Financial Holding Companies (Corporate Governance of Designated Financial Holding Companies with Bank Subsidiary) Regulations 2022 · As enacted · Part 2 · Requirements for Designated Fhc with Bank Subsidiary
11. Determination of independence of directors and assessment of qualification
Feedback & supportWhere a person is proposed to be appointed as a director of a DFHC (Bank), the Nominating Committee —
must, before the appointment, determine —
whether the person is independent from management and business relationships with the DFHC (Bank); and
whether the person is independent from any substantial shareholder of the DFHC (Bank),using the criteria set out in regulation 3 or 4 (as the case may be) and, where applicable, in accordance with regulation 12; and
must maintain a record of its determination.
Before every annual general meeting of a DFHC (Bank), the Nominating Committee —
must determine —
whether each existing director of the DFHC (Bank) is independent from management and business relationships with the DFHC (Bank); and
whether each existing director of the DFHC (Bank) is independent from any substantial shareholder of the DFHC (Bank),using the criteria set out in regulation 3 or 4 (as the case may be) and, where applicable, in accordance with regulation 12;
must review and assess whether each existing director remains qualified for the office using the criteria set out in regulation 10(3); and
must maintain a record of its determination and its assessment, respectively.
Subregulation 1
Where a person is proposed to be appointed as a director of a DFHC (Bank), the Nominating Committee —
must, before the appointment, determine —
whether the person is independent from management and business relationships with the DFHC (Bank); and
whether the person is independent from any substantial shareholder of the DFHC (Bank),using the criteria set out in regulation 3 or 4 (as the case may be) and, where applicable, in accordance with regulation 12; and
must maintain a record of its determination.
Subregulation 2
Before every annual general meeting of a DFHC (Bank), the Nominating Committee —
must determine —
whether each existing director of the DFHC (Bank) is independent from management and business relationships with the DFHC (Bank); and
whether each existing director of the DFHC (Bank) is independent from any substantial shareholder of the DFHC (Bank),using the criteria set out in regulation 3 or 4 (as the case may be) and, where applicable, in accordance with regulation 12;
must review and assess whether each existing director remains qualified for the office using the criteria set out in regulation 10(3); and
must maintain a record of its determination and its assessment, respectively.