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Audit and Risk Management Committee,
(to incorporate Asset Management, Corporate Governance and Procurement)
Terms of Reference
Purpose
The purpose of the Committee is to assist the Board in monitoring:
a) Audit
The integrity of the Company’s financial statements;
The independent auditors’ qualifications, independence, and performance
Management’s responsiveness to the external auditors’ findings
The performance of the Company’s internal audit function
b) Risk Management
The Company’s risk policies including risk tolerances consistent with the Risk
Management Programme.
c) Asset Management
The effective management of Government’s significant investment in the assets of the
Company
d) Corporate Governance
The compliance by the Company with legal and regulatory requirements.
The development and regular assessment of the company’s approach to corporate
governance issues.
e) Procurement
Monitor compliance with the Government procurement policy for both capital and
recurrent expenditure.
Membership
The members of the Committee shall be three non-executive directors.
The Chairman of the Committee shall be selected by the Chairman of the Board.
The quorum of the Committee shall be two members.
Invitees include the respective Department Heads plus other members of the Executive and
Managers as required.
Secretary
The secretary of the company shall be the secretary of the Committee.
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Frequency of meetings
The Committee will meet at least four times a year. In order to discuss audit related matters
meetings will be held at the commencement and conclusion of the annual external audit process.
At least once a year the Committee shall meet the external auditors without executive officers
present.
The external auditors may also request a meeting if they consider that one is necessary.
Minutes
The minutes of meetings of the Committee shall be circulated to all members of the board.
Duties and responsibilities
Audit
Consider the appointment of the external auditor, the audit fee, and any questions of
resignation or dismissal of the external auditors:
Discuss and agree with the external auditor before the audit commences the nature and
scope of the audit:
Review from time to time the cost effectiveness of the audit and the independence and
objectivity of the external auditor:
Review the submission to the board in relation to any audited accounts, focusing
particularly on:
– any changes in accounting policies and practice;
– major judgmental areas;
– significant adjustments resulting from the audit;
– the going concern assumption;
– compliance with accounting standards ( and in particular accounting standards
adopted in the financial year for the first time);
– compliance with regulatory and legal requirements;
Discuss problems and reservations arising from audits and any matters the auditors may
wish to discuss in the absence of management where necessary);
Review the external auditor’s management letter and management’s response;
Review, on behalf of the board, the system of internal control (including financial,
operational compliance and risk management) and make recommendations to the board;
Review the proposed statement on the directors’ review of internal control (including
financial, operational compliance and risk management) prior to endorsement by the
board;
Review the internal audit programme, ensure co-ordination between the internal and
external auditors and ensure that the internal audit function has adequate resources and
maintain an appropriate standing within the Company;
Consider the major findings of internal investigations and management’s response;
Review the Company’s operating, financial and accounting policies and practices;
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Advise the board on practices and procedures which will promote productivity and the
quality and volume of service;
Advise the board on the extent to which the objects of the Company are being achieved;
Review and assess the performance of internal audit against the audit plan and work
programme and also against performance indicators detailed in the strategic plan.
Monitor developments in the audit field and standards issued by professional bodies and
other regulatory authorities.
Review and monitor the response(s) to and implement audit recommendations contained
in the Auditor General’s report and audit memoranda.
Provide necessary arbitration in the event of a dispute involving internal or external audit
recommendations.
Establish compliance letter regarding governance and use of Company
Values/Mission/Customer Service Charter.
Review policies on sensitive issues and areas such as conflict of interest, misconduct and
fraud.
Risk Management
Reviewing and recommending to the Board in conjunction with executive officers,
proposed aggregate loss limit targets.
Reviewing the Company’s risk management infrastructure and control systems to ensure
adequacy to enforce the Company’s risk policies.
Ensure that management develops a comprehensive risk management program
Reviewing management‘s determination of what constitutes key balance sheet and offbalance
sheet risks.
Receiving and acting on compliance and internal audit reports that are relevant to the risk
function
Asset Management
Initiate audit of bus fleet and other operating assets twice/year e.g. generator, compressor;
Consumption and stock items to be performed semi-annually and report be provided to
the Board;
Review and recommend annual capital programme/budget;
Review asset register annually;
Review policies/procedures and measurable performance standards for properties.
Properties shall hereafter include all categories of fixed assets and consumables such as
stationery, office supplies and provisions, which are generally utilised within one year of
acquisition.
Review the adequacy and effectiveness of the Company’s internal controls in relation to
the:
o location of assets
o maintenance of assets
o security of assets
o transfer of assets
o prevention of the abuse of assets/improper use of assets
o disaster preparedness
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Review status of regulatory compliance (i.e., determine whether reports and other
deliverables are submitted on time).
Assign at least one representative of the Committee to perform an unannounced visit to
physically inspect the property s/he is responsible for on a semi-annual basis and report
the results to the Committee.
Review capital transfers, needs assessments, replacement reserves studies, disposals and
capital budgets.
Ensure that property and fixed asset management concerns are suitably addressed in the
pre-development stage of all new projects and in the transition from
development/construction to ownership/occupancy.
Review the appropriateness of policies and procedures relating to the management of
vehicles owned and/or operated by the Company and assess the level of compliance.
Review policies and procedures relating to the acquisition and disposal of assets and
assessing the level of compliance.
Consider applications and make recommendations for the disposal of assets costing over
Ten Thousand Dollars ($10,000).
Assess the cost effectiveness of the operation of vehicles owned and/or operated by the
Company.
Examine the end of year report on fixed assets and the adequacy of insurance coverage.
Review and make recommendations for the update of the Committee Terms of
Reference.
Corporate Governance
Assist the Board of Directors to determine, understand and work within the legal,
cultural, and institutional frameworks that affect the goals and direction of the JUTC and
advise on matters of corporate governance. Consider any request that will assist the
board in meeting its responsibilities regarding corporate governance matters, including
adherence to any government statutes and/or guidelines or rules established by applicable
regulatory authority such as Ministry of Finance & Planning.
Provide structures that Directors, Management and Staff can utilize to effectively direct,
administer and achieve the objectives of the JUTC.
Assist the Board in clarifying the aims of the company, then deciding on the best methods
by which to achieve these aims.
To assist the Board to be transparent in structure and decision-making.
Advise the Board on issues of conflict of interest for individual directors that may come
to their attention and actively manage these conflicts of interest, particularly by the
directors as a whole and individually.
Make sure the board fully understands its role and responsibilities.
Ensure Board Members are familiar with and understand the Company’s Articles of
Association and Memorandum of Association.
Assist the Board in ensuring that planning is inclusive, goals fit with the purpose of the
corporation, and plans are implemented, monitored and reviewed regularly.
Annually review each Board Committee with the Board Committee Chair against their
terms of reference.
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Set and monitor minimum attendance guidelines for Board of Directors and committee
meetings.
Develop in conjunction with the Chairman of the Board and the Managing Director
annual Board goals or improvement priorities.
Give full consideration to succession planning of the Company, taking into account the
challenges and opportunities being faced and projected requirements of skills and
expertise.
The Committee shall prudently employ any powers delegated to it by the Board of
Directors for the purpose of carrying out these duties or fulfilling its purpose.
Procurement
Approve purchases within internal limits and recommend for approval those requiring
external approval at Ministry/Contracts Committee/Cabinet level.
Review and make recommendations for the update of Terms of Reference of the
Procurement Committee.
General
Consider other matters as defined by the board;
Report on all of the above matters to the board.

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JAMAICA URBAN TRANSIT COMPANY LIMITED
Terms of Reference for the Board of Directors
Scope and Status
 Every Public Body should be headed by an effective Board which is collectively responsible for strategic management and oversight, serves as the focal point for Corporate Governance and is accountable to the Responsible Minister and shareholder representatives as determined by law.
 In keeping with Government’s policy framework, the Board should decide on the Public Body’s values and strategy and provide the necessary leadership to secure human, physical and financial resources required for the organization to meet its objectives.
 Consistent with its respective statutes, constitution, governing codes, and Government Guidelines, the Board of the Public Body should apply leadership styles which are consistent with good practice in the conduct of its affairs.
Composition and Organisation
 The Board Chair and Directors are appointed by the Minister of Transport and Mining and the full complement is at his/her discretion.
 The Board should be organized in order to perform its tasks efficiently.
 There should be a clear separation of the responsibilities at the very top leadership of the Public Body where the Chairperson is responsible for leading the Board in the development of the policies and strategies of the organization, while the Managing Director is responsible for the day to day management of the Public Body.
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Terms of Reference for the Board of Directors (cont’d)
 The decisions taken by the Board must be based on the objectivity of each director taken in the interest of the Public Body. The Board shall review and regularly monitor the effectiveness of the Company’s fundamental operating, financial and other business plans, policies and decisions, including the execution of its strategies and objectives.
 The Board may delegate any of its powers, authorities and discretions for such time and on such terms as it thinks fit to any Committee.
 The Chairman shall ensure the proper and independent functioning of the Board.
 The Company Secretary shall be the Secretary for the meetings of the Board.
Matters reserved for the board
The Board delegates the management and day-to-day running of the company in accordance with such polices and directions as the Board may from time to time determine with the exception of the following matters which require the approval of the Board:
 company’s strategic aims, objectives and annual plans, risk appetite and performance targets for the Group;
 annual operating and capital expenditure budgets and any material changes to them.
 the establishment of effective procedures for reviewing, monitoring and control of operations including internal procedures for audit, risk and compliance;
 extension of the company’s activities into new business or geographic areas
 the authority to approve (a) credit, (b) market risk limits, (c) an acquisition, disposal, investment, capital expenditure or realisation or creation of a new venture;
 any decision to cease to operate all or any material part of the company’s business.
 any substantial change in the policies established from time to time by the Board.
Roles and Responsibilities
 To provide leadership oversight within a framework of prudent and effective controls that enable risks to be assessed and managed.
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 For the strategic direction of the Public Body ensuring alignment with the policy direction of government. The Minister may from time to time provide the Board with specific policy directives to guide the formulation of strategy
 The Board should appoint the Chief Executive Officer, decide on his/her compensation in accordance with relevant guidelines, establish performance standards and evaluate his/her performance annually.
 The Board (through a sub-committee) should lead the recruitment and performance evaluation processes for the Chief Internal Auditor (CIA) and the Corporate Secretary (CS), where the Corporate Secretary is not also vested with the position of legal counsel.
 The Board should determine the Committees that need to be established, to which it should delegate specialized functions such as Finance, Audit, Human Resources, Project Management, Risk Management, Procurement and Corporate Governance.
 In order to ensure that committees have the capability to perform the duties assigned, Boards may co-opt, to perform the duties of the committee, individuals who are not members of the Board but who possess a broad range of qualifications relevant to the function of the public body.
 Individuals co-opted to a committee shall have the rights and responsibilities of other members of that committee provided that – (i) a Board member shall be the chairman of the committee (with a casting vote on decisions where there is an equality of votes), and (ii) Board members shall comprise not less than one-half of the committee members.
 The Board should retain full and effective control over the strategic direction of the Public Body while allowing the CEO to take full responsibility for its day to day operations.
 The Board should set the Public Body’s values and ethical standards, and ensure that its obligations to stakeholders are understood and met.
 The Board should take responsibility for the performance of the Public Body by monitoring CEO performance, ratifying strategic decisions and approving expenditure within stipulated limits.
 The Board may authorize the purchase of indemnity insurance for directors and officers, consistent with the conditions outlined in the PBMA Act.
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Meetings and Quorum
The Board should meet sufficiently regularly to discharge its duties effectively. The Board shall meet with such frequency and at such times as it may determine. It is expected that the Board shall meet at least once per month.
The quorum for meetings of the Board is six Directors.

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Terms of Reference
Operations, Logistics and Security Committee
(to incorporate Information Technology)
Purpose
The purpose of the Committee is to provide direction and leadership on the functional
responsibilities detailed below.
Membership
The members of the Committee shall be at least three non-executive Directors
The Chairman of the Committee shall be a non-executive Director appointed by the board.
The quorum of the Committee shall be two members.
Meetings of the Committee will be held monthly.
Invitees include the respective Department Heads plus other members of the Executive and
Managers as required.
Secretary
The secretary of the Company shall be the secretary of the Committee.
Advisers
The Committee is authorised by the board to seek appropriate professional advice inside and
outside the group as and when it considers this necessary.
Duties and Responsibilities
Operations, Logistics and Security
1. Establish in conjunction with management and review the performance targets to be
achieved by each depot.
2. Review the policies, which directly affect the Company’s security and bus operations.
3. Review the technical and physical infrastructure required for effective bus operations,
passenger comfort and security.
4. Review the information provided to passengers.
5. Review the findings of the various surveys carried out to determine and measure the
effectiveness of the service provided by the Company.
6. Review and assess accidents, revenue leakage and matters of security, on a quarterly
basis.
7. The Committee shall review policies concerning all aspects of public passenger security
within the KMTR and to ensure that such policies are consistent with international
standards.
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Information Technology
1. To ensure effective and secure utilization of technology within the corporation
2. Evaluate, and advise with respect to, the direction of the corporation’s technological
evolution
3. Oversee effective protection of the corporation’s intellectual property.
4. Recommend technology and procedures to meet the corporation’s financial and
regulatory obligations with respect to privacy, data retention and data protection.
Appendix 1
a. Performance Targets
Attached Appendix A is the recommended list of performance indicators and targets.
The Committee shall focus on the issues that affect the attainment of these targets and
provide the necessary guidance and instructions and critically monitor the Efficiency
Improvement and Road Management Committee.
Policies
The Committee shall take the necessary action by requesting that the Industrial
Relations Manager and/or DMD HR and Administration meet with the University
& Allied Workers Union (UAWU) for both parties to sign-off on the Drug, Accident,
and Security Policies, labour agreement and the M.O.U. as may become necessary
from time to time.
There should be periodic review of the work rules and the pertinent sections of the
Disciplinary Code so as to ensure that it meets the requirement of a transit company.
b. Technical & Physical Infrastructure
The Committee shall review the technical reports and recommendations for
improvements on the performance of the buses to ensure that the manufacturers are
advised accordingly and warranty honoured in a timely manner.
The Committee shall also review recommendations for the replacement of an addition
to the fleet and equipment and disposal of damaged buses and equipment.
The Committee shall ensure that the manufacturer’s maintenance schedules are
adhered to and improved upon.
The Committee shall develop short, medium and long term plans that address the
introduction or development, either in-house or in consultation with the Ministry of
Transport & Works (MTW) of the necessary technical and physical infrastructure
required for an efficient, passenger and environmentally friendly public transportation
system.
Under this heading the Committee will address issues such as telecommunication,
park – ride locations, scheduling, rostering and vehicle location systems, as well as,
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the requirements for terminals, lay – byes, bus stops, bus lanes and priority access for
buses and the need to ensure that the traffic plans for the Kingston Metropolitan
Transport Region (KMTR) give priority to public transport.
Special emphasis shall be placed in respect to representation to the MTW and the
National Works Agency (NWA) on road infrastructure matters.
c. Information Provided for Passengers
The Committee should set deadlines for the Scheduling Department to submit
timetables for review and subsequent publication. In addition, the Committee should
review information that will be posted on/or available through the Company’s
website.
d. Review of Surveys
The Committee shall approve the quantity, type and frequency of surveys to be
conducted to determine customer satisfaction and provide other information and
feedback from customers. A list of survey instruments should be developed and
should be conducted at the same time each year, so that yearly comparisons can be
established to determine the effectiveness of the Company’s bus operations.
e. Reports
The respective Department shall submit monthly reports to the Committee for
review. The reports shall include but not limited to details of action taken in response
to specific instructions given by the Committee, explanation of variances and
corrective measures taken. These reports should be circulated to Committee members
at least three (3) days prior to Committee meeting.
f. Accidents
The Committee shall:
a. Establish a sub-committee to review accident reports and conduct enquiries into
accidents involving vehicles owned and/or operated by the Company pursuant to
the Grievance Procedures & Disciplinary Code.
b. Ensure that the sub-committee determine the liability of drivers who are involved
in accidents.
c. Set general policy guidelines including remedial actions.
d. Review accident trends on a quarterly basis, and use this to inform the accident
prevention programme.

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Marketing, Communications, Business Development & Customer Service Committee
Terms of Reference
Purpose
The purpose of the Committee is to oversee and give guidance to the Marketing and Communications Department:
Objectives
The objectives of the Committee are to:
i) Assist in the development of and to approve the marketing and business development plan for all appropriate areas (advertising, charter, smarter cards/point of sales) in support of the Company’s strategic plan.
ii) Ensure the development of a corporate image and communications strategy.
iii) Ensure implementation of the plans and to monitor progress against the strategic plan.
iv) Provide the Board with expert advice and input on key initiatives/issues related to marketing, business development and customer service
v) Provide oversight of the Company’s risk strategy ensuring that proposals are aligned with its risk appetite, ensuring risks to customers have been identified and appropriate actions put in place to mitigate and monitor such risks.
vi) Advise the Marketing Department and the Board of emerging threats and opportunities to the marketing strategy as the environment changes.
vii) Develop strategies to evaluate the effectiveness of all marketing and customer service initiatives.
viii) Collaborate with the Operations Committee and Department to ensure that the service being provided adequately meets the needs of customers.
ix) Monitor the achievement of tactical, viable and strategic goals as represented by quantifiable and time bound targets.
x) Receive monthly reports summarizing marketing and customer service activities and subsequent action plans.
xi) Promote dialogue and information exchange regarding public communication of key customer issues.
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Composition and Membership
The Chairman of the Board shall appoint the Chairman of the Committee
The Committee shall comprise of no fewer than three members.
The quorum of the Committee shall consist of two members.
Any other person so invited may attend meetings from time to time.
The Committee shall meet monthly until further advised.
The Company Secretary shall be responsible for recording and circulating to all Board Members minutes of meetings of the Committee.

Revised March 2015 1
Terms of Reference
Human Resource & Development Committee
Objectives
The objective of the Committee is to ensure that the Human Resource Department’s functions
and the activities are carried out in an efficient and effective manner in order to achieve the
company’s overall business objectives.
1. Responsibilities
a) Review, analyze and make recommendations to the Board for improvement that will
increase efficiency in the following areas:
o HR Strategies, systems, policies and procedures
o Impact and effectiveness of the human resource functions
o Compliance with HR related budgetary projections and targets
b) Assess the Human Resource’s strategic plans, including human resource planning,
compensation, training and development initiatives and employee assistance,
wellness and welfare programmes to determine if they are in keeping with the
company’s business objectives and make recommendations to the Board as is
necessary.
c) Direct periodic human resource audit to ascertain if systems, policies, procedures
and functions are being consistently applied and take appropriate action.
d) Review and approve Human Resource Department’s monthly reports to the Board.
e) Review staffing request/requirement, relating to senior management, and make
necessary recommendations to the Board.
f) Provide Board guidelines on union negotiations and industrial relations
issues/matters.
g) Advise the Board on organizational restructuring and/or specific changes in
organizational/departmental structure, as is necessary.
2. Reporting Requirements
The Human Resource & Development Committee shall prepare quarterly reports to the
Board, outlining relevant details of matters which have been considered, the Committee’s
resolutions and recommendations.
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3. Meetings
Ordinary meetings of the Human Resource & Development Committee shall be held
quarterly. Emergency meetings may be called from time to time, as and when
appropriate.
4. Quorum
A quorum of the Human Resource & Development Committee shall consist of 2 non-
Executive Directors.
5. Secretary
The Secretary of the Committee shall be the Company Secretary or designate.