the insurer is a Tier 1 insurer, subject to paragraphs (2), (3) and (4) and regulations 14(3) and 20, have a Board comprising at least a majority of directors who are independent directors; or
(ii)
the insurer is a Tier 2 insurer, subject to paragraphs (3) and (4) and regulations 23(3) and 29, have a Board comprising at least one-third of directors who are independent directors.
(2) Where a single substantial shareholder holds 50% or more of the share capital or the voting power in a Tier 1 insurer, paragraph (1)(b)(i) shall not apply to the Tier 1 insurer only if the Tier 1 insurer has a Board comprising —
(a)
at least a majority of directors who are independent from management and business relationships with the Tier 1 insurer; and
(b)
at least one-third of directors who are independent directors.
(3) If a member of the Board of an insurer resigns or ceases to be a member of the Board for any other reason, the insurer shall —
(a)
notify the Authority of the event within 14 days after the occurrence of the event; and
(b)
on or before its next annual general meeting, appoint such number of new directors as may be required to rectify the composition of the Board in accordance with the requirements under paragraph (1).
(4) Notwithstanding paragraph (3), the Authority may, upon being notified under paragraph (3)(a), direct the insurer to rectify the composition of the Board in accordance with the requirements under paragraph (1) within such time before the next annual general meeting of the insurer, subject to such conditions or restrictions as the Authority may specify, and the insurer shall comply with that direction.
(5) The Board shall maintain records of all its meetings.
(6) Any insurer which contravenes paragraph (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $25,000 and, in the case of a continuing offence, to a further fine not exceeding $2,500 for every day or part thereof during which the offence continues after conviction.
(7) Any insurer which contravenes paragraph (3)(a) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $25,000.
(8) Any insurer which fails to comply with any condition or restriction imposed by the Authority under paragraph (4) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $25,000.