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  • HC-2.2 HC-2.2 Personal Accountability

    • 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 clients.

      October 2019

    • 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, clients 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 clients includes ensuring that the licensee fulfils its obligations under its terms of business and treats all clients fairly and pays equal regard to the interests of all clients.

      October 2019

    • HC-2.2.3

      Each member of the board must understand that under the Commercial Companies Law 2001, as amended, he is personally accountable to the licensee and the shareholders if he violates his legal duty of loyalty to the licensee, and that he can be personally sued by the licensee or the shareholders for such violations.

      October 2019

    • HC-2.2.4

      A licensee's Board must establish and disseminate to all employees of the licensee a corporate code of conduct.

      October 2019

    • HC-2.2.5

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

      (a) Honesty;
      (b) Integrity;
      (c) The avoidance or disclosure of conflicts of interest;
      (d) Maintaining confidentiality;
      (e) Professionalism;
      (f) Commitment to the law and best practices; and
      (g) Reliability.
      October 2019

    • HC-2.2.6

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

      (a) Related party transactions;
      (b) The misuse of the licensee's assets; and
      (c) The use of privileged information for personal advantage ('insider trading').
      October 2019

    • HC-2.2.7

      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).

      October 2019

    • HC-2.2.8

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

      Amended: January 2020
      Added: October 2019

    • HC-2.2.9

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

      October 2019

    • HC-2.2.10

      For purposes of Paragraph HC-2.2.9, an approved person must be considered to have a "personal interest" in a transaction with the company if:

      (a) He himself;
      (b) A member of his family (i.e. spouse, father, mother, sons, daughters, brothers or sisters); or
      (c) Another company of which he is a director or controller, is a party to the transaction or has a material financial interest in the transaction.
      October 2019