HC-2.2.1

The Board and its members must act with honesty, integrity, due skill and care, and in the best interests of the licensee, its shareholders and policyholders.

HC-2.2.2

In assessing compliance with Paragraph HC-2.2.1, the CBB will take into account all actions of the Board and its members. The interest of the licensee includes the licensee's continued compliance with all relevant Rules and Regulations, and the interests of employees, customers and other stakeholders. The interest of shareholders includes the current and future value of the licensee, its status as a going concern, transparency and disclosure of information to the market. The interest of policyholders includes ensuring that the licensee fulfils its obligations under its policies and treats all policyholders fairly and pays equal regard to the interests of all policyholders and groups of policyholders.

HC-2.2.3

Each member of the board must understand that under the Company Law he is personally accountable to the insurance licensee and the shareholders if he violates his legal duty of loyalty to the insurance licensee, and that he can be personally sued by the insurance licensee or the shareholders for such violations.

HC-2.2.4

An insurance licensee's Board must establish and disseminate to all employees and appointed representatives of the licensee a corporate code of conduct.

HC-2.2.5

The requirements of Paragraph HC-2.2.4 do not apply to captive insurance firms, but should be considered as guidance.

HC-2.2.6

The code of conduct must establish standards by giving examples or expectations of:

HC-2.2.7

The Board must establish and disseminate to employees and appointed representatives policies and processes for the identification, reporting and prevention or management of potential conflicts of interest, including matters such as:

HC-2.2.8

Any transaction in which Board members or any member of management have potential conflicts of interest should either be proscribed or require formal documented approval by the Board, with measures taken to manage those conflicts (See also Paragraph HC-2.4.1).

HC-2.2.9

The Board must ensure that policies and procedures are in place to ensure that necessary customer confidentiality is maintained.

HC-2.2.10

The duty of loyalty includes a duty not to use property of the insurance licensee for his personal needs as though it was his own property, not to disclose confidential information of the insurance licensee or use it for his personal profit, not to take business opportunities of the insurance licensee for himself, not to compete in business with the insurance licensee, and to serve the insurance licensee's interest in any transactions with a company in which he has a personal interest, such as in related party transactions.

HC-2.2.11

For purposes of Paragraph HC-2.2.10, an approved person should be considered to have a "personal interest" in a transaction with a company if:

is a party to the transaction or has a material financial interest in the transaction. (Transactions and interests which are de minimis in value should not be included.)