Regulation 12

that a director of the DFHC (Bank) who is —

not considered independent from business relationships with the DFHC (Bank) under regulation 3(3)(a) or (b); or

not considered independent from a substantial shareholder of the DFHC (Bank) because of the relationship specified in regulation 4(3)(a)(v) or (b)(v); or

that a director of a major stake financial company who is not considered independent from a substantial shareholder of the DFHC (Bank) for the purpose of regulation 19(3) because of the relationship specified in regulation 4(3)(a)(v) or (b)(v),may nonetheless be considered independent from business relationships with the DFHC (Bank), or independent from a substantial shareholder of the DFHC (Bank) (as the case may be) if the Nominating Committee is satisfied that the director’s independent business judgment and ability to act in the interests of the DFHC (Bank) will not be impeded, despite the relationship specified in any of those regulations.

at any time, the Authority is not satisfied that a director is independent despite any determination of the Nominating Committee made under paragraph (1); and

the lack of independence of that director would breach regulation 5(1), 7, 9(1), 14(1), 15(1) or 16(1) in the case of a DFHC (Bank), or regulation 19(1) in the case of a major stake financial company,the Authority may, as the case may be —

direct the DFHC (Bank) to rectify the composition of the Board or any relevant committee in accordance with the requirements under regulation 5(1), 7, 9(1), 14(1), 15(1) or 16(1) (as the case may be), within the time, and subject to any conditions or restrictions, that the Authority may specify; or

direct the major stake financial company to rectify the composition of the Board in accordance with the requirements under regulation 19(1), within the time, and subject to any conditions and restrictions, that the Authority may specify.