HC-8 HC-8 Corporate Governance Disclosure
HC-8.1 HC-8.1 Principle
HC-8.1.1
The
insurance licensee must disclose its corporate governance.January 2011HC-8.2 HC-8.2 Disclosure under the Company Law and CBB Requirements
HC-8.2.1
The requirements in this Section do not apply to
captive insurance firms , but should be considered as guidance.Amended: October 2014
January 2011HC-8.2.2
The Board must oversee the process of disclosure, including corporate governance, to all
stakeholders . The Board must ensure that the licensee's communications are fair, transparent, comprehensive and timely.January 2011HC-8.2.3
In each
insurance licensee :(a) The Board must adopt written corporate governance guidelines covering the matters stated in Module HC and other corporate governance matters deemed appropriate by the Board. Such guidelines must include or refer to the principles and rules of Module HC;(b) Theinsurance licensee must publish the guidelines on its website, if it has a website (see HC-7.2.4);(c) At each annual shareholders' meeting the Board must report on theinsurance licensee's compliance with its guidelines and Module HC, and explain the extent if any to which it has varied them or believes that any variance or noncompliance was justified; and(d) At each annual shareholders' meeting the Board must also report on further items listed in Appendix D. Such information should be maintained on theinsurance licensee's website or held at theinsurance licensee's premises on behalf of the shareholders.January 2011HC-8.2.4
The CBB may issue a template as a guide for an
insurance licensee's annual meeting corporate governance discussion.January 2011HC-8.2.5
The Board must outline in its annual report its criteria and materiality thresholds for the definition of 'independence'. The
Directors must be identified in the annual report as executive,non-executive , orindependent non-executive .January 2011HC-8.2.6
Licensees should refer to Module PD (Public Disclosure) regarding all specific disclosures required.
January 2011
