9-1

An Insurance Broker must have in place effective, robust and well-documented Corporate Governance arrangements, including a clear organizational structure with well-defined, transparent and consistent lines of responsibility.

9-2

The Corporate Governance arrangements referred to in Article (9.1) must be comprehensive and proportionate to the nature, scale and complexity of the operations of the Insurance Broker, and must contain, at a minimum:

a.

an organization chart showing each division, department or unit, indicating the name of each responsible individual accompanied by a description of the respective function and responsibilities;

b.

controls on Conflicts of Interest;

c.

controls on integrity and transparency of the Insurance Broker’s operations;

d.

controls to ensure compliance with Central Bank Laws and Regulations;

e.

methods for maintaining confidentiality of information;

f.

procedures for regular monitoring and auditing of all Corporate Governance arrangements;

g.

a professional code of conduct for the Insurance Broker’s Representatives and Staff, to ensure their compliance with Central Bank Laws and Regulations; and

h.

a whistleblowing policy mechanism to ensure protection of Staff who raise concerns from detrimental treatment or reprisals.

9-3

An Insurance Broker’s organisational structure must incorporate a “three lines of defence” approach comprising of:

a.

the business lines;

b.

the risk and compliance functions; and

c.

independent internal audit function.