2024-01-01
Issued by the Registrar of Financial Institutions, this Directive amends core governance and risk requirements for banks and bank holding companies. It restricts significant shareholders and their affiliates from serving as board chairs or audit and risk committee members, mandates a minimum of eleven directors with a majority independent, and requires board committees to have at least three members chaired by independent directors. The amendment further establishes specific company secretary duties, enforces a six-month cooling-off period and prior Registrar approval for cross-board directorships, and limits directors from chairing multiple committees without regulatory consent.