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  • HC-A.2 HC-A.2 Key requirements

    • Corporate governance

      • HC-A.2.1

        The Chairman of the Board should preferably be non-executive and independent. The role of Chairman and Chief Executive may not be exercised by the same person. (See Rule HC-1.3.9.)

      • HC-A.2.2

        The Board must approve a code of conduct for itself, senior management and employees, and define the responsibilities of itself and senior management. This should include procedures for dealing with conflicts of interest, and a prohibition on insider trading. (See Paragraphs HC-1.2.9 to HC-1.2.13.)

      • HC-A.2.3

        The Board should meet at least four times per year. (see Paragraph HC-1.3.3).

      • HC-A.2.4

        Boards must have an adequate number of members that are "independent" and "non-executive" to serve the interests of minority shareholders and other stakeholders. (See Paragraphs HC-1.3.5 and HC-1.3.6.)

      • HC-A.2.5

        The Board should consider the setting up of committees to assist it in fulfilling its responsibilities. The setting up of an Audit Committee is mandatory. (See Paragraphs HC-1.3.10 to HC-1.3.13.)

      • HC-A.2.6

        Conventional bank licensees are required to notify the BMA, in writing, of all major changes (regardless of type and/or effect) proposed to the strategy and/or corporate plan of the bank prior to implementation, as well as of any Special Purpose Vehicle they intend to establish as a subsidiary, or with respect to which they intend to act as sponsor or manager (see Section HC-1.5).

    • Approved Persons

      • HC-A.2.7

        Conventional bank licensees are required to secure prior BMA approval for those persons wishing to undertake a controlled function. Such persons are assessed against BMA's "fit and proper" requirements. Conventional bank licensees must also notify the BMA of any changes in their approved persons. (See Chapter HC-2)

    • Compliance officer/manager

      • HC-A.2.8

        Conventional bank licensees must appoint a senior member of staff with responsibility for compliance. The Compliance Officer is a controlled function. (See Chapter HC-3.)