
Page 19 ANNUAL REPORT | 2015 Audited Financial Statements for the Fiscal Year Ended December 31, 2015 Page 20 GUYANA SECURITIES COUNCIL AUDITORS’ REPORT TO THE COUNCIL MEMBERS GUYANA SECURITIES COUNCIL We have audited the accompanying financial statements of Guyana Securities Council; which comprise the statement of financial position as at December 31, 2015 and the statements of revenue and expenditure, and cash flows for the year then ended, and a summary of significant accounting policies and other explanatory notes.
Management's Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards.
This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of the financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.

Auditors' Responsibility Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with International Standards on Auditing.

Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain evidence about the amounts and disclosures in the financial statements.
The procedures selected depend on the auditors' judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
In making those risk assessments, the auditors consider internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control.
An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion In our opinion, the financial statements present fairly, in all material respects, the financial position of the Council as of December 31, 2015 and its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards and comply with the requirements of the Securities Industry Act 1998.
Chartered Accountants Georgetown, Guyana March 14, 2016 1 Page 21 ANNUAL REPORT | 2015 GUYANA SECURITIES COUNCIL Statement of Financial Position As at December 31, 2015 With comparatives figures for December 31, 2014 (Expressed in Guyana Dollars) Non - current assets Furniture, equipment and books Current assets Cash and bank Accounts receivable Total current assets Total assets Liabilities Deferred revenue Accounts payable and accrued charges Total liabilities Notes 2015 $ 7 5 11 10 9 516,847 516,847 20,017,860 - 20,017,860 20,534,707 18,738,207 1,796,500 20,534,707 2014 $ 1,005,640 1,005,640 16,143,685 41,680 16,185,365 17,191,005 16,172,170 1,018,835 17,191,005 Chairman Member Member The accompanying notes form an integral part of these financial statements Page 22 2 GUYANA SECURITIES COUNCIL GUYANA SECURITIES COUNCIL Statement of Revenue and Expenditure for the year ended December 31, 2015 With comparatives figures for December 31, 2014 (Expressed in Guyana Dollars) Notes 2015 $ Revenue Subvention Transfer to deferred income Fines and fees Total income Expenditure Council members' fees Salaries and short term benefits Professional fees Communication Stationery Advertising and publication Depreciation Audit fees Conference and training expenses Miscellaneous Entertainment Insurance 4 10 12 6 72,695,304 (2,566,037) 70,129,267 140,000 70,269,267 6,534,000 46,377,795 10,078,000 405,924 236,801 60,533 707,347 599,875 4,475,423 773,174 - 20,395 70,269,267 2014 $ 69,227,076 (186,952) 69,040,124 150,141 69,190,265
 6,534,000 45,007,590 8,229,387 416,239 168,726 1,029,646 689,384 580,000 5,863,005 570,364 81,529 20,395 69,190,265 The accompanying notes form an integral part of these financial statements 3 Page 23 ANNUAL REPORT | 2015 GUYANA SECURITIES COUNCIL Statement of Cash Flows For the year ended December 31, 2015 With comparatives figures for December 31, 2014 (Expressed in Guyana Dollars) Cash flow from operating activities Expenditure Other income Adjustments for: Depreciation Decrease (increase) in accounts receivable Increase in accounts payable and accrued charges 2015 $ (70,269,267) 140,000 (70,129,267) 707,347 41,680 777,665 2014 $ (69,190,265) 150,141 (69,040,124) 689,384 (5,300) 428,855 Net cash outflows from operating activities (68,602,575) (67,927,185) Cash flow from investing activities Purchase of furniture ,equipment and books Net cash outflow from investing activities Cash flow from financing activities Subvention Net cash inflow from financing activities Net increase in cash and cash equivalents Cash and cash equivalents as at the beginning of year Cash and cash equivalents as at the end of year (218,554) (218,554) 72,695,304 72,695,304 3,874,175 16,143,685 20,017,860 (95,000) (95,000) 69,227,076 69,227,076 1,204,891 14,938,794 16,143,685 Cash at bank and hand as at the end of year 20,017,860 16,143,685 The accompanying notes form an integral part of these financial statements Page 24 4 GUYANA SECURITIES COUNCIL GUYANA SECURITIES COUNCIL Notes to financial
 statements December 31, 2015 (Expressed in Guyana Dollars) 1.
Entity identification and principal function The Guyana Securities Council (the 'Council') is a statutory body created by the Securities Industry Act 1998 and brought into existence by Ministerial Order No 5 of 2000 by the Minister of Finance with effect from December 16, 2000.

The Council commenced activities on September 24, 2001.
The members of the Council during 2015 were: Council Member Mr. Brian James - Chairman Mr. Brynmor Pollard, S.C - Member Ms. Linda Gossai - Member Mr. Keith Cholmondeley - Chairman Ms. Donna Levi - Member Ms. Claudette Singh - Member Mr. Leslie Glen.
- Member Dr. Terence Smith - Member Period served January 1, 2015 - July 31, 2015 January 1, 2015 - July 31, 2015 January 1, 2015 - July 31, 2015 August 1, 2015 - December 31, 2015 August 1, 2015 - December 31, 2015 August 1, 2015 - December 31, 2015 January 1, 2015 - October 31, 2015) November 1, 2015 - December 31, 2015 The principal functions of the Council are to: (a) advise the Minister of Finance on all matters relating to securities, (b) (c) maintain surveillance over the securities market and ensure orderly, fair and equitable dealings in securities, register, authorize or regulate, in accordance with the Securities Industry Act 1998, self regulatory organization, securities companies, securities intermediaries, brokers, dealers, traders, underwriters, issuers and investment advisers, and control and supervise their activities with a view to maintaining proper standards of conduct and professionalism in the securities business, (d) protect the integrity of the securities market against abuse arising from the practice of insider trading, (e) create and promote such conditions in the securities market as it may seem necessary, advisable or appropriate to ensure the orderly growth and development of the capital market.
2.

New standards and interpretations not yet adopted A number of new standards, amendments to standards and interpretations are not yet effective for the year ended December 31, 2015 and have not been applied in preparing these financial statements.

None of these will have a significant impact on the financial statements of the Council.

3.
3.

Significant accounting policies (a) Accounting convention The financial statements have been prepared in accordance with International Financial Reporting Standards adopted by the Institute of Chartered Accountants of Guyana.

The Members of the Council approved these financial statements for issue on March 14, 2016.

5 Page 25 ANNUAL REPORT | 2015 GUYANA SECURITIES COUNCIL Notes to financial statements December 31, 2015 (Expressed in Guyana Dollars) 3.
Significant accounting policies continued (b) Subvention Subvention that compensate the Council's costs are recognized in the statement of revenue and expenditure in the period that these costs are incurred.

Subvention relating to purchase of equipment is credited to the statement of revenue and expenditure on a straight line basis over the expected lives of the related assets.
(c) Registration fees Registration fees are collected from reporting issuers upon submission of the registration statement to the Council as required under Sections 56 and 57 of the Securities Industry Act 1998.

The registration fees are recognized in the statement of revenue and expenditure in the period that related registration statements are submitted to the Council.
(d) Foreign currency transactions Foreign currency transactions are translated at the exchange rates prevailing at the dates of these transactions.

At the statement of financial position date, any monetary assets and liabilities denominated in foreign currencies are translated to Guyana Dollars at the prevailing rates at that date.

Exchange differences on foreign currency transactions are recognized in the statement of revenue and expenditure.
(e) Expense recognition Expenses are recognized on an accrual basis.

(f) Comparatives Where necessary, comparatives have been adjusted to conform with changes in presentation in the current year.

(g) Furniture, equipment and books Furniture, equipment and books are stated at cost less accumulated depreciation.

Depreciation is calculated on a straight line basis at rates estimated to write off the assets over their expected useful lives.
The current annual rates of depreciation are: Furniture Equipment Books 10% 20% 10% (h) Deferred revenue Deferred revenue are unrestricted funds which are available for use at the discretion of the Council in furtherance of the principal functions of the Council and which have not been designated for other purposes.

Page 26 6 GUYANA SECURITIES COUNCIL GUYANA SECURITIES COUNCIL Notes to financial statements December 31, 2015 (Expressed in Guyana Dollars) 4.
Subvention The Council received a subvention of G$72,695,304 (2014 - G$69,227,076) Guyana Dollars from the Government of Guyana during the year to cover operating costs.

Unused funds are carried forward to future periods and account for as deferred revenue.

5.

Cash resources Bank of Nova Scotia Republic Bank Guyana Limited 6.
Council members' fees B. James B. Pollard L. Gossai L. Glen K. Cholmondeley D. Levi C. Singh T. Smith 2015 $ 14,114,330 5,903,530 20,017,860 2015 $ 1,386,000 808,500 808,500 1,155,000 990,000 577,500 577,500 231,000 2014 $ 7,419,466 8,724,219 16,143,685 2014 $ 2,376,000 1,386,000 1,386,000 1,386,000 - - - - 6,534,000 6,534,000 7 Page 27 ANNUAL REPORT | 2015 GUYANA SECURITIES COUNCIL Notes to financial statements December 31, 2015 (Expressed in Guyana Dollars) 7.
Furniture, equipment & books Costs As at beginning and end of year Additions As at end of year Depreciation As at beginning of year Charges for the year As at end of year Net book value As at end of year Furniture $ Equipment $ Books $ Total $ 3,179,457 218,554 3,398,011 2,531,187 2,608,711 2,531,187 2,608,711 - 8,319,355 218,554 8,537,909 (2,609,479) (335,909) (2,945,388) (2,363,619) (110,567) (2,474,186) (2,340,617) (260,871) (2,601,488) (7,313,715) (707,347) (8,021,062) 452,623 57,001 7,223 516,847 As at beginning of year 569,978 167,568 268,094 1,005,640 8.
Key management compensation Council Members and three individuals are considered key management personnel.

The remuneration paid to key management personnel for the year was as follows : 2015 $ 2014 $ Salaries and short term benefits 48,762,528 47,836,228 Page 28 8 GUYANA SECURITIES COUNCIL GUYANA SECURITIES COUNCIL Notes to financial statements December 31, 2015 (Expressed in Guyana Dollars) 9.

Accounts payable and accrued charges Professional fees Telephone Audit Fee Internet Other Payables 10.
Deferred revenue Balance at beginning of year Transfer to statement of revenue and expenditure Balance at end of year 11.

Accounts receivable Prepayments 12.

Other income Fines and Registration fees 13.


Financial instruments 2015 $ 900,000 - 580,000 - 316,500 2014 $ 400,000 28,855 580,000 9,980 - 1,796,500 1,018,835 2015 $ 16,172,170 2,566,037 18,738,207 2015 $ - - 2015 $ 140,000 140,000 2014 $ 15,985,218 186,952 16,172,170 2014 $ 41,680 41,680 2014 $ 150,141 150,141 The Council's financial instruments comprise of cash and bank balances, accounts receivable, accounts payable and accrued charges.
(i) Credit Risk Credit Risk on accounts receivable is limited as accounts receivable are shown net of provision of bad debts.

Management believes that there is no additional risk beyond amounts provided for collection losses.
9 Page 29 ANNUAL REPORT | 2015 GUYANA SECURITIES COUNCIL Notes to financial statements December 31, 2015 (Expressed in Guyana Dollars) (ii) Liquidity risk Liquidity risk is the risk that the Council is unable to meet its payment obligations associated with its financial liabilities when they fall due.

Prudent liquidity risk management implies maintaining sufficient cash and cash equivalents and availability of funds through an adequate amount of committed credit facilities.
(iii) Fair values The fair values of cash and bank balances, accounts receivable, accounts payable and accrued charges are not materially different from their carrying amounts.
Page 30 10 GUYANA SECURITIES COUNCIL Appendices ORGANISATIONAL CHART Members of the Council General Manager / Chief Executive Officer Surveillance & Systems Coordinator Legal Counsel / Corporate Secretary Market Surveillance Officer Office Clerk / Typist Office Assistant Proposed AML / CFT Unit* Attorney-at-Law Investigator Administrative Assistant 2 Examiners * - Establishment of this Unit is deoendent on funds to be alocated for remuneration and benefits for the new emplloyees.
Page 31 ANNUAL REPORT | 2015 Appendices G.A.S.C.I GASCI is the abbreviation for the Guyana Association of Securities Companies and Intermediaries Inc.

This company is the local stock exchange that organises and supervises the stock market in Guyana.

GASCI is a “Self-Regulatory Organisation” (SRO) which was formed for the purpose of developing a Stock market in Guyana.

It is the result of earlier work undertaken by the Adam Smith Institute funded by the UK Department for International Development.
GASCI consists of four member firms which trade (i.e.

provide broker services for customers who wish to buy and sell shares) on the stock market and these are Trust Company (Guyana) Ltd, Guyana Americas Merchant Bank Inc, Beharry Stockbrokers Ltd and Hand-in-Hand Trust Corporation Inc (formerly GNCB Trust Corporation Inc).

Trust Company (Guyana) Ltd, Beharry Stockbrokers Ltd and Hand-in-Hand Trust Corporation Inc are also represented on the Board of Directors of GASCI.
The member firms of GASCI are registered as Brokers with the Guyana Securities Council.

REGISTERED MARKET PARTICIPANTS BROKERS - Trust Company (Guyana) Limited - Hand-in-Hand Trust Company Limited - Guyana Americas Merchant Bank Incorporated - Beharry Stockbrokers Limited DEALERS AND UNDERWRITERS - Guyana Americas Merchant Bank Incorporated INVESTMENT ADVISERS - Guyana Americas Merchant Bank Incorporated - Pollards et Filles (Guyana) Inc.
REGISTERED REPORTING ISSUERS OF THE COUNCIL - Banks DIH Ltd. - Caribbean Container Inc. - Citizens Bank Guyana Inc. - City Jewelers and Pawnbrokers Ltd. - Demerara Bank Ltd. - Demerara Distillers Ltd. - Demerara Tobacco Company Ltd. - Guyana Bank for Trade and Industry Ltd. - Guyana Stockfeeds Inc. - Guyana Stores Ltd. - Humphrey and Company Ltd. - J. P. Santos & Company Ltd. - National Engineering Company - ON Energy Inc. - Property Holdings Inc. - Republic Bank (Guyana) Ltd. - Rupununi Development Company Ltd. - Sterling Products Ltd.
Page 32 GUYANA SECURITIES COUNCIL Issuer Banks DIH Limited Caribbean Container Inc Citizens Bank Guyana Inc City Jewelers and Pawnbrokers Limited Demerara Bank Limited Demerara Distillers Limited Demerara Tobacco Company Ltd Guyana Bank for Trade and Industry Guyana Stockfeeds Incorporated Humphrey & Company Limited J.P. Santos & Company Limited Property Holdings Inc Republic Bank (Guyana) Limited Rupununi Development Company Limited Sterling Products Limited TOTAL Market Capitalisation 2011 12,200,000 729,600 3,866,935 - 11,700,000 8,239,000 9,617,400 11,000,000 1,605,711 - - 880,000 28,500,000 - 1,145,349 89,483,995 2012 16,900,000 1,520,000 4,164,391 - 12,555,000 9,779,000 19,305,000 18,400,000 1,605,711 - - 870,000 36,600,000 183,892 1,527,132 123,410,126 2013 20,000,000 1,520,000 19,334,673 - 14,400,000 14,322,000 25,737,660 24,000,000 1,605,711 - - 820,000 37,500,000 183,892 1,985,272 161,409,207 Appendices 2014 19,500,000 1,433,708 8,566,747 - 14,625,000 17,710,000 23,868,000 23,400,000 1,605,711 - - 820,000 36,900,000 183,892 2,290,698 150,903,756 2015 20,100,000 1,368,000 8,566,747 - 16,200,000 17,710,000 23,751,000 18,800,000 1,605,711 - 380,088 500,000 33,300,000 183,892 2,443,411 144,908,850 Thousands of dollars Source: GASCI Earnings per Share and Dividend Yield Issuer Trinidad Cement Limited Banks DIH Limited Caribbean Container Inc Citizens Bank Guyana Inc City Jewelers and Pawnbrokers Limited Demerara Bank Limited Demerara Distillers Limited Demerara Tobacco Company Ltd Guyana Bank for Trade and
 Industry Guyana Stockfeeds Incorporated Humphrey & Company Limited J.P. Santos & Company Limited Property Holdings Inc. Republic Bank (Guyana) Limited Rupununi Development Company Limited Sterling Products Limited 2011 2012 2013 2014 2015 EPS -19.02 2.3 -0.01 13.53 2.19 1.53 55.41 32.51 2.51 7.75 0.59 6.43 24.22 6.26 - - Div.
Yield - 4.50% 0.00% 2.80% - 2.10% 4.20% 14.30% 3.30% 0.00% - - 25.90% 3.00% - 4.40% EPS -48.11 2.78 0.17 15.49 2.32 2.06 64.85 37.06 2.8 10.4 0.59 6.71 -14.93 8.45 - - Div.

Yield - - 3.60% 0.00% 3.10% 2.20% 3.80% 8.60% 2.80% 0.00% - - 26.20% 2.40% 0.00% 3.50% EPS -13.02 2.93 0.2 15.82 2.88 1.87 71.84 51.85 0.97 7.76 -0.09 7.85 -14.93 12.27 - - Div.
Yield - - - - 3.20% 0.80% 0.70% 2.20% 3.00% 7.40% 2.70% 0.00% 0.00% 2.40% 0.00% 3.50% EPS 6.45 2.66 0.03 17.74 46.38 3.71 2.22 74.66 56.49 2.73 9.92 8.91 -0.09 7.8 3.94 11.42 Div.

Yield - - - - 3.30% 0.80% 1.70% 2.80% 2.60% 6.80% 3.10% 0.00% 0.00% 2.80% 0.00% 3.30% EPS 1.23 2.75 0.29 15.84 46.38 3.78 2.41 71.15 51.77 2.5 24.72 2.1 -0.09 9.39 -26.51 12.08 Div.
Yield - - - 3.40% 1.10% 1.70% 2.80% 2.60% 7.50% 3.60% 0.00% 5.00% 0.00% 3.50% 0.00% 3.30% *Note: City Jewelers and Pawnbrokers Limited - Last Results in 2013 Property Holdings Inc. - 2013 last Annual Report Received Source: GASCI Page 33 ANNUAL REPORT | 2015 Appendices Number of Trades Issuer Trinidad Cement Limited Banks DIH Limited Caribbean Container Inc Citizens Bank Guyana Inc City Jewelers and Pawnbrokers Limited Demerara Bank Limited Demerara Distillers Limited Demerara Tobacco Company Ltd Guyana Bank for Trade and Industry Guyana Stockfeeds Incorporated Humphrey & Company Limited J.P. Santos & Company Limited Property Holdings Inc Republic Bank (Guyana) Limited Rupununi Development Company Limited Sterling Products Limited TOTAL 2011 - 178 10 2 46 125 11 19 - - 5 83 - 45 524 2012 - 217 9 1 - 106 144 26 48 - - - 3 31 12 28 625 2013 - 197 6 6 - 75 92 110 98 - - - 4 62 - 37 687 2014 - 212 14 15 - 88 83 108 65 - - - 4 63 - 42 694 2015 - 230 19 - - 33 109 127 58 - - 1 3 73 - 5 658 Source: GASCI Quantity of Shares Traded Issuer Trinidad Cement Limited Banks DIH Limited Caribbean Container Inc Citizens Bank Guyana Inc City Jewelers and Pawnbrokers Limited Demerara Bank Limited Demerara Distillers Limited Demerara Tobacco Company Ltd Guyana Bank for Trade and Industry Guyana Stockfeeds Incorporated Humphrey & Company Limited J.P. Santos & Company Limited Property Holdings Inc Republic Bank (Guyana) Limited Rupununi Development Company Limited Sterling Products Limited TOTAL 2011 - 3,737,068 239,981 40,000
 836,500 1,625,716 8,625 39,020 - - 7,083 1,124,889 - 376,119 8,035,001 2012 - 3,281,746 211,964 25,000 - 1,808,190 1,788,845 37,790 57,850 - - - 10,000 128,586 151,088 47,056 7,548,115 2013 2014 - 5,819,443 52,700 25,530 - 2,163,728 1,678,722 60,175 144,631 - - - 12,900 415,030 - 42,853 10,415,712 - 4,448,528 75,300 10,282 - 3,050,640 1,531,856 40,181 112,457 - - - 17,000 1,197,491 - 43,465 10,527,200 2015 - 3,930,207 55,920 - - 540,858 1,468,410 64,713 97,675 - - 15,000 110 1,042,290 - 4,500 7,219,683 Source:
 GASCI Page 34 GUYANA SECURITIES COUNCIL Appendices Total Consideration (value) of Trades Issuer Trinidad Cement Limited Banks DIH Limited Caribbean Container Inc Citizens Bank Guyana Inc City Jewelers and Pawnbrokers Limited Demerara Bank Limited Demerara Distillers Limited Demerara Tobacco Company Ltd Guyana Bank for Trade and Industry Guyana Stockfeeds Incorporated Humphrey & Company Limited J.P. Santos & Company Limited Property Holdings Inc Republic Bank (Guyana) Limited Rupununi Development Company Limited Sterling Products Limited TOTAL 2011 - 44,575,555 1,166,758 2,300,000 19,490,422 17,522,045 3,497,100 9,052,920 - - 62,339 82,179,011 - 24,697,383 204,543,532 2012 2013 2014 2015 - 50,667,675 1,019,977 1,750,000 - 48,852,255 20,200,595 19,874,385 20,553,665 - - - 86,300 12,283,431 75,544,000 4,020,712 254,852,995 - 108,331,492 473,450 2,672,250 - 63,609,381 27,362,368 63,860,348 65,469,776 - - - 86,380 53,135,522 - 5,487,850 390,488,817 - 88,100,801 733,980 1,674,858 - 94,635,593 32,673,833 41,567,210 66,629,162 - - - 83,400 148,636,745 - 6,409,850 481,145,431 - 76,847,049 405,060 - - 18,592,341 36,232,646 65,306,018 53,863,019 - - 300,000 664 124,471,168 - 691,500 376,709,465 Source: GASCI Page 35 ANNUAL REPORT | 2015 GUYANA SECURITIES COUNCILC/O BANK OF GUYANA, 1 AVENUE OF THE REPUBLIC, GEORGETOWNTEL: 592-227-4235 | FAX: 592-227-4236 WWW.GUYANASECURITIESCOUNCIL.COM