11. Nominating Committee

Subject to paragraphs (2) and (4) and regulations 14(3), 19 and 20, a Tier 1 insurer shall have a Nominating Committee comprising —

at least 3 members of the Board of the Tier 1 insurer; and

at least a majority of directors (including the chairman of the Nominating Committee) who are independent directors.

Where a single substantial shareholder holds 50% or more of the share capital or the voting power in a Tier 1 insurer, paragraph (1)(b) shall not apply to the Tier 1 insurer only if the Tier 1 insurer has a Nominating Committee comprising —

at least a majority of directors who are independent from management and business relationships with the Tier 1 insurer; and

at least one-third of directors (including the chairman of the Nominating Committee) who are independent directors.

Every member of the Nominating Committee shall be appointed to hold office until the next annual general meeting following that member’s appointment, and shall be eligible for re‑appointment.

If a member of the Nominating Committee resigns, ceases to be a director or for any other reason ceases to be a member of the Nominating Committee —

the Tier 1 insurer shall notify the Authority of the event within 14 days after the occurrence of the event; and

if this results in a breach of any requirement under paragraph (1), the Board shall, within 3 months after that event, appoint such number of new members as may be required to rectify the composition of the Nominating Committee in accordance with that requirement.

Any Tier 1 insurer which contravenes paragraph (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $25,000 and, in the case of a continuing offence, to a further fine not exceeding $2,500 for every day or part thereof during which the offence continues after conviction.

Any Tier 1 insurer which contravenes paragraph (4)(a) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $25,000.

Subject to paragraphs (2) and (4) and regulations 14(3), 19 and 20, a Tier 1 insurer shall have a Nominating Committee comprising —

at least 3 members of the Board of the Tier 1 insurer; and

at least a majority of directors (including the chairman of the Nominating Committee) who are independent directors.

Where a single substantial shareholder holds 50% or more of the share capital or the voting power in a Tier 1 insurer, paragraph (1)(b) shall not apply to the Tier 1 insurer only if the Tier 1 insurer has a Nominating Committee comprising —

at least a majority of directors who are independent from management and business relationships with the Tier 1 insurer; and

at least one-third of directors (including the chairman of the Nominating Committee) who are independent directors.

Every member of the Nominating Committee shall be appointed to hold office until the next annual general meeting following that member’s appointment, and shall be eligible for re‑appointment.

If a member of the Nominating Committee resigns, ceases to be a director or for any other reason ceases to be a member of the Nominating Committee —

the Tier 1 insurer shall notify the Authority of the event within 14 days after the occurrence of the event; and

if this results in a breach of any requirement under paragraph (1), the Board shall, within 3 months after that event, appoint such number of new members as may be required to rectify the composition of the Nominating Committee in accordance with that requirement.

Any Tier 1 insurer which contravenes paragraph (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $25,000 and, in the case of a continuing offence, to a further fine not exceeding $2,500 for every day or part thereof during which the offence continues after conviction.

Any Tier 1 insurer which contravenes paragraph (4)(a) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $25,000.