Limits on directors and officers

(1) A person who has been– (a) a director or officer of a company in the ten years immediately preceding a winding-up order being made by a court or the date that the company has been placed in receivership; (b) bankrupt or becomes bankrupt or fails to meet his financial obligations to creditors; (c) a director or officer of a former licensee, the licence of which has been revoked, unless such revocation was due to– (i) its amalgamation with licensee or company; or (ii) its voluntary winding-up, shall not, without the express approval of the Central Bank, act or continue to act as a director or officer or, be concerned in any way in the management of a licensee or financial holding (2) A person who– (a) has been convicted by a court for an offence involving fraud, dishonesty, a contravention of the Money Laundering and Terrorism (Prevention) Act or any regulations made thereunder or such other statutory provision in relation to the prevention of money laundering CAP. 104. 91 and the combating of terrorist financing as may be in force from time to time; (b) is or was convicted of an offence under this Act; or (c) is not a fit and proper person in accordance with section 5, shall not act or continue to act as a director or officer of, or be concerned in any way in the management of a licensee or (3) Where a licensee is a member of a financial group, a (a) of the licensee; or (b) of a company that is part of the financial group, may act or continue to act as a director or officer or be concerned in the management of a financial entity where that financial entity is part of the financial group. (4) Where, for the purpose of sub-section (2)(c), a person is not regarded, or is no longer regarded, as fit and proper by the Central Bank, the Central Bank shall serve a notice on the licensee or financial holding company and where appropriate, on the person concerned informing them that the Central Bank proposes to disqualify the person from being a director or officer, stating the reason for its decision and particulars of the rights conferred by sub-section (5) and by section 129. (5) The licensee or financial holding company and the person concerned may, within the period of fourteen days, commencing from the day after which the notice under sub- 92 section (4) is served, make written representations to the Central Bank which shall take such representations into account in deciding whether or not to disqualify the person from acting as a director or officer. (6) The Central Bank shall inform the licensee or financial holding company and the person concerned, by notice in writing, of the final decision of the Central Bank. (7) Where the decision of the Central Bank referred to in sub-section (6) is to disqualify the person, that person shall immediately cease to be a director or officer of the licensee or (8) Where– (a) the Central Bank places a restriction on the licence of a licensee; or (b) it appears to the Central Bank that a licensee’s capital or liquidity is inadequate to meet its liabilities and the Central Bank has so notified the licensee, the licensee and any financial holding company of the licensee shall notify the Central Bank at least thirty days before the effective date of election or appointment of any director or officer and shall not elect to the board such director or appoint such officer if within the thirty-day period the Central Bank disapproves of such appointment or employment. (9) Notwithstanding the liability of a person under sub- section (12), it shall be the duty of every licensee and financial holding company to ensure that its directors and officers do not act or continue to act in contravention of this section. 93 (10) A licensee or financial holding company that contravenes sub-sections (8) and (9) commits an offence, and shall be liable to pay on summary conviction a penalty not exceeding ten thousand dollars for every day the offence continues. (11) Every– (a) person who contravenes sub-section (1) or (2)(a) or (b); (b) licensee or financial holding company upon which notice has been served under sub- section (6) and which permits a person who contravenes sub-section (1) or (2) to act or continue to act as a director of or be concerned in any way in the management of the licensee or financial holding company, commits an offence and is liable on summary conviction in the case of an individual to a fine not exceeding one hundred thousand dollars or to imprisonment for four years, or to both such fine and term of imprisonment, and in the case of a licensee or a financial holding company to a fine not exceeding one hundred thousand dollars and to a penalty of ten thousand dollars for each day that the failure continues. (12) A person referred to in sub-section (2)(c) who contravenes sub-section (7) commits an offence and is liable on summary conviction to a fine not exceeding one hundred thousand dollars or imprisonment for four years or to both such fine and term of imprisonment, and to a fine not exceeding ten thousand dollars for each day that the offence continues. (13) No person shall be elected or appointed as a director or officer of a licensee without the prior written approval of the Central Bank. Any licensee that fails to comply with this section 94 shall be liable to a fine not exceeding ten thousand dollars and to a fine not exceeding five thousand dollars for every day that the offence continues. (14) Only a natural person is entitled to serve as a director or officer of a licensee or a financial holding company.