Stakeholder Letter for CSP Corporate Governance Policy (2016-02-09)

Summary

This is a stakeholder letter from the Bermuda Monetary Authority summarizing industry feedback received on its 2015 consultation paper for a draft Corporate Governance Policy applicable to corporate service providers (CSPs) licensed under the Corporate Service Provider Business Act 2012, and explaining how the Authority revised the draft Policy in response.

• Proportionality (general): A new paragraph 2 was added to the Policy clarifying that nature, scale and complexity of a CSP will be assessed collectively, not individually, when determining compliance.
• Proportionality (complexity): References to complexity were largely removed from the Policy, with focus shifted to size of business and range of activities/client types as the key drivers of expected governance arrangements.
• Independence: The Policy does not mandate independent non-executive directors; guidance uses permissive language and the term independent directors was replaced with non-executive directors (paragraph 22).
• Risk management and internal controls: The separate internal control system principle (Principle 7) was removed and consolidated into the risk management principle (Principle 6), simplifying the Policy.

The letter is a consultation response and explanatory notice rather than a binding rule in itself; it describes changes made to the still-developing Corporate Governance Policy and does not set out new filing deadlines or direct compliance actions.

Applies to

corporate service providers (CSPs)