Every person who is, or is to be, a controller or officer of a registered person is a fit and proper person to perform functions in relation to any activity carried on by the registered person.
In determining whether a person is a fit and proper person to hold any particular position, regard shall be had to his probity, to his competence and soundness of judgement for fulfilling the responsibilities of that position, to the diligence with which he is fulfilling or likely to fulfil those responsibilities and to whether the interests of clients or potential clients of the registered person are, or are likely to be, in any way threatened by his holding that position.
Without prejudice to the generality of the foregoing provisions, regard may be had to the previous conduct and activities in business or financial matters of the person in question and, in particular, to any evidence that he has—
committed an offence involving fraud or other dishonesty or violence; contravened any provision made by or under any enactment appearing to the Authority to be designed for protecting members of the public against financial loss due to dishonesty, incompetence or malpractice by persons concerned in the provision of banking, insurance, investment or other financial services or the management of companies or against financial loss due to the conduct of discharged or undischarged bankrupts;
engaged in any business practices appearing to the Authority to be deceitful or oppressive or otherwise improper (whether lawful or not) or which otherwise reflect discredit on his method of conducting business; engaged in or has been associated with any other business practices or otherwise conducted himself in such a way as to cast doubt on his competence and soundness of judgement.
CORPORATE GOVERNANCE
Insurers shall implement corporate governance policies and processes as the Authority considers appropriate given the nature, size, complexity and risk profile of the insurer.
BUSINESS TO BE DIRECTED BY AT LEAST TWO INDIVIDUALS
If a body corporate, at least two individuals shall effectively direct the business of the registered person.
1 (1) (2) (3) (a) (b) (c) (d) 1A 2
COMPOSITION OF BOARD OF DIRECTORS
If a body corporate, the directors shall include such number (if any) of directors without executive responsibility for the management of its business as the registered person considers appropriate having regard to the circumstances of the registered person and the nature and scale of its operations; subject to the power of the Authority to review and require the addition of non-executive directors as it may deem appropriate.
BUSINESS TO BE CONDUCTED IN PRUDENT MANNER
(1) The registered person conducts, or, in the case of a registered person which is not yet carrying on business, will conduct its business in a prudent manner.
In determining whether a registered person is conducting its business in a prudent manner, the Authority shall take into account any failure by the registered person to comply with the provisions of—
this Act;
any other law, including provisions of the law pertaining to anti-money laundering and anti-financing of terrorism as provided in the Proceeds of Crime Act 1997, the Anti-Terrorism (Financial and Other Measures) Act 2004 and the Proceeds of Crime (Anti-Money Laundering and Anti- Terrorist Financing) Regulations 2008;
the code of conduct; and
international sanctions in force in Bermuda.
A registered person that is an insurer shall not be regarded as conducting its business in a prudent manner unless it maintains, or as the case may be, will maintain sufficient capital to enable it to meet its insurance obligations given the size, business mix, complexity and risk-profile of its business.
A registered person shall not be regarded as conducting its business in a prudent manner unless it maintains or, as the case may be, will maintain adequate accounting and other records of its business and adequate systems of control of its business and records.
Those records and systems shall not be regarded as adequate unless they are such as to enable the business of the registered person to be prudently managed and the registered person to comply with the duties imposed on it by or under this Act or other provision of law; and in determining whether those systems are adequate the Authority shall have regard to the nature and scale of its operations and the functions and responsibilities in respect of them of any such directors of the registered person as are mentioned in paragraph 3.
Subparagraphs (2) to (4) are without prejudice to the generality of subparagraph (1). 3 4 (2) (a) (b) (c) (d) (2A) (3) (4) (5)
CONSOLIDATED SUPERVISION
The position of the registered person within the structure of any group to which it may belong shall be such that it will not obstruct the conduct of effective consolidated supervision.
INTEGRITY AND SKILL
The business of the registered person is or, in the case of a registered person which is not yet carrying on business, will be carried on with integrity and the professional skills appropriate to the nature and scale of its activities.
[Schedule inserted by 2006:28 s.19 effective 24 July 2006; para 4(2) amended by 2006:42 s.6 effective 29 December 2006; para 4(2A) inserted by 2008:34 s.26 effective 31 December 2008; para 1(1) and 4(2) amended by 2012 : 22 s. 23 effective 1 August 2012; para 1A inserted and para 3 amended by 2015 : 2 s. 9 effective 27 February 2015]
[Assent Date: 7 July 1978]
[This Act was brought into operation on 1 January 1980]
[Amended by: 1995 : 20 1998 : 8 BR 81 / 1999 2001 : 27 2001 : 33 2002 : 29 2002 : 39 2004 : 29 2006 : 28 2006 : 42 2008 : 3 2008 : 34 2008 : 46 2009 : 49 2010 : 11 2010 : 22 2010 : 60 2010 : 58 BR 5 / 2011 2011 : 44 2012 : 22 5 6
2012 : 36 2013 : 33 2013 : 46 2015 : 2]