Gibraltar NED/iNED Registration

In close collaboration with the Gibraltar NED Forum (https://www.linkedin.com/groups/9519515), GACO is offering any NED and iNED in Gibraltar the opportunity to register their Name, their LinkedIn Profile as well as their main skills here on this webpage. This will ensure that any entity voluntarily wanting to appoint a NED/iNED or having to appoint one to comply with regulatory requirements, can at all times check the available NEDs/iNEDs via a single entry point.

The registration is completely free and open to individuals that are available and have the necessary skills to be appointed as NEDs/iNEDs in Gibraltar.

Recent changes to the Financial Services Act 2019, stipulate the following requirements in relation to the appointment of NEDs/iNEDs:

Non-executive directors:

88A.(1) Schedule 15 requires certain categories of RI firm–
(a) to appoint one or more non-executive directors; and
(b) to ensure that certain regulated functions are performed by non-executive directors.
(2) Subject to subsection (3), an individual appointed as a non-executive director, whether or not they perform any other regulated function, must be a regulated individual.
(3) Paragraph 2(4) of Schedule 15 provides for certain categories of RI firm to appoint non-executive directors who may but need not be regulated individuals.”.

“SCHEDULE 15 - Section 88A - NON-EXECUTIVE DIRECTORS - Interpretation:

1. In this Schedule–
• “independent” is to be construed in accordance with paragraph 3;
• “non-executive director” means an individual who is a member of a company's board of directors who has no executive responsibilities in, and is not an employee of, the company;
• “senior independent director” means the independent non-executive director appointed by a company's board of directors to lead oversight of–

(a) the performance of the Chair; and
(b) the adequacy and quality of the resources provided by the firm to enable the Chair to fulfil that role.

Requirement to have non-executive directors:

2.(1) A regulated firm that is a company which is–
(a) a credit institution;
(b) an insurance or re-insurance undertaking (other than a captive insurer or captive reinsurer);
(c) a large investment firm;
(d) an electronic money institution; or
(e) a DLT provider,

Must have not less than two independent non-executive directors who must be approved as regulated individuals.

(2) The GFSC may waive or modify the application of sub-paragraph (1) to a regulated firm where the GFSC is satisfied that doing so is appropriate, and a waiver or modification may be for such period or subject to such conditions as the GFSC may specify.

(3) A regulated firm which is a company other than one to which sub-paragraph (1) applies must have at least one independent non-executive director, but such a director does not need to be approved as a regulated individual.

(4) The requirement in sub-paragraph (3) does not apply–

(a) to a regulated firm which is only authorised as one or more of the following–
(i) company manager;
(ii) professional trustee or foundation councillor;
(iii) trust administrator; or
(iv) bureau de change; or

(b) where the GFSC has agreed to waive its application to–

(i) a firm, by agreement with that firm; or
(ii) firms of a specified class or description to which the firm belongs.

(5) For the purposes of sub-paragraph (4)(b)(ii), “specified” means specified by the GFSC, with the consent of the Minister, in a notice published in the manner it considers appropriate.

(6) The GFSC, acting in accordance with section 70, may require a regulated firm to which sub-paragraph (1) or (3) applies to have more than the minimum number of non-executive directors (whether independent or not) specified in the relevant sub-paragraph.

Independence of non-executive directors:

3.(1) A regulated firm to which paragraph 2(1) or (3) applies must identify in its annual report each non-executive director it considers to be independent.
(2) A non-executive director may be regarded as independent if the individual has no business, family or other interest or relationship (and has not recently had such an interest or relationship) which may influence, or may reasonably be perceived to influence, the individual’s capacity to make independent judgements on issues before the company’s board and to act in the best interests of the company as a whole.
(3) A non-executive director is not to be regarded as having (or having had) an interest or relationship to which sub-paragraph (2) applies solely on the basis that the individual is acting or has acted for the company as a professional adviser in the ordinary course of professional practice.
(4) Where a non-executive director which the company considers to be independent has or recently had–

(a) an interest or relationship of the kind in sub-paragraph (2); or
(b) a professional connection of the kind in sub-paragraph (3),

the company must provide a clear explanation of its decision in its annual report.

Regulated functions to be performed by non-executive directors:

4.(1) In a regulated firm that is a company to which paragraph 2(1) applies, each of the following regulated functions in Part 3 of Schedule 14 must be performed by independent non-executive directors–

(a) Chair;
(b) Chair of the risk committee;
(c) Chair of the audit committee.

(2) In such a firm the same independent non-executive director may not be appointed as both the Chair and the Chair of the audit committee.

Requirement to have senior independent director:

5. Where a regulated firm to which paragraph 2(1) or (3) applies has three or more non-executive directors, it must appoint one of them to be the senior independent director.