Back Custom print Link Text Only Rich Text Print

  • Independent and Non-Executive Directors

    • HC-1.3.5

      Where there is the potential for conflict of interest, or there is a need for impartiality, the Board must assign a sufficient number of independent non-executive Board members capable of exercising independent judgment. The Board should outline its criteria and materiality thresholds in the annual report for the definition of "independence". The Directors should be identified in the annual report as executive, non-executive, and independent non-executive, as follows:

      (a) Executive Director (or "Managing Director" under the Commercial Companies Law "CCL") — A person who is involved in the day-to-day management and/or is in full-time employment of the bank and/or any of its affiliates or subsidiaries or parent companies. An executive Director may not occupy the post of "Chairman";
      (b) Non-Executive Director — A person not involved in the day-to-day management and/or is not a full-time salaried employee of the bank and/or any of its affiliates, or subsidiaries or parent companies; and
      (c) Independent Non-Executive Director — A non-executive Director (as defined above), who also:
      •  Is not a "controller" of the bank (see Section HC-2.1).
      •  Is not an Associate (see paragraph HC-2.1.4(g)) of a Director or a member of senior management of the bank.
      •  Is not a professional advisor to the bank or group (A partner or member of senior management of an accountancy or law firm that provides services to the bank would not be perceived by the Agency as an independent non-executive Director).
      •  Is not a large depositor with, or large borrower from the bank (i.e. whose deposits or credit facilities exceed 10% of the capital base of the bank).
      •  Has no significant contractual, or business relationship with the bank or group which could be seen to materially interfere with the person's capacity to act in an independent manner.

    • HC-1.3.6

      Independent non-executive Directors should be permitted to meet periodically (for example at separate meetings from the main Board) without executive management present.