Disqualification of directors, management and workers

(1) No person shall apply for, or obtain, or be eligible, or continue to be employed, as a director, officer, manager, secretary or other worker of any licensee licensed under this Act, without prior approval in writing of the Central Bank if– (a) he has been a director of, or directly or indirectly involved in, the management of a bank which has had its licence revoked in accordance with section 25 and section 27 or section 19 of the Domestic Banks and Financial Institutions Act or in accordance with the banking laws of another country; CAP. 263. (b) he has been dismissed from the management of a bank for an act or conduct involving dishonesty or fraud; 35 (c) he has been convicted in Belize or elsewhere for any offence triable on indictment in Belize; (d) he is or becomes bankrupt, suspends payment to, or compounds with, his creditors; (e) he is, in the opinion of the Central Bank, not a fit and proper person to work or continue to work for a licensee; or (f) he is an approved auditor for the licensee as provided in section 30, or is an officer of a company which is an approved auditor. (2) Every person who contravenes the provisions of sub- section (1) commits an offence and shall be liable on summary conviction to a fine not exceeding ten thousand dollars or to imprisonment for a term not exceeding two years, or to both such fine and term of imprisonment. (3) Every director and officer of a licensee, 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 the best interests of the licensee; and (b) exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. (4) A director or officer of a licensee who– (a) is a party to a material loan, contract or transaction, or a proposed material loan, contract or transaction with the licensee; or (b) is a director or officer of, or has a material interest in or a material relation to, any person who is a party to a material loan, contract or 36 transaction, or a proposed material loan, contract or transaction with the licensee, shall disclose in writing to the licensee the nature and extent of the material interest or relation. (5) The disclosure required by sub-section (4) shall be made by the director or officer when the matter or proposed contract comes or ought reasonably to have come to the attention of the director or officer. (6) A general notice in writing to the board of directors by a director or officer, disclosing at the time such person assumes or is appointed to his office and from time to time (but in no event less than annually) every material commercial, financial, agricultural, industrial or other business or family interest that such person has at the time, and stating that the person is to be regarded as interested in any material contract between the licensee and any person named in the disclosure, shall be a sufficient declaration of material interest in relation to any such contract. (7) A director or officer who has a material interest or a material relation within the scope of sub-sections (4) to (6) shall leave any meeting at which the matter is discussed, and shall refrain from voting on any matter related thereto which becomes the subject of action by the board of directors of the licensee, provided that such an interest, if so disclosed, shall not disqualify the interested person for purposes of constituting a quorum. (8) For the purposes of sub-sections (4) and (6), a director or officer shall be deemed to have a material interest in, or material relation to, another person, if that director or officer, or the spouse, parent, sibling or child of such director or officer– (a) in the case of another person who is a company, partnership or similar entity, is or during the last fiscal year has been an officer, director or partner of such company, 37 partnership or entity, or owns or has the power to vote, or during the last fiscal year has owned or held the power to vote, ten per centum or more of any class of shares or other equity interest of such company, partnership or entity; (b) owes money to or otherwise is indebted to, or is a guarantor of any obligation of such other person in an amount exceeding two per centum of the fully paid-up and unimpaired capital and reserves of the licensee; (c) engages or during the last fiscal year has engaged in any transaction with such other person in an amount which exceeds ten per centum of the director’s or officer’s net worth; or (d) is the spouse, parent, sibling or child of any person described in paragraphs (b) or (c). (9) Where a director or officer fails to disclose a material conflict of interest in accordance with this section, the Central Bank may request the licensee to suspend the director or officer from office for any period not exceeding one year. (10) A director or officer who contravenes sub-section (4) or (6) commits an offence and shall be liable on summary conviction to a fine not exceeding twenty-five thousand dollars or to imprisonment for a term not exceeding six months, or to both such fine and imprisonment. (11) Any officer of a licensee who with intent to deceive– (a) makes any false or misleading statement or entry or omits any statement or entry that should be made in any book, account, report or statement of the licensee; or 38 (b) obstructs or attempts to obstruct the proper performance by an auditor of his duties in accordance with the provisions of this Act, or a lawful examination of the licensee by a duly authorised examiner appointed by the Central Bank under section 32 or 33, commits an offence and shall be liable on summary conviction to a fine not exceeding fifty thousand dollars, or to imprisonment for a term not exceeding twelve months, or to both such fine and imprisonment.