A Company must have a clearly defined organisational structure and decision-making process with authorities delegated by the Board to Senior Management.
2.
Under the direction and oversight of the Board, Senior Management must carry out and manage the Company's activities in a manner consistent with the business strategy, Risk Appetite, compensation and other policies approved by the Board. They must also promote rigorous risk management and internal controls through personal conduct and transparent policies.
3.
Senior Management must provide the Board with the information it requires to carry out its responsibilities, including the supervision and assessment of the performance of Senior Management.
4.
Senior Management must report and take timely remedial action towards any breach of any applicable laws and Regulations or internal policies, and must maintain adequate and orderly records of the Company.
5.
A member of Senior Management may not hold a Staff position in any other entity, neither inside nor outside of the Group, where applicable. A member of Senior Management may hold memberships in the boards of up to two (2) non-insurance entities outside of the Group. In addition, the members of Senior Management, with the exception of chief risk officers and heads of the compliance and internal audit functions, may hold memberships in the boards of entities inside the insurance Group. The member of Senior Management must obtain approval from the Board before accepting nomination to serve on a board in any other entity; and no conflict of interest must be present.
6.
The non-objection of the Central Bank must be obtained prior to the appointment or renewal of employment contracts of any member of Senior Management and other persons as determined by the Central Bank from time to time. In all cases, a Company must immediately notify the Central Bank if it becomes aware of any material information that may negatively affect the fit and proper assessment of a member of Senior Management or any other person determined by the Central Bank.
7.
a.
Senior Management are subject to the same requirements as specified in sub-article (5) of Article (5) of this Regulation.
b.
Staff, including Senior Management, may not represent on the Board, any of the shareholders of the Company.