BERMUDA Law and Practice Contributed by: Ian Stone and Leo Shaw, Wakefield Quin Limited
• Non-executive directors: directors who do not hold an executive position within the company and con - tribute independent oversight and judgement. • Independent directors: non-executive directors who meet the independence criteria of applicable listing rules (if any) or regulatory code of conduct. There is no statutory definition of “independent director” under Bermuda law. Under the Insurance Code of Conduct, commercial insurers must gener - ally appoint an independent non-executive director. • Alternate directors: permitted under many bye- laws, alternate directors may attend and vote at board meetings in the absence of the appointing director. Following the Companies (Prohibition of Bearer Shares and Nominee Directors) Amendment Act 2025, enhanced disclosure to the ROC is now required, being whether the director holds the posi - tion as an alternate director and, if so, the particu - lars of the existing director for whom the alternate is appointed. All directors, regardless of their designation, owe the same fiduciary duties and duties of care to the com - pany. 3.3 Board Composition Under the Companies Act, the only compositional requirement is the minimum number of directors (Sec - tion 90). There is no statutory requirement for inde - pendent directors, gender diversity or any specific board composition. For regulated entities, the BMA may impose additional requirements. For example, the Insurance Code of Conduct requires boards of insurers to have an appro - priate mix of skills, knowledge and experience, and to include a sufficient number of non-executive directors to provide effective oversight. For listed Bermuda companies, the listing standards of the relevant exchange apply (eg, BSX, NYSE Listed Company Manual or Nasdaq Listing Rules). 3.4 Appointment and Removal of Directors/ Officers The first directors are elected at the first shareholder meeting on incorporation. Subsequently, directors are typically elected by shareholders at the annual gen -
eral meeting for a term (Section 91 of the Companies Act). The bye-laws may also empower the board to appoint directors as additional board members or to fill vacancies, subject to re-election at the next general meeting. Removal of directors is governed by Section 93 of the Companies Act. A director may be removed before the expiry of the director’s term by a resolution of a special general meeting, provided that such director has been given 14 days’ notice and may be heard at such meeting. The bye-laws may prescribe alternative grounds and/or procedures for director removal. Officers are appointed and removed by the board in accordance with the bye-laws. There is no statutory minimum or maximum age for directors under the Companies Act. The Companies Act allows for the appointment of corporate directors. Persons who are undischarged bankrupts are disqualified from acting as directors without leave of the court (Section 91 (4)). Sector- specific legislation may impose fitness and propriety requirements for directors of regulated entities – eg, insurance and banking. 3.5 Independence of Directors Under Bermuda common law, directors are subject to fiduciary duties that include the duty to avoid conflicts of interest and the duty not to profit from their position without the company’s informed consent. Section 97 of the Companies Act addresses disclosure of inter - ests. A director who is interested in a material contract or transaction with the company must declare that interest prior to or at the board meeting at which the contract is considered. The bye-laws may contain provisions permitting a director to vote on a contract or transaction in which the director has an interest, provided the interest has been duly disclosed. There is no statutory definition of director independ - ence under Bermuda law. Where applicable, the inde - pendence criteria of the relevant listing exchange or regulated sector code of conduct will apply.
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