BERMUDA Law and Practice Contributed by: Ian Stone and Leo Shaw, Wakefield Quin Limited
replacing and incorporating five previously separate regulatory instruments: Section I (All Issuers), Section IIC (Domestic Issuers – Debt Securities), Section IIIB (International Issuers – Debt Securities), Section V (Insurance Related Securities) and Section VI (Deriva - tive Warrants), together with the relevant aspects of the BSX Listing Guidelines (April 2025). The Listing Regulations in respect of equity (Section I as it applies to equity, collective investment vehicles and depositary receipts, and Sections IIA, IIB and IIIA) have not recently been revised. However, the BSX has indicated that these will be reviewed in 2026, with a particular focus on aligning the beneficial ownership disclosure regime with Financial Action Task Force transparency standards and the practices of com - parable exchanges. The Listing Regulations for col - lective investment vehicles will be reviewed after the equity regulations. The principal bodies involved in the governance and management of a Bermuda company are as follows. The Board of Directors The board is the primary governing body and is responsible for the management and supervision of the company’s business and affairs. Under Section 91 of the Companies Act, every company must have a minimum of one director (although regulated entities Shareholders exercise their powers collectively in a general meeting. Certain decisions are or may be reserved by the Companies Act or by the company’s bye-laws to the shareholders. Generally, the share - holders cannot bind the board, so must replace the board and/or amend the bye-laws to exercise greater 2. Corporate Management 2.1 Principal Bodies or Functions may be required to have a larger board). The Shareholders in a General Meeting
resident representative who is ordinarily resident in Bermuda (Section 130). The board may also appoint a president, chairman and such other officers as the
bye-laws may prescribe. Committees of the Board
The bye-laws commonly authorise the board to del - egate powers to committees and other authorised persons. Listed and regulated companies frequently maintain audit, compensation, nomination and risk committees. 2.2 Types of Decisions Board of Directors Unless reserved to the shareholders by the bye-laws or the Companies Act, the board has wide powers to administer the company. The board is responsible for the affairs of the company (Section 91), including stra - tegic direction, financial oversight, risk management, the authorisation of material contracts and transac - tions. The board also has specific decision-making powers, such as the appointment of the secretary (Section 92). The board also has the power to declare dividends (Section 54). The board must also oversee applicable compliance frameworks for AML/ATF, PIPA, sanctions, outsourc - ing and cyber-risk, all of which are current BMA super - visory priorities. Shareholders Certain decisions are or may be reserved by the Com - panies Act or the bye-laws for shareholder approval. Under the Companies Act, these include: • amendments to the memorandum of association (Section 12); • amendments to the bye-laws (Section 13); • the election and removal of directors (Sections 91–93); • the appointment and remuneration of auditors (Section 89); • the waiver of laying accounts and appointing an auditor (Section 88); • the approval of amalgamations and mergers (Sec - tion 106); • the approval of schemes of arrangement (Section 99); and
control. Officers
Under Section 92 of the Companies Act, every com - pany is required to have a secretary. Every exempt - ed company must have one director, a secretary or
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