Rationale and Objectives
The Board believes that it is important for the sustainable development of the financial services industry that significant focus and financial support is given to identifying and supporting promising black students in gaining appropriate professional qualifications and a better understanding of investment on the financial markets. The JSE Empowerment Fund (JEF) aims to provide financial assistance for education initiatives targeted specifically at bringing black people into the financial services sector to meet the above objectives. JEF’s assets will be used for the benefit of black people only and will therefore have a broad base of beneficiaries. JEF is controlled by black trustees and qualifies as a black shareholder of the JSE under the Financial Sector Charter (FSC) and the DTI Codes (Codes).
The first students to be supported by JEF have been identified from amongst students at CIDA City Campus (www.cida.co.za) and JEF, the JSE and CIDA will work together to provide a co-ordinated mentoring, career guidance, job experience and learnership programme for such students.
JEF is a discretionary trust. The JSE will issue to JEF a total of 1 737 550 JSE Shares at par for cash. A tranche of 868 775 JSE Shares (half of the total 1 737 550 JSE Shares) was issued immediately after the Listing and a further 434 388 shares were issued in November 2006. The remaining amount was issued in June 2007. The total amount of JSE Shares issued to JEF represents 2% of the JSE’s issued share capital after the implementation of the Broad-based BEE Initiative.
The JSE is also considering appointing JEF to administer, on the JSE’s behalf, that part of its corporate social investment spend which is directed towards black beneficiaries. This would provide JEF with ongoing cash flow to fund bursaries irrespective of the extent of the dividends received in relation to the JSE Shares held by JEF.
Trustees have been appointed to administer the trust in accordance with the rules and guidelines stipulated in JEF’s trust deed. It is important for JEF to be controlled by trustees, the majority of whom are black, in order for the trust to qualify as a direct BEE shareholder under the FSC and the Codes. In addition, the FSB requires that trustees who are independent of the founder (the JSE) need to control the voting of the trust in order for JEF to be able to vote at meetings of the JSE. The JEF trust deed therefore allows that not less than five and no more than nine trustees be appointed as follows:
- up to four trustees appointed by the JSE. Two of these trustees shall be nonexecutive directors of the JSE, one of whom shall be the Chairman of the JSE from time to time and who will also be the Chairman of JEF;
- no less than three and no more than seven trustees from the community generally who are actively involved in the financial market industry or education. The JEF trust deed provides for one of the trustees to be appointed from the Department of Education and, failing that, from the National Treasury. These trustees will be independent of the JSE; and
- the majority of the trustees should at all times be black.
The JSE consulted widely as regards the appointment of the first trustees of JEF, including with the dti. The Chief Executive Officer and Senior General Manager: Education of the JSE may ex officio attend all trustee meetings and other representatives from the JSE may be invited to attend the trustee meetings as and when needed.
JEF’s trust deed, is clear as to its objectives and the fact that only black people may be beneficiaries, but is not too prescriptive as to the exact projects to be undertaken in order to give the trustees flexibility in this regard. The trust deed thus allows JEF to fund or facilitate projects that have merit within the objectives and guidelines stipulated in the trust deed. The trust deed also gives the trustees additional powers such as allowing JEF to borrow, within certain parameters, including to acquire additional JSE Shares on the market or to follow its rights should the JSE undertake any corporate activity requiring such steps. Upon its winding up, all remaining assets of JEF will be donated to a public benefit organisation having similar objects to JEF.
Compliance with the FSC and Codes
As far as the JSE has been able to determine, JEF will qualify as a black shareholder under the FSC and the Codes.