Financial Holding Companies (Corporate Governance of Designated Financial Holding Companies with Licensed Insurer Subsidiary) Regulations 2022 · As enacted · Part 2 · Requirements for Tier 1 Designated Fhc with Licensed Insurer Subsidiary
11. Nominating Committee
Feedback & supportSubject to paragraphs (2) and (4) and regulations 14(3) and 19, a Tier 1 DFHC (Licensed Insurer) must have a Nominating Committee comprising —
at least 3 members of the Board of the Tier 1 DFHC (Licensed Insurer); and
at least a majority of directors (including the chairperson 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 the Tier 1 DFHC (Licensed Insurer), paragraph (1)(b) does not apply to the Tier 1 DFHC (Licensed Insurer) only if the Tier 1 DFHC (Licensed Insurer) has a Nominating Committee comprising —
at least a majority of directors who are independent from management and business relationships with the Tier 1 DFHC (Licensed Insurer); and
at least one‑third of directors (including the chairperson of the Nominating Committee) who are independent directors.
Every member of the Nominating Committee is appointed to hold office until the next annual general meeting following that member’s appointment, and is eligible for reappointment.
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 DFHC (Licensed Insurer) must 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 must, within 3 months after that event, appoint the number of new members that is necessary to rectify the composition of the Nominating Committee in accordance with that requirement.
A Tier 1 DFHC (Licensed Insurer) that 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 of a day during which the offence continues after conviction.
A Tier 1 DFHC (Licensed Insurer) that contravenes paragraph (4)(a) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $25,000.
Subregulation 1
Subject to paragraphs (2) and (4) and regulations 14(3) and 19, a Tier 1 DFHC (Licensed Insurer) must have a Nominating Committee comprising —
at least 3 members of the Board of the Tier 1 DFHC (Licensed Insurer); and
at least a majority of directors (including the chairperson of the Nominating Committee) who are independent directors.
Subregulation 2
Where a single substantial shareholder holds 50% or more of the share capital or the voting power in the Tier 1 DFHC (Licensed Insurer), paragraph (1)(b) does not apply to the Tier 1 DFHC (Licensed Insurer) only if the Tier 1 DFHC (Licensed Insurer) has a Nominating Committee comprising —
at least a majority of directors who are independent from management and business relationships with the Tier 1 DFHC (Licensed Insurer); and
at least one‑third of directors (including the chairperson of the Nominating Committee) who are independent directors.
Subregulation 3
Every member of the Nominating Committee is appointed to hold office until the next annual general meeting following that member’s appointment, and is eligible for reappointment.
Subregulation 4
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 DFHC (Licensed Insurer) must 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 must, within 3 months after that event, appoint the number of new members that is necessary to rectify the composition of the Nominating Committee in accordance with that requirement.
Subregulation 5
A Tier 1 DFHC (Licensed Insurer) that 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 of a day during which the offence continues after conviction.
Subregulation 6
A Tier 1 DFHC (Licensed Insurer) that contravenes paragraph (4)(a) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $25,000.