Corporate Questionnaire and Declaration Form

PRIVATE AND CONFIDENTIAL Form CQD
INSURANCE ACT, CHAPTER 84:01
FINANCIAL INSTITUTIONS ACT, 2008
EXCHANGE CONTROL ACT CHAP 79:50
CENTRAL BANK ACT CHAP 79:02
CORPORATE QUESTIONNAIRE AND DECLARATION (CQD) FORM of Applicants for license, registration or a permit as a Controller, Controlling Shareholder, Significant Shareholder, Acquirer, Adjuster, Brokerage, Insurance Agency and Corporate Trustee 1. a) Name of Applicant Company b) Name of regulated or proposed entity for which a controller, controlling or significant shareholder, acquirer or agency application is being submitted. c) Name(s) previously held by the applicant company 2. In what capacity is this questionnaire being completed:
i. Existing licensee or
registrant
ii. Proposed licensee or
registrant
iii. Controller/Controlling
shareholder of existing/proposed licensee or registrant
iv. Significant shareholder of
existing/proposed licensee or registrant
v. Acquirer of licensee or
registrant

PRIVATE AND CONFIDENTIAL Form CQD
vi. Adjuster
vii. Agency
viii. Brokerage
ix. Corporate Trustee
3. a) Address of registered office of applicant
company. b) Previous address(es) during the last ten years (with relevant dates) 4. a) State the country of incorporation of applicant company, supported by official documents evidencing such incorporation or formation. Please provide certified true copies of the Memorandum and Articles of Association or Articles of Incorporation or Continuance and Bye￾laws or other instrument or Certificate of Incorporation. b) Date of Incorporation 5. (a) Authorized share capital of applicant (b) Issued and fully paid-up share capital at date of application 6. (a) Are the shares of the applicant company privately or publicly held? (b) If publicly held, are the shares listed on either the local or a foreign stock exchange?

PRIVATE AND CONFIDENTIAL Form CQD
(c) If listed on a foreign stock exchange(s) please state the name(s). 7. Give a brief description of the nature of your company’s business.( key business lines, products, markets should be identified)
8. List all affiliated companies of the applicant,
indicating the nature and extent of the relationship between the applicant and each company. 9. a) List the names of the applicant company’s directors, indicating executive and non￾executive directors and Chairman. b) List the names of the applicant company’s officers as defined in relevant legislation. c) Provide the individual organizational chart of the applicant showing the governance structure. Please note that each of the persons indicated at (a) and (b) are required to complete and submit a Personal Questionnaire and Declaration (PQD) Form as well as other required documents listed in Table 1 of the Fit and Proper Guideline.
10. List the names of all beneficial owners1 of the
applicant indicating their percentage holdings.

1 For licensees this requirement will be in accordance with section 75 (4) of the Financial Institutions Act, 2008 (FIA) which requires notification of 5% or more beneficial and nominee shareholding. For registrants, the requirement will be in accordance with section 145(7) of the Insurance Act, 2018 which is similar to that of the FIA. All other entities making an application will be required to indicate the beneficial shareholders as set out in the Companies Amendment Act, 2019 definition as follows:

PRIVATE AND CONFIDENTIAL Form CQD
11. a) Is the applicant part of a group (as a subsidiary
or as the parent company)? If yes, please provide a detailed legal structure of the group entities as well as information on the percentages (share capital and voting rights) of relevant shareholders; and b) Indicate the activities currently performed by each of the entities in the group. Relevant documents may be appended to this form and listed at Appendix I.
12. Indicate the credit rating2 of the applicant and the
overall rating of its group, if available.
REPUTATION & FINANCIAL INTEGRITY
13. a) Have any legal proceedings been brought
or upheld against the applicant anywhere in the past (10 years or less)? b) Indicate if the applicant has been investigated, disciplined, fined, charged, suspended or reprimanded by a regulatory

“beneficial owner” means:
(a) the natural person on whose behalf a transaction is being conduction; or (b) the natural person who exercises ultimate effective control over a legal person or arrangement; (c) in respect of companies– (i)the natural person who ultimately owns or controls the company through his direct or indirect ownership or control through other means, other than a company listed on a regulated market that is subject to disclosure requirements which ensure adequate transparency of information; or (ii)if no natural person is identified or if there is any doubt that the person identified with the controlling ownership interest is the beneficial owner, the natural person who exercises control of the legal person or arrangement through other means; (iii)if no person is identified under (a),(b),(c)(i)or(ii) or if there is any doubt that the person identified is the beneficial owner, the natural person who holds the position of senior managing official; (d) in respect of legal arrangements such as (i)trusts, the identity of the settlor, the trustee, the protector, the beneficiaries or class of beneficiaries and any other natural person exercising ultimate effective control over the trust including through a chain of control or ownership; (ii) other types of legal arrangements, the identify of persons in equivalent or similar positions 2 Credit Ratings from the following agencies will be considered: Standard & Poors; Moody’s Corporation; Fitch Ratings; CariCRIS

PRIVATE AND CONFIDENTIAL Form CQD or professional body, a court or tribunal, whether publicly or privately. If so, give full particulars including relevant dates. 14. Has the applicant anywhere ever suspended or is about to suspend payment to its creditors, or has become insolvent or is unable to meet its obligations as they fall due? If so, give full particulars including relevant dates. 15. Have any related companies of the applicant become insolvent and/or gone into liquidation in any jurisdiction? If so, give full particulars including relevant dates. 16. Has the applicant or any of its affiliated companies been adjudicated bankrupt by a court in any jurisdiction? If so, give full particulars including relevant dates. 17. Has the applicant failed to satisfy any debt adjudged due and payable by it as a judgement￾debtor under an order of a court in any jurisdiction? If so, give full particulars of the sums and dates of all judgement debts or awards, whether satisfied or not, and the total number of all judgment debts or awards.
18. Has a loan or credit facility (or part thereof)
extended to you by any financial or lending institution, been restructured, renegotiated, provided against or been the subject of a write-off

PRIVATE AND CONFIDENTIAL Form CQD or debt forgiveness for reasons of non-payment by the applicant? If so, give full particulars of the sums and dates, the circumstances surrounding the action and the current status 19. Has any body, partnership or unincorporated institution with which the applicant was associated as a controller, controlling shareholder, significant shareholder or acquirer anywhere, made any compromise or arrangement with its creditors or ceased trading in circumstances where its creditors did not receive or have not yet received full settlement of their claims, either while you were associated with it or within one year after the applicant ceased to be associated with it? If so, give full particulars including relevant dates. 20. Has the applicant at any time in Trinidad and Tobago or in any other jurisdiction:
(a) been convicted or fined by a court for an offence involving fraud, dishonesty, a financial crime including money laundering or terrorism financing; (b) been convicted of any offence; or (c) been fined, deemed as not ‘fit and proper” or received any adverse finding, reprimand by any regulatory authority? If so, give full particulars of the court by which you were convicted or fined, the offence, the date of conviction or fine, and the penalty imposed.

PRIVATE AND CONFIDENTIAL Form CQD
21.
Has the applicant at any time been summonsed, charged, or otherwise investigated in any jurisdiction, for an offence involving fraud, dishonesty, a financial crime including money laundering or terrorist financing? If so, give full particulars of the offence and status of court proceedings including relevant dates. 22. Has the applicant, or any company, partnership or unincorporated association with which it is, or has been associated as a controller, controlling shareholder, significant shareholder or acquirer been the subject of an investigation for acts involving fraud, dishonesty or a financial crime including money laundering or terrorism financing, anywhere, by a governmental, professional or other regulatory body? If so, give full particulars including relevant dates. CONFLICTS OF INTEREST 23. Does the applicant or any relative of a director or officer of the applicant have any professional or commercial relationships or interests or have any such relationship existed over the past 3 years with the regulated entity relevant to this application, its parent or any of its affiliates or subsidiaries? If so, provide full particulars including relevant dates.
24. Does the applicant or any relative of a director or
officer of the applicant have any professional or commercial relationship or interests or have such relationships existed over the past 3 years with

PRIVATE AND CONFIDENTIAL Form CQD competitors or clients of the regulated entity relevant to this application, its parent or any of its affiliates or subsidiaries? If so, provide full particulars including relevant dates.

PRIVATE AND CONFIDENTIAL Form CQD
DECLARATION
We, __________________________________________________________________ (NAME OF APPLICANT IN BLOCK CAPITALS) certify that the information given in the answers to the questions above is complete and accurate to the best of our knowledge, information and belief and that there are no other facts relevant to this application of which the Central Bank of Trinidad and Tobago (Central Bank) should be made aware. We undertake to notify the Central Bank of any material changes to or affecting the completeness or accuracy of the answers to the above questions within thirty (30) days upon these changes taking place or coming to our attention. By signing the declaration below, we authorise the Central Bank to contact any or all of the above named persons or entities or any other person and to make such enquiries and seek further information as considered by the Central Bank to be relevant and as it thinks appropriate in the course of verifying the information provided in this Questionnaire. This authorisation shall be valid and continue to be valid from the date of signature. We understand that the information provided in this Questionnaire as well as all relevant documentation required at Appendix I will be used by the Central Bank to discharge its regulatory and statutory functions and the use of the information contained herein will comply with all legislative restrictions on disclosure. We acknowledge that knowingly or recklessly giving the Central Bank information which is false or misleading may be a criminal offence. (To be signed by the Corporate Secretary or other duly authorised representative of the applicant company. A certification or statement indicating the Corporate Secretary’s authority to sign on behalf of a company should be included to evidence this authority.) Name: _____________________________ Position Held: ______________________ Signed: ____________________________ Date: _____________________________
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Official Stamp of the Applicant Company

PRIVATE AND CONFIDENTIAL Form CQD
APPENDIX I
DOCUMENTATION TO ACCOMPANY CQD
THE FOLLOWING DOCUMENTS HAVE BEEN PROVIDED IN ORIGINAL OR CERTIFIED FORM:
No. Document Provided (Yes/No – if No please state reason) Submissions from individuals 1 Personal Questionnaire and Declaration (PQD) Forms for persons listed at Question 9 as well as other required documents pertaining to these persons as listed in Appendix 1 of the Fit and Proper Guideline (Please itemize documents provided at right) Company Submissions 2 An organizational chart of the applicant as well as a detailed legal structure of the group entities where applicable. 3 A detailed description of the company’s business model, including main activities or lines of business, significant products or services, key markets which contribute to profitability. If the company is regulated in any country in which it operates this should be specified. 4 c) Complete Audited financial statements (balance sheet, income statement, statement of cash flows, notes to the financial statements, auditors’ report) for the most recent financial year-end of applicant and for two periods immediately prior; d) Copies of the Management Letters from the Applicant’s External Auditors for the most recently completed financial year-end of applicant and for two periods immediately prior. 5 Applicant’s Memorandum of Association and Articles of Association or Articles of Incorporation or Continuance and Bye-laws or other instrument or Certificate of Incorporation. 6 Copies of the following where applicable and/or relevant to the applicant or current application:
a) Credit rating reports; b) Share / purchase agreement (where applicable) c) 3 year Business/ Strategic plans inclusive of financial projections; d) Feasibility studies; and e) Due diligence reports. 7 Copies of key risk management policies as applicable e.g. AML/CFT, Credit Risk, Market Risk Operational Risk, Code of Conduct, Conflicts of Interest etc.

PRIVATE AND CONFIDENTIAL Form CQD
No. Document Provided (Yes/No – if No please state reason) 8 Where the applicant is subject to regulation by a financial regulatory authority, copies of the last two reports of examination conducted by the regulatory authority. Miscellaneous 9 Any other document(s) submitted by the applicant/company (please list in column at right)