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Revised Laws of Saint Lucia (2021)

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77. Remedial actions against directors, officers, employees or significant shareholders

(1) In sections 77 and 78 “relevant person” means director, officer, employee or significant shareholder.

(2) The Central Bank under section 75 with respect to any relevant person of a licensed financial institution or affiliate may take the following remedial actions —
1. (a) require the relevant person to reimburse the licensed financial institution for losses caused by any violations;
1. (b) prohibit the relevant person from direct or indirect exercise of voting rights attached to shares of the licensed financial institution;
1. © suspend the relevant person from his or her position with the licensed financial institution or declare him to no longer be fit and proper; and
1. (d) prohibit the payment of capital distributions or dividends to a relevant person.

(3) If the Central Bank has reasonable cause to believe that a financial institution or its shareholders, directors, officers, employees, attorneys, accountants or other professionals have engaged or are engaging in criminal or fraudulent activities, it shall immediately refer the matter to the authorities responsible for investigating and prosecuting the activities.

77. Remedial actions against directors, officers, employees or significant shareholders

1. Short title and commencement

3. Requirement for licence

5. Appointment of receiver for failure to hold licence

6. Repayment of funds obtained without licence

9. Licence fees and penalty for default

11. Conditions for licence

12. Variation of conditions for licence

13. Register of licensed financial institutions

16. Restricted words, names, and practices

17. Display of licence certificate

18. Offices and branches deemed one licensed financial institution

20. Ownership or control of licensed financial institutions

21. Written application for approval

23. Granting of approval

24. Person with control to be fit and proper

25. Grounds for disapproval of a transfer

26. Prohibition against selling below supervisory threshold

27. Group holdings to be deemed holdings of single member

29. Report by foreign licensed financial institution on change of control

31. Prohibition against transfer and acquisition of interest

32. Non-applicability of this Part to government or other persons

33. Variation of supervisory thresholds

34. Approval of application for licence by financial holding company

35. Requirement for licensing of financial holding companies

37. Considerations to grant licence to financial holding company

2. Interpretation

4. Examination of books of person carrying on banking business without a licence

44. Minimum paid-up or assigned capital

45. Maintenance of reserve fund

46. Adequacy of capital

47. Additional capital in respect of special risks

7. Application for licence

48. Liquidity requirement

8. Grant or denial of licence

50. Restrictions on exposures to related parties

10. Permissible activities

51. Restrictions on lending to employees

52. Prohibition of advances against security of own shares

53. Prohibition on engaging or investing in trade and outsourcing

14. Revocation of licence

55. Restrictions on investments in real property

15. Requirement to inform Minister for finance

56. Time limit for compliance with financial requirements

58. Record keeping and reporting required

59. Annual audit, report and publication of financial statements and results

19. Authorisation of location and approval of new business premises

60. Appointment of external auditor

61. Duties of external auditor

62. Remuneration of external auditor

22. Criteria for approval for ownership or control

64. Resignation or removal of external auditor

65. Request for copies of reports

66. External auditor to report to Central Bank

67. No liability for breach of duty

68. Failure to comply with request

28. Quarterly reports on ownership and control

69. Audited financial statements

70. Central Bank examination

71. Consolidated supervision

73. Reporting of group structures

74. Disclosure and access to books and records by Central Bank Examiner for examination

36. Application for licence by financial holding companies

38. Grant or denial of licence to financial holding company

79. Supplemental powers

39. Conditions for licence to financial holding company

80. Failure to comply with remedial actions

40. Restriction on activities of financial holding companies

81. Effective date of order, warning, agreement, direction

41. Limitation of risk to licensed financial institution

42. Revocation of licence of financial holding company

82. Suspension of persons charged with criminal offence etc.

83. Dismissal of criminal case not a bar to Central Bank action

43. Actions of fundamental change requiring approval

84. Persons convicted may be prohibited from banking business

85. Appointment of observer

88. Notification of removal of directors and officers

49. Limit on exposures

90. Central Bank may request further information

91. Extension of period for providing information

92. Disclosure of basis for charges and fees

94. Agreement or arrangement with foreign supervisory authority

54. Financial subsidiaries permitted

95. Furnishing of statement or return to participating governments

57. Maintenance of specified assets

100. Requirement for fit and proper policy

101. Notification to Central Bank of appointment of officers and directors

63. Immediate reports to Central Bank

104. Right to make representation

105. Notice of confirmed removal

106. Person to be removed from office

107. Effective date of removal

108. Failure to comply with a direction

109. Failure to comply with section 103

110. Declaration and registration of related interest and conflict of interest by director

111. Responsibility for deceiving statements and obstruction of audit or authorised examination

72. Prudential requirements

112. Management's duty of compliance with the requirements of the laws

113. Liability of directors, officers and partners

115. Notice of appointment of official administrator

75. Central Bank's powers of remedial action

76. Additional Central Bank remedial actions

116. Effective date of appointment

117. Persons qualified to be official administrator

118. Period of appointment

78. Additional Central Bank powers of remedial action against directors, officers, employees or significant shareholders

119. Replacement and removal of official administrator

120. Official administrator to be fit and proper

121. Declaration of conflict of interest

122. Transactions to be approved by Central Bank

123. Failure of official administrator to disclose interest

125. Central Bank oversight of official administration

86. Actions required for adequately capitalised licensed financial institutions or affiliates suffering losses

126. Suspension of dividends

127. Moratorium and effect of official administration on proceedings

87. Actions required for undercapitalised licensed financial institutions, or affiliates

128. Suspension of contractual early termination rights

89. Submission of returns and production of information as required by the Central Bank

129. Taking control of the licensed financial institution

131. Capital increase by existing shareholders

93. Restriction on advertising likely to mislead the public

133. Mergers, sales and other restructurings

135. Misconduct by shareholders, directors, officers or others

136. Expenses of the official administration

96. Prohibition against providing false, misleading statements

97. Minimum criteria for determining whether a person is fit and proper

137. Termination of official administration

98. Criteria for determining whether a person is fit and proper to be a significant shareholder

99. Determining whether business carried out in prudent manner

141. Central Bank oversight of receiver

102. Responsibility of board for corporate governance

143. Transfer of assets and liabilities

103. Removal and disqualification of director or officer

145. Taking control of the licensed financial institution or licensed financial holding company

146. Repudiation of contracts

148. Obligations of lessors of licensed financial institution or licensed financial holding company premises and utility providers

149. Protection of payment, clearance, and settlement systems

150. Determination of claims

151. Authority to disallow claims

152. Claims relating to eligible financial contracts

154. Unclaimed funds

114. Grounds for appointing an official administrator

155. Safe deposits and unclaimed property

156. Termination of receivership and final reporting to the Central Bank

157. Receiver to notify Central Bank of fraudulent activities

158. Voluntary liquidation

160. Notice to depositors of voluntary liquidation

161. Rights of depositors and creditors in voluntary liquidation

163. Insufficiency of assets in discharge of obligations in voluntary liquidation

124. General powers of the official administrator

164. Audited accounts, and conclusion of liquidation

165. Review of bank resolutions under Parts 9 or 10

166. Non-application of Companies Act, Cap. 13.01

168. Report, publication and disposal of abandoned property

169. Abandoned property to vest in the Crown

170. Safe deposit boxes

130. Inventory and plan of action to resolve the licensed financial institution or licensed financial holding company

134. Mandatory restructuring of liabilities

171. Sale of contents of a safe deposit box

172. Handling of proceeds of sale of abandoned property

132. Recapitalization by new shareholders

174. Failure to file report or to pay property

177. Transfers to be subject to stamp duty

138. Grounds of receivership

179. Administrative penalties

139. Qualifications and compensation for receiver

180. Administrative penalties to be placed to the credit of Central Bank

140. Commencement and notice of receivership

182. Working days of licensed financial institutions and licensed holding company

142. General powers of receiver

144. Effects of receivership

185. Court's powers in legal claims against Central Bank

186. Bridge financial institutions and asset management vehicles

147. Avoidance of pre-receivership transfers

189. Non-application of Aliens (Licensing) Act

190. Provisions applicable to credit institution, class of credit institution and financial group

191. Amendment of Schedules

192. Repeal and savings

153. Priorities in payment of claims

159. Cessation of business operations

162. Distribution of assets

167. Abandoned property

173. Claims on abandoned property

175. Banking business vesting order

176. Supplementary provision as to transfers

178. Secrecy of information

181. Schedule 3 offences

183. Regulations

187. Participating Government financing of transfers of deposits

184. Prudential standards

193. Transitional