Regulation 16

at least 3 members of the Board; and

at least a majority of directors (including the chairperson of the Remuneration Committee) who are independent directors.

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 Remuneration Committee) who are independent directors.

recommending a framework for determining the remuneration of the directors of the Tier 1 DFHC (Licensed Insurer);

recommending a framework for determining the remuneration of the executive officers of the Tier 1 DFHC (Licensed Insurer) that must include the following elements and factors in the design and operation of the framework:

the remuneration package of each executive officer of the Tier 1 DFHC (Licensed Insurer) —

must be aligned to the specific job function undertaken by the executive officer and, where the executive officer undertakes any of the Tier 1 DFHC (Licensed Insurer)’s control job functions, the remuneration package of that executive officer must be determined independently of the business functions of the Tier 1 DFHC (Licensed Insurer);

must take into account input from the employees in the Tier 1 DFHC (Licensed Insurer)’s control job functions as may be relevant to the specific job function undertaken by the executive officer;

must be aligned with the risks that the Tier 1 DFHC (Licensed Insurer) undertakes in its business that is relevant to the specific job function undertaken by the executive officer;

must be sensitive to the time horizon of risks that the Tier 1 DFHC (Licensed Insurer) is exposed to, including ensuring that variable compensation payments must not be finalised over short periods of time when risks are realised over long periods of time;

must, in relation to the quantum of bonus payable to the executive officer, be linked to his or her personal performance, the performance of his or her specific job function as a whole and the overall performance of the Tier 1 DFHC (Licensed Insurer); and

must, in relation to the rationale for the mix of cash, equity and other forms of incentives, be justified;

the size of the bonus pool of the Tier 1 DFHC (Licensed Insurer) must be linked to the overall performance of the Tier 1 DFHC (Licensed Insurer);

recommending the remuneration of each director and executive officer of the Tier 1 DFHC (Licensed Insurer) based on the frameworks mentioned in sub‑paragraphs (a) and (b), respectively; and

reviewing, at least once in each year, the remuneration practices of the Tier 1 DFHC (Licensed Insurer) to ensure that they are aligned with the recommendations made in accordance with sub‑paragraphs (a), (b) and (c).

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 Remuneration Committee in accordance with that requirement.

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.