Revised Laws of Saint Lucia (2023)

CORPORATE GOVERNANCE

ARTICLE 47
MINIMUM CRITERIA FOR DETERMINING WHETHER A PERSON IS FIT AND PROPER

(1)     The Credit Guarantee Corporation shall be required to have a policy that is consistent with this Agreement regarding what constitutes a fit and proper person and shall use that policy to determine if a person who is, or is likely to be a Director or an Officer of the Credit Guarantee Corporation is a fit and proper person to hold the particular position which he holds or is likely to hold.

(2)     In determining whether a person is a fit and proper person to hold any particular position, regard shall be had to —

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   (a)     that person's probity, competence and soundness of judgment for fulfilling the responsibilities of that position;

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   (b)     the academic or professional qualifications or effective experience in the relevant discipline of the person concerned;

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   (c)     the diligence with which that person is fulfilling or likely to fulfil the responsibilities of that position;

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   (d)     whether the person has failed to satisfy any judgment or order of a court locally or abroad including the repayment of a debt;

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   (e)     whether the person is an un-discharged bankrupt or has been declared a bankrupt locally or abroad; and

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   (f)     whether the person has been removed or suspended by a regulatory authority from serving as a Director or Officer in a corporation locally or abroad.

(3)     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 the person has —

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   (a)     committed an offence involving fraud or other dishonesty or violence;

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   (b)     contravened any provision made by or under an enactment 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 a discharged or un-discharged bankrupt;

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   (c)     engaged in any business practices appearing to the Board to be deceitful or oppressive or otherwise improper (whether unlawful or not) or which otherwise discredit that person's method of conducting business;

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   (d)     an employment record which leads the Board to believe that the person carried out an act of impropriety in the handling of his employer's business; or

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   (e)     engaged in or 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 judgment.

ARTICLE 48
NOTIFICATION TO CENTRAL BANK OF APPOINTMENT OF DIRECTORS AND OFFICERS

The Credit Guarantee Corporation shall give written notice to the Central Bank of the appointment of a Director or Officer within thirty days of the appointment of the Director or Officer.

ARTICLE 49
DISQUALIFICATION AND REMOVAL FROM OFFICE OF DIRECTOR

(1)     A person is disqualified from being appointed to or from holding office as a Director if he —

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   (a)     has been adjudged insolvent or has suspended payment to or compounded with his creditors;

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   (b)     has been or is a director or manager of a corporation, financial institution or financial service provider which has been wound up by a court, or was placed in receivership or official administration;

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   (c)     is of unsound mind and has been so found by a court in one of the Member Territories or elsewhere;

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   (d)     is debarred from practising his profession on account of any act involving dishonesty;

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   (e)     has been convicted of an offence and sentenced to a term of imprisonment in excess of six months;

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   (f)     has been convicted of any offence involving dishonesty;

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   (g)     is prohibited from being a Director by reason of any order made under any law.

(2)     The Monetary Council and the Board which have the responsibility for appointing Directors under paragraphs (1) and (3) of Article 11 shall have regard to paragraph (1) in carrying out their powers.

(3)     The Credit Guarantee Corporation shall —

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   (a)     within fifteen days of becoming aware that any of its Directors is disqualified from holding office, bring this information to the attention of the Board of Directors in order to cause the removal of the disqualified Director; and

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   (b)     notify the Central Bank of the circumstances under para-
   graph (a).

(4)     Where the Central Bank is satisfied that any of the Directors who is disqualified under paragraph (1), continues to hold office, the Central Bank shall, in writing, notify the Board of Directors of the effective date from which the disqualified Director ceases to be a Director pursuant to paragraph (1).

ARTICLE 50
RIGHT TO MAKE REPRESENTATION

Where the Central Bank issues a notification under paragraph (4) of Article 49, the Board of Directors may, within the period of fourteen days commencing from the day after which the notification is given, make written representations to the Central Bank, and the Central Bank shall take any such representations into account in determining the existence of any condition specified in paragraph (1) of Article 49.

ARTICLE 51
REMOVAL OF DIRECTOR FROM OFFICE

The Board of Directors shall within the period specified in the notification, remove the Director from the office; and notify the Director and the Participating Government, the ECCU Bankers Association or the appropriate Chamber of Commerce, as the case may be, in writing of the removal from office.