Duties of directors and officers

(1) Every director and officer of a licensee or of a financial holding company, in exercising the powers and discharging the duties of that person’s office, shall– (a) act honestly and in good faith with a view to securing first the best interests of the licensee; and (b) exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. (2) The directors of a licensee or financial holding company shall notify the Central Bank of any developments that pose material risks to the licensee or financial holding company. 101 (3) A director who contravenes sub-section (2) commits an offence and is liable on summary conviction to a fine not exceeding fifty thousand dollars. (4) A director of a licensee or of a financial holding company who– (a) resigns; (b) receives a notice or otherwise learns of a meeting of shareholders called for the purpose of removing him from office; or (c) receives a notice or otherwise learns of a meeting of directors or shareholders at which another person is to be appointed or elected to fill the office upon his resignation or removal from office or because his term of office has expired or is about to expire, shall submit to the Central Bank a written statement giving the reasons for his resignation or departure from office, or, where applicable, the reasons that he opposes any such proposed action or resolution.