Gibraltar: Tightening corporate governance rules

The Gibraltar Financial Services Commission (FSC) has released new draft guidance to remind regulated firms of their responsibility to hold frequent board meetings.

Additionally, it clarifies what the FSC considers best practice regarding the number of these meetings held outside of Gibraltar given the absence of legislative regulation.

The following guidelines have been drafted:

  • board meetings are to be held and recorded at least quarterly or more frequently whenever any key strategic decision is required or if there is any matter requiring Board approval
  • the meeting should be recorded by way of a Minute or Resolution in writing, accurately reflecting the meeting or decision held
  • where it is not possible to hold all board meetings in Gibraltar, the FSC expects at least three or four (or 75%) to be held in Gibraltar
  • the minimum quorum should be in physical attendance, but others may attend by telephone or video conference if there are unavoidable circumstances.

The FSC explained that the guidelines establish a benchmark of "best practices" that firms will be required to adhere to. Those unable to meet this benchmark must document the reasoning behind the deficiency. This documentation will be assessed on an individual basis by the FSC as part of its on-site risk assessments, with any additional staff or management meetings held by the regulated firm also taken into consideration.

 
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