Responsibility of the Board

CIMA's Board of Directors is responsible for the policies and general administration of the affairs and business of the Authority.

Appointment

The directors are appointed by the Governor in Cabinet of the Cayman Islands. However, in the case of the Managing Director (who is an ex officio director), this appointment is only made after consultation with the board. The Chairman of the Board and the Deputy Chairman of the Board are designated by the Governor after consultation with the directors appointed.

Membership Qualification

As prescribed by the Monetary Authority Law, a director “shall be a fit and proper person and shall have demonstrated to the satisfaction of the Governor substantial knowledge and experience relevant to at least some of the functions of the Authority." In addition, the directors:

1. shall not act as delegates on the board from any commercial, financial, agricultural, industrial or other interests with which they may be connected; and
2. shall hold office for a term of three years and shall be eligible for re-appointment.

Size of the Board

In addition to the Managing Director, the board consists of a maximum of nine other directors including the Chairman of the Board and the Deputy Chairman of the Board.

The Monetary Authority Law addresses corporate governance issues that include meetings and decisions of the board, disqualifications of directors, pecuniary interests and establishment of committees.

Committees

The board may delegate any of its duties and powers to a committee of the board, or to any other committee except a duty or power expressly imposed or conferred on it by the law. It has appointed the following committees.

Executive Committee

The Executive Committee comprises local directors including the Chairman and Deputy Chairman.

The committee has responsibility for all enforcement decisions, with the exception of any matters on which the Money Laundering Reporting Officer is obliged to report pursuant to the Money Laundering Regulations.

Management Committee

The Management Committee comprises the Managing Director as chairperson, the Deputy Managing Directors, the heads of the supervisory divisions and any other senior officer that the MD, with the board's approval, may designate. The committee is responsible for the Authority's operational decision-making, considers all issues that impact CIMA, and any matter the board may delegate to it from time to time.

The committee's primary role is considering and making decisions on licensing / registration applications, which are submitted by the supervisory divisions. It is also responsible for considering and making recommendations to the board on enforcement actions.

Sub-committees

There are currently two board sub-committees, as outlined below. Their aim is to expedite decision-making. They are comprised of delegates from the board, selected for their specific expertise, and members of senior management who have responsibility for those areas that the sub-committees cover.

Audit and Finance

This sub-committee assists the board in fulfilling its oversight responsibilities regarding CIMA’s financial position and results of operations. It reviews the financial reporting process, the system of internal control, the audit process and any other financial and audit matters referred to it by either the board or management.

Policy, Strategy and Legislative

Together with management, this sub-committee develops, and makes recommendations to the board, on CIMA’s mission, goals and strategic plan, as well as new regulatory policies and CIMA policies. The committee also makes recommendations regarding CIMA’s relationships with other regulatory and international organisations. It keeps under review with management any legal, legislative and regulatory matters and developments, such as proposed laws, regulations, memoranda of understanding, etc., that are relevant to CIMA or the industries CIMA regulates.

Operational Guidelines

The Board of Directors has adopted guidelines on significant corporate governance issues that supplement the provisions contained in the Monetary Authority Law. These guidelines include:

• The Board of Directors Code of Conduct
• The Management Committee Code of Conduct, and
• The Board of Directors Conflicts of Interests Code.

Conflicts of Interest

The issue of conflicts of interest is of particular importance to the Authority and the Board of Directors considers it essential that the financial industry and the broader local and international community at large have confidence in the integrity of the Authority and do not perceive the possibility of conflicts of interest as prejudicing that confidence.

Directors may have potential conflicts as they hold directorships or investments in, or have contractual arrangements with entities regulated by or dealing with the Authority. This benefits the Authority as they have current knowledge and experience of the regulated industry. However, the necessary procedures exist to protect against abuse and in accordance with the Board of Directors Conflicts of Interests Code these potential conflicts are fully disclosed and handled in a manner that maintains the integrity of CIMA and its decision-making.