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
9. Nominating Committee
Feedback & supportSubject to paragraph (3) and regulations 12(3) and 20, a DFHC (Bank) must have a Nominating Committee comprising —
in the case of a foreign‑owned DFHC (Bank) — at least 3 but not exceeding 5 members of the Board or, in any other case, at least 5 members of the Board, or any greater number (not exceeding 7) of members of the Board that the Authority may approve; and
at least a majority 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 DFHC (Bank) 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 DFHC (Bank) 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 DFHC (Bank) that contravenes paragraph (3)(a) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $25,000.
Subregulation 1
Subject to paragraph (3) and regulations 12(3) and 20, a DFHC (Bank) must have a Nominating Committee comprising —
in the case of a foreign‑owned DFHC (Bank) — at least 3 but not exceeding 5 members of the Board or, in any other case, at least 5 members of the Board, or any greater number (not exceeding 7) of members of the Board that the Authority may approve; and
at least a majority of directors (including the chairperson of the Nominating Committee) who are independent directors.
Subregulation 2
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 3
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 DFHC (Bank) 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 4
A DFHC (Bank) 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 5
A DFHC (Bank) that contravenes paragraph (3)(a) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $25,000.