• CTRL Chapter 2 CTRL Chapter 2 Corporate governance principles

    • CTRL 2.1.1 Principle 1 — approval of corporate governance framework

      The governing body of an authorised firm must approve a corporate governance framework for the firm:

      (a) that is appropriate to the nature, scale and complexity of the firm’s business; and
      (b) under which the governing body is ultimately responsible for ensuring that the firm carries out the firm’s obligations under these rules.

       

      Derived from QFCRA RM/2012-4 (as from 1st July 2013)
      Amended by QFCRA RM/2020-4 (as from 1st July 2021)

    • CTRL 2.1.2 Principle 2 — implementation of corporate governance framework

      The senior management of an authorised firm must ensure that the corporate governance framework is effectively implemented and maintained throughout the firm’s business.

       

      Derived from QFCRA RM/2012-4 (as from 1st July 2013)
      Amended by QFCRA RM/2020-4 (as from 1st July 2021)

    • CTRL 2.1.3 Principle 3 — knowledge, skills and expertise

      The governing body and senior management of an authorised firm must have an appropriate mix of knowledge, skills and expertise to ensure that the firm is effectively managed commensurately with the nature, scale and complexity of its business.

       

      Derived from QFCRA RM/2012-4 (as from 1st July 2013)
      Amended by QFCRA RM/2020-4 (as from 1st July 2021)

    • CTRL 2.1.4 Principle 4 — review

      The governing body of an authorised firm must ensure that the firm reviews its corporate governance framework and risk management framework appropriately, and does so sufficiently often to ensure that:

      (a) the frameworks remain effective;
      (b) the functions within the frameworks remain independent; and
      (c) any necessary corrective action is taken.
      Note The review must be carried out every 3 years, or more often if the Regulatory Authority so directs—see rule 3.1.19.

       

      Derived from QFCRA RM/2012-4 (as from 1st July 2013)
      Amended by QFCRA RM/2020-4 (as from 1st July 2021)

    • CTRL 2.1.5 Principle 5 — transparency

      (1) The governing body of an authorised firm that is a company must disclose to the firm’s shareholders, customers and other stakeholders the information necessary to enable them to assess the effectiveness of the governing body and senior management in governing and managing the firm.
      (2) The firm must disclose at least the following:
      (a) the names of the members of the body and its committees;
      (b) information on the firm’s objectives, its organisational and governance structures and policies, and its major shareholders.
      (3) The extent of the disclosure must be proportionate to the firm’s size, complexity, structure, economic significance and risk profile.
      (4) The firm may comply with this rule by publishing the information on its website.

       

      Derived from QFCRA RM/2020-4 (as from 1st July 2021)