GIBRALTAR Law and Practice Contributed by: Adrian Pilcher, Stuart Dalmedo and Louise Anne Turnock, ISOLAS LLP
Directors may but are not required to hold a share qualification, so it is not a requirement to hold one or more shares in order to qualify as a director. 4.2 Roles of Board Members The Companies Act does not predefine the role for each of the board members. Typically, the board will include any number of executive directors who have management responsibili - ties and who perform operational and strategic business functions such as managing people and looking after business assets. One execu - tive director can be, and usually is, nominated as chairperson. The chairperson presides over the board discussions and usually has a casting vote (unless the articles of association provide otherwise). The board may also contain non-executive members. The non-executive director’s role is to provide a creative contribution to the board by providing independent oversight and construc - tive challenge to the executive directors. How - ever, it is important to note that under Gibraltar law there is no distinction between executive and non-executive directors. As a consequence, non-executive directors have the same legal duties, responsibilities and potential liabilities as their executive counterparts. 4.3 Board Composition Requirements/ Recommendations See 4.1 Board Structure . 4.4 Appointment and Removal of Directors/Officers A company is required to file at Companies House a return in the prescribed form contain - ing particulars specified in the register of direc - tors and a notification of any change among its
directors, or of any of the particulars contained in the register, within 14 days from: • the appointment of the first directors of the company; or • a change of directors or of any of the particu - lars contained in the register. Therefore, in effect, a company has 14 days from the date of its incorporation to provide Compa - nies House with particulars of its first directors. Subsequent directors are appointed in accord - ance with the company’s articles of association. Under the model articles, any person willing to be appointed as a director, and permitted by law to do so, can be appointed by ordinary reso - lution of a general meeting or by resolution of the directors. Removal is again a matter for the company’s articles of association but it would be expected that such a decision would require a resolution of a general meeting. 4.5 Rules/Requirements Concerning Independence of Directors There are no legal requirements regarding the independence of directors under Gibraltar law. However, where a company is undertaking an activity which is deemed to be restricted or controlled under the financial services regula - tory framework, and consequently regulated by the GFSC, the GFSC would expect the firm to be able to explain the basis for the number of independent non-executive directors appointed. The GFSC has established the following criteria, which should be considered when assessing the independence of individuals: • any financial or other obligation the individual may have to the undertaking or its directors;
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