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Independence from management and business relationships

Financial Holding Companies (Corporate Governance of Designated Financial Holding Companies with Bank Subsidiary) Regulations 2022

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—(1) In this Part, subject to regulation 12, a director is independent from management and business relationships with a DFHC (Bank) if —(a)the director has no management relationship with the DFHC (Bank) or with any of its subsidiaries; and(b)the director has no business relationship with the DFHC (Bank) or with any of its subsidiaries, or with any officer of the DFHC (Bank),that could interfere, or be reasonably regarded as interfering, with the exercise of the director’s independent business judgment with regard to the interests of the DFHC (Bank).(2) Without limiting paragraph (1)(a), a director is not considered to be independent from management relationships with a DFHC (Bank) or any of its subsidiaries if —(a)the director is employed by the DFHC (Bank) or by any of its subsidiaries, or has been so employed at any time during the current financial year or any of the preceding 3 financial years of the DFHC (Bank) or any of its subsidiaries;(b)a member of the director’s immediate family —(i)is employed by the DFHC (Bank) or by any of its subsidiaries as an executive officer whose compensation is determined by the Remuneration Committee of the DFHC (Bank) or any of its subsidiaries; or(ii)has been so employed at any time during the current financial year or any of the preceding 3 financial years of the DFHC (Bank) or any of its subsidiaries; or(c)the director is accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of the management of the DFHC (Bank) or any of its subsidiaries.(3) Without limiting paragraph (1)(b) but subject to regulation 12, a director is not considered to be independent from business relationships with a DFHC (Bank) or any of its subsidiaries if —(a)the director is also a director, a substantial shareholder or an executive officer of any corporation, or a partner of a firm or a limited liability partnership or a sole proprietor, which carries on business for purposes of profit —(i)to which the DFHC (Bank) or any of its subsidiaries has made payments; or(ii)from which the DFHC (Bank) or any of its subsidiaries has received payments,in the current or immediately preceding financial year of the DFHC (Bank) or any of its subsidiaries; or(b)the director is receiving or has received, any compensation from the DFHC (Bank) or from any of the DFHC (Bank)’s subsidiaries (other than compensation received for his or her services as a director or as an employee) at any time during the current or immediately preceding financial year of the DFHC (Bank) or any of its subsidiaries.

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