International Business Corporations (Amendment) Act, 1998 (Continued)

"262. An insurance corporation that is to say, a corporation that is licensed to carry on an international insurance business solely or together with any other international trade or business, shall, as a condition of that license, comply with the minimal capitalization requirements and such other requirements as prescribed in the Regulations issued under this Act."

27. Division H of the principal Act is amended in the heading by repealing the following:

"Annual".

28. Section 282 of the principal Act is repeated and the following section is substituted:

"fees
282. The Minister of Finance shall make regulations prescribing the fees payable under this Act."

29. Section 283 of the principal Act is repealed and the following section is substituted:

"Payment of fees.
283. All fees prescribed under this Act shall be paid at the times and in the manner prescribed by this Act and the Regulations."

30. Section 287 of the principal Act is amended in subsection (1) as follows:

(a)by repeating paragraph (b) and substituting the following paragraph:

"(b) its business is not being conducted in accordance with the provisions of this Act, the Money Laundering (Prevention)Act 1996, any other statute, or the regulations made thereunder, or, in the case of an international banking, trust or insurance corporation, its business is being conducted in an imprudent manner:",

(b)by repealing paragraph (c) and substituting the following paragraph:

"(c) the corporation refuses to submit to an examination or investigation of its records or operations as required by this Act, the Money Laundering (Prevention) Act 1996 any other statute or the regulations made thereunder," and

(c)in paragraph (d), by repealing "under this Act".

31. The heading in PART V of the principal Act is repealed and the following heading is substituted:

32. Section 316 of the principal Act is repealed and the following section is substituted:

"Establishment of the Authority.
316. (1) There is hereby established for the purposes of this Act the International Financial Sector Authority.

(2) The Authority shall be a body corporate with perpetual succession and a common seal having the capacity to sue and be sued in its own name and the capacity to do anything and enter into any transaction which, in the opinion of the Authority, is necessary to ensure the proper performance of its functions.

(3) The Authority shall be responsible for the administration of this Act, including but not limited to, issuing certificates of incorporation to international business corporations, regulating international business corporations. licensing and regulating international financial institutions, and fostering the development of Antigua and Barbuda's international business corporations sector

(4) The Authority shall, in performing any of its functions under this Act take such action as may be necessary and practicable to ensure the integrity and growth of the international business corporations sector.

(5) The Authority may enter into contracts with third parties at such remuneration and on such terms and conditions as it thinks fit, and such parties will be empowered to act with the authority vested in them through and in accordance with the terms of such contract.

(6) The Authority shall be managed by a Board of Directors, which shall consist of the following persons

(a) a Chairman with at least ten years banking, trust insurance and/or related experience, appointed for a term of five years in the first instance under an engagement agreement by the Minister of Finance with the approval of the Cabinet with compensation to be determined by the Minister of Finance, who shall be responsible for the administration of the Authority, including calling and presiding over meetings of the Board, and may only be removed by the Minister of Finance with the approval of the Cabinet in accordance with the terms of his engagement agreement;

(b) a Deputy Chairman, with at least ten years banking, trust. insurance and/or related experience appointed for a term of five years in the first instance under an engagement agreement by the Minister of Finance with the approval of the Cabinet with compensation to be determined by the Minister of Finance, who shall act as chairman in the chairman's absence, whose compensation shall be determined by the Minister of Finance, and who may only be removed by the Minister of Finance with the approval of the Cabinet, in accordance with the terms of his engagement agreement, and

(c) four other persons, each with at least seven years banking, trust, insurance and/or related experience, appointed for a term of five years each in the first instance under engagement agreements by the Minister of Finance with the approval of the Cabinet whose compensation shall be determined by the Minister of Finance, and who may only be removed by the Minister of Finance with the approval of the Cabinet, in accordance with the terms of their engagement agreements.

(7) An Executive Director and Deputy Executive Director, each with at least seven years banking, trust, insurance and/or related experience, shall be appointed for a term of five years each in the first instance under engagement agreements by the Board with the approval of the Minister of Finance with compensations to be determined by the Board, and may be removed by the Board in accordance with the terms of their engagement agreements.

(8) The Board shall appoint and employ at such remuneration and on such terms and conditions as it thinks fit, any such other officers, servants, and agents as it thinks necessary for the proper performance of its functions.

(9) In the absence or inability to act of any member of the Board other than the Chairman, the Minister of Finance may appoint any person to act temporarily in the place of that member.

(10) In the absence or inability to act of the Executive Director, the Deputy Executive Director will act in his place.

(11) The Chairman may at any time resign his office by instrument in writing addressed to the Minister of Finance, and such resignation shall take effect as from the date of receipt of such instrument by the Minister of Finance.

(12) Any member of the Board, other than the Chairman, may at any time resign his office by instrument in writing addressed to the Minister of Finance and transmitted through the Chairman, which resignation shall become effective either forty-eight hours after receipt by the Chairman or immediately upon receipt by the Minister of Finance, whichever occurs first.

(13) All powers of the Authority, vested under this Act, either generally in the Authority, or specifically in the Executive Director or in an appropriate official, are also vested in the Board, which may exercise those powers directly through the Chairman in matters of urgency when deemed necessary by the Board for the proper administration of the Authority's functions.

(14) The proceedings of the meetings of the board shall be recorded in minutes maintained by a Secretary appointed by the Board.

(15) The procedures and meetings of the Board shall be conducted in accordance with the rules set out in the Schedule, which may be amended by regulation by the Minister of Finance with the approval of the Cabinet.

(16) Service on the Authority of any legal process and notices shall be effected by delivery at the principal office of the Executive Director.

(17) The Authority shall have a common seal with shall be affixed to all deeds, documents and other instruments requiring the seal. (19) The Minister of Finance may, after consultation with the Chairman, give to the Authority directions of a general character as to the policy to be followed in the performance of its functions in relation to matters appearing to him to concern the public interest.

(20) The Authority shall maintain accounts of its transactions to the satisfaction of the minister of Finance and such accounts shall be audited annually by the Director of Audit or some other suitable person appointed by the Minister of Finance.

(21) The members, officers, employees and servants of the Authority shill grant to the person appointed under this section to audit its accounts, access to all books, documents, cash and securities of the Authority and shall give to such person upon request all such information as may be within their knowledge in relation to the operation of the Authority.

(22) The Authority shall present to the Minister of Finance within three months after the expiration of cacti calendar year a report

(a) dealing generally with the activities of the Authority, during its last financial year;

(b) containing such information relating to the proceedings and policy of the authority as in its opinion can be made public without detriment to the public interest; and

(c) including a statement of its account audited in accordance with this section.

(23) A person who is a member of the Board shall cease to hold office on:

(a) notification by the Board of a finding by two-thirds of its members or his permanent incapacity or serious neglect of, or misconduct in, office if approved by the Minister of Finance; or

(b) his being declared bankrupt or compounding with, or suspending payment to, his creditors; or

(c) his conviction in a court of competent jurisdiction of any offence involving fraud or dishonesty; or

(d) his being sentenced for an offense involving a term of imprisonment of or exceeding six months.".

33. Section 317 of the principal Act is repealed and the following section is substituted:

"Approval of the Board
317. (1) Notwithstanding any other provision of this Act, no license may be issued or revoked without the approval of the Board,

(2) The fees prescribed under the regulations shall only be increased effective 1st January of any year and notice of the increase must be published in the Gazette on or before 30th June of the preceding year.

(3) Where any fee remains unpaid after ten working days following the date due, the licensee shall be assessed interest on a day to day basis on all amounts in arrears at the rate of two percept above the Eastern Caribbean Central Bank lending rate,

(4) Any licensee who defaults in the payment of any fee imposed by the Authority, shall be deemed to be in breach of a condition of his license and the Board may revoke such license.

(5) Any license revoked under this section shall not be restored by the Board until all arrears of fees and interest are settled in full.

(6) All revenues of the Authority including the proceeds of the Money Laundering (Prevention) Act Forfeiture Fund attributable to activities of, in, or by international financial institutions shall be allocated in the following manner:

(a) twenty-five percent of the gross revenues being deposited in the Consolidated Fund;

(b) upon satisfaction of paragraph (a), for payment of expenses of the Authority in performing its duties under this Act the Money Laundering (Prevention) Act, 1996 and any other statute;

(c) upon satisfaction of paragraph (b), for the establishment and maintenance of an operational reserve fund equivalent to one year's total operating expenses of the Authority being deposited in the fund each year

(d) upon satisfaction of paragraph (c), for the establishment and maintenance of any other such purposes and in such amounts as the Minister of Finance may approve; and

(e) upon satisfaction of paragraph (d), the payment of the balance into the Consolidated Fund.".

34. Section 335 of the principal Act is amended as follows:

(a) by repealing subsection (5) and substituting the following subsection:

"(5) all licenses issued to that corporation to engage in international banking, trust or insurance business arc simultaneously tendered null and void,"; and

(b) by inserting after subsection (5) the following subsections:

"(6) When a corporation is struck off the register and the cause of such striking has been cured. the Board may, upon receipt of an application in the prescribed form and upon payment of any fees and penalties due, restore it to the register and reinstate any licenses previously issued to the corporation to engage in international banking, trust or insurance business, under such conditions as it determines appropriate.".

35. Section 347 of the principal Act is amended by inserting after "any" in the first place it occurs the following:

"criminal".

36. Section 351 of the principal Act is repealed and the following section is substituted:

"351. (1) The Authority shall recommend to the Minister of Finance such regulations as are required for the better administration of this Act.

(2) Without limiting the generality of the foregoing, in response to or independent of any recommendation of the Authority, the Minister of Finance may make regulations

(a) prescribing any matter required or authorized by this Act to be prescribed;

(b) requiring the payment of a fee in respect of the filing, examination or copying of documents or in respect of any action the Authority is required or authorized to take under this Act, and prescribing the amount thereof,

(c) prescribing the format and contents of returns, notices or other documents required by the Authority;

(d) prescribing the contents, format and retention of records, documents and information relating to accounts and transactions of corporations governed by this Act;

(e) prescribing the contents, format and retention of records, documents and information relating to the ownership, management and operation of corporations governed by this Act,

(f) respecting examinations and investigations authorized by this Act;

(g) prescribing the rules with respect to exemptions permitted by this Act;

(h) respecting the names of corporations or classes thereof,

(i) respecting the capitalization of corporations;

(j) respecting the preferences, rights, conditions, restrictions, limitations or prohibitions attaching to shares or classes or series of share of corporations:

(k) respecting the designation of classes of shares; and

(l) respecting any other matter required for the efficient administration of this Act.

(3) The court may make such regulations and rules of court as it considers necessary for the better administration of Part IV.

(4) Where regulations are required to be made for prescribed fees and in respect of the minimum capitalization requirements of corporations pursuant to sections 238, 246 and 262, they shall be subject to negative resolution of the House.".

37. Section 354, of the principal Act is amended as follows:

(a) in subsection (1)

"(da) who operates a bank, trust or insurance business without a license issued in accordance with the Act, or ceases to immediately terminate such business in accordance with the Act upon the revocation of such license under the Act."; and

(b) in subsection (3)

(i) by repealing "244 or 254" and substituting the following:

"244, 254 or 260 (2)"; and

(ii) by repealing "of fifty thousand dollars or to imprisonment for a term of one year or to both." and substituting the following:

"of one hundred thousand dollars or to imprisonment for a term of three years or both.".

38. Section 360 of the principal Act is repealed and the following section is substituted:

"360. (1) The Authority shall establish an office under the direction and control of the Director to be known as the Supervisor of International Banks and Trust Corporations, with such powers and duties as are conferred or imposed upon that office by this Act or any other statute, or delegated to it by the Authority.

(2) The Authority shall establish an office under the direction and control of the Director to be known as the Superintendent of International Insurance Corporations, with such powers and duties as are conferred or imposed upon that office by this Act or any other statute, or delegated to it by. the Authority,

(3) Only a person determined by the Board to be knowledgeable in the international banking and trust business may be appointed to the office of Supervisor of International Banks and Trust Corporations; and only a person deemed by the Board to be knowledgeable in the international insurance business may be appointed to the office of Superintendent of International Insurance Corporations.

(4) Appointments to the offices established by this section are to be made by the Board with the approval o the Minister of Finance and maybe revoked by the Board.

(5) When no office within the Authority is designated the appropriate official, or the office of the appropriate official is vacant, or the appropriate official is absent or otherwise unable to perform his duties, the Director shall act as the appropriate official, or appoint some other person to act in that capacity.".

39. Section 361 of the principal Act is amended as follows:

(a) in subsection (1), by repealing "Minister of Finance" and substituting "Board";

(b) in subsection (2), by repealing "Minister of Finance" and substituting "Board"; and

(c) in subsection (3), by repealing "the functions of that office".