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6.9 Committees

N 35/2018 STA
  1. 6.9.1The Licensed Person, irrespective of its legal form or constitution, must constitute at least two committees as per Paragraphs 6.9.2 and 6.9.3 of this Chapter;
  2. 6.9.2An Audit Committee must be constituted in order to:
    1. a)recommend the name(s) of appropriate External Auditors for the approval of the Board of Directors (or of the Owner/ Partners where there is no Board of Directors) to carry out the annual financial audit;
    2. b)review and ensure that the Internal Audit Charter and the Internal Audit Plan are appropriate to the nature, size and complexity of the business prior to obtaining approval from the Board of Directors (or from the Owner/Partners where there is no Board of Directors);
    3. c)review all internal/external audit reports, management letters, etc.;
    4. d)review action plans to address findings of the internal/external reports; and
    5. e)provide updates about various matters mentioned under Paragraphs 6.9.2 (a) to (d) of this Chapter to the Board of Directors (or to the Owner/Partners where there is no Board of Directors).
  3. 6.9.3A Compliance Committee must be constituted in order to:
    1. a)recommend the name(s) of appropriate External Auditors for the approval of the Board of Directors (or of the Owner/Partners where there is no Board of Directors) to perform an Agreed-Upon Procedures on the AML/CFT compliance function annually;
    2. b)review various ML/FT risks associated with the business and confirm that appropriate policies, procedures, controls, resources, etc. are in place to mitigate such risks;
    3. c)periodically review resources, systems and tools available to the Compliance Officer and ensure that they are appropriate to the nature, size and complexity of the business;
    4. d)review recommendations from the Annual Report of the Compliance officer;
    5. e)review findings of internal audit, independent review of the AML/CFT compliance function by External Auditors, the Central Bank examinations and all related action plans; and
    6. f)provide updates about various matters mentioned under Paragraphs 6.9.3 (a) to (e) of this Chapter to the Board of Directors (or to the Owner/Partners where there is no Board of Directors).
  4. 6.9.4Composition of Committees:
    1. a)The Audit Committee must include the following members at a minimum:
      • •at least one Director of the Board or the Owner or at least one Partner;
      • •Manager in Charge;
      • •Internal Auditor; and
      • •Any other functional heads, if the Licensed Person deems it necessary.
    2. b)The Compliance Committee must include the following members at a minimum:
      • •at least one Director of the Board or the Owner or at least one Partner;
      • •Manager in Charge;
      • •Compliance Officer;
      • •Alternate Compliance Officer; and
      • •Any other functional heads, if the Licensed Person deems it necessary.
  5. 6.9.5Committees must meet at least once in every quarter and minutes of such meetings must be available for the verification of the Central Bank Examiners.