the financial institutions act, 2008 - ministry of finance · this act may be cited as the...

THE FINANCIAL INSTITUTIONS ACT, 2008

Arrangement of Sections

PRELIMINARY

Section

1. Short title.2. Interpretation. 3. Meaning of “connected party” and “connected party group”.4. Restriction on the use of certain titles.

PART II

GENERAL PROVISIONS CONCERNING REGULATION AND SUPERVISION

5. Objectives of Supervision.6. Inconsistency.7. Appointment of Inspector.8. Prohibition against disclosure.9. Regulations.

10. Guidelines.11. Draft regulations 12. Contravention of guidelines.13. Amendment to Schedules.14. Delegation and exercise of powers through authorized

officers.15. Delegation of functions.

PART III

LICENSING OF FINANCIAL INSTITUTIONS

16. Restriction on business of banking.17. Restriction on business of a financial nature.18. Licence for branch of foreign financial institution.19. Guideline for approved securities.

20. Application for licence.21. Approval and issue of licence.22. Annual Fees 23. Revocation of licence.24. Restriction of licence.25. Notice of restriction.26. Restriction or variation.27. Directions to licensee.28. Notification and confirmation of directions.29. Mandatory revocation and restriction in cases of urgency.30. Information as to licensed institutions.31. Amendment of articles of incorporation and other costituent

documents.32. False statements as to licensed status.

PART IV

DIRECTORS AND MANAGEMENT

33. Persons debarred from management.34. Restriction on voting power of director.35. Duties of directors.36. Audit committee.37. Annual reports.38. Policies and procedures for transactions with connected

parties and employees.39. Information systems for credit exposures.40. Internal controls

PART V

RESTRICTIONS AND PROHIBITIONS

41. Prohibitions.42. Limits on credit exposures.43. Limit on credit exposures to connected parties.

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44. Reporting contravention of credit exposure limits.45. Limits on acquisition of shares and ownership interests by a

licensee.46. Approval for certain transactions.47. Restriction on dividends and requirement to maintain assets.48. Limits on financing for shares held in trust.49. Contravention.50. Branches and representative offices.51. Notification of new products and services.52. Restriction on an officer or employee of licensee acting as

insurance agent.53. Advertisements.54. Misleading or objectionable advertisements.55. Information not to be disclosed.

PART VI

RESERVES AND OTHER REQUIREMENTS

56. Statutory Reserve Fund. 57. Reserve Account.58. Selective credit control.59. Central Bank may fix maximum of working balances.60. Maximum liability.61. Preference to Trinidad and Tobago securities, and fixing of

ratio.

PART VII

INSPECTION, INVESTIGATION AND WINDING-UP

62. Duties of Inspector.63. Inspector to report on insolvency.64. Winding-up.65. Rules as to proceedings in Court.66. Voluntary winding-up.

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PART VIII

OWNERSHIP OF LICENSEES

67. Restructuring of ownership may be required.68. Restructuring not required in certain cases.69. Restriction on activities of financial holding company.70. Requirements for licence.71. Requirements for controlling shareholder.72. Requirements for significant shareholder. 73. Mergers.74. Acquisitions.

PART IX

ACCOUNTS, AUDITORS AND INFORMATION

75. Submission of statements and other information to CentralBank.

76. Publication of inactive accounts.77. Consolidated financial statements to be submitted to

Inspector.78. Power to require information.79. Report on credit exposures.80. Consolidated audited financial statements to be open to

publication and inspection. 81. Appointment of auditor.82. Notification in respect of auditors.83. Duties of auditor to report to Board.84. Further duties of auditor.85. Protection of auditor and other persons providing

information.

PART X

COMPLIANCE DIRECTIONS AND INJUNCTIONS

86. Compliance directions.87. Injunctive relief.

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PART XI

FACILITATION OF TRANSFERS AND UNDERTAKINGS

88. Definitions.

89. Vesting Order.

90. Supplementary provisions as to transfers.

91. Transfers subject to stamp duty.

PART XII

PAYMENT SYSTEMS

92. Definitions.

93. Restriction on operating payment system.

94. Application for licence.

95. Suspension or withdrawal of licence.

96. Appeal.

97. Equal treatment.

98. Oversight powers of the Central Bank.

99. Sanctions.

100. Inter-Institutional co-operation.

101. Notification of External Administration.

102. No retroactive effect of External Administration.

103. Definitive character of payments.

104. Use of Settlement Account.

105. Validity and Enforceability of Financial CollateralArrangements.

106. Validity and Enforceability of Close-out NettingArrangements.

107. Substitution and toping-up of Financial Collateral.

108. Perfection of pledged Financial Collateral.

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109. Enforcement of pledged Financial Collateral

110. Private International Law.

111. Governing law.

PART XIII

APPEALS

112. Jurisdiction to hear appeals.

113. Procedure on appeal.

114. Determination of appeals.

115. Costs or expenses on appeal.

PART XIV

SUPPLEMENTARY

116. Saving.

117. Offences and penalty.

118. Fraud on depositors.

119. Jurisdiction and limitation.

120. Evidence.

121. Exempted Institutions.

PART XV

MISCELLANEOUS

122. Offences and Penalties

123. Power of Central Bank to require information.

124. Offence to suppress information.

125. Revocation of permit or licence

126. Refusal re licence or permit.

127. Alternate Dispute Resolution Scheme.

128. Transactions and rights intact.

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129. Act No 18 of 1993 repealed.130. Act No. 49 of 1981 repealed.131. Commencement of section 52(2)(b).132. Chap 79:02 amended.

FIRST SCHEDULE

SECOND SCHEDULE

THIRD SCHEDULE

FOURTH SCHEDULE

FIFTH SCHEDULE

SIXTH SCHEDULE

SEVENTH SCHEDULE

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AN ACT to provide for the regulation of banks andother financial institutions which engage in the busi-ness of banking and business of a financial nature, formatters incidental and related thereto and for therepeal of the Financial Institutions Act, 1993

[ Assented to 19th December, 2008]

First Session Ninth Parliament Republic of Trinidad and Tobago

REPUBLIC OF TRINIDAD AND TOBAGO

Act No. 26 of 2008

[L.S.]

WHEREAS it is enacted inter alia, by subsection (1) ofsection 13 of the Constitution that an Act to which thatsection applies may expressly declare that it shall haveeffect even though inconsistent with sections 4 and 5 ofthe Constitution and, if any such Act does so declare, itshall have effect accordingly:

And whereas it is provided by subsection (2) of thesaid section 13 of the Constitution that an Act to whichthis section applies is one the Bill for which has beenpassed by both Houses of Parliament and at the finalvote thereon in each House has been supported by thevotes of not less than three-fifths of all the members ofthat House:

And whereas it is necessary and expedient that theprovisions of this Act shall have effect even thoughinconsistent with sections 4 and 5 of the Constitution:

ENACTED by the Parliament of Trinidad and Tobago asfollows:—

PART I

PRELIMINARY

1. This Act may be cited as the Financial InstitutionsAct, 2008.

2. (1) In this Act— “acquirer” means a financial entity or a

significant or controlling shareholder of afinancial entity that either alone or with anaffiliate, relative or connected party, isentitled to exercise ten per cent or more ofthe voting power at any general meeting ofa licensee;

“advertisement” includes every form of adver-tising whether in a publication, or bydisplay or notices, or by means of circulars

Interpretation

Short title

Enactment

Preamble

2 No. 26 Financial Institutions 2008

or other documents, or by an exhibition ofphotographs or cinematographic films, orby way of sound broadcasting, television, ortelephonic, digital or electronic communi-cation, but does not include a prospectus asdefined in the Companies Act, issued by acompany, and references to the issue of anadvertisement shall be construed accord-ingly;

“affiliate”, in relation to a given company (“C”),means—

(a) a company which is or has at anyrelevant time been—

(i) a holding company of C;(ii) a holding company of a

holding company referredto in subparagraph (i);

(iii) a subsidiary of a holdingcompany referred to insubparagraphs (i) or (ii);

(iv) a subsidiary of C; or(v) a subsidiary of a sub-

sidiary referred to in sub-paragraph (iv); and

(b) where company C is a licensee, anycompany over which the licenseeand any connected party orconnected party group of thelicensee has control,

and the word “affiliation” shall beconstrued accordingly;

“assigned capital” in relation to a licensedforeign institution means the amount ofcash or approved securities deposited withthe Central Bank;

No. 35 of 1995

No. 26 Financial Institutions 2008 3

“attorney” means the holder of a power ofattorney;

“bank” means any institution which carries onbusiness of banking and business of afinancial nature;

“banking business” or “business of banking”has the meaning assigned to thatexpression in section 16(2);

“Board” means the Board of Directors of theCentral Bank as defined in the CentralBank Act;

“borrower group” includes—(a) a family group comprising an

individual and his spouse, parents,children, brothers or sisters whereeach member of the group issubstantially dependent upon thesame income sources;

(b) a company in which the familygroup indicated in paragraph (a)has a controlling interest;

(c) a company in which the familygroup indicated in paragraph (a)has a significant interest;

(d) a group of companies which has acommon significant shareholder;

(e) a group of companies which has acommon controlling interest;

(f) a group of persons in which thecredit worthiness, ability to gener-ate funds or the future viability ofeach, depends on one or othermembers of the group;


(g) a group of persons in which onemember has power directly orindirectly to control the othermembers;

(h) two or more borrowers, whetherindividuals, companies or unincor-porated bodies, holding creditexposures from the same financialinstitution and any of itssubsidiaries, whether on a joint orseparate basis, who, in the opinionof the Inspector, are interrelatedthrough common ownership,control or management;

(i) any other group of persons whoserelationship with each other is suchthat it may, in the opinion of theCentral Bank, lead to a conflict ofinterest or other regulatory risk;

“business of a financial nature” has themeaning assigned to that expression insection 17(2);

“business of securities” means the business ofbrokering and dealing in securities as con-ducted by a broker and dealer respectively,as defined in the Securities Industry Act;

“capital base” means the total of paid up sharecapital, statutory reserve fund, sharepremium account, retained earnings, andany other capital account approved by theCentral Bank;

“Central Bank” means the Central Bank ofTrinidad and Tobago established under theCentral Bank Act;

Chap. 83:02

Chap. 79:02


“chief executive officer” means a person who,either alone or jointly with one or moreother persons is responsible under theimmediate authority of the board ofdirectors of an institution for the conduct ofthe business of that institution, whether ornot the individual is formally designated asa chief executive officer;

“company” means an incorporated bodywherever and however incorporated;

“control” means the power of a person, eitheralone or with an affiliate or relative orconnected party or other person, or by anagreement or otherwise, to—

(a) exercise more than fifty percent of the voting rights at anymeeting of shareholders of alicensee, company or unincor-porated body;

(b) elect a majority of the directorsof a licensee, company or unin-corporated body;

(c) secure that the business andaffairs of a licensee, companyor unincorporated body is con-ducted in accordance with hiswishes; or

(d) exercise dominant influenceover the conduct of thebusiness and affairs of alicensee, company or unincor-porated body,

and the terms “controlling interest” and“controlling shareholder” shall beconstrued accordingly;


“counterparty” for the purpose of measuring acredit exposure means the borrower orcustomer, the person guaranteed, theissuer of a security in the case of an invest-ment in a security, or the party with whomthe contract is made or obligor in the caseof a derivative contract;

“court” means the High Court of Justice ofTrinidad and Tobago;

“credit exposure” means the amount at riskarising through the extension of credit orfunds by a licensee and includes, withoutlimitation—

(a) credit facilities, investmentsincluding equities, participa-tions, guarantees andacceptance;

(b) claims on a counterpartyincluding actual and potentialclaims that would arise fromthe drawing down in fullof undrawn advised facilities,whether revocable orirrevocable, conditional orunconditional, that thelicensee has committed itself toprovide, arrange, purchase orunderwrite; and

(c) contingent liabilities arising inthe normal course of business,and which would arisefrom the drawing down infull of undrawn advisedfacilities, whether revocableor irrevocable, conditionalor unconditional, that thelicensee has committed itself toprovide;


“credit facilities” includes loans, advances,lines of credit, commitment letters, stand-by facilities, letters of credit and any otherfacilities or arrangements whereby alicensee agrees to provide funds, financialguarantees or commitments to a customer,or the licensee undertakes on behalf of acustomer, a financial liability to anotherperson;

“deposit” means a sum of money paid to aperson, whether or not evidenced by anyentry in a record of the person receiving thesum of money, on terms under which thesum of money will be repaid or transferredto another account, with or withoutinterest or a premium, either on demand orat a time or in circumstances agreed to byor on behalf of the depositor and thatperson;

“electronic money” means monetary valuerepresented by a claim on the issuer, whichis—

(a) stored on an electronic device;(b) issued on receipt of funds of an

amount not less in value thanthe monetary value issued;and

(c) accepted as a means of pay-ment by persons other than theissuer,

so however that the funds referred to in (b)above shall not be treated as a depositunder this Act;


“financial entity” means a licensee, a personregistered under the Insurance Act, andany company or unincorporated bodywhether incorporated or constituted inTrinidad and Tobago or elsewhere thatcarries on a business that includes the pro-vision of any financial service and includesthe holding company of any such financialentity;

“financial group” means a related group ofcompanies whose activities are limited toany one or more of the following:

(a) the business of banking;(b) business of a financial nature;(c) insurance business or

insurance brokerage;(d) the business of brokering and

dealing in securities; (e) subject to the approval of the

Central Bank, the provision ofnecessary services in supportof the activities of the group,

and includes a financial holding companyand any other holding company adminis-tering its holdings as set out inparagraphs (a) to (e);

“financial holding company” means a companyrequired to obtain a permit in accordancewith sections 67(4) and 68(2);

“financial institution” or “institution” means acompany which carries on or used to carryon all or any aspects of banking businessor business of a financial nature;


“financial services” includes, without limita-tion, the business of banking, any businessof a financial nature, the business of acredit union, insurance business or insur-ance brokerage, the business of securitiesand any business relating to pension funds;

“foreign financial institution” means a financialinstitution incorporated in a jurisdictionother than Trinidad and Tobago which isauthorized to carry on banking business orbusiness of a financial nature in Trinidadand Tobago;

“former licensee” means a company which wasa former licensed institution whetherunder this Act or any other Act repealed bythis Act;

“Governor” means the Governor of the CentralBank of Trinidad and Tobago;

“holding company” means a company that ownsmore than fifty per cent of the votingshares in another company;

“independent director” has the meaningassigned to that expression under section36(6)(c);

“Inspector” means the Inspector of FinancialInstitutions appointed under section 7 andincludes any person appointed to acttemporarily for him;

“large exposure” means the aggregate of allcredit exposures to a person or a borrowergroup, which amounts to twenty-five percent or more of the capital base or assignedcapital of a licensee;

“licence” means a licence issued under this Act;


“licensed domestic institution” means acompany that is incorporated or continuedin Trinidad and Tobago under theCompanies Act and is duly licensed underthis Act;

“licensed foreign institution” means a foreignfinancial institution that is authorized tocarry on business or business of a financialnature in Trinidad and Tobago throughlicensed branches;

“licensee” or “licensed institution” means alicensed domestic institution or a licensedforeign institution and includes a financialinstitution which is deemed to be licensedunder this Act;

“market share” means the proportion of themarket for any financial service or subsetthereof which is serviced or controlled by afinancial entity or combination of financialentities and includes indicators such asbalance sheet totals, premiums, loans port-folio or subset of the loans portfolio such ascredit card loans;

“merger” means the amalgamation of two ormore companies pursuant to sections 220to 226 of the Companies Act;

“Minister” means the Minister to whomresponsibility for finance is assigned;

“officer” means—(a) in relation to a company

or unincorporated body, achief executive officer, chiefoperating officer, president,vice-president, corporate secre-tary, treasurer, chief financial


officer, chief accountant, chiefauditor, chief investment offi-cer, chief compliance officer orchief risk officer and any otherindividual designated as anofficer by its articles of incorpo-ration or continuance, by-lawsor other constituent document,or resolution of the directors ormembers;

(b) any other individual whoperforms functions for thecompany or other unincorpo-rated body similar to thoseperformed by a person referredto in paragraph (a), whether ornot the individual is formallydesignated as an officer, andincludes a principal represen-tative appointed pursuant tosection 18(2);

“oversight”, in relation to a payment system,means a public policy activity principallyintended to ensure the safety, soundness,reliability and efficiency of the paymentsystem in order to promote the effective-ness of monetary policy, contribute to thestability of the financial system by limitingthe risk of systemic crises, and ensure thepreservation of public confidence in money,money transfer mechanisms and the use ofpayment instruments;

“ownership interests” means the units ofvalue, however designated, into which anunincorporated body is divided;


“payment card business” means the issuing ofpayment, credit, debit or charge cards inco-operation with other persons includingother financial institutions, operating apayment, credit or charge card plan, butdoes not include the issuance of electronicmoney;

“payment instrument” means every paper-based electronic or other means of effectingthe transfer or withdrawal of money;

“payment system” means any organized set ofinfrastructure, persons, procedures andrules allowing the transfer of money,including by means of payment instru-ments, or the discharge of obligations on agross or net basis;

“prescribed” means prescribed by any writtenlaw;

“prescribed liabilities” means such liabilities asmay, by notice, from time to time bespecified by the Central Bank;

“principal representative” means in the case ofa branch of a licensed foreign institution,the person appointed pursuant to section18(2), and in the case of a representativeoffice of a licensed foreign institution, theperson appointed pursuant to section 50(7);

“prudential criteria” means the criteria andstandards established under this Act,for the purpose of setting limits andconstraints on licensees for the protectionof depositors and potential depositors andfor ensuring the safety and soundness ofthe system;


“related group” means—(a) two or more companies with

the same controlling share-holder or holding company;

(b) a company in which any of thecompanies referred to in para-graph (a) has a significantshareholding;

(c) the direct and indirect sub-sidiaries of the companiesreferred to in paragraph (a);

(d) a company in which any of thecompanies referred to in para-graph (c) has a significantshareholding; and

(e) the controlling shareholder orholding company referred to inparagraph (a);

“relative” in respect of any person meansthe spouse, a cohabitant as defined inthe Cohabitational Relationships Act,parent, brother, sister, children, thechildren of a cohabitational relationship,adopted children and step-children of theperson;

“representative office” has the meaningassigned to in section 50(2);

“security” means any document, instrument orwriting evidencing ownership of, or anyinterest in, the capital, debt, property,profits, earnings, or royalties of any person,or enterprise, and without limiting thegenerality of the foregoing, includes—

(a) any bond, debenture, note orother evidence of indebtedness;


(b) any share, stock, unit,unit certificate, participationcertificate, certificate of shareor interest;

(c) any document, instrument orwriting commonly known as asecurity;

(d) any document, instrument orwriting evidencing an option,subscription or other interestin or to a security;

(e) any investment contract;(f) any asset-backed security;(g) any document, instrument or

writing constituting evidenceof any interest or participationin—

(i) a profit sharingarrangement oragreement;

(ii) a trust; or(iii) an oil, natural gas or

mining lease, claimor royalty or othermineral right;

(h) an interest in the whole, orin part of, the net assetsof a collective investmentscheme; or

(i) any right to acquire or disposeof anything specified in para-graphs (a) to (h),

but does not include—(j) currency;


(k) a cheque, bill of exchange, orbank letter of credit;

(l) a certificate or documentconstituting any interest in adeposit account with—

(i) a financial institution;or

(ii) a credit union withinthe meaning of theCo-operative SocietiesAct; and

(m) a contract of insurance;“significant shareholder” means a person who

either alone or with one or more affiliatesor relatives or connected parties is entitled,whether by agreement or otherwise, toexercise twenty per cent or more of thevoting power at any general meeting of thelicensee and the terms “significant” and“significant interest” shall be construedaccordingly;

“subsidiary” means a company, fifty per cent ormore of the shares of which are held,directly or indirectly, by another company;

“tangible asset” means real property orpersonal property, such as buildings andmachinery.

(2) For the purposes of this Act, “stated capital” hasthe meaning assigned to it in the Companies Act.

3. (1) For the purposes of this Act, a person is aconnected party of a licensee where the person is—

(a) a financial holding company, holdingcompany, controlling shareholder or signifi-cant shareholder of the licensee;

Meaning of“connected party”and “connected partygroup”


(b) a person who holds ten per cent or more ofany class of shares of the licensee or of aperson referred to in paragraph (a);

(c) an affiliate of the licensee;

(d) an affiliate of a person referred to inparagraph (a);

(e) a director or officer of the licensee or of aperson referred to in paragraph (a);

(f) a relative of a director or officer of thelicensee; and

(g) a company or unincorporated body that iscontrolled by a person referred to inparagraphs (e) and (f).

(2) For the purposes of this Act, “connected partygroup“ of a licensee means—

(a) in the case where a connected party is acompany referred to in subsection (1)(a)—

(i) the connected party;(ii) a connected party who is an

affiliate of the connected partyreferred to in subparagraph (i),where applicable; and

(iii) a connected party that is anunincorporated body controlled byany connected party referred to insubparagraphs (i) and (ii);

(b) in the case where the connected party is adirector or officer referred to in paragraph(1)(e)—

(i) the connected party;


(ii) a connected party who is a relativeof the connected party referred toin subparagraph (i); and

(iii) a connected party that is acompany or unincorporated bodycontrolled by any connected partyreferred to in subparagraphs (i)and (ii).

(3) For the purposes of this Act, in addition to theconnected parties referred to in subsection (1) and theconnected party groups referred to in subsection (2), theInspector may determine that any other person is aconnected party of a licensee or that any other group ofpersons is a connected party group of a licensee, wherein the opinion of the Inspector, their relationship maycreate a conflict of interest or may pose regulatory risk.

4. (1) Except with the approval of the Minister, acompany or foreign financial institution shall not belicensed under this Act if its name or descriptionincludes the words “central bank” or “reserve bank”.

(2) Except with the approval of the Central Bank, aperson other than a bank shall not trade or carry on anybusiness or undertaking under any name or title ofwhich the word “Bank” or any variation of the wordforms part.

PART II

GENERAL PROVISIONS CONCERNING REGULATION,SUPERVISION, GUIDELINES AND PENALTIES

Central Bank

5. (1) The Central Bank shall be responsible for thegeneral administration of this Act, the supervision oflicensees and the oversight of payment systems, andshall have the powers and duties conferred on it by thisAct and the Central Bank Act.

Objectives ofsupervision

Restriction on theuse of certain titles


(2) The primary objective of the Central Bank, inrespect of licensees shall be to maintain confidence in,and promote the soundness and stability of, thefinancial system in Trinidad and Tobago.

(3) Other objectives of the Central Bank, in respectof licensees are to—

(a) promote the existence of efficient and fairbanking and financial services markets;

(b) supervise licensees to determine whetherthey are in sound financial condition; and

(c) maintain an appropriate level of protectionfor depositors of licensees.

(4) The Governor shall keep the Minister informedof all developments and activities which affect thebusiness of banking and the business of a financialnature in Trinidad and Tobago.

(5) The Governor shall provide a written reportto the Minister on an annual basis with respect tothe performance of the Central Bank in meeting itsobjectives under this Act.

6. In the case of any inconsistency or conflict betweenthis Act and any other written law, with the exception ofthe Central Bank Act, the provisions of this Act shallprevail and take precedence over such other law, unlessexpressly provided to the contrary in this Act or suchother written law.

Inspector

7. (1) The President shall, upon the recommendationof the Governor, appoint a fit and proper person to beInspector of Financial Institutions who shall be anofficer of the Central Bank.

Inconsistency

Appointment ofInspector


(2) The Inspector shall be appointed to hold officefor such period as the President may fix in the instru-ment of appointment, which term may be extended untilhis successor is appointed.

(3) The Inspector shall be paid such remunerationand allowances as may be determined by the CentralBank.

(4) Subject to this Act and any other written law,the Inspector, while holding office, shall not occupy anyother office or employment, whether remunerated ornot, but the Inspector, with the approval of the CentralBank, may become a director or member of the Board ofany international bank, monetary authority or otheragency to which the government subscribes, contributesor gives support or become a director of any company,corporation or other body in which the Central Bankholds stock, shares or otherwise participates and maybe appointed by the Central Bank to hold anoffice including the office of receiver or manager, or toperform any function under section 44D of the CentralBank Act.

(5) Where a person, at the time of his appointmentas Inspector or his appointment pursuant to subsection(9) is a shareholder, whether directly or indirectly, inany licensee, he shall notify the Governor forthwith inwriting of such shareholding and the Governor may, ifhe thinks fit, require such person to dispose of any suchshareholding or interest within a specified time.

(6) The President may, upon the recommendationof the Governor terminate the appointment of theInspector if he—

(a) becomes of unsound mind or incapable ofcarrying out his duties;

(b) becomes bankrupt or compounds with, orsuspends payment to, his creditors;

(c) is convicted of an offence and sentenced toa term of imprisonment;


(d) is convicted of an offence involvingdishonesty;

(e) is guilty of misconduct in relation to hisduties;

(f) contravenes any provision of any prescribedCode of Ethics in respect of which he isliable to termination of his appointment; or

(g) fails to carry out any of the duties orfunctions conferred or imposed on himunder this Act.

(7) The Inspector may resign his office by giving tothe President six months notice in writing, or suchshorter period as the President may agree to accept, ofhis intention to do so, and at the expiration of suchperiod he shall be deemed to have resigned his office.

(8) Where the Inspector ceases to act as Inspector,notice of that fact shall be published in the Gazetteand in at least two daily newspapers published andcirculated in Trinidad and Tobago.

(9) In the event of the absence or inability of theInspector from whatever cause arising, to perform hisduties, or where the office of Inspector is vacant, theGovernor may appoint any qualified person to acttemporarily in his place

(10) A person appointed under this section shall notborrow money from any licensee unless he obtains thepermission of the Governor to do so.

Confidentiality

8. (1) No director, officer or employee of the CentralBank or person acting under the direction of the CentralBank shall disclose any information regarding thebusiness or affairs of a licensee or any of its affiliates orinformation regarding a depositor, customer or otherperson dealing with a licensee, that is obtained in thecourse of official duties.

Prohibition againstdisclosure


(2) Notwithstanding subsection (1) or any otherwritten law, the Central Bank, or a person authorized inwriting by the Central Bank, may disclose the informa-tion referred to in subsection (1) to—

(a) any local or foreign regulatory agency orbody that regulates financial entities, forpurposes related to that regulation;

(b) the Deposit Insurance Corporation forpurposes related to its operations; or

(c) the designated authority under theProceeds of Crime Act,

if the Central Bank is satisfied that the information willbe treated as confidential by the agency or body to whomit is disclosed and used strictly for the purpose for whichit is disclosed.

(3) Further to subsection (2), the Central Bankmay enter into a Memorandum of Understanding withthe Deposit Insurance Corporation, the designatedauthority, or any local or foreign regulatory agency orbody that regulates financial entities with respectto sharing information, but the absence of suchMemorandum of Understanding shall not prevent thedisclosure of information by the Central Bank to suchregulatory authority.

(4) In giving effect to subsection (3), the CentralBank shall have regard to the international standardsfor the supervision of international banking groups andtheir cross-border establishments referred to in FifthSchedule.

(5) A director, officer or employee of the CentralBank or any person acting under the direction of theCentral Bank may disclose, at such times and in suchmanner as it deems appropriate, such informationobtained by the Central Bank under this Act as the

Fifth Schedule


Central Bank considers ought to be disclosed for thepurposes of the analysis of the financial condition of afinancial institution and that—

(a) is contained in any return, statement orother document required to be filed with theCentral Bank pursuant to this Act and theRegulations and Guidelines made underthis Act; or

(b) has been obtained as a result of anyindustry-wide or sectoral survey conductedby the Central Bank in relation to an issueor circumstance that could have an impacton the financial condition of financial insti-tutions generally or the financial system ofTrinidad and Tobago.

(6) Where the Central Bank determines that thedisclosure of further information concerning a licenseein addition to that referred to in subsection (5) would bein the best interests of—

(a) the financial system of Trinidad andTobago; or

(b) the depositors, other customers, creditorsor shareholders of such licensee,

the Central Bank or any person acting under thedirection of the Central Bank may disclose suchinformation by publication in the Gazette and in at leasttwo daily newspapers published and circulated inTrinidad and Tobago or by any other means that theCentral Bank considers appropriate.

(7) Nothing in this section authorizes the CentralBank or any person acting under the direction of theCentral Bank to disclose information about a particulardepositor or creditor of a licensee, except where suchdisclosure is required by any written law or ordered bythe Court.


(8) This section does not apply to informationwhich at the time of the disclosure is or has alreadybeen made available to the public from other sources orto information in the form of a summary or collection ofinformation so framed as not to enable informationrelating to any particular individual to be ascertainedfrom it.

(9) No action shall lie against the Central Bank orany person acting under the direction of the CentralBank for the disclosure of information authorized underthis section.

(10) A person who contravenes this section commitsan offence and is liable on summary conviction to a fineof six hundred thousand dollars and to imprisonmentfor two years.

Regulations, Guidelines and Penalties

9. (1) The Minister may, after receiving recommenda-tions from the Central Bank, make Regulations for—

(a) any matter required to be prescribed underthis Act;

(b) the transfer of funds by electronic means;(c) prudential criteria;(d) the oversight of payment systems; (e) generally giving effect to the provisions of

this Act.

(2) Regulations made under subsection (1) shall besubject to a negative resolution of Parliament.

(3) Regulations made under subsection (1)(c) mayinclude, but shall not be limited to—

(a) capital adequacy and solvency require-ments and capital ratios in relation tolicensees, financial holding companies andmembers of financial groups;

Regulations


(b) liquidity requirements and ratios;(c) treatment of credit exposures;(d) treatment of assets and investments;(e) treatment of interest;(f) transactions with connected parties and

connected party groups;(g) risks relating to self dealing;(h) profiting from insider information;(i) risks relating to foreign exchange transac-

tions, sectoral and business risks and offbalance sheet transactions;

(j) reporting requirements for large deposits;(k) reporting requirements for transactions

referred to in paragraph (f); (1) other reporting requirements;

(m) information required in published financialstatements;

(n) new financial instruments;(o) relationships with holding companies,

controlling shareholders, significant share-holders, subsidiaries and other affiliates asthey may affect the capital position of thelicensee; and

(p) issuing electronic money.

(4) Capital adequacy and solvency requirementsand capital ratios shall apply—

(a) to a licensee on an individual basis, andon a consolidated basis to include whereapplicable, all the domestic and foreign—

(i) subsidiaries of the licensee;(ii) companies in which the licensee is

a significant shareholder; and


(b) on a consolidated basis, to a financialholding company and all of the domestic andforeign members of the financial group thatthe financial holding company controls.

(5) Regulations pertaining to the oversight of pay-ment systems may include but shall not be limited to—

(a) access regimes;(b) operating rules;(c) standards of compliance for payment

systems;(d) standards of compliance for participants to

the payment systems;(e) risk-control and risk-limitation mechanisms;(f) disclosure requirements; and(g) procedures for the processing of

applications.

(6) A person who contravenes Regulations madeunder this section commits an offence and where theperson—

(a) is an individual, the person is liable onsummary conviction to a fine of five milliondollars and to imprisonment for five yearsand in the case of a continuing offence to afine of five hundred thousand dollars forevery day on which the offence continues;

(b) is a company—(i) every director and officer of such

company is liable on summaryconviction to a fine of five milliondollars and to imprisonment forfive years and in the case of acontinuing offence to a fine of fivehundred thousand dollars for everyday on which the offence continues;and


(ii) the company is liable on summaryconviction to a fine of five milliondollars and in the case of acontinuing offence to a fine of fivehundred thousand dollars for everyday on which the offence continues.

10. The Central Bank may issue guidelines on anymatter it considers necessary to —

(a) give effect to this Act; (b) enable the Central Bank to meet its

objectives;(c) aid compliance with the Proceeds of Crime

Act, 2000, the Anti-Terrorism Act, 2005,or any other written law relating tothe prevention of money laundering andcombating the financing of terrorism; and

(d) regulate the market conduct of licensees.

11. (1) Before Regulations are made pursuant tosection 9, the Central Bank shall submit theRegulations in draft form to the licensees and otherpersons who may be affected by them, and shall, in thatregard, consult with the licensees and other affectedpersons.

(2) Where, in the opinion of the Minister, anymatter proposed to be dealt with in Regulations or by anamendment thereof has become urgent, the Ministermay proceed to effect promulgation of the Regulations oran amendment thereof without following the processreferred to in subsection (1), in which case the CentralBank shall publish in the Gazette and in at least twodaily newspapers published and circulated in Trinidadand Tobago the reasons for its action.

12. Contravention of a guideline referred to in section10 shall not constitute an offence, but this shall notprevent the Central Bank or the Inspector from takingaction under section 86.

Draft Regulations

Contravention ofguidelines

Guidelines

No. 55 of 2000No. 26 of 2005


13. The Minister, by Order, subject to negativeresolution of Parliament, may, after receiving therecommendations of the Central Bank, amend the First,Second, Third, Fifth and Sixth Schedules.

14. In the exercise of their functions, powers andduties under this Act, the Central Bank, the Governorand the Inspector may delegate any such function to,and exercise any of their powers and duties through,any officer, employee or agent of the Central Bank.

15. In the exercise of its functions under this Act, theBoard may delegate all or any of its functions to acommittee appointed by the Board comprising aminimum of three members of the Board.

PART IIILICENSING OF FINANCIAL INSTITUTIONS

16. (1) No person other than— (a) a company incorporated or continued in

Trinidad and Tobago under the CompaniesAct and licensed by the Central Bank forthat purpose; or

(b) a foreign financial institution licensed bythe Central Bank for that purpose pursuantto section 18,

shall carry on banking business in Trinidad and Tobago.

(2) “Banking business” or “business of banking”means the business of soliciting and receiving sums ofmoney from the public on current or deposit accountwhich may be withdrawn on demand, by cheque, draft,order or notice, and the solicitation and grantingof credit exposures, by a person whether as principalor agent and includes payment card business and,generally, the undertaking of any business appertainingto the business of commercial banking.

Amendment toSchedules

Delegation andexercise of powersthrough authorizedofficers

Delegation offunctions

Restriction onbusiness of banking


(3) A person intending to carry on the business ofbanking shall, before commencing such business, applyfor a licence under section 20.

(4) A person shall not carry on banking businesswithout having in cash a minimum stated capital offifteen million dollars or such larger amount as may bespecified from time to time by Order of the Minister onthe advice of the Central Bank.

(5) An institution which at the commencement ofthis Act holds or is deemed to hold a valid licence underthe Financial Institutions Act, 1993 shall be deemed tohave been issued a licence under section 21.

(6) Notwithstanding subsection (4), a licenseemay be required by the Inspector to provide additionalcapital in cash or approved securities for the businessesit is conducting and may be required to satisfy theInspector that its capital base is adequate in accordancewith the capital adequacy requirements imposed byprudential criteria regulations.

(7) Where the Central Bank has reasonablegrounds to believe that a person is carrying on anyaspect of the business of banking without a licenceissued under this Act, it may require information from,inquire into and examine the affairs of, that person, andmay take any action that the Central Bank sees fit toensure that the person discontinues the activity in ques-tion, including, without limitation, the issue of a com-pliance direction to cease the activity under section 86.

(8) Where a person carries on business ofbanking without a licence issued or deemed to be issuedunder this Act, the person commits an offence and—

(a) where the person is an individual, theperson is liable on summary conviction to afine of five million dollars and to imprison-


ment for five years and in the case of acontinuing offence to a fine of five hundredthousand dollars for every day on which theoffence continues;

(b) where the person is a company—(i) every director and officer of such

company is liable on summaryconviction to a fine of five milliondollars and to imprisonment forfive years and in the case of acontinuing offence, to a fine of fivehundred thousand dollars for everyday on which the offence continues;and

(ii) the company is liable on summaryconviction to a fine of five milliondollars and in the case of acontinuing offence, to a fine of fivehundred thousand dollars for everyday on which the offence continues;or

(c) where the person is an unincorporatedbody, every officer or member of thegoverning body of such unincorporated bodyis liable on summary conviction to a fine offive million dollars and to imprisonment forfive years and in the case of a continuingoffence, to a fine of five hundred thousanddollars for every day on which the offencecontinues.

17. (1) No person other than—(a) a company incorporated or continued in

Trinidad and Tobago under the CompaniesAct and licensed by the Central Bank forthat purpose;

Restriction onbusiness of afianancial nature


(b) a foreign financial institution licensed bythe Central Bank for that purpose pursuantto section 18; or

(c) a person licensed under this Act to carry onthe business of banking,

shall carry on any business of a financial nature inTrinidad and Tobago.

(2) “Business of a financial nature” means thesolicitation and collection of funds in the form ofdeposits, shares, loans and premiums and the invest-ment of such funds in loans, shares and other securitiesand includes—

(a) the performance for reward of the functionsand duties of a trustee, administrator,executor or attorney; and

(b) the issue of electronic money,but does not include the business of banking.

(3) A person shall not carry on business of a finan-cial nature of any of the classes specified in the FirstSchedule unless he is licensed by the Central Bank inrespect of that class of business.

(4) The Minister may, by Order, on the advice ofthe Central Bank, prescribe—

(a) the category of persons other thanlicensees, which may issue electronicmoney, subject to the approval of theCentral Bank; and

(b) the requirements and criteria applicable tosuch persons.

(5) The Central Bank may—(a) impose such terms and conditions as it sees

fit on any person approved to issueelectronic money;


(b) issue directions, including compliance direc-tions pursuant to section 86, to personsapproved to issue electronic money as theBank sees fit;

(c) revoke an approval to issue electronicmoney if the person—

(i) fails to meet the prescribedcategory, requirements or criteria;or

(ii) is in breach of any terms andconditions imposed or directionsincluding compliance directionsissued by the Central Bank.

(6) A person who—(a) issues electronic money without the

approval of the Central Bank;(b) continues to so issue after his approval is

revoked; or(c) is in breach of any terms and conditions

imposed by the Central Bank,commits an offence.

(7) A person other than a bank licensed under thisAct, intending to carry on business of a financial natureshall, before commencing such business, apply for alicence under section 20.

(8) A person shall not carry on business of a finan-cial nature without having in cash a minimum statedcapital of fifteen million dollars, or such larger amountas may be specified by Order of the Minister on theadvice of the Central Bank.

(9) An institution which at the commencement ofthis Act holds or is deemed to hold a valid licence underthe Financial Institutions Act, 1993 shall be deemed tohave been issued a licence under section 21 to carry onthe class of business for which it was licensed.


(10) Notwithstanding subsection (8), a licensee maybe required by the Inspector to provide additionalcapital in cash or approved securities for the business itis conducting and may be required to satisfy theInspector that its capital base is adequate in accordancewith the capital adequacy requirements imposed byRegulations made under this Act.

(11) Where the Central Bank has reasonablegrounds to believe that a person is carrying on anyaspect of the business of a financial nature without alicence issued under this Act, it may require informationfrom, inquire into and examine the affairs of thatperson, and may take any action that the Central Banksees fit to ensure that the person discontinues theactivity in question, including, without limitation, theissue of a compliance direction to cease the activityunder section 86.

(12) Where a person carries on business of afinancial nature without a licence issued or deemed tobe issued under this Act, the person commits an offenceand—

(a) where the person is an individual, he isliable on summary conviction to a fine offive million dollars and to imprisonment forfive years and in the case of a continuingoffence, to a fine of five hundred thousanddollars for every day on which the offencecontinues;

(b) where the person is a company—(i) every director and officer of such

company is liable on summaryconviction to a fine of five milliondollars and to imprisonment forfive years and in the case of acontinuing offence, to a fine of fivehundred thousand dollars for everyday on which the offence continues;and


(ii) the company is liable on summaryconviction to a fine of five milliondollars and in the case of acontinuing offence, to a fine of fivehundred thousand dollars for everyday on which the offence continues;or

(c) where the person is an unincorporatedbody, every officer or member of thegoverning body of such unincorporated bodyis liable on summary conviction to a fine offive million dollars and to imprisonment forfive years and in the case of a continuingoffence, to a fine of five hundred thousanddollars for every day on which the offencecontinues.

(13) A person licensed under this section shallnot—

(a) accept a deposit upon terms that it isrepayable on demand or in less than oneyear, and shall inform the depositor of thislimitation at the time when a deposit ismade;

(b) without the written permission of theCentral Bank repay any deposit within lessthan one year from the date on which thedeposit was received by the licensee; or

(c) grant loans for periods of less than oneyear.

(14) Subsection (13) shall not apply to deposits takenfrom, and loans granted to other licensees, insurancecompanies, the Central Bank and the NationalInsurance Board.


18. (1) The Central Bank may grant a licence to aforeign financial institution to carry on bankingbusiness or business of a financial nature in Trinidadand Tobago on a branch basis, where such foreignfinancial institution is subject to regulation and super-vision in its home jurisdiction that is satisfactory to theCentral Bank.

(2) A foreign financial institution licensedpursuant to subsection (1) shall—

(a) appoint an employee who is ordinarilyresident in Trinidad and Tobago to be itsprincipal representative for the purposes ofthis Act, and who shall be responsible forthe day to day management of the branch ofthe foreign financial institution;

(b) provide the principal representative with apower of attorney expressly authorizinghim to receive all notices from the CentralBank and shall without delay submit a copyof the power of attorney to the CentralBank; and

(c) where a vacancy occurs in the position ofprincipal representative, without delay, fillthe vacancy and submit a copy of the newpower of attorney to the Central Bank.

(3) A power of attorney filed or deposited underthis section shall be valid although not registered underthe Registration of Deeds Act.

(4) A foreign financial institution licensedpursuant to subsection (1) shall maintain assignedcapital—

(a) in an amount equivalent to the minimumshare capital that would be required of alicensed domestic institution under section16(4) or 17(7) as applicable; or

(b) such larger amount as may be specifiedfrom time to time by the Central Bank.

Licence for branch offoreign financialinstitution

Chap. 19.06


19. The Central Bank shall issue Guidelines withrespect to securities that are approved for the purposesof sections 16(6), 17(10), 18(4) and 47(2).

20. Every application for a licence to carry onbusiness of banking or a licence to carry on business ofa financial nature shall be made to the Central Bank inwriting and shall be accompanied by–—

(a) a statement of the applicant's name and theaddress of its—

(i) registered office in Trinidad andTobago, in the case of an applica-tion by or on behalf of, a localcompany; or

(ii) principal office outside Trinidadand Tobago in the case of anapplication by a foreign financialinstitution;

(b) the name, address, nationality, experience,and other relevant information, includingthe information specified in the SecondSchedule pertaining to—

(i) each director and officer orproposed director and officer andall existing and proposed share-holders holding five per cent ormore of any class of shares in thecase of an application by or onbehalf of a company; or

(ii) the principal representative orproposed principal representativeunder section 18(2) and any otherofficers who will be resident inTrinidad and Tobago in the caseof an application by a foreignfinancial institution;

(c) a concise history of the applicant's businessexperience, proposed business dealings,including the type of business which it

Guidelines forapproved securities

Application forlicence


proposes to carry on, and the managementarrangements for the proposed licensedinstitution;

(d) a certified statement or where this cannotbe produced, such proof as the CentralBank may require of the applicant's abilityto meet the requirement of a minimumstated capital or assigned capital of not lessthan fifteen million dollars or suchincreased amounts as may be requiredpursuant to section 16(4), 17(7) or 18(4);

(e) a certified copy of the articles of incorpora-tion or continuance, by-laws or otherconstituent document under which theapplicant is incorporated, continued orconstituted;

(f) in the case of an application by or on behalfof a company that has been carrying onbusiness prior to the application, a copy ofits financial statements and the auditor’sreport thereon for the three consecutiveyears immediately preceding the applica-tion, except that where the local companyhas been functioning for less than threeyears, a copy of financial statements andthe auditor's report thereon for each year ithas been in operation shall be sufficient;

(g) such further information as the CentralBank may require.

21. (1) The Central Bank may, on an applicationduly made in accordance with section 20, and afterbeing provided with all such information and documentsas it may require under that section, after being satis-fied that this Act, in particular the criteria set out in theSecond Schedule and any Regulations made hereunderhave been complied with, and after consultation withthe Minister, approve or refuse the application.

Approval and issueof licence


(2) Where the decision is made to refuse a licence,the Central Bank shall give reasons for the said refusalto the applicant within fourteen days of the date ofrefusal.

(3) The Central Bank shall upon approval of anapplication and upon payment of the fee specified insection 22, issue a licence to the applicant duly signedby the Governor.

(4) A licence to carry on the business of bankingor a A licence to carry on the business of a financialnature may contain such terms and conditions as theCentral Bank considers advisable taking into accountthe particular circumstances of the proposed licensedinstitution.

(5) Notice of the issue of a licence by the CentralBank shall be published in the Gazette and in at leasttwo daily newspapers published and circulated inTrinidad and Tobago and notwithstanding the dateof publication the licence shall take effect on the datespecified therein.

(6) A licence issued under this Act shall be validuntil it is revoked.

(7) A licensee who wishes to vary a type and classof business for which it is licensed or carry on a type andclass of business for which it is not licensed, shall firstobtain the approval of the Central Bank so to do and theCentral Bank may require the licensee to increase itsstated capital and to satisfy such additional prudentialcriteria and requirements as to management, as theCentral Bank considers necessary.

(8) It shall be a condition of every licence that thelicensee shall—

(a) comply with such terms and conditions asmay be specified in the licence; and


(b) within seven days of any change in thedirectors or officers, including a principalrepresentative under section 18(2) in thecase of a licensed foreign institution, notifythe Central Bank in writing of such change.

22. (1) Annual fees set out in the Sixth Scheduleshall be payable to the Central Bank by each licensee—

(a) in respect of its licence;(b) in the case of a licensed domestic institu-

tion, in respect of each of its branches andrepresentative offices; and

(c) in the case of a licensed foreign institution,in respect of each of its branches and repre-sentative offices in Trinidad and Tobago.

(2) The annual fees referred to in subsection (1)shall be payable not later than the thirty first day ofJanuary in each year or such later date as may bespecified by the Central Bank, except that where alicence is issued, or a branch or representative office isopened for the first time, after the first quarter in anyyear, the fee payable shall be calculated on a pro ratabasis.

(3) Application fees set out in the second column ofthe Sixth Schedule respecting the matters set out in thefirst column of the said Schedule shall be payable to theCentral Bank by each licensee at the time of therelevant application.

23. (1) The Board may revoke a licence where—(a) any of the criteria except paragraph A

specified in the Second Schedule, is not orhas not been fulfilled or is unlikely to be ormay not have been fulfilled in respect of thelicensee;

Annual FeesSixth Schedule

Revocation of licence


(b) the licensee has failed to comply with anyobligation imposed on it by or under thisAct;

(c) the Central Bank has been provided withfalse, misleading or inaccurate informationby or on behalf of the licensed institution or,in connection with an application for alicence, by or on behalf of a person who is oris to be a director or officer of the licensee;

(d) in the opinion of the Central Bank,the interests of depositors or potentialdepositors of the licensee are in any waythreatened, whether by the manner inwhich the licensee is conducting orproposes to conduct its affairs or for anyother reason;

(e) the licensee has not accepted a deposit inTrinidad and Tobago within the period oftwelve months from the day on which thelicence was issued or having accepted adeposit or deposits, has subsequently notdone so for any period of more than sixmonths;

(f) a receiver or manager of the undertaking ofthe licensee has been appointed;

(g) the licensee fails to comply with a directionunder section 24 or 27 or with a compliancedirection issued by the Central Bank undersection 86;

(h) the capital or liquidity of the licenseeis inadequate or insufficient to meet itsliabilities;

(i) possession has been taken by or on behalf ofthe holder of any debenture secured by acharge on any property of the licenseecomprised in or subject to the charge;


(j) the licensee has merged or has been amal-gamated with another company or licensedinstitution and the licence is no longerrequired;

(k) the business of the licensee is no longer thebusiness for which it was licensed; or

(l) the licensee has failed to pay its premium tothe Deposit Insurance Fund establishedunder the Central Bank Act.

(2) Subject to section 29, before a licence isrevoked by the Board, the Central Bank shall give to thelicensee written notice of the intention of the Board todo so, specifying the grounds upon which the Boardproposes to revoke the licence and the date on whichsuch proposed revocation is to take effect, and shallrequire the licensee to submit to the Central Bankwithin a specified period a written statement of anyobjections to the revocation of the licence.

(3) The Central Bank shall inform the licensee,by notice in writing, of the final decision of the Board.

(4) After serving a notice of intention to revoke alicence, and after taking into account any objectionunder subsection (2), the Board shall decide whetherto—

(a) revoke the licence;(b) take further action; or(c) restrict the licence instead.

(5) Where the Board decides to revoke the licence,the notice of revocation shall include the date on whichthe revocation takes effect, a statement of the groundsfor the decision and the rights of the licensee undersubsection (9) and section 112.


(6) When the Board serves a notice of intention torevoke a licence under this section, it may direct theInspector to take charge of all books, records and assetsof the licensee or any portion thereof or direct theInspector to apply to a Judge in Chambers to appoint aReceiver or Manager, and to do all such things as maybe necessary to safeguard the interests of depositors,creditors and shareholders of the licensee until anyappeal filed pursuant to subsection (9) has beendetermined.

(7) The Inspector may incur expenses to carry outthe provision of subsection (6), including, withoutlimitation, costs in connection with—

(a) utilities;(b) rent; and(c) necessary expenses of maintaining the

business of the licensee, and any such costs shall be paid by the licensee.

(8) Where the licensee does not have adequateliquidity to meet the costs referred to in subsection (7),the Central Bank may provide funding to cover suchcosts, which funding shall be treated as a loan by theCentral Bank to the licensee and shall be repaid outof the funds of the licensee or, in the event that thelicensee is liquidated, shall be a first charge on theassets of the licensee.

(9) Where any licensee is aggrieved by a decisionof the Board to revoke its licence pursuant to subsection(3), that licensee may appeal to a Judge in Chamberswithin fourteen days of the date of receipt of the noticeof revocation setting forth the grounds of such appeal.

(10) Where a decision is made to revoke a licenceunder subsection (3), the licensee shall cease carryingon business as from the date notified to it as the date onwhich the revocation shall take effect.


(11) When a decision is made to revoke a licenceand such decision is not set aside by a Judge inChambers, the Inspector shall apply to the Judge for anorder for the winding-up of the licensee.

(12) Where in the case of a licensee having anaffiliate located outside Trinidad and Tobago, therelevant supervisory authority in that country haswithdrawn from the affiliate an authorization or licencecorresponding to any which may be conferred by thisAct, the Board may restrict or revoke the licencegranted under this Act.

(13) Where in the case of an affiliate, whereverincorporated, of a licensee—

(a) a winding-up order has been made;(b) a resolution for its voluntary winding-up

has been passed in accordance withsection 66; or

(c) an order for the appointment of a receiverhas been made,

the Board may restrict or revoke the licence if itconsiders that the winding-up of the affiliate is likely toadversely affect the licensee or its depositors.

(14) The Board shall revoke the licence of alicensee if—

(a) a winding-up order has been made againstit;

(b) all its assets have passed into the owner-ship of another person; or

(c) a resolution for its voluntary winding-uphas been passed in accordance withsection 66.


24. (1) Where it appears to the Board that there aregrounds on which its power to revoke a licence isexercisable but the circumstances are not such as tojustify revocation, it may place restrictions on thelicence instead of revoking it.

(2) A licence may be restricted by issuingsuch directions as the Board thinks necessary to protectthe interests of the licensee's depositors or potentialdepositors.

(3) The directions issued under this section may,in particular—

(a) require the licensee to take certain steps orto refrain from adopting or pursuing aparticular course of action or to restrict thescope of its business in a particular way;

(b) stipulate limitations on the acceptance ofdeposits, the incurring of credit exposuresor the distribution of profit;

(c) prohibit the licensee from solicitingdeposits, either generally or from personswho are not already depositors;

(d) prohibit the licensee from entering into anyother business of banking or business of afinancial nature;

(e) require the removal of any director orofficer; or

(f) specify such other requirements as theBoard may think fit.

(4) A direction imposed under this section may bevaried or withdrawn by the Board.

(5) A licensee or any director or officer thereofwho fails to comply with any requirement or contra-venes any prohibition imposed on it by a direction underthis section, commits an offence and is liable on

Restriction of licence


summary conviction, in the case of a licensee, to a fineof six hundred thousand dollars and in the case of adirector or officer to a fine of six hundred thousanddollars and to imprisonment for two years.

(6) The provisions of section 86(8) shall apply to thissection mutatis mutandis.

25. (1) Where the Board proposes to—(a) restrict a licence; or(b) vary the restrictions imposed on a licence

otherwise than with the agreement of thelicensee,

it shall serve written notice of intention to do so on thelicensee.

(2) A notice of intention to restrict or to vary arestriction shall specify the proposed restriction or theproposed variation as the case may be, and shall statethe grounds on which the Board proposes to act andparticulars of the licensee's rights under subsection (4).

(3) Where —(a) the ground for a proposed restriction or

variation of a restriction is that it appearsto the Board that the criteria in paragraphA of the Second Schedule is not or has notbeen fulfilled, or is unlikely to be or may nothave been fulfilled in the case of any person;or

(b) a proposed restriction consists of or includesa condition requiring the removal of anyperson as director or officer,

the Board shall serve on that person a copy of the noticeof intention to restrict or vary a restriction together witha statement of his rights under subsection (4).

Notice of restriction


(4) A licensee which is served with a notice ofintention to restrict or vary a restriction, and a personwho is served with a copy of it under subsection (3) may,within the period of fourteen days commencing from theday after which the notice was served, make represen-tation to the Board.

(5)After serving a notice of intention to restrictor vary a restriction, and after taking into account anyrepresentations made under subsection (4) the Boardshall decide whether to—

(a) proceed with the action proposed in thenotice;

(b) take further action;(c) restrict or vary the restriction, in a different

manner.

(6) The Board shall serve on the licensee and onany such person served with notice in subsection (3),written notice of its decision and, except where thedecision is to take no further action, the notice shallstate the reasons for the decision and shall giveparticulars of the rights conferred by sections 26(2)and 112.

(7) A notice under section 25(6) shall be servedwithin the period of twenty-one days commencing on theday after which the notice of intention to restrict or varya restriction was served and if no notice is served underthat section, within that period, the Board shall betreated as having at the end of that period served anotice under that subsection to the effect that no furtheraction is to be taken.

26. (1) A notice under section 25(6) of a decision torestrict or to vary the restrictions on a licence shall havethe effect of restricting the licence or varying the restric-tions in the manner specified in the notice.

Restriction orvariation


(2) Where the decision notified under subsection(1) is to restrict the licence or to vary the restrictions ona licence otherwise than as stated in the notice of inten-tion to restrict or vary a restriction the licensee may,within the period of seven days commencing on the dayafter which the notice was served under section 25(6),make written representations to the Board with respectto the restrictions and the Board may, after taking thoserepresentations into account, alter the restrictions.

(3) Where the Board varies a restriction on alicence with the licensee's agreement or withdraws arestriction consisting of a condition the variation orwithdrawal shall be effected by written notice to thelicensee.

(4) Where a licence is restricted or varied and thelicensee fails to comply with any of the terms of therestriction or variation, as the case may be, the licenseecommits an offence.

27. (1) The Board may give a licensee directions—(a) when giving notice of intention to revoke its

licence under section 23(2), that the Boardproposes to revoke its licence;

(b) at any time after such notice of intention torevoke its licence has been given to thelicensee, whether before or after its licenceis revoked; or

(c) when giving a notice of revocation of itslicence under section 29(2) in the case of thevoluntary winding-up of the licensee asreferred to in section 23(13)(b).

(2) Directions under this section shall be such asappear to the Board to be desirable in the interests ofthe depositors or potential depositors of the

Directions to licensee


licensee,whether for the purpose of safeguarding itsassets or otherwise, and may, in particular—

(a) require the licensee to take certain steps orto refrain from adopting or pursuing aparticular course of action or to restrict thescope of its business in a particular way;

(b) impose limitations on the acceptanceof deposits and the incurring of creditexposures;

(c) prohibit the licensee from soliciting depositseither generally or from persons who arenot already depositors;

(d) prohibit the licensee from entering into anyother transaction or class of transactions;

(e) require the removal of any director orofficer; or

(f) contain such other requirements as may beconsidered necessary in any particular case.

(3) Where the Board gives a licensee notice that itdoes not propose to take any further action pursuant tothe notice under section 23(2) it shall not give any direc-tions and any directions previously given shall cease tohave effect.

(4) Under this section no direction shall be givento a licensee or former licensee after it has ceased tohave any liability in respect of deposits for which it hada liability at a time when it was licensed and any suchdirection which is in force with respect to a licensee orformer licensee shall cease to have effect when it ceasesto have any such liability.

(5) A licensee or any director or officer thereof whofails to comply with any requirement or contravenes anyprohibition imposed by a direction under this sectioncommits an offence and is liable on summary conviction,in the case of a licensee, to a fine of five million dollarsand in the case of any director or officer, to a fine of fivemillion dollars and to imprisonment for five years.


(6) Section 86(8) shall apply, mutatis mutandis tothis section.

28. (1) Directions under sections 24 and 27 shall begiven by notice in writing, and shall state the reasonsfor which the directions are given, and may be varied bya further notice containing directions, or cancelled bythe Board by notice in writing to the licensee or formerlicensee.

(2) Where a direction requires the removal of aperson as director or officer, the Board shall serve onthat person a copy of the direction together with a state-ment of his rights under subsection (3).

(3) A licensee to which a direction is given and aperson who is served a copy of it under subsection (2)may, within the period of fourteen days commencingfrom the day after which the direction is given, makewritten representations to the Board and the Boardshall take any such representations into account indeciding whether to confirm the direction.

(4) Where the Board decides to confirm the direc-tion it shall serve written notice of such confirmation onthe licensee or former licensee and such notice shallstate particulars of the rights of the licensee or formerlicensee under section 112.

29. (1) No notice of intention need be given—(a) under section 23(2) in respect of the revoca-

tion of a licence in any case in whichrevocation is mandatory under subsection23(14); or

(b) under section 25(1) in respect of the imposi-tion or variation of a restriction on a licencein any case in which the Board considersthat the restriction should be imposed orvaried as a matter of urgency.

Notification andconfirmation ofdirections

Mandatoryrevocation andrestriction incases of urgency


(2) In any such case as is mentioned in subsection(1), the Board may by written notice to the licenseerevoke the licence or impose or vary the restriction.

(3) A notice under subsection (2) shall state thereasons for which the Board has acted and, in the caseof a notice imposing or varying a restriction, giveparticulars of the licensee’s rights conferred by section112.

(4) Where–(a) the ground for a proposed restriction or

variation of a restriction is that it appearsto the Board that the criteria in paragraphA of the Second Schedule is not or has notbeen fulfilled, or is unlikely to be or may nothave been fulfilled in the case of any person;or

(b) a proposed restriction consists of or includesa condition requiring the removal of anyperson as director or officer,

the Board shall serve on that person a copy of the noticeto restrict or vary a restriction together with a state-ment of his rights under subsection (5).

(5) A licensee which is served with a notice torestrict or vary a restriction, and a person who is servedwith a copy of it under subsections (2) and (4) may,within the period of fourteen days commencing from theday after which the notice was served, make represen-tation to the Board.

(6) After serving a notice under subsection (2) or(4) imposing or varying a restriction and taking intoaccount any representations made in accordance withsubsection (5) the Board shall decide whether to—

(a) confirm or rescind its original decision; or(b) impose a different restriction or to vary the

restriction in a different manner.


(7) The Board shall, within the period of twenty-one days commencing from the day after which therepresentations have been made, give the licenseeconcerned written notice of its decision under subsection(6) and, except where the decision is to rescind theoriginal decision, the notice shall state the reasons forthe decision.

(8) Where the notice under subsection (7)contains a decision to take the action specified in sub-section (6)(b) the notice under subsection (7) shall havethe effect of imposing the restriction or making the vari-ation specified in the notice with effect from the date onwhich the notice is served.

(9) Where a notice of intention to revoke a licenceunder section 23(2) is followed by a notice revoking alicence under this section, the latter notice shall havethe effect of terminating any right to make representa-tions in respect of the proposed revocation.

30. (1) Not later than the thirty-first day of March ineach year, the Central Bank shall publish in the Gazetteand in at least two daily newspapers published andcirculated in Trinidad and Tobago a list of institutionslicensed to carry on banking business or business of afinancial nature in Trinidad and Tobago.

(2) The Central Bank shall make available to anyperson on request and on payment of such fee, if any, asit may reasonably require, a list of the licensees licensedeither at the date of the request or at such earlier date,being not more than thirty days earlier, as may bespecified in the request.

(3) Within seven days of a person ceasing to holda licence the Central Bank shall publish notice of thatfact in the Gazette and in at least two daily newspaperspublished and circulated in Trinidad and Tobago.

Information as tolicenced institutions


31. (1) A licensee shall not make any alteration to itsarticles of incorporation or continuance, by-laws or anyother constituent document under which it is incorpo-rated, continued or constituted, unless it has notifiedthe Inspector, in writing, that it proposes to make thealteration and has submitted the proposed alterationand the Inspector either—

(a) has, in writing, approved the proposedalteration; or

(b) has not, within thirty days of receipt of thenotification, indicated in writing to thelicensee any disapproval of the proposedalteration.

(2) The Inspector shall not disapprove a proposedalteration unless such proposed alteration is, or islikely to result in a breach of—

(a) the terms and conditions of the licensee'slicence; or

(b) the provisions of this Act or any Regulationsmade thereunder.

(3) Notwithstanding any written law to thecontrary an alteration made to the articles of incorpora-tion or continuance, by-laws or any other constituentdocument of a licensee in contravention of subsection (1)shall be void.

(4) Every licensee shall within fourteen days ofthe date on which any alteration is made to its articlesof incorporation or continuance, by-laws or other con-stituent document, submit to the Inspector a copy of thealtered articles of incorporation or continuance, by-lawsand other constituent documents.

(5) A licensee that contravenes subsections (1)and (4) commits an offence.

Amendment ofarticles ofincorporation andother constituentdocuments


32. (1) A person other than a licensee shall not—(a) describe himself as a licensed institution; or(b) so hold himself out as to indicate or be

reasonably understood to indicate that he isa licensed institution.

(2) A person shall not falsely state, or do anythingwhich falsely indicates, that he is entitled, althoughnot a licensed institution, to carry on the business ofbanking or the business of a financial nature.

(3) A person who contravenes subsection (1)commits an offence and is liable on summary conviction,in the case of a company, to a fine of ten million dollarsand in the case of an individual, to a fine of ten milliondollars and to imprisonment for ten years.

(4) A person who contravenes subsection (2)commits an offence and is liable on summary conviction,in the case of a company, to a fine of five million dollarsand in the case of an individual, to a fine of five milliondollars and to imprisonment for five years.

PART IV

DIRECTORS AND MANAGEMENT

33. (1) A person who has been—(a) a director or officer of a company in the ten

years immediately preceding a winding-uporder being made by a court or the date thatthe company has been placed in receiver-ship;

(b) adjudged bankrupt under the BankruptcyAct;

False statements asto licensed status

Persons debarredfrom managenent


(c) a director or officer of a former licensee, thelicence of which has been revoked, unlesssuch revocation was due to—

(i) its amalgamation with anotherlicensed institution or company; or

(ii) its voluntary winding-up,

shall not, without the express approval of the CentralBank, act or continue to act as a director or officer or, beconcerned in any way in the management of a licensedinstitution or financial holding company.

(2) A person who—(a) has been convicted by a court for an offence

involving fraud, dishonesty, a contraventionof the Proceeds of Crime Act or any regula-tions made thereunder or such other statu-tory provision in relation to the preventionof money laundering and the combating ofterrorist financing as may be in force fromtime to time;

(b) is or was convicted of an offence under thisAct; or

(c) is not a fit and proper person in accordancewith the criteria specified in the SecondSchedule,

shall not act or continue to act as a director or officer of,or be concerned in any way in the management of alicensed institution or financial holding company.

(3) Subject to subsection (4), a director or officerof a company that is a licensed domestic institutionshall not act or continue to act as a director or officer orbe concerned in any way in the management of anotherfinancial entity except with a permit from the CentralBank.


(4) Where a licensed domestic institution is amember of a financial group, a director or officer—

(a) of the licensed domestic institution; or (b) of a company that is part of the financial

group,

may act or continue to act as a director or officer or beconcerned in the management of a financial entitywhere that financial entity is part of the financial group.

(5) Where for the purpose of subsection (2)(c)a person is not regarded, or is no longer regarded, asfit and proper by the Central Bank, the CentralBank shall serve a notice on the licensee or financialholding company and where appropriate personconcerned informing them that the Central Bankproposes to disqualify the person from being adirector or officer, stating the reasons for its decisionand particulars of the rights conferred by subsection (6)and by section 112.

(6) The licensee or financial holding company andthe person concerned may, within the period of fourteendays, commencing from the day after which the noticeunder subsection (5) is served, make written represen-tations to the Central Bank which shall take suchrepresentations into account in deciding whether or notto disqualify the person from acting as a director orofficer.

(7) The Central Bank shall inform the licensee orfinancial holding company and the person concerned, bynotice in writing, of the final decision of the CentralBank.

(8) Where the decision of the Central Bankreferred to in subsection (7) is to disqualify the person,that person shall forthwith cease to be a director or offi-cer of the licensee or financial holding company.


(9) Where –

(a) the Central Bank places a restriction on thelicence of a licensee;

(b) it appears to the Central Bank that alicensee’s capital or liquidity is inadequateto meet its liabilities and the Bank has sonotified the licensee; or

(c) the Central Bank has exercised any of itspowers in relation to the licensee undersection 44D of the Central Bank Act,

the licensee and any financial holding company of thelicensee shall notify the Central Bank at least thirtydays before the effective date of election or appointmentof any director or officer and shall not elect to the boardsuch director or appoint such officer if within the thirty-day period the Central Bank disapproves of suchappointment or employment.

(10) Notwithstanding the liability of a personunder subsection (13), it shall be the duty of everylicensee and financial holding company to ensure thatits directors and officers do not act or continue to act incontravention of this section.

(11) A licensee or financial holding company thatcontravenes subsections (9) and (10) commits an offence.

(12) A—

(a) person who contravenes subsection (1),(2)(a) or (b) or (3); or

(b) licensee or financial holding company uponwhich notice has been served under subsec-tion (7) and which permits a person whocontravenes subsection (1) or (2) to act or


continue to act as a director of or beconcerned in any way in the management ofthe licensee or financial holding company,

commits an offence and is liable on summary convictionin the case of an individual to a fine of five milliondollars and to imprisonment for five years and to a fineof five hundred thousand dollars for each day that theoffence continues, and in the case of a licensee or afinancial holding company to a fine of five milliondollars and to a fine of five hundred thousand dollars foreach day that the offence continues.

(13) A person referred to in subsection (2)(c) whocontravenes subsection (8) commits an offence and isliable on summary conviction to a fine of five milliondollars and imprisonment for five years and to a fine offive hundred thousand dollars for each day that theoffence continues.

34. (1) A director of a licensee or of a financial holdingcompany shall not be present, or vote at a meeting of theboard of directors or a committee of the board ofdirectors of that licensee or financial holding companywhen a contract including a loan, an advance or othercredit facility which would result in a direct or indirectfinancial benefit accruing to—

(a) the director or a relative of the director;(b) a company of which the director or a

relative is an officer; or (c) a company in which the director or a

relative holds a beneficial interest,

is being considered, unless such contract is with acompany controlled by the licensee or financial holdingcompany and all the issued shares except the qualifyingshares, if any, of directors are owned by that licensee orfinancial holding company.

Restriction on votingpower of director


(2) A person who contravenes this sectioncommits an offence.

35. (1) The directors of a licensee or of a financialholding company shall notify the Inspector of anydevelopments that pose material risks to the licensee orfinancial holding company.

(2) A director who contravenes subsection (1)commits an offence and is liable on summary convictionto a fine of six hundred thousand dollars.

(3) A director of a licensee or of a financialholding company who—

(a) resigns;(b) receives a notice or otherwise learns of a

meeting of shareholders called for thepurpose of removing him from office; or

(c) receives a notice or otherwise learns of ameeting of directors or shareholders atwhich another person is to be appointed orelected to fill the office upon his resignationor removal from office or because his term ofoffice has expired or is about to expire,

may submit to the licensee or financial holdingcompany and shall submit to the Central Bank awritten statement giving the reasons for his resignationor departure from office, or, where applicable, thereasons that he opposes any proposed action orresolution.

(4) A person who contravenes subsection (3)commits an offence.

36. (1) The board of directors of a licensee shallappoint from among their number an audit committee,which shall consist of at least three directors—

(a) a majority of whom must be independentdirectors; and

Duties of directors

Audit committee


(b) at least one of whom must be a financialexpert.

(2) A licensee that contravenes subsection (1)commits an offence.

(3) The chair of the audit committee shall be anindependent director.

(4) Subsection (1)(a) shall not apply in respect ofa licensed domestic institution that is licensed undersection 21 immediately prior to the day that this Actcomes into force, until the day that is three years fromthe day that this section comes into force.

(5) The duties of the audit committee shallinclude, without limitation—

(a) the review of, and a report to the board ofdirectors on the annual financial state-ments and other returns prior to approvalby the Board;

(b) the review of such returns of the licensee asthe Inspector may specify; and

(c) ensuring that an appropriate framework forinternal control procedures is in place.

(6) For the purposes of this section—(a) a “financial expert” means a person who has

the necessary financial education and sub-stantive experience as—

(i) a qualified accountant;(ii) an auditor;

(iii) a chief financial officer; or(iv) a comptroller,

who otherwise possesses a soundunderstanding of generally acceptedaccounting principles, financial statements andthe way in which financial statements areprepared and audited;


(b) a “qualified accountant” means a personwho is a member of the Institute ofChartered Accountants of Trinidad andTobago or such other professional associa-tion as may be approved by the CentralBank; and

(c) an “independent director” means a directorwho—

(i) is not the holder of five per cent ormore of the shares of the licenseeor of a connected party of thelicensee;

(ii) is not a current officer of thelicensee or of a connected party ofthe licensee;

(iii) is not a relative of a currentofficer or director, or of a personwho was an officer or director ofthe licensee or a connected partyof the licensee within two yearsprior to his appointment;

(iv) is not the auditor, nor has beenemployed by the auditor of alicensee nor the auditor of any ofthe connected parties of thelicensee within three years priorto his appointment;

(v) has not been employed by thelicensee or any of its connectedparties within three years prior tohis appointment;

(vi) is not an incorporator of thelicensee or of a connected party ofthe licensee;

(vii) is not a professional adviser of thelicensee or of a connected party ofthe licensee;


(viii) is not a supplier to the licenseeor of a connected party of thelicensee;

(ix) is not indebted to the licensee orany of its affiliates, other than byvirtue of—

(A) a fully collateralized loan;or

(B) an outstanding credit cardbalance not exceedingsixty thousand dollars.

37. (1) Each licensee and each financial holdingcompany shall submit to the Inspector, annually and atsuch time as requested, a report which contains—

(a) a statement, signed by its chief executiveofficer and chief financial officer, whichacknowledges management's responsibilityfor—

(i) preparing financial statements;(ii) establishing and maintaining an

adequate internal control struc-ture and procedures for financialreporting; and

(iii) complying with this Act and anyregulations made thereunder andany guidelines issued by theCentral Bank in accordance withthis Act; and

(b) a statement, signed on behalf of its board ofdirectors as to whether it is satisfied thatthe risk management systems and internalcontrols are adequate for managing its risksand are being properly applied.

(2) A licensee that contravenes this sectioncommits an offence.

Annual reports


38. (1) The board of directors of a licensee shall—(a) establish and maintain written policies and

procedures for transactions between thelicensee and—

(i) connected parties;(ii) connected party groups; and

(iii) employees who are not connectedparties; and

(b) review annually such policies, proceduresand transactions, to ensure compliance.

(2) The board of directors of a licensee shallprovide to the Inspector—

(a) upon request, copies of the licensee’s policesand procedures; and

(b) annually, the results of the compliancereviews,

referred to in subsection (1).

(3) The board of directors that fails to complywith subsections (1) and (2) commits an offence forwhich the licensee is liable.

(4) Where, in the opinion of the Inspector, thepolicies and procedures referred to in this section areinadequate, the Inspector may require the board ofdirectors of a licensee to take such action to change thepolicies and procedures.

(5) The board of directors of a licensee that fails tomake the changes required by the Inspector referred toin subsection (4) commits an offence for which thelicensee is liable on summary conviction to a fine of sixhundred thousand dollars.

39. (1) The board of directors of a licensee shallestablish and maintain documented informationsystems that identify and monitor the credit exposuresreferred to in sections 42(1), 42 (3), 43(1) and 43(4).

Policies andprocedures fortransactions withconnected partiesand employees

Information systemsfor credit exposures


(2) The board of directors of a licensee that fails tocomply with subsection (1) commits an offence for whichthe licensee is liable.

40. (1) The board of directors of a licensee shall estab-lish and maintain adequate internal controls, safety andsecurity measures and documented operational stan-dards to deal with automatic payments and transfers,authentication of financial transactions and electronicmessaging.


(3) Where the board of directors of a licensee failsto comply with subsection (1), the Inspector shallrequire the board of directors to take such action, with-in a specified period, to effect compliance therewith.

(4) The board of directors of a licensee that fails totake the necessary action in accordance with subsection(3) commits an offence and the licensee is liable onsummary conviction to a fine of six hundred thousanddollars.

PART V

RESTRICTIONS AND PROHIBITIONS

41. (1) Subject to this Act—(a) a bank shall not engage in or carry on any

business other than business of banking orbusiness of a financial nature;

(b) a licensee other than a bank shall notengage in or carry on any business otherthan business of a financial nature;

(c) a licensee shall not use or cause itspremises or any part thereof to be used forany purpose other than for which it islicensed under this Act save that a licenseemay permit a financial holding company, a

Internal controls

Prohibitions


regulated subsidiary or a subsidiaryapproved by the Central Bank to occupy aseparate part of the premises so, however,that the entrance to and exit from that sub-sidiary or financial holding company areseparate from that of the licensee and thelocation and signage of the subsidiary andfinancial holding company are such thatthere is a clear distinction between theoffice and operations of the licensee andthose of the subsidiary or financial holdingcompany.

(2) For the purposes of subsection (5), sections42(1) and (3), 43(1) and (3) and 45(1), (2), (5) and 46, andwithout limiting the generality of those sections andsubsections, a licensee is deemed indirectly to haveundertaken a course of action, entered into a transac-tion or incurred a credit exposure where the action isundertaken, the transaction entered into or the creditexposure incurred, by a subsidiary of the licensee.

(3) Subject to subsection (4), a licensee shall notdirectly or indirectly—

(a) engage in any trade except so far as may benecessary in the ordinary course of businessoperations and services, including thesatisfaction of debts due to such licenseeand the due performance of its functionsas a trustee, executor, administrator orattorney;

(b) acquire or hold land or any interest in landexcept so far as may be necessary—

(i) for the purpose of conducting itsbusiness or housing its officers oremployees;

(ii) for the satisfaction of debts due toit and the due performance of itsfunctions as a trustee, executor,administrator or attorney;


(iii) for the purpose of carrying out aproject financing agreement;

(c) beneficially hold land or any interest inland acquired in the course of satisfactionof debts due to it for longer than fiveyears from the date of acquisition or suchextended period as may be determined bythe Central Bank pursuant to subsection(6);

(d) acquire its own shares or the shares ofa holding company, financial holdingcompany or subsidiary of the licensee so,however, that a licensee shall be allowed toacquire and cancel shares issued by itpursuant to the Companies Act;

(e) deal, underwrite or grant credit exposureson the security of its own shares orthe shares of a holding company, financialholding company or subsidiary of thelicensee; or

(f) own a subsidiary which is an unregulatedentity except that the Central Bank mayapprove the ownership of a company by alicensee or its financial holding company ifthe business of that company is the provi-sion of necessary support services to thelicensee and to the financial entities held bythe financial holding company.

(4) Subsection (3)(f) does not apply to a subsidiaryowned directly or indirectly by a licensee or a financialholding company for a period of three years after thecoming into force of this Act but applies to a newsubsidiary owned directly or indirectly by a licensee or afinancial holding company, after the coming into force ofthis Act.

(5) A licensee that contravenes subsections (3)(b),(c), (d) and (e) commits an offence.

No. 35 of 1995


(6) A licensee shall dispose of any land acquiredor held in contravention of subsection (3)(b) and (c)within such time as may be stipulated by the CentralBank in writing.

(7) The Central Bank may direct that the timespecified in subsection (3)(c) for the sale or disposal ofland be extended for such further period as may bedetermined.

(8) The restriction imposed under subsection(3)(d) shall not prevent a licensee from acting as trusteeof a pension fund plan, or from investing the assets ofthe plan in securities of the licensee or in a financialholding company, holding company or subsidiary of thelicensee up to a limit of ten per cent of the assets of thepension fund plan, inclusive of revaluation gains on theshares.

(9) The Minister may make Regulations to ensurethat any transaction referred to in this subsection willnot materially affect the risk of exposure of the licenseeor constitute inappropriate market conduct.

(10) A licensee that contravenes subsection (6)commits an offence and is liable on summary convictionto a fine of six hundred thousand dollars, and in the caseof a continuing offence, to a fine of sixty thousand dol-lars for each day that the offence continues.

42. (1) A licensee shall not, directly or indirectly,incur a credit exposure to a person, borrower group orrelated group in an aggregate amount that exceedstwenty-five per cent of its capital base, other than acredit exposure that is—

(a) fully guaranteed by the Government ofTrinidad and Tobago that is explicit, uncon-ditional, legally enforceable and irrevocableover the life of the credit exposure inquestion;

Limits on creditexposures


(b) fully guaranteed by a sovereign state, otherthan the Government of Trinidad andTobago, with an investment grade ratingfrom a credit rating agency approved by theCentral Bank, which said guarantee isexplicit, unconditional, legally enforceableand irrevocable over the life of the creditexposure in question;

(c) extended directly to the CentralGovernment of Trinidad and Tobago;

(d) fully secured at all times by cash inTrinidad and Tobago dollars or othercurrencies readily convertible to Trinidadand Tobago dollars, delivered to thelicensee and placed with it in a pledgedspecial account;

(e) for a period of less that one month and fullysecured by investments that are investmentgrade, as rated by a credit rating agencyapproved by the Central Bank, so, however,that the licensee shall give the CentralBank prior notice of such exposure beingincurred;

(f) an interbank exposure of less than onemonth; or

(g) an exposure arising from the underwritingof securities that are held for less thanninety days.


(3) A licensee shall not, directly or indirectly,incur any large exposure to a person, borrower group orrelated group if by so doing the aggregate principalamount of all such large exposures would exceed eighthundred per cent of the capital base of the licensee.



(5) The aggregate principal amount referred to insubsection (3) shall include the aggregate principalamount referred to in section 43(1)(b).

(6) Where, in any particular case—(a) a licensee is in contravention of the limits

referred to in subsections (1) and (3); or(b) in the opinion of the Inspector, after consul-

tation with the Governor, a credit exposureof a licensee is not prudent,

the Inspector may require a licensee to reduce its creditexposure, increase its capital pursuant to section 16(6)or 17(10), or, where applicable, make adequate provi-sions for potential losses.

(7) A licensee that fails to comply with a require-ment of the Inspector pursuant to subsection (6)(b)commits an offence.

(8) Within three months of the coming into forceof this Act, a licensee shall notify the Inspector of—

(a) all credit exposures to persons andborrower groups which are in excess of thelimits fixed under this section; and

(b) the measures that the licensee shall take inorder to—

(i) reduce within a period of threeyears the excess credit exposuresgranted so that they are within thelimits laid down in subsections (1)and (3); or

(ii) to provide within a period of twoyears, additional capital in accor-dance with the capital adequacyrequirements under this Act.


(9) Any licensee that contravenes subsection (8)commits an offence.

(10) Any modification of, addition to, or renewal orextension of a credit exposure referred to in subsection(8) shall be subject to the limits imposed by this section.

(11) The Central Bank may, from time totime, establish criteria to be taken into account indetermining exposure to risk, by publication of a noticein the Gazette and in two daily newspapers publishedand circulated in Trinidad and Tobago or throughdirections to a particular licensee.

(12) The requirements of this section shall apply—(a) to a licensee on an individual basis, and

on a consolidated basis to include whereapplicable, all the domestic and foreign—

(i) subsidiaries of the licensee; or(ii) companies in which the licensee is

a significant shareholder; and(b) on a consolidated basis, to a financial hold-

ing company and all of the domestic and for-eign members of the financial group thatthe financial holding company controls.

43. (1) A licensee shall not, directly or indirectly,incur credit exposures—

(a) to any connected party or connected partygroup in a principal amount exceeding tenper cent of its capital base; or

(b) to all connected parties and connected partygroups in an aggregate principal amountexceeding twenty-five per cent of its capitalbase.

(2) Subject to section 42(1) and (3), subsection(1)(a) shall not apply where the connected party referredto in that subsection is—

(a) a subsidiary of the licensee where no otherconnected party holds any share in suchsubsidiary; or

Limit on creditexposures toconnected parties


(b) a holding company or financial holdingcompany of the licensee that is itself alicensee or permit holder under this Act.

(3) For the purposes of subsections (1) and (2),equity investments in wholly owned subsidiaries thatare financial institutions shall not be taken into accountin the determination of credit exposure.

(4) Notwithstanding subsection (1), a licenseeshall not incur credit exposures to—

(a) a director of the licensee; or(b) an officer of the licensee; or(c) a relative of a person referred to in

paragraph (a),

in an amount greater than two per cent of the capitalbase of the licensee or two years’ emoluments of thedirector or officer, whichever is the lesser.

(5) The limit referred to in subsection (4) shall notapply to a loan made on the security of a mortgage onthe principal residence in Trinidad and Tobago of adirector or officer of the licensee where the amount ofthe loan together with the amount then outstanding ofany mortgage having an equal or prior claim against theproperty, does not exceed ninety per cent of the value ofthe property at the time the loan is made.

(6) Any credit exposure incurred by a licensee,connected parties and connected party groups underthis section shall be—

(a) on terms and conditions no less favourableto the licensee than the terms andconditions on which such credit exposure isoffered to the public; and

(b) subject to the approval of the board ofdirectors.


(7) Within three months of the coming into forceof this Act, a licensee shall notify the Inspector of allcredit exposures to connected and connected partygroups which are in excess of the limits fixed under thissection or not in accordance with subsection (1).

(8) With the exception of subsections (7) and (9),this section does not apply in respect of any creditexposure incurred by a licensee to a connected party ora connected party group prior to the coming into force ofthis Act, but after such coming into force, any modifica-tion of, addition to, renewal or extension of such creditexposure is subject to this section.

(9) Where, in the opinion of the Inspector, acredit exposure incurred by a licensee to a connectedparty or to a connected party group exposes the licenseeto excessive risk, or does not accord with the terms andconditions referred to in subsection (6)(a), the CentralBank may require the licensee to set aside or requirethat changes be made to the credit exposure, or requirethe licensee to limit or reduce the credit exposure.

(10) A licensee that contravenes subsections (1),(4), (6) and (7) or fails to comply with the requirementreferred to in subsection (9) commits an offence.

(11) This section shall apply—(a) to a licensee on an individual basis, and on

a consolidated basis to include whereapplicable, all the domestic and foreign—

(i) subsidiaries of the licensee; and(ii) companies in which the licensee is

a significant shareholder; and(b) on a consolidated basis, to a financial

holding company and all of the domesticand foreign members of the financial groupthat the financial holding company controls.


44. Where a licensee has contravened the limitationson credit exposures referred to in sections 42(1), and (3)and 43(1), (3) and (4), the licensee shall forthwith informthe Inspector.

45. (1) A licensee shall not, directly or indirectly,acquire or hold shares or ownership interests in anycompany or unincorporated body, if such acquisition orholding would result in—

(a) the licensee having the power to—(i) exercise twenty per cent or more

of the voting rights at anygeneral meeting of the company orunincorporated body;

(ii) elect twenty per cent or more ofthe directors or officers of thecompany or unincorporated body;or

(iii) exercise significant influence overthe conduct of the business andaffairs of the company or unincor-porated body;

(b) the licensee acquiring or holding shares in acompany or ownership interests in an unin-corporated body of a value equal to twenty-five per cent or more of the capital base ofthe licensee; or

(c) the aggregate value of all suchshareholdings and ownership interestsreferred to in paragraph (b) exceeding onehundred per cent of the capital base of thelicensee.

(2) Notwithstanding subsection (1), a licenseeshall not allow the aggregate value of investments madeby it in real estate or property development companiesto exceed twenty-five per cent of its capital base.

Reportingcontravention ofcredit exposurelimits

Limits onacquisition ofshares or ownershipinterests by alicensee


(3) The restrictions imposed under subsection (1)shall not apply where such shareholding or ownershipinterest is acquired in the administration of the estateof a deceased person or pursuant to an underwritingarrangement or in the course of the satisfaction of debtsdue to the licensee but such shareholding or ownershipinterest shall be disposed of at the earliest possible timebut in any event, not later than five years from the dateof acquisition or such further period as the CentralBank may permit.

(4) The restrictions imposed under subsections (1)and (3) shall not apply to a company of which a licenseeis a significant shareholder or a subsidiary of thelicensee that is registered under the Securities IndustryAct with respect to the acquisition or holding of sharesor ownership interests by that company permittedunder that Act in the ordinary course of business of thatcompany under that Act.

(5) A licensee shall not, without first obtainingthe approval in writing of the Central Bank, acquire orhold shares in such number that would equal ten percent or more in any class of shares in an insurancecompany registered under the Insurance Act.

(6) Subsection (1)(a) shall not apply to the director indirect acquisition or holding of shares or ownershipinterests by a licensee in a financial institution oran insurance company registered under the InsuranceAct.

(7) Within three months of the coming into forceof this Act, a licensee shall notify the Inspector of—

(a) any shares held by it in any insurancecompany referred to in subsection (5); and

(b) any shares and ownership interests held byit in excess of any limit imposed by thissubsection,


and the Inspector shall either approve the holding ofany shares referred to in paragraph (a) or any excessshares and ownership interests referred to in paragraph(b), or require the licensee to dispose of such shares orexcess shares and ownership interests within such timeas the Inspector shall specify.

(8) A licensee that contravenes subsections (5)and (7) commits an offence.

46. (1) A licensee shall not without prior approval ofthe Central Bank—

(a) directly or indirectly establish or acquire asubsidiary in or outside of Trinidad andTobago;

(b) enter into an agreement for sale or othertransfer of—

(i) a subsidiary of the licensee; or(ii) a controlling or significant interest

of the licensee in a financial entity.

(2) A licensee shall not without prior approval ofthe Inspector—

(a) enter into an agreement for sale or othertransfer of ten per cent or more of the assetsof—

(i) the licensee;(ii) a subsidiary of the licensee; or

(iii) a company or unincorporated bodyin which the licensee has acontrolling or significant interest;or

(b) undertake any other restructuring thatwould result in a reduction in the capital ofthe licensee.

Approval for certaintransactions


47. (1) The directors of a licensed domestic institu-tion shall not declare or propose payment of a dividendto shareholders except where the following circum-stances apply:

(a) all capitalized expenditure of the licenseenot represented by tangible assets and allprior losses have been written off;

(b) any impairment of the stated capital hasbeen corrected;

(c) the requirement for the annual payment tothe Statutory Reserve Fund has been met inaccordance with section 56(1)(a);

(d) having regard to the licensee's liabilities, itis not imprudent to do so;

(e) the requirements of this Act relating toreserves have been met;

(f) all sums due and payable to the CentralBank by the licensee have been paid, unlessthe prior approval in writing of the CentralBank has been obtained; and

(g) in the event of the Central Bank’s inter-vention under section 44D of the CentralBank Act, prior approval in writing of theCentral Bank has been obtained.

(2) A licensed foreign institution shall, at alltimes, maintain assets in Trinidad and Tobago, in cashor approved securities, of a value equal to one hundredand five per cent of its liabilities in Trinidad andTobago.


48. (1) Nothing in this Part shall prohibit a licenseefrom providing in accordance with any scheme for thetime being in force, money for the purchase by trusteesof shares in that licensee, its financial holding company,

Restriction ondividends andrequirements tomaintain assets

Limits on financingfor shares held intrust


holding company or subsidiary to be held by or for thebenefit of employees of the licensee, financial holdingcompany, holding company or subsidiary, including anydirector holding a salaried employment or office, so,however, that the licensee shall not provide financingfor the purchase of such shares in excess of twenty percent of any class of shares of the licensee, the financialholding company, holding company or subsidiary exceptwith the prior approval of the Inspector.

(2) Within three months of the coming into forceof this Act, a licensee shall notify the Inspector of anyholding by a trustee of shares in the licensee, its finan-cial holding company, holding company or subsidiary,purchased with financing provided by the licensee inexcess of the limit imposed under subsection (1), and theInspector shall either approve the holding of such excessshares by the trustees or require the trustees to disposeof the excess shares within such time as the Inspectorspecifies and to repay to the licensee the portion of theproceeds of disposition that relates to the sum providedby the licensee in connection with the purchase of theexcess shares, so that the licensee is in compliance withsubsection (1).


49. (1) Where a licensee contravenes any provision ofsections 41 to 48, the Central Bank may—

(a) require the board of directors of the licenseeto convene a meeting and direct the board tocomply with such measures as the CentralBank may require to prevent any furthercontravention, and may issue compliancedirections under section 86;

(b) require the board of directors to convene aspecial meeting of shareholders to reporton the failure of the licensee to take the

Contravention


required measures and the actions taken orto be taken by the Central Bank, and mayissue compliance directions under section86; and

(c) impose conditions on the licence of thelicensee,

and a representative of the Central Bank may attendand be heard at any such meeting.

(2) A licensee that contravenes sections 41(1) or(3)(a), 45(1), (2), (3) and (5) or 46 commits an offence andis liable on summary conviction to a fine of five milliondollars, and where such offence is committed with theconsent or connivance of, or attributable to any negli-gence on the part of, any director or officer of thelicensee responsible for the granting of credit exposuresor any person purporting to act in any such capacity, hecommits an offence and is liable on summary convictionto a fine of five million dollars and to imprisonment forfive years and in the case of a continuing offence, to afine of five hundred thousand dollars for each day thatthere is non-compliance.

50. (1) In this section, “branch” means—(a) an office or place of business, whether in

Trinidad and Tobago or elsewhere, where alicensed domestic institution carries on allor any part of its business of banking orbusiness of a financial nature, other than itsprincipal place of business in Trinidad andTobago; or

(b) an office or place of business in Trinidadand Tobago where a licensed foreigninstitution carries on all or any part of itsbusiness of banking or business of afinancial nature in Trinidad and Tobago.

Branches andrepresentative offices


(2) In this section, “representative office”means—

(a) an office established in Trinidad andTobago by a foreign financial institutionthrough which no banking business,business of a financial nature or other busi-ness activity is carried on other than—

(i) promoting the services of theforeign financial institution or anaffiliate of the foreign financialinstitution that carries onactivities of a financial groupas defined in section 2, other thanan affiliate incorporated inTrinidad and Tobago; or

(ii) acting as a liaison between clientsof the foreign financial institutionand other offices of the foreignfinancial institution or itsaffiliates that carry on activities ofa financial group as defined insection 2, other than affiliatesincorporated, or an office located inTrinidad and Tobago; or

(b) an office established in or outside Trinidadand Tobago by a licensed domestic institu-tion through which no banking business,business of a financial nature or otherbusiness activity is carried on other than—

(i) promoting the services of thelicensed domestic institution or anaffiliate of the licensed domesticinstitution that carries onactivities of a financial group asdefined in section 2; or


(ii) acting as a liaison between clientsof the licensed domestic institutionand other offices of the licenseddomestic institution or its affiliatesthat carry on activities of afinancial group.

(3) A licensed domestic institution shall not,without the prior approval in writing of the CentralBank—

(a) establish, acquire or open a branch orrepresentative office outside Trinidad andTobago; or

(b) close or relocate a branch outside Trinidadand Tobago.

(4) A licensed domestic institution shall not, with-out at least seven days prior notice in writing to theCentral Bank—

(a) establish, acquire or open a branch orrepresentative office in Trinidad andTobago; or

(b) close or relocate—(i) a branch in Trinidad and Tobago;

or(ii) a representative office in or outside

Trinidad and Tobago.

(5) A foreign financial institution shall not—(a) without the prior approval in writing of the

Central Bank, establish, acquire or open arepresentative office or an additionalbranch in Trinidad and Tobago;

(b) without the prior approval in writing of theCentral Bank close or relocate a branch inTrinidad and Tobago; or


(c) without at least seven days' prior notice inwriting to the Central Bank, close orrelocate a representative office in Trinidadand Tobago.

(6) A licensee that contravenes subsections (3), (4)and (5) commits an offence.

(7) A foreign financial institution applying forapproval to establish, acquire or open a representativeoffice pursuant to subsection (5) shall—

(a) appoint a person who is ordinarily residentin Trinidad and Tobago to be its principalrepresentative for the purposes of this Actand who shall be responsible for the day today management of the representativeoffice of the foreign financial institution;

(b) provide the principal representative with apower of attorney expressly authorizing theprincipal representative to receive allnotices from the Central Bank and shallwithout delay submit a copy of the power ofattorney to the Central Bank; and

(c) where a vacancy occurs in the position ofprincipal representative, without delay, fillthe vacancy and submit a copy of the newpower of attorney to the Central Bank.

(8) A power of attorney filed or deposited underthis section shall be valid although not registered underthe Registration of Deeds Act.

(9) In determining whether to grant approvalunder subsection (3) or (5), the Central Bank shall takeinto account the financial condition of the licensee andsuch other criteria as the Minister may prescribeby regulations.


(10) In determining whether to grant approvalunder subsection (5), the Central Bank shall take intoaccount whether—

(a) a principal representative appointed by theforeign financial institution pursuant tosubsection (7) is a fit and proper person inaccordance with the criteria in the SecondSchedule;

(b) the foreign financial institution has paid theannual fee set out in the Sixth Schedule;and

(c) the foreign financial institution hascomplied with the terms and conditionsimposed by the Central Bank.

(11) The Central Bank may issue guidelines withrespect to—

(a) the closing or relocation of branchesin Trinidad and Tobago pursuant tosubsections (4) and (5); and

(b) the terms and conditions referred to insubsection (10)(c).

51. (1) Where a licensee wishes to offer to thepublic—

(a) a new product or service; or(b) a product or service that is materially

different from existing products andservices offered by the licensee,

the licensee shall, at least one month prior to the date ofintroduction of such product or service, notify theInspector in writing, providing a detailed description ofthe product or service and any documentation inconnection therewith.

Nortification of newproducts andservices


(2) The Inspector shall, where appropriate, andwithin seven days of receipt of the notification and alldocumentation including any further documentationrequested by him in writing, issue a noticeacknowledging receipt of the notification and all relateddocumentation.

(3) Where the Inspector objects to the product orservice he shall issue to the licensee the appropriatenotice within fourteen days of the acknowledgmentreferred to in subsection (2).

(4) Where the licensee does not receive the noticereferred to in subsection (3), within the time prescribed,the licensee may proceed to offer the product or serviceto the public.

(5) A licensee that offers a new or materially dif-ferent product or service to the public after receiving anotice of objection from the Inspector commits anoffence and is liable on summary conviction to a fine ofsix hundred thousand dollars.

(6) The Central Bank may issue guidelines as towhat constitutes a new product or a product that is"materially different" for the purposes of subsection (1).

(7) A licensee that offers a product or servicereferred to in subsection (1) in contravention of thatsubsection commits an offence and is liable onsummary conviction to a fine of six hundred thousanddollars.

52. (1) A licensee, officer or other employee of alicensee shall not exercise pressure or undue influenceupon a borrower to place insurance for the security ofthe licensee in any particular insurance company.

Restriction on anofficer or employee oflicensee acting asinsurance agent


(2) Nothing in subsection (1) precludes thelicensee from—

(a) requiring such insurance to be placed withinsurance companies approved by it; or

(b) acting as agent for an insurance company.

(3) A licensee, officer or other employee of alicensee that contravenes this section commits anoffence and is liable on summary conviction, in the caseof a licensee, to a fine of six hundred thousand dollarsand in the case of an officer or other employee, to a fineof six hundred thousand dollars and to imprisonmentfor two years.

53. (1) A person other than a licensee shall not issueor cause to be issued any advertisement inviting thepublic to deposit money with that person or with someother person or licensee.

(2) A licensee shall not issue or cause to be issuedany advertisement which in the opinion of the Inspectoris misleading or objectionable.


(4) The Minister may make Regulationsgoverning the issue of advertisements.

(5) For the purpose of this section—(a) an advertisement issued by any person by

way of display or exhibition in a publicplace shall be treated as issued by him onevery day on which he causes or permits itto be displayed or exhibited;

(b) an advertisement issued by any person onbehalf of or to the order of another personshall be treated as an advertisement issuedby that other person; and

Advertisements


(c) an advertisement inviting deposits with aperson specified in the advertisement shallbe presumed, unless the contrary is proved,to have been issued by that person.

(6) A person who contravenes subsection (1)commits an offence and is liable on summary convictionto a fine of six hundred thousand dollars and in the caseof a continuing offence to a fine of sixty thousand dollarsfor each day that the offence continues.

(7) In any proceedings for an offence under thissection it shall be a defence for the person charged toprove that he is a person whose business it is to publishor to arrange for the publication of advertisements andthat he received the advertisement in the ordinarycourse of business and did not know and had no reasonto suspect that the publication would constitute such anoffence.

54. Where in the opinion of the Inspector, an adver-tisement referred to in section 53 is misleading or objec-tionable, the Inspector may require the correction orwithdrawal of the advertisement or any part thereof.

55. (1) No licensee, financial holding company,controlling shareholder, significant shareholder oraffiliate of a licensee, and no director, officer, employeeor agent of a licensee, financial holding company orother controlling shareholder or affiliate who receivesinformation relating to the business or other affairs of adepositor or customer of the licensee or of any otherperson shall disclose the information unless –

(a) the disclosure is required under compulsionof law;

(b) there is a duty to the public to disclose theinformation;

(c) the interest of the licensee requiresdisclosure; or

(d) the depositor or customer expressly orimpliedly consents to the disclosure.

Misleading orobjectionableadvertisements

Information not to bedisclosed


(2) No person who obtains information referred toin subsection (1) directly or indirectly from a personreferred to in subsection (1) shall disclose the informa-tion without the consent of the person to whom it relatesand the person from whom it was received.

(3) Notwithstanding subsection (1), a licensee or aperson authorized by the licensee may, with theconsent of the depositor, customer or other personconcerned, exchange information with another licensee.

(4) This section does not apply to informationwhich at the time of disclosure is or has already beenmade available to the public from other sources or toinformation in the form of a summary or collection ofinformation so framed as not to enable informationrelating to any particular person to be ascertainedfrom it.

(5) A person who discloses information in contra-vention of this section commits an offence and is liableon summary conviction to a fine of six hundredthousand dollars and to imprisonment for two years.

PART VIRESERVES AND OTHER REQUIREMENTS

56. (1) Every licensee shall hold and maintain areserve fund to be known as the Statutory Reserve Fundinto which shall be transferred at the end of each finan-cial year, after deduction of taxes no less than—

(a) ten per cent of the net profit of a licenseddomestic institution; or

(b) ten per cent of the net profit of a licensedforeign institution related to its business inTrinidad and Tobago,

until the amount standing to the credit of the StatutoryReserve Fund is not less than the stated capital orassigned capital, as the case may be, of the licensee.


Statutory ReserveFund


57. (1) Every licensed domestic institution shall holdand maintain as a deposit with the Central Bank a cashreserve balance to be known as the Reserve Account,which shall bear a ratio to the total prescribed liabilitiesof that licensed domestic institution in such form and tosuch extent as the Central Bank may stipulate by noticepublished in the Gazette and in at least two daily news-papers published and circulated in Trinidad andTobago.

(2) Notwithstanding subsection (1), the CentralBank may, by notice published in the Gazette and in atleast two daily newspapers published and circulated inTrinidad and Tobago, require every licensed domesticinstitution conducting the classes of business specifiedin the notice, to hold as a deposit with the Central Banka Secondary Reserve Account in such form and to suchextent and bearing such ratio to the total prescribedliabilities of that licensed domestic institution as theCentral Bank may determine.

(3) For the purpose of this section, the CentralBank may, by notice published in the Gazette and in atleast two daily newspapers published and circulated inTrinidad and Tobago—

(a) define the classes of prescribed liabilities;(b) stipulate different ratios in respect of each

class of prescribed liabilities;(c) permit licensed domestic institutions to

count all or part of their notes and coins aspart of the cash reserve balance requiredunder subsection (1);

(d) stipulate the permissible instrumentswhich may be held in the SecondaryReserve Account required under subsection(2);

(e) decide to pay interest at such rate as it maydetermine on the balance or such part orparts thereof held by a licensed domesticinstitution in the Reserve Account or theSecondary Reserve Account or both; or

Reserve Account


(f) when in the opinion of the Central Bank,special monetary conditions so warrant, setadditional ratios in respect of increases intotal prescribed liabilities.

(4) For purposes of determining the amount of thecash reserve balance required to be maintained by anylicensed domestic institution in the Reserve Accountduring a period of one week—

(a) the amount of the prescribed liabilities ofsuch licensed domestic institution shall bethe average of its prescribed liabilities atthe close of business on Wednesday in eachof the four preceding consecutive weeksending with the last Wednesday but one;

(b) the amount of the cash reserve balance ofsuch licensed domestic institution with theCentral Bank shall be the average amountof such balance at the close of business oneach day of the current week.

(5) Subject to subsection (6), where a licenseddomestic institution fails to maintain the balance in theReserve Account or the Secondary Reserve Accountrequired to be maintained under this section, theCentral Bank shall notify such licensed domestic insti-tution of the deficiency, and the institution shall pay tothe Central Bank interest on the amount of thedeficiency at such rate, not in excess of one-tenth of oneper cent per day, as the Central Bank may set by noticepublished in the Gazette and in at least two daily news-papers published and circulated in Trinidad andTobago.

(6) If a licensed domestic institution fails to main-tain the amount in the Reserve Account required by thissection for a period longer than one week, the CentralBank may require such licensed domestic institution topay additional interest not in excess of three times theamount of interest set in accordance with subsection (5).


(7) When the Central Bank has assisted in therestructuring of a licensed domestic institution which isin financial difficulties, or it has provided financialassistance to support a licensed domestic institution infinancial difficulties, it may waive all or any of therequirements under section 56 or 57 or both for aspecified period of time and on such conditions as it maydetermine.

58. (1) In order to determine what steps, if any, arenecessary to be taken to encourage the expansion ofcredit in any or all sectors of the economy, the CentralBank may consult with licensees.

(2) The Central Bank may, after consultationwith licensees and with the approval of the Minister,impose controls in respect of the volume, terms andconditions upon which credit may be made available toall or any sectors of the economy, when in its judgment,the imposition of such controls is necessary to restrict orprevent an undue expansion of credit.

(3) The imposition of any control under subsec-tion (2) shall be by notice published in the Gazetteand in at least two daily newspapers published andcirculated in Trinidad and Tobago and the provisions ofany such notice shall take effect on or after the date ofpublication as may be stated in the notice and shallapply uniformly to all licensees.

59. (1) The Central Bank may—(a) permit a licensee to hold working balances

in any specified foreign currency in excessof the maximum amount set or determinedfor such currency under subsection (2);

(b) from time to time prescribe the manner ofdetermination of the maximum amount ofthe working balances which licensees mayhold in foreign currencies generally or inany specified currency or currencies.

Selective creditcontrol

Central Bank mayfix maximumworking balances


(2) In ascertaining whether the working balancesof any licensee in any foreign currency are in excess ofthe maximum amount fixed or determined in subsection(1) (a) and (b), there may be deducted from such bal-ances the net liabilities of that licensee in currenciesinto which such currency is convertible.

60. (1) No licensee shall incur, in Trinidad andTobago, deposit liabilities of an amount exceedingtwenty times the sum of its stated capital or assignedcapital and Statutory Reserve Fund.


(3) The Central Bank may, by notice published inthe Gazette and in at least two daily newspaperspublished and circulated in Trinidad and Tobago,determine the minimum ratio that after the expirationof six months from the date of service of the notice,Trinidad and Tobago assets held by licensees will bearto their respective liabilities in Trinidad and Tobago,but any variation of such ratio shall not exceed tenpercentage points in any one period of six months.

(4) A licensee may apply to the Central Bank tobe exempted from complying with this section and theCentral Bank may grant the application if it is satisfiedthat the financial position of the licensee is sound.

61. (1) A licensee shall so conduct its business as toensure that in the placing of its liquid assets preferenceis at all times given to short-dated instruments oforiginating in Trinidad and Tobago.

(2) The Central Bank may fix the percentagewhich the liquid assets of a licensee should bear to itsrespective total prescribed liabilities and the percentagewhich its respective liquid assets originating inTrinidad and Tobago should bear to the total of itsliquid assets.

Maximum liability

Preference toTrinidad and Tobagosecurities and fixingratio


PART VII

INSPECTION, INVESTIGATION AND WINDING-UP

62. (1) The Inspector shall examine all applicationsfor approvals, licences and permits to be granted orissued under this Act and make recommendationsthereon to the Central Bank.

(2) The Inspector shall make or cause to be madesuch examination and inquiry into the affairs orbusiness of each—

(a) licensee;(b) financial holding company;(c) subsidiary of a licensed domestic institution

in Trinidad and Tobago; and(d) subsidiary and branch of a licensed

domestic institution located outsideTrinidad and Tobago,

as he considers necessary or expedient, for the purposeof satisfying himself that the provisions of this Act arebeing observed and that the licensee or financial holdingcompany or subsidiary is in a sound financial condition.

(3) The Inspector shall make or cause to be madesuch examination and inquiry into the affairs orbusiness of a member of a financial group if, in theopinion of the Inspector, such examination and inquiryis necessary to assess any risk that such member maypose to the licensee.

(4) The Inspector shall make or cause to be madesuch examination and inquiry into the affairs of anyrepresentative office of a foreign financial institutionlocated in Trinidad and Tobago, if in the opinion of theInspector, such examination and inquiry is necessary toverify that no business activity other than that referredto in section 50(2)(a) is being carried on.

Duties of Inspector


(5) The Inspector shall report to the Governor atthe conclusion of each examination and inquiry referredto in subsections (2), (3) and (4).

(6) For the purpose of determining the conditionof a licensee or a financial holding company, and itscompliance with this Act, the Central Bank may callupon any present or former auditor, director or officer ofthe licensee or financial holding company, or of anycontrolling shareholder, significant shareholder or affil-iate of the licensee to provide such information that isrelated to or may affect—

(a) the financial condition of the licensee,financial holding company or other memberof a financial group; and

(b) any transaction between the licensee andits financial holding company or controllingshareholder and any member of its financialgroup,

in order to be satisfied that the licensee or financialholding company is in compliance with the provisions ofthe Act.

(7) In the performance of its duties under thisAct, the Central Bank or the Inspector shall at allreasonable times have access to all books, records,accounts, vouchers, minutes of meetings, securities andany other documents, including documents stored inelectronic form, of any licensee or financial holding com-pany and the right to call upon any director, officer,auditor or employee of any such licensee or financialholding company for any information or explanation itconsiders necessary for the due performance of itsduties.

(8) If an on-site or off-site examination of theaffairs of a licensee, financial holding company or othermember of a financial group reveals that the licensee,


financial holding company, or other member of afinancial group is conducting its business in an unlaw-ful or unsound manner or is otherwise in an unsoundcondition the Inspector may require that the licensee orfinancial holding company forthwith or within suchtime as may be specified, take all such measures as hemay consider necessary to rectify the situation.

(9) Where a person fails to comply with arequest to provide information under subsection (6),the Inspector shall restrict any further transactionsamong the licensee and the financial holding company,controlling shareholder, significant shareholder oraffiliate and take such other measures as he may thinkfit against the licensee, financial holding company,controlling shareholder, significant shareholder oraffiliate, if he considers that the transactions orrelationship among the licensee, financial holdingcompany, controlling shareholder, significant share-holder and other affiliate may expose the licensee toundue risk and could prejudice the interests ofdepositors or potential depositors of the licensee.

(10) A person who fails to comply with a requestunder subsection (6) or (7) or with a restriction ormeasure imposed by the Inspector pursuant to subsec-tion (9) or who obstructs a person in the performance ofhis duties under this section commits an offence and isliable on summary conviction, in the case of a licensee orfinancial holding company, to a fine of six hundredthousand dollars and in the case of a director, officer oremployee of the licensee or financial holding company,to a fine of six hundred thousand dollars and to impris-onment for two years.

(11) Where a person fails to comply with a requestunder subsection (6), (7) or (9) or with a restriction ormeasure imposed by the Inspector pursuant to subsec-tion (9) the Inspector may, in addition to any other


action that may be taken under this Act, apply to aJudge in Chambers for an order requiring the person tocomply with the restriction or measure imposed, and onsuch application, the Judge may so order and make anyother order he thinks fit.

(12) A licensee or financial holding company thatfails to take measures required by the Inspectorpursuant to subsection (8), commits an offence and isliable on summary conviction to a fine of six hundredthousand dollars and in the case of a continuing offenceto a fine of sixty thousand dollars for each day that theoffence continues.

(13) The Inspector or a person authorized by theCentral Bank may, subject to subsection (17) enterinto the premises of any licensee or financial holdingcompany—

(a) to inspect any books, records, accounts,vouchers, minutes of meetings, securitiesand any other documents, includingdocuments stored in electronic formpursuant to this Act and the regulationsmade thereunder and ask any relevantquestions and to make any notes or takeany copies of the whole or any part of anysuch record; and

(b) to determine whether there is compliancewith this Act or any regulations madethereunder.

(14) Where the books, records, accounts, vouchers,minutes of meetings, securities and any otherdocuments, including documents stored in electronicform referred to in subsection (7) are not in the posses-sion of the licensee or the financial holding company orany director, officer, auditor or employee of any suchlicensee or financial holding company, the Central Bank


or the Inspector shall have the access set out in subsec-tion (7) except that where the person in possession is insuch possession by way of a lien, production to theCentral Bank or to the Inspector of the books, records,accounts, vouchers, minutes of meetings, securities andany other documents, including documents stored inelectronic form, shall be without prejudice to the lien.

(15) The Inspector and any person authorized bythe Central Bank shall regard and deal with allinformation and documents obtained in the course of hisduties as confidential.

(16) If the Inspector or any person authorizedby the Central Bank communicates or attemptsto communicate such information to any person any-thing contained in such document or copies to anyperson—

(a) other than a person to whom he is author-ized to communicate it; or

(b) otherwise than for the purposes of this Actor any other written law,

that person is guilty of an offence and is liable onsummary conviction to a fine of two hundred and fiftythousand dollars and to imprisonment for threeyears.

(17) Where the Inspector or a person authorized bythe Central Bank is—

(a) prevented from exercising the powers givento him under subsection (13) (hereinafterreferred to as “the powers”);

(b) required to exercise the powers outside ofnormal working hours; or

(c) required to exercise the powers urgently,he shall apply for and obtain an ex-parte order of aJudge of the High Court, which order shall consititutethe warrant for the designated authority to enterinto the premises of the licensee or financial holdingcompany.


(18) The application referred to in subsection (17)shall show reasonable cause for the Inspector or aperson authorized by the Central Bank to enter into thepremises of the licensee to fulfill the requirements ofsubsection (13).

63. (1) Where the Inspector is satisfied after anon-site or off-site examination of the affairs of a licenseeor financial holding company that it is insolvent orunable to meet the minimum capital adequacy require-ment stipulated in the prudential criteria or is unlikelyto meet the demands of the depositors of the licensee orthat its continuation in business is likely to involve aloss to the depositors of the licensee or to the creditorsof the licensee or financial holding company, he shalladvise the Board accordingly.

(2) The Board may, after receiving the advice ofthe Inspector and after considering all the relevant factsand circumstances, order the licensee or financialholding company to suspend business forthwith for aperiod of sixty days and may direct the Inspector to takecharge of all the books, records, other documents,including electronically stored information, and assetsof the licensee or financial holding company and to takeall such measures as may be necessary to prevent thecontinuation in business by that licensee or financialholding company during the period of suspension andpreserve the assets of the licensee or financial holdingcompany and all costs incurred shall be a first charge onthe assets of the licensee or financial holding company.

(3) Notwithstanding the provisions of any otherlaw, no action or proceedings may be instituted in anyCourt for the purpose of securing the enjoining, reviewor revocation of any order made or direction given undersubsection (2) or in respect of any loss or damageincurred or likely to be or alleged to be incurred byreason of such order or direction.

Inspector to reporton insolvency


(4) An order made under subsection (2) shallcease to have effect—

(a) if the Board makes a further orderpermitting the licensee or financial holdingcompany to resume business eitherunconditionally or subject to suchconditions as it may consider necessary inthe public interest or in the interests of thedepositors and potential depositors of thelicensee and other creditors of the licenseeor financial holding company; or

(b) upon the expiration of the period of sixtydays from the day on which it is made,unless—

(i) the Board extends the order for aperiod not exceeding a furthersixty days;

(ii) in the case of a licensee or afinancial holding company, anapplication is made to the Courtfor the appointment of a receiveror manager on behalf of thedepositors; or

(iii) in the case of a licensee that is alicensed domestic institution or inthe case of a financial holdingcompany, a petition is made to theCourt by the Inspector, on author-ization of the Board, for thewinding-up of the licensee or thefinancial holding company onbehalf of its depositors.

(5) For the purposes of subsection (4)(b)(iii), theCourt may order the winding-up of a licensee in accor-dance with the Companies Act subject to the modifica-tion that a licensed domestic institution may be orderedto be wound up on the petition of the Inspector on behalfof its depositors.


(6) Any person who directly or indirectly preventsthe Central Bank from having access to a licensee orfinancial holding company, its books, records or otherdocuments, including electronically stored information,or fails to make them available, commits an offence andis liable on summary conviction to a fine of five milliondollars and to imprisonment for five years.

64. (1) In any case where a petition is made bythe Inspector to the Court for the winding-up of alicensee—

(a) the licensee shall remain in suspension andshall not carry on business during thependency of the petition unless it is author-ized to do so by the Court and except inaccordance with such conditions, if any, asmay be specified by the Court; and

(b) the Court, if it is of the opinion after suchinquiry as it may consider necessary, thatthe licensee—

(i) is not insolvent;(ii) is able to meet the minimum

capital adequacy requirement;and

(iii) is able to meet the demands of itsdepositors and its continuation inbusiness is not likely to involve aloss to its depositors or creditors,

may permit the licensee to resume business eitherunconditionally or subject to such conditions as theCourt may consider necessary in the public interest orthe interests of the depositors and other creditors of thelicensee but shall otherwise order that the licensee bewound-up.

(2) In any case where an order of the Court ismade, whether in pursuance of any petition made underthis section or otherwise, for the winding-up of anylicensee or for the appointment of a Receiver or

Winding-up


Manager then, notwithstanding the provisions of anyother law, such person as may be nominated by theCentral Bank shall be appointed as Liquidator, Receiveror Manager as the case may be.

(3) The appointment of the person nominated bythe Central Bank under subsection (2) as Liquidator,Receiver or Manager does not in any way absolve anydirector or officer of the licensee from liability arisingfrom wilful neglect, fraudulent transactions, abuse ofdepositors’ funds and from breach of the provisions ofthis Act.

65. (1) Notwithstanding the preceding sections, theCentral Bank may take a direct petition to the Court forthe winding-up of a licensee, in accordance with theCompanies Act.

(2) A petition shall not be presented except byleave of the Court, and such leave shall not be grantedunless-

(a) a prima facie case has been established tothe satisfaction of the Court; and

(b) security for costs for such amount as theCourt may think reasonable has been given.

(3) The procedure governing petitions made tothe Court under sections 64 and this section and for theenforcing of orders made thereunder and for all mattersincidental thereto shall be such as is provided for by theCompanies Act or such other legislation for the timebeing in force.

(4) Notwithstanding subsection (1), a petition bythe Inspector pursuant to section 63(4)(b)(iii) andreferred to in section 64 may be heard ex-parte.

66. (1) A licensee or financial holding company shallnot commence a voluntary winding-up without theapproval of the Central Bank.

Rules as toproceedings inCourt

Voluntarywinding-up


(2) A licensee or financial holding company thatwishes to commence a voluntary winding-up, shallsubmit to the Central Bank—

(a) the statutory declaration filed pursuant tosection 410 of the Companies Act;

(b) financial statements of the licensee orfinancial holding company;

(c) the auditor’s report in relation to thefinancial statements referred to inparagraph (b); and

(d) such other information as the Central Bankmay require,

within two days of the filing of the statutory declaration.

(3) The Central Bank shall not provide theapproval referred to in subsection (1) unless it is satis-fied that the voluntary winding-up will be effected in amanner that would not pose undue risks to depositorsand customers of the licensee or adversely affect publicconfidence in the financial system of Trinidad andTobago.

(4) The Central Bank shall, within twenty-onedays of receipt of the documents referred to in subsec-tion (2), communicate to the licensee, its approval ornon-approval of the voluntary winding-up of thelicensee.

(5) Where a licensee or financial holding companypasses a resolution for voluntary winding-up, it shall—

(a) within fourteen days, give notice of theresolution by advertisement in the Gazetteand in at least two daily newspapers pub-lished and circulated in Trinidad andTobago and in writing to the Registrar ofCompanies; and

(b) in the case of a licensee, give notice of suchresolution to its depositors and customers,in such form and containing such informa-tion as the Central Bank may require.



(7) A licensee or financial holding company thatcontravenes subsection (1) commits an offence and isliable, on summary conviction, to a fine of six hundredthousand dollars and every director who votes for orconsents to a resolution authorizing a voluntarywinding-up in contravention of this section also commitsan offence and is liable, on summary conviction, to a fineof six hundred thousand dollars and to imprisonmentfor two years.

PART VIIIOWNERSHIP OF LICENSEES

67. (1) Where a related group comprises companiesthat engage in non-financial activities and no fewerthan two financial entities, at least one of which is alicensed domestic institution, the Central Bank may, inwriting, direct the controlling shareholder of thelicensed domestic institution to engage in restructuringto form a financial holding company, such that—

(a) the licensed domestic institution is directlycontrolled by the financial holding company;and

(b) the other financial entities are eitherdirectly or indirectly controlled by thefinancial holding company or the licenseddomestic institution referred to inparagraph (a).

(2) In lieu of or in addition to a restructuringunder subsection (1), the Central Bank may direct thecontrolling shareholder of the licensed domestic institu-tion to undertake any other measures that it determinesare necessary or appropriate to identify, assess andmanage—

(a) the relationship among the licenseddomestic institution and other members ofthe related group; and

(b) the risks resulting from such relationship.

Restructing ofownership may berequired


(3) In directing a restructuring under subsection(1), the Central Bank may require that the financialholding company be the direct subsidiary of the ultimateparent company of the related group.

(4) A financial holding company required undersubsection (1) shall apply to the Central Bank for apermit pursuant to section 70.

(5) A restructuring directed under subsection (1)shall be carried out within twelve months of the date ofthe direction, so however, that the Central Bank may, inits discretion, extend this period by notice in writing tothe licensed domestic institution to a maximum of twoyears from the date of such direction.


68. (1) The Central Bank shall not require arestructuring under section 67—

(a) where a licensed domestic institution is amember of a financial group that is directlycontrolled by a foreign financial institutionor foreign holding company, that—

(i) is subject to regulation and super-vision acceptable to the CentralBank; and

(ii) except for its link through commonownership by the person who con-trols, directly or indirectly, theforeign financial institution orforeign financial holding companyand its affiliates, is not affiliateddirectly or indirectly with acompany or unincorporated bodythat carries on any business otherthan an activity permitted to amember of a financial group;

Restructuring notrequired in certaincases


(b) where—(i) the licensed domestic institution is

already controlled by a holdingcompany;

(ii) all of the financial entities in thegroup are already either directlyor indirectly controlled by theholding company or the licenseddomestic institution referred to insubparagraph (i); and

(iii) such holding company onlycontrols, whether directly orindirectly, financial entities.

(2) A holding company, including a holdingcompany referred to in subsection (1)(b), that onlycontrols, whether directly or indirectly, financialentities and is not itself a licensed domestic institutionshall apply for a permit under section 70.


69. (1) A financial holding company shall not engagein or carry on any business other than—

(a) establishing or acquiring financial entitiesand administering the holdings of thefinancial group; and

(b) providing management, advisory, financing,accounting, information processing servicesto entities in the financial group as well assuch other services approved by the CentralBank.

(2) A financial holding company shall notguarantee on behalf of any person the payment orrepayment of any sum of money, except where theperson is a member of the financial group.

Restriction onactivities of financialholding company


(3) Subject to and in accordance with thelimits permitted under sections 42, 43 and 45 on aconsolidated basis, a financial holding company mayinvest its funds in the shares or ownership interests inany entity or make any other investment that itsdirectors consider necessary or advisable to manage thefinancial holding company’s liquidity.

(4) A financial holding company that contravenesthis section commits an offence and is liable on sum-mary conviction to a fine of five million dollars, andwhere such offence is committed with the consent orconnivance of, or attributable to any negligence on thepart of, any director or officer of the financial holdingcompany, he commits an offence and is liable on sum-mary conviction to a fine of five million dollars andto imprisonment for five years and in the case of acontinuing offence, to a fine of five hundred thousanddollars for each day that there is non-compliance.

70. (1) An application for a permit to carry onthe business of a financial holding company shall beaccompanied by the following information:

(a) capital resources and capital structure,including the identity of its controllingshareholder and significant shareholders;

(b) organizational, managerial and legalstructures;

(c) composition of the board of directors;(d) fitness and propriety of directors, officers,

controlling shareholder and significantshareholders in accordance with the criteriain the Second Schedule;

(e) audited financial statements for the pastthree years, if applicable;

(f) strategic and operational business plans;(g) financial plans, including projections for the

next three years;

Requirements forlicence


(h) sources of funds for initial and ongoingcosts; and

(i) any other information that the CentralBank may require.

(2) In determining whether to grant a permit, theCentral Bank shall—

(a) take into account the information referredto in subsection (1), and in particular,whether the applicant has satisfied thecriteria in the Second Schedule, or may beas such to prejudice the interests of thedepositors of the licensee;

(b) determine whether ownership of sharesby the applicant, given the corporateaffiliations or structure of the applicant,will hinder effective supervision under thisAct or would be likely to prejudice theinterests of depositors of the licensee.

(3) If the applicant is a foreign financial institu-tion or a foreign holding company, the Central Bankmust be satisfied that the applicant is subject to regula-tion and supervision acceptable to the Central Bank andthat there are no obstacles to obtaining informationfrom the applicant or the other regulatory authority.

(4) The Central Bank may attach conditions to apermit under this section, including, without limitation,conditions to ensure that—

(a) the capital available to the financial groupis adequate or will not jeopardize the finan-cial position of the licensee or licensees andany insurance company registered underthe Insurance Act, within the financialgroup;

(b) no double or multiple gearing or excessiveleveraging of capital exists or will takeplace;


(c) the financial group is structured andmanaged in such a manner that it may besupervised by the Central Bank;

(d) each member of the financial group main-tains adequate internal control mechanismsenabling it to provide any data or informa-tion relevant to its supervision; and

(e) activities or operations of subsidiaries oraffiliates that may be injurious to thelicensee or licensees and any insurancecompany registered under the InsuranceAct that are members of the financial groupare prevented,

and may, at any time, vary or remove such conditions,or add further conditions to such permit.

(5) Where a financial holding company fails tocomply with any condition of its permit, the CentralBank may issue directions to the financial holdingcompany and sections 86(8) shall apply mutatismutandis to this section.

(6) A financial holding company that fails tocomply with any condition of its permit commits anoffence and is liable on summary conviction to a fine ofsix hundred thousand dollars and in the case of acontinuing offence, to a fine of sixty thousand dollars foreach day that the offence continues.

(7) Where a related group is described in both thissection and in the relevant section of the Insurance Act,the Central Bank shall determine which Act shall takeprecedence for purposes of requiring a restructuringbased on the relative size of activities of the group in thebanking sector and in the insurance sector.


71. (1) Notwithstanding any other law but subject tosection 74 a person or a person on whose behalf sharesare held either in trust or by a nominee, shall notbecome a controlling shareholder of a licensee withoutfirst obtaining a written permit from the Central Bank.

(2) In the circumstances where a proposedcontrolling shareholder is an acquirer, the provisions ofsection 74 shall prevail over this section.

(3) Where a person becomes beneficially entitledto shares under a will or by intestacy such as to makehim a controlling shareholder, he shall apply for apermit within one month of this fact coming to hisknowledge.

(4) The Central Bank may, by notice in writing,require any shareholder of a licensee to transmit to itwritten information—

(a) as to whether that shareholder holds anyvoting shares in the licensee as beneficialowner or as trustee; and

(b) if he holds them as trustee, the person forwhom he holds them either by name or bysuch other particulars sufficient to enablethose persons to be identified, and thenature of their interest,

and the shareholder shall comply with the requirementwithin such time as may be specified in the notice.


(6) A person who, on the coming into force of thisAct, holds shares that entitle him to exercise or controlmore than fifty per cent of the voting power at anygeneral meeting of a licensee, is deemed to hold a permitunder this section for such shares.

Requirements forcontrollingshareholder


(7) In determining whether a permit should begranted, the Central Bank shall take into account, with-out limitation the criteria in the Second Schedule and inparticular, whether the proposed shareholder is a fitand proper person in accordance with the criteria in theSecond Schedule, or may be such as to prejudice theinterests of the depositors of the licensee and whetherownership by a controlling shareholder who is—

(a) part of a group of relatives each of whom issubstantially dependent upon the samesource of income; or

(b) in the case of a company, an affiliate ofanother company,

would be likely to prejudice the interests of depositors ofthe licensee.

(8) It shall be a condition of every permit grantedor deemed to be granted under this section that the con-trolling shareholder shall—

(a) provide the Central Bank with such rele-vant information as the Central Bankrequires from time to time; and

(b) comply with such terms and conditions asmay be specified in the permit.

(9) Where a controlling shareholder is no longera fit and proper person in accordance with the criteriain the Second Schedule, or where a person undersubsection (3) is not granted a permit, or where a personholds shares that require him to obtain a permit and nopermit is obtained, he shall be notified in writing by theCentral Bank of this fact and he shall be required totake such steps in such time as may be specified by theCentral Bank to reduce his entitlement to exercise orcontrol fifty per cent or more of the voting power of alicensee or prohibit him from exercising any controllingor significant interest in the licensee.


(10) Where a controlling shareholder is notifiedthat he is no longer fit and proper he may, within theperiod of fourteen days commencing the day after whichthe notice is given, make written representations to theCentral Bank which shall take such representationsinto account in determining whether to withdraw orvary the notice.

(11) A person who—(a) in response to a request under subsection

(4), knowingly or wilfully supplies falseinformation to the Central Bank; or

(b) contravenes any other provision of thissection,

commits an offence and is liable on summary convictionto a fine of six hundred thousand dollars or to impris-onment for two years and in the case of a continuingoffence, to a fine of sixty thousand dollars for each daythat the offence continues.

(12) Shares required to be held under a permitand not so held or not disposed of pursuant to subsection(9), shall be subject to disposal in accordance with sub-section (13), without prejudice to any other penaltywhich may be incurred by any party pursuant to thisAct.

(13) Where the circumstances so warrant, theCentral Bank may apply to the High Court for an orderfor the disposal of shares on such terms and conditionsas the Court deems appropriate.

(14) Where shares referred to in subsection (13)are sold in pursuance of an order of the Court, the pro-ceeds of sale, less the costs of the sale, shall be paid intoCourt or into such fund as the Court may specify for thebenefit of the persons beneficially interested in the dis-posed shares, and any such person may apply to theHigh Court for the whole or part of the proceeds to bepaid to him in satisfaction of his beneficial interest.


(15) Where a controlling shareholder failsto comply with any condition of its permit, theCentral Bank may issue directions to the controllingshareholder and section 86(8) shall apply mutatismutandis to this section.

72. (1) Notwithstanding any other law but subject tosection 74 a person or a person on whose behalf sharesare held either in trust or by a nominee, shall notbecome a significant shareholder of a licensee withoutfirst obtaining a written permit from the Central Bank.

(2) In the circumstances where a proposedsignificant shareholder is an acquirer, the provisions ofsection 74 shall prevail over this section.

(3) Where a person becomes beneficially entitledto shares, under a will or by intestacy, such as to makehim a significant shareholder, he shall apply for apermit within one month of this fact coming to hisknowledge.

(4) A person who, on the coming into force of thisAct, holds shares that entitle him to exercise twentyper cent or more of the voting power at any generalmeeting of a licensee is deemed to hold a permit underthis section for such shares.

(5) In determining whether a permit should begranted, the Central Bank shall take into account, with-out limitation the criteria contained in the SecondSchedule and in particular, whether the proposedshareholder is a fit and proper person in accordancewith the criteria in the Second Schedule, or may be suchas to prejudice the interests of the depositors of thelicensee and whether ownership by a significant share-holder who is—

(a) part of a group of relatives each of whom issubstantially dependent upon the samesource of income; or

Requirements forsignificantshareholder


(b) in the case of a company, an affiliate ofanother company,

would be likely to prejudice the interests of depositors ofthe licensee.

(6) It shall be a condition of every permit grantedor deemed to be granted under this section that thesignificant shareholder shall—

(a) provide the Central Bank with suchrelevant information as the Central Bankrequires from time to time; and

(b) comply with such terms and conditions asmay be specified in the permit.

(7) Where a significant shareholder is no longer afit and proper person in accordance with the criteria inthe Second Schedule, or where a person under subsec-tion (3) is not granted a permit, or where a person holdsshares that require him to obtain a permit and nopermit is obtained, he shall be notified in writing by theCentral Bank of this fact and he shall be required totake such steps in such time as may be specified by theCentral Bank to reduce his entitlement to exercisetwenty per cent or more of the voting power of alicensee or prohibit him from exercising a significantinterest in the licensee.

(8) Where a significant shareholder is notifiedthat he is no longer fit and proper he may, within theperiod of fourteen days commencing the day after whichthe notice is given, make written representations to theCentral Bank which shall take such representationsinto account in determining whether to withdraw orvary the notice.

(9) A person who contravenes this sectioncommits an offence and is liable on summary convictionto a fine of six hundred thousand dollars or to impris-onment for two years and in the case of a continuingoffence, to a fine of sixty thousand dollars for each daythat the offence continues.


(10) Shares required to be held under a permitand not so held shall be subject to disposal in accordancewith subsection (11), without prejudice to any otherpenalty which may be incurred by any party pursuant tothis Act.

(11) Where the circumstances so warrant, theAttorney General may apply to for the disposal of shareson such terms and conditions as the Court deems appro-priate.

(12) Where shares referred to in subsection (10)are sold in accordance with an order of the Court, theproceeds of sale, less the costs of the sale, shall be paidinto Court or into such fund as the Court may specify forthe benefit of the persons beneficially interested in thedisposed shares, and any such person may apply to theCourt for the whole or part of the proceeds to be paid tohim in satisfaction of his beneficial interest.

(13) Where a significant shareholder fails tocomply with any condition of its permit, the CentralBank may issue directions to the significantshareholder and section 86(8) shall apply mutatismutandis to this section.

73. (1) Notwithstanding any other law, a mergershall not take place where one of the mergingcompanies is a licensee or the financial holdingcompany of a licensee, without the prior approval inwriting of—

(a) the Central Bank pursuant to subsection(6); or

(b) the Minister pursuant to subsection (9).

(2) An application for approval under subsection(1) shall be made in writing, jointly, by all the compa-nies proposing to merge, and submitted to the CentralBank together with a copy of the proposed amalgama-tion agreement referred to in section 221 of theCompanies Act, where applicable, and such furtherinformation as the Central Bank may require.

Mergers


(3) A proposed amalgamation agreementsubmitted to the Central Bank pursuant to subsection(2), shall not be amended without prior writtenapproval of the Central Bank.

(4) In determining whether to approve a proposedmerger, the Central Bank shall take into account suchrelevant matters including, without limitation—

(a) the terms of the proposed amalgamationagreement and any amendments thereto;

(b) the criteria set out in the Second Scheduleas it applies to the proposed mergedcompany;

(c) the size and concentration of economicpower in the proposed merged company;and

(d) whether the business or a part of thebusiness of—

(i) the merging companies; or(ii) which a merging company is the

holding company,has failed or is being conducted in an unlawful orunsound manner or is otherwise in an unsoundcondition.

(5) In considering the criteria referred to in sub-section (4)(c), the Central Bank shall take into account,without limitation—

(a) the size of the proposed merged company interms of any combined market share thatwill be serviced or controlled by theproposed merged company in Trinidad andTobago;

(b) the size of any of the affiliates of theproposed merged company; and


(c) whether such size and concentration willprevent or lessen substantially, or is likelyto prevent or lessen substantially, competi-tion in the financial services industry inTrinidad and Tobago.

(6) Subject to subsection (7), after due considera-tion of the matters referred to in subsection (4), theCentral Bank shall—

(a) approve the proposed merger;(b) refuse to approve the proposed merger; or(c) approve the proposed merger subject to such

conditions, requirements or restrictions asthe Central Bank deems appropriate.

(7) Where the percentage of any combined marketshare in Trinidad and Tobago of the proposed mergedcompany and any financial entity that will be affiliatedwith it would exceed forty per cent, the Central Bankshall forward to the Minister the application referred toin subsection (2), together with its recommendation, theproposed amalgamation agreement and any otherrelevant information.

(8) In determining whether to approve theproposed merger, the Minister shall consult with theCentral Bank and shall take into account the publicinterest, which shall include, without limitation—

(a) the interests of the financial servicesindustry in Trinidad and Tobago; and

(b) the interests of consumers of financialservices in Trinidad and Tobago.

(9) After due consideration of the mattersreferred to in subsection (8), the Minister shall—

(a) approve the proposed merger;(b) refuse to approve the proposed merger; or(c) approve the proposed merger subject to such

conditions, requirements or restrictions ashe deems appropriate.


(10) Where the Central Bank or the Ministerrefuses to approve the proposed merger pursuant tosubsection (6)(b) or (9)(b) as applicable, the reasons forthe refusal shall be sent to the applicants referred to insubsection (2).

(11) A copy of any approval or refusal to approvethe proposed merger by the Central Bank under subsec-tion (6) or the Minister under subsection (9), shall besent forthwith by the applicants to the Registrar ofCompanies who shall not issue a certificate of amalga-mation under the Companies Act unless he receives acopy of the approval of the merger by the Central Bankor the Ministry of Finance, as the case may require.

(12) Where a proposed merger has been approvedby the Central Bank under subsection (6) or by theMinister under subsection (9), from the date that themerger takes effect pursuant to the Companies Act—

(a) and subject to paragraph (b), a depositor ofa licensee that was one of the mergingcompanies shall continue to enjoy depositinsurance coverage under section 44N(2) ofthe Central Bank Act for a period of twoyears from the date that the merger takeseffect, as if the merger had not taken place;

(b) the Minister may, by Order, on the recom-mendation of the Central Bank, extend theperiod of two years referred to in paragraph(a); and

(c) the Minister may by Order, on the recom-mendation of the Central Bank, exempt amerged company that is a licensee fromcomplying with the provisions of sections42(1) and (3), 43(1)(a) and (b), 43(3) and45(1) of the Act, subject to such terms andconditions as may be specified in the Order.


(13) A person who contravenes subsection (1) or(3) or who breaches any condition requirement orrestriction attached to an approval under subsection(6)(c) or (9)(c), commits an offence and is liable onsummary conviction to a fine of six hundred thousanddollars and in the case of a continuing offence, to a fineof sixty thousand dollars for each day that the offencecontinues.

(14)Where a person fails to comply with anycondition, requirement or restriction of an approvalunder subsection (6)(c) or (9)(c), the Central Bank mayissue directions to the person and section 86(8) shallapply mutatis mutandis to this section.

(15)A purported merger done in contravention of thissection shall be null and void, but shall be withoutprejudice to the accrued rights of any other bona fideparty without notice.

74. (1) A financial entity or a significant orcontrolling shareholder of a financial entity shall notbecome an acquirer of a licensee or of the financialholding company of a licensee without obtaining apermit issued by—

(a) the Central Bank pursuant to subsection(5); or

(b) the Minister pursuant to subsection (8).

(2) An application for a permit under subsection(1) shall be made in writing, by the proposed acquirerand submitted to the Central Bank together with suchfurther information as the Central Bank may require.

(3) In determining whether to issue a permit tothe proposed acquirer, the Central Bank shall take intoaccount such relevant matters including, withoutlimitation–

(a) the criteria set out in the Second Schedule;

Acquisitions


(b) the size and concentration of economicpower in the combination of the proposedacquirer and the licensee, holding companyor the financial holding company of thelicensee; and

(c) whether the business or a part of thebusiness of the acquirer, licensee, holdingcompany or financial holding company ofthe licensee has failed or is being conductedin an unlawful or unsound manner or isotherwise in an unsound condition.

(4) In considering the criteria referred to insubsection (3)(b), the Central Bank shall take intoaccount, without limitation—

(a) the combined market share in Trinidad andTobago of the licensee and any financialentity affiliated with the licensee, the pro-posed acquirer and any financial entity thatis affiliated with the proposed acquirer; and

(b) whether the size of, and concentration ofeconomic power in, the combination of theproposed acquirer and the licensee will pre-vent or lessen substantially, or is likely toprevent or lessen substantially, competitionin the financial services industry inTrinidad and Tobago.

(5) Subject to subsection (6), after due considera-tion of the matters referred to in subsection (3), theCentral Bank shall—

(a) issue a permit to the proposed acquirer;(b) refuse to issue a permit to the proposed

acquirer; or (c) issue a permit to the proposed acquirer

subject to such conditions, requirements orrestrictions as the Central Bank deemsappropriate.


(6) Where the combined market share in Trinidadand Tobago of the licensee and any financial entityaffiliated with the licensee, the proposed acquirer andany financial entity that is affiliated with the proposedacquirer would exceed forty per cent, the Central Bankshall forward to the Minister the application referred toin subsection (2), together with its recommendation andany other relevant information.

(7) In determining whether or not to issue apermit to the proposed acquirer, the Minister shallconsult with the Central Bank and shall take intoaccount the public interest, which shall include, withoutlimitation—

(a) the interests of the financial servicesindustry in Trinidad and Tobago; and

(b) the interests of consumers of financialservices in Trinidad and Tobago.

(8) After due consideration of the mattersreferred to in subsection (7), the Minister shall—

(a) issue a permit to the proposed acquirer;(b) refuse to issue a permit to the proposed

acquirer; or (c) issue a permit to the proposed acquirer

subject to such conditions, requirementsor restrictions as the Minister deemsappropriate.

(9) Where the Central Bank or the Ministerrefuses to issue a permit to a proposed acquirerpursuant to subsection (5)(b) or (8)(b) as applicable, thereasons for the refusal shall be sent to the applicant.

(10) The provisions of section 71(3) and (7) to (14)shall apply to this section mutatis mutandis.

(11) Where an acquirer fails to comply with anycondition of its permit, the Central Bank may issuedirections to the acquirer and section 86(8) shall applymutatis mutandis to this section.


(12) A person who contravenes any provisionof this section commits an offence and is liable onsummary conviction to a fine of six hundred thousanddollars or to imprisonment for two years and in the caseof a continuing offence, to a fine of sixty thousanddollars for each day that the offence continues.

PART IXACCOUNTS, AUDITORS AND INFORMATION

75. (1) Every licensee and financial holding companyshall deliver to the Central Bank within such period asmay be specified by the Central Bank, and in such formas the Central Bank may from time to time approve,returns containing statements of—

(a) its assets and liabilities; (b) its loans and advances; (c) its earnings and expenses; and(d) any other financial data that the Central

Bank may require.

(2) The Central Bank may apply reportingrequirements under this section—

(a) to a licensee on an individual basis, andon a consolidated basis to include whereapplicable, all the domestic and foreign—

(i) subsidiaries of the licensee; (ii) companies in which the licensee is

a significant shareholder; and(b) on a consolidated basis, to a financial

holding company and all of the domestic andforeign members of the financial group thatthe financial holding company controls.

(3) No statement or return shall in any case berequired in respect of the affairs of any particularcustomer of a licensee.

Submission ofstatements andother informationto Central Bank


(4) Every licensee and every financial holdingcompany shall submit to the Inspector at the end ofevery quarter a list of—

(a) beneficial and nominee shareholders whohold directly or indirectly shareholdings offive per cent or more of its issued sharecapital; and

(b) any agreement with respect to the voting ofshares of the licensee or financial holdingcompany.


(6) The Inspector may request that a licensee orfinancial holding company submit the lists referred to insubsection (4) at any time.

(7) A person who becomes the holder of five percent or more of the issued share capital of a licensee ora financial holding company shall, within one month ofbecoming such holder, notify the Inspector.

76. (1) Every licensee shall within sixty days afterthe end of its financial year publish in the Gazetteand in at least two daily newspapers published andcirculated in Trinidad and Tobago a statement showingall accounts payable by the licensee in respect of whichduring a period of seven years or any longer period, notransaction has taken place and no statement ofaccount has been requested or acknowledged by thecreditor.


(3) Every statement published under subsection(1) shall require the person to whom the account ispayable or his legal personal representative to submit aclaim to the licensee within three months from the dateof publication in the Gazette and in at least two dailynewspapers published and circulated in Trinidad andTobago, whichever is published later.

Publication ofinactive accounts


(4) Where any sum included in the statementpublished under subsection (1) remains unclaimed for aperiod of three months after the date of publication ofthe statement, such sum, after deduction therefrom ofthe cost of publication, shall be paid into the CentralBank and credited to the Consolidated Fund and there-after interest shall cease to accrue to such sum.

(5) Nothing contained in this section shall bedeemed to affect the rights of any depositor to recover adebt due to him by the licensee.

(6) Every licensee publishing the statementreferred to in subsection (1) and thereafter paying anysums to the Central Bank under the provisions of thissection shall be indemnified by the Government for anyloss which it may incur as a result of any such payment.

77. (1) Every licensee and financial holding companyshall within three months after the close of its financialyear, submit to the Inspector financial statements of allits operations both domestic and foreign as the casemay be, prepared in accordance with internationalaccounting standards and duly audited by a certifiedauditor, on an individual basis and on a consolidatedbasis, as determined by the Central Bank in accordancewith section 75(2).


(3) The Inspector may stipulate reportingrequirements in addition to those referred to insubsection (1).

(4) The Inspector may require for regulatorypurposes that a licensed domestic institution or afinancial holding company exclude a subsidiary or othercompany in which it has a significant shareholding fromthe consolidated financial statements required undersubsection (1).

Consolidatedfinancial statementsto be submitted toInspector


(5) Every licensed foreign institution shall withinthree months after the close of its financial year, submitto the Inspector—

(a) audited financial statements of its opera-tions in the jurisdiction of its incorporation;and

(b) management accounts of its operations inTrinidad and Tobago verified by its externalauditors and signed by two directors of theforeign financial institution.

(6) A licensed domestic institution or financialholding company shall submit on the request of theInspector in respect of any—

(a) subsidiary of the licensee or company inwhich the licensee is a significant share-holder; and

(b) member of the financial group which thefinancial holding company controls,

audited financial statements signed by two directors ofthat company or unincorporated body, as the case maybe.

(7) A person who contravenes subsection (5) or (6)commits an offence.

(8) Every consolidated audited financial state-ment to be submitted by a licensed domestic institutionor financial holding company shall be signed by twodirectors of the licensed domestic institution or financialholding company.

(9) If in the opinion of the Inspector, the informa-tion contained in the consolidated audited financialstatements of the licensed domestic institution or afinancial holding company or in the audited financialstatements of the companies referred to in subsection(6), indicates the likelihood of insolvency of any one of


those companies, the Inspector may, after consultationwith the licensed domestic institution and the financialholding company require the licensed domestic institu-tion or financial holding company to take such measuresas the Inspector may consider necessary to prevent thefinancial condition of the company from affecting thelicensed domestic institution and, in particular, mayrequire that the—

(a) stated capital of the company be increased; (b) company or its business or part of its

business be sold, transferred or otherwisedisposed of;

(c) licensed domestic institution cease to makeany advances or incur any credit exposuresto the company; or

(d) licensed domestic institution make specialprovision for any potential losses which inthe opinion of the Inspector, the company islikely to incur where such company hascredit exposures with the licensed domesticinstitution.

(10) A licensed domestic institution or financialholding company that fails to comply with any measureimposed under subsection (9) commits an offence and isliable to a fine of five million dollars and in the case of acontinuing offence, to a fine of five hundred thousanddollars per day for each day that the offence continues.

78. (1) The Central Bank may, by notice, requirea—

(a) licensee, its servant or agent;(b) financial holding company, controlling

shareholder, or significant shareholder of alicensee;

(c) subsidiary of the licensee;

Power to requireinformation


(d) company or unincorporated body that is anaffiliate of the licensee or an associate of thelicensee, as defined by the Companies Act;

(e) company that is a member of a relatedgroup or financial group of which a licenseeis a member; and

(f) present or former director, officer, auditor orcontrolling shareholder or significantshareholder of any person referred to inparagraphs (a) to (e),

to furnish such information in such form and withinsuch period of time as the Central Bank may require.

(2) The Central Bank may, by notice—(a) from time to time, require verification from

the auditor of a licensee, financial holdingcompany or any other company or unincor-porated body referred to in subsection (1)with respect to the accuracy of information submitted pursuant to that subsection andmay itself verify the accuracy of such infor-mation by inspecting such licensee,financial holding company or other companyor unincorporated body;

(b) require an officer or any other person incharge of a licensee or a financial holdingcompany to supply, within such time as maybe specified, any information relating tothe licensee or financial holding company,or any connected party or connected partygroup, or any person over which thelicensee or financial holding company, orthe directors or officers of the licensee orfinancial holding company have control.

(3) A request for information under subsections(1) and (2), shall be by notice in writing.


(4) The Central Bank may exercise the powersunder subsection (1) in relation to any person who is oris about to be elected or appointed as a director orofficer of a licensee or financial holding company, todetermine whether the person is a fit and proper personin accordance with the criteria of the Second Schedule tohold the particular position which he holds or to whichhe is about to be elected or appointed.

(5) A person whom the licensee or a financialholding company proposes to elect as a director orappoint as an officer shall be entitled to refuse to supplythe documents requested by the Central Bank pursuantto subsection (4) if he no longer intends to stand forelection or take up the appointment and has so advisedthe Central Bank.

(6) Subject to subsection (5), a person who fails tosupply information or produce the documents requiredunder this section within the time specified in suchrequest commits an offence.

(7) A person who provides false or misleadinginformation under this section commits an offenceand is liable, on summary conviction, in the case of alicensee to a fine of six hundred thousand dollars and inthe case of a director or officer of a licensee, to a fine ofsix hundred thousand dollars and to imprisonment fortwo years.

79. (1) A licensee shall furnish the Inspector on aquarterly basis with a report on all credit exposuresamounting to ten per cent or more of the capital base ofthe licensee.


(3) The Central Bank shall issue the criteria forreporting on credit exposures, by notification in theGazette and in at least two daily newspapers publishedand circulated in Trinidad and Tobago or through guide-lines, with respect to the details to be provided bylicensees under subsection (1).

Report on creditexposures


80. (1) Every licensee and financial holding companyshall within three months after the close of its financialyear, publish in a daily newspaper printed andcirculated in Trinidad and Tobago and exhibit in aconspicuous place in each of its offices, the auditedfinancial statements referred to in section 77(1) or, inthe case of a licensee that is a licensed foreign institu-tion, the audited financial statements referred to insection 77(5).

(2) A licensee shall—(a) keep at each of its offices, in addition to the

audited financial statements referred to insubsection (1), such other information forthe protection of deposit-holders and othercustomers as the Central Bank shallstipulate from time to time; and

(b) during normal business hours make copiesof the documents referred to in paragraph(a) available for inspection by its depositorsand other customers upon request.


81. (1) For the purposes of this section a “firm ofaccountants” means a partnership, the members ofwhich are accountants engaged in the practice ofaccounting.

(2) A licensed domestic institution and a financialholding company shall appoint annually, a firm ofaccountants satisfactory to the Central Bank to be theauditor of the licensee or financial holding company.

(3) A licensed foreign institution shall appointannually a firm of accountants satisfactory to theCentral Bank to be the auditor of the licensed foreigninstitution.

Consolidated auditedfinancial statementsto be open topublication andinspection

Appointment ofauditor


(4) A firm of accountants is qualified to be theauditor of a licensee or financial holding company if—

(a) each member or partner of the firm ofaccountants is independent, within themeaning of subsection (5), of the licensee orthe financial holding company; and

(b) at least one member or partner of the firm ofaccountants—

(i) is a practising member in goodstanding of the Institute ofChartered Accountants of Trinidadand Tobago or is the holder of avalid practising certificate fromsuch other professional associationof accountants or auditors as theCentral Bank may approve; and

(ii) has knowledge and experience inthe audits of banks and otherfinancial institutions satisfactoryto the directors of a licensed domes-tic institution or financial holdingcompany, or to the principal officerof a licensed foreign institution,and the Central Bank.

(5) For the purposes of this section—(a) independence is a question of fact;(b) a member or partner of a firm of

accountants shall be deemed not to be inde-pendent of a licensee or a financial holdingcompany if he—

(i) is a connected party of the licenseeor the financial holding company orof any of their respective affiliates;

(ii) has any business relationship withthe licensee or the financial holdingcompany or with any of theirrespective connected parties, otherthan in his capacity as the auditorthereof;


(iii) beneficially owns or controls,directly or indirectly, five per centor more of the shares or othersecurities of the licensee or thefinancial holding company or ofany of their respective affiliates;

(iv) is indebted to the licensee or any ofits affiliates other than by virtueof—

(A) a fully collateralized loan;or

(B) an outstanding credit cardbalance not exceedingsixty thousand dollars;and

(v) has been a receiver, receiver-man-ager, liquidator or trustee inbankruptcy of any affiliate of thelicensee or the financial holdingcompany within two years imme-diately preceding the appointmentof the firm of accountants, otherthan a subsidiary or affiliateacquired through a realization ofsecurity.

(6) A licensee or financial holding company shallnot appoint a firm of accountants to be the auditor of thelicensee or financial holding company pursuant to sub-section (2) or (3) unless—

(a) the licensee or financial holding companyhas served written notice on theCentral Bank of its intention to make suchappointment; and

(b) the Central Bank has failed to serve on thelicensee or financial holding company awritten notice of objection to the appoint-ment within one month of the date on which


the licensee or financial holding companyserved notice of its intention to make theappointment pursuant to paragraph (a).

(7) A person who contravenes subsection (6)(a)commits an offence.

(8) A partner of a firm of accountants shall not bethe audit partner, having primary responsibility for theaudit of a licensee or a financial holding company for aperiod of more than five consecutive years.

(9) The auditor of a licensee or financial holdingcompany shall not provide to that licensee or financialholding company—

(a) book-keeping or other services related to itsaccounting records or financial statements;

(b) financial information systems design andimplementation services;

(c) actuarial services;(d) internal audit outsourcing services; or(e) such other non-audit related services as the

Central Bank may prescribe.

82. (1) A licensed domestic institution and a financialholding company shall forthwith give written notice tothe Inspector if—

(a) the licensed domestic institution orfinancial holding company proposes to givespecial notice to its shareholders of a resolu-tion to remove an auditor before theexpiration of his term of office;

(b) the licensed domestic institution orfinancial holding company gives notice to itsshareholders of a resolution to replace anauditor at the expiration of his term of officewith a different auditor, together with thereasons for such removal or replacement; or

Notification inrespect of auditors


(c) a person ceases to be an auditor of thelicensed domestic institution or financialholding company otherwise than inconsequence of a resolution referred to inparagraphs (a) and (b).

(2) A licensed foreign institution shall forthwithgive notice to the Inspector if its auditor—

(a) is removed before the expiration of hisengagement;

(b) is replaced at the expiration of his engage-ment with a different auditor; or

(c) ceases to be its auditor in circumstancesotherwise than those set out in paragraphs(a) and (b).

(3) A person who contravenes subsections (1) and(2) commits an offence.

(4) The auditor of a licensee or a financial holdingcompany shall forthwith give written notice to theInspector and to the licensee or financial holdingcompany if he—

(a) resigns before the expiration of his term ofoffice; or

(b) does not seek to be re-appointed,

together with the reasons for such resignation ordecision not to seek reappointment.

(5) The auditor of a licensed domestic institutionor of a financial holding company who—

(a) receives a notice or otherwise learns of ameeting of shareholders called for thepurpose of removing the auditor from office;or


(b) receives a notice or otherwise learns of ameeting of directors or shareholders atwhich another person is to be appointed asauditor because the term of office of theauditor has expired,

is entitled to submit to the licensed domestic institutionor financial holding company a written statement givingthe reasons why the auditor opposes any proposedaction or resolution, and shall submit a copy of any suchstatement to the Inspector.

(6) The auditor of a licensed foreign institutionwho receives a notice from the principal representativeof the licensed foreign institution or otherwise learns -

(a) that he is to be removed from office; or(b) that another person is to be appointed as

auditor of the licensed foreign institutionbecause the term of office of the auditor hasexpired or is about to expire,

is entitled to submit to the licensed foreign institution awritten statement giving the reasons why he opposeshis proposed removal or the appointment of anotherperson as auditor, and shall submit a copy of any suchstatement to the Inspector.

(7) Where the auditor of a licensee or of a finan-cial holding company resigns as a result of a disagree-ment with the board of directors or the officers of alicensee or of a financial holding company, the auditorshall submit to the licensee or the financial holdingcompany, and to the Inspector, a written statementsetting out the nature of the disagreement.

(8) Where the auditor of a licensee or financialholding company has resigned or the appointment of theauditor has been revoked, no person shall accept anappointment as auditor of that licensee or financialholding company until the person has requested andreceived from the auditor who has resigned or whose


appointment as auditor has been revoked, a writtenstatement of the circumstances and reasons for suchresignation or why, in the opinion of the former auditor,his appointment was revoked.

(9) Notwithstanding subsection (8), a personmay accept an appointment as auditor of a licensee orfinancial holding company if, within fifteen days after arequest under that subsection is made, no reply fromthe former auditor is received.

83. (1) Where the auditor of a licensee or of a finan-cial holding company discovers, in the ordinary courseof an audit, any irregular transactions or conditionswhich, in the opinion of the auditor meets one or moreof the following criteria—

(a) any change in accounting policy or anypresentation of or any failure to presentfacts or figures which, in the opinion of theauditor, has the effect of misrepresentingthe financial position of the licensee orfinancial holding company;

(b) transactions that have a significant ormaterial impact on the financial position ofthe licensee or financial holding company;

(c) transactions or conditions giving rise tosignificant risks or large exposures thathave the potential to jeopardize the finan-cial viability of the licensee or financialholding company;

(d) transactions or conditions indicating thatthe licensee or financial holding companyhas significant weaknesses in internalcontrols which render it vulnerable tosignificant risks or exposures that havethe potential to jeopardize its financialviability;

Duties of auditor toreport to Board


(e) transactions or conditions which contraveneany provision of this Act or any Regulationsmade hereunder relating to capitaladequacy or liquidity requirements; and

(f) any other transactions or conditions which,in the opinion of the auditor, should beincluded in a report under this section,

the auditor shall report such findings in writing to thechief executive officer and the board of directors ofthe licensee or financial holding company, or to theprincipal representative in the case of a licensee that isa licensed foreign institution and to the Inspector.

(2) Where the auditor of a licensee or of a finan-cial holding company discovers, after receiving arequest in writing from the Inspector for an examina-tion, any such transactions or conditions as set out insubsection (1), the auditor shall report such findingsto the Inspector, and the Inspector shall share thosefindings with the licensee at such time as he deemsnecessary.

84. (1) The auditor of a licensee or a financial holdingcompany shall—

(a) report annually in writing to the Inspectoron the adequacy of the accountingprocedures, records and such internalcontrol systems of the licensee or financialholding company as may be relevant to itsfinancial reporting function; and

(b) audit the returns of the licensee or thefinancial holding company filed annuallywith the Central Bank.

(2) The Inspector may, by notice in writing to alicensee or financial holding company, require its audi-tor to comply with such other reporting requirements asthe Inspector may stipulate in addition to generallyaccepted auditing standards with respect to the reportand annual returns referred to in subsection (1).

Further duties ofauditor


(3) A licensee or financial holding company thatcontravenes subsection (2) commits an offence.

(4) The Inspector—(a) shall, in relation to the audit of a licensee or

financial holding company, have access tothe working papers of the auditor of thelicensee or financial holding company for aperiod not exceeding four years precedingthe date of submission of the audit report;and

(b) may require the auditor of a licensee orfinancial holding company to provide himwith any further information that heconsiders relevant.

(5) Every licensee and financial holding companyshall pay the expenses incurred by its auditor in theperformance of the duties and obligations set out in thisPart.

85. (1) No duty to which an auditor or former auditorof a licensee or financial holding company may besubject shall be regarded as contravened by reason ofhis communication in good faith to the Central Bank orto the Inspector, whether or not in response to a requestmade by either of them, for any information or opinionon a matter to which this section applies and which isrelevant to any function of the Central Bank and theInspector under this Act or the Central Bank Act.

(2) In relation to an auditor of a licensee orfinancial holding company this section applies to anymatter of which an auditor becomes aware in hiscapacity as auditor and which relates to the business oraffairs of the licensee or any of its affiliates or anydirector or officer or relative of such persons, or theprincipal representative in the case of a licensee that isa licensed foreign institution, in relation to which theinformation is given.

Protection of auditorand other personsprovidinginformation


(3) This section applies to the auditor of a formerlicensee or former financial holding company as itapplies to the auditor of a licensee or financial holdingcompany.

(4) Subsection (1) applies to such other personrequired to give information under this Act in respect ofany matter of which he becomes aware in his capacityas the person giving the information and which relatesto the business or affairs of the licensee, its affiliate orany director, officer or relative of such persons, or theprincipal representative in the case of a licensee that isa licensed foreign institution, in relation to which theinformation is given.

PART X

COMPLIANCE DIRECTIONS AND INJUNCTIONS

86. (1) Notwithstanding any other action or remedyavailable under this Act, if in the opinion of theInspector, a licensee or financial holding company, con-trolling shareholder or significant shareholder of alicensee, or any director, officer, other employee oragent of the licensee, financial holding company,controlling shareholder or significant shareholder of alicensee—

(a) is committing, or is about to commit an act,or is pursuing or is about to pursue anycourse of conduct, that is an unsafe orunsound practice in conducting the businessof banking;

(b) is committing, or is about to commit, an act,or is pursuing or is about to pursue a courseof conduct, that may directly or indirectly beprejudicial to the interest of depositors;

(c) has violated or is about to violate any of theprovisions of this Act or Regulations madethereunder; or

Compliancedirections


(d) has breached any requirement or failed tocomply with any measure imposed by theCentral Bank or the Inspector in accordancewith this Act or Regulations madethereunder,

the Inspector may direct the licensee, financial holdingcompany, or the controlling shareholder, or significantshareholder and any such director, officer, otheremployee or agent, or principal representative to—

(i) cease and or refrain from committing theact, pursuing the course of conduct, orcommitting a violation; or

(ii) perform such acts as in the opinion of theInspector are necessary to remedy thesituation or minimize the prejudice.

(2) For the purposes of this section, the term“unsafe or unsound practices” shall include withoutlimitation, any action or lack of action that is contraryto generally accepted standards of prudent operationand behaviour, the possible consequences of which, ifcontinued, would be a risk of loss or damage to alicensee, its depositors, shareholders or the DepositInsurance Corporation.

(3) Subject to subsection (6), before a direction isissued, the person to whom the direction is to be issuedshall be served with a notice specifying—

(a) the facts of the matter;(b) the directions that are intended to be

issued; and (c) the time and place at which the person

served with the notice may make represen-tations to the Inspector.

(4) If the person served with the notice referred toin subsection (3) fails to attend at the time and placestipulated by the said notice, the Inspector may proceedto issue directions in his absence.


(5) Where after considering the representationsmade in response to the notice referred to in subsection(3), the Inspector determines that the matters specifiedin the notice are established, the Inspector may proceedto issue directions to the person served with the notice.

(6) Notwithstanding subsection (3), if in theopinion of the Inspector, the length of time required forrepresentations to be made might be prejudicial to theinterests of depositors or to the stability of the financialsystem, the Inspector may make an interim directionwith respect to the matters referred to in subsection (1)having effect for a period of not more than twentyworking days.

(7) A direction made under subsection (6)continues to have effect after the expiration of thetwenty-day period referred to in that subsection if norepresentations are made to the Inspector within thatperiod or, if representations have been made, theInspector notifies the person to whom the direction isissued that he is not satisfied that there are sufficientgrounds for revoking the direction.

(8) If a person to whom a direction is issued failsto comply with the said direction the Inspector may, inaddition to any other action that may be taken underthis Act, apply to a Judge in Chambers for an Orderrequiring that person to comply with the direction,cease the contravention or do any thing that is requiredto be done, and on such application the Judge may soorder and make any other Order he thinks fit.

(9) A person who fails to comply with directionsunder this section commits an offence and is liable onsummary conviction—

(a) in the case of a licensee or financial holdingcompany, holding company, controllingshareholder, or significant shareholder to afine of five million dollars and in the case of


a continuing offence, to a fine of fivehundred thousand dollars for each day thatthe offence continues; or

(b) in the case of a director or officer, otheremployee or agent, or principal officer of alicensee or financial holding company, to afine of five million dollars and to imprison-ment for five years.

(10) All directions issued under this section shallbe referred to as “compliance directions”.

87. Where the Central Bank reasonably believes thata person is in violation of the Act, or is engaged in anyactivity or course of conduct described under section86(1), the Central Bank may in addition to, or in lieu ofother actions authorized under this Act—

(a) seek a restraining order or other injunctiveor equitable relief, to prohibit the continuedviolation or to prevent the activity or courseof conduct in question or any other action; or

(b) pursue any other remedy which may be pro-vided by law.

PART XI

FACILITATION OF TRANSFERS AND UNDERTAKINGS

88. In this Part—

“the appointed day” means such day as isappointed by a Vesting Order for thecoming into force of that Order;

“customer” includes any person having abanking account or other dealing, transac-tion or arrangement with the transferee ortransferor bank, as the case may be, in thecourse of business;

Injunctive relief

Definitions


“existing” means existing or in force, as the casemay require, immediately before theappointed day;

“security” includes a mortgage or charge,whether legal or equitable, debenture,guarantee, lien, pledge whether actual orconstructive, hypothecation, indemnity,undertaking or other means of securingpayment or discharge of a debt or liabilityor obligation whether present or future,actual or contingent;

“undertaking” means the business of bankingand business of a financial nature carriedon by a licensee or any part of the businessso carried on;

“will” includes a codicil and any othertestamentary writing.

89. (1) Where an agreement has been entered into forthe acquisition by a person (hereinafter referred to asthe “transferee”), of the undertaking of a licensee (here-inafter referred to as the “transferor”), the transfereemay, for the purpose of effecting the transfer to andthe vesting in the transferee of the undertaking, makea written application to the Minister, notice ofwhich shall be published in the Gazette and in at leasttwo daily newspapers published and circulated inTrinidad and Tobago.

(2) Upon the making of such an application, theMinister may, if he thinks fit, make an order under thisPart called a “Vesting Order”, transferring to andvesting in the transferee the undertaking, as fromthe appointed day, and thereupon all such existingproperty, rights, liabilities and obligations as areintended by the agreement to be transferred andvested shall, by virtue of this Act, and without furtherassurance be transferred to, and shall vest in thetransferee, to the intent that the transferee shallsucceed to the whole or such part of the undertaking ofthe transferor as is contemplated by the agreement.

Vesting Order


(3) For the avoidance of doubt a Vesting Ordershall take effect on the appointed day specified in theOrder, whether or not the Vesting Order is published inthe Gazette and in at least two daily newspaperspublished and circulated in Trinidad and Tobago, afterthe appointed day.

(4) No transfer or vesting effected by a VestingOrder shall—

(a) operate as a breach of covenant or conditionagainst alienation;

(b) give rise to any forfeiture; or(c) invalidate or discharge any contract or

security.

(5) Notwithstanding any other law, a Vesting Ordermay in the discretion of the Minister, provide for thecarrying forward by the transferee and setting off forcorporation tax purposes of such of the losses of thetransferor as may be specified, as if the undertaking ofthe transferor had not been permanently discontinuedon the appointed day and a new undertaking had beenset up and commenced by the transferee.

90. (1) Without prejudice to the generality of section91, the effect of a Vesting Order as regards the under-taking thereby transferred shall be that on and from theappointed day—

(a) every existing contract to which the trans-feror was a party, whether in writing or not,shall be construed and have effect as if—

(i) the transferee had been a partythereto instead of the transferor;

(ii) for any reference however wordedand whether express or implied, tothe transferor there were substi-tuted, as respects anything fallingto be done on or after theappointed day, a reference to thetransferee; and

Supplementaryprovisions as totransfers


(iii) for any reference however wordedand whether express or implied, tothe directors or to any director,officer, clerk or servant of thetransferor were, as respects any-thing falling to be done on or afterthe appointed day, a reference asthe case may require to the direc-tors of the transferee or to suchdirector, officer, clerk or servant ofthe transferee as the transfereemay appoint or, in default ofappointment, to the director,officer, clerk or servant of thetransferee who corresponds asnearly as possible to the first men-tioned director, officer, clerk orservant;

(b) any account between the transferor and cus-tomer shall become an account between thetransferee and that customer;

(c) any existing instruction, direction, man-date, power of attorney or consent given tothe transferor shall have effect as if given tothe transferee;

(d) any negotiable instrument or order for pay-ment of money which is expressed to bedrawn on, or given to or accepted orendorsed by the transferor, or payable atany of its places of business, shall haveeffect as if it had been drawn on, or given toor accepted or endorsed by the transferee, orpayable at the same place of business of thetransferee;

(e) any security transferred to the transferee bya Vesting Order that immediately before theappointed day was held by the transferor assecurity for the payment or discharge of any


debt or liability or obligation, whetherpresent or future, actual or contingent,shall be held by, and be available to, thetransferee as security for the payment ordischarge of such debt or liability or obliga-tion; and any such security which extends tofuture advances or liabilities shall, on andfrom the appointed day, be held by, and beavailable to, the transferee as security forfuture advances by and future liabilities tothe transferee in the same manner andin all respects as future advances by orliabilities to, the transferor were securedthereby immediately before the appointedday;

(f) any judgment or award obtained by oragainst the transferor and not fully satisfiedbefore the appointed day shall be enforce-able by or against the transferee;

(g) unless the agreement provides to the con-trary, any officer, clerk or servant employedby the transferor immediately before theappointed day shall become an officer, clerkor servant, as the case may be, of the trans-feree on terms and conditions not lessfavourable than those on which he was soemployed immediately before the appointedday, and such employment with the trans-feror and transferee respectively shall bedeemed for all purposes to be a singlecontinuing employment, except that nodirector, officer, secretary or auditor of thetransferor shall by virtue only of a VestingOrder become a director, officer, secretaryor auditor, as the case may be, of thetransferee.


(2) Subsection (1)(a)(ii) and (iii) shall apply to anystatutory provision, to any provision of any existing con-tract to which the transferor was not a party and to anyprovision of any other existing document, not being acontract but including in particular a will, as they applyin relation to a contract to which subsection (1)(a)applies.

(3 )Any property or rights transferred to, andvested in, the transferee which immediately before theappointed day were held by the transferor, whetheralone or jointly with any other person—

(a) as trustee or custodian trustee of any trust,deed, settlement, covenant, agreement orwill, and whether originally so appointed ornot, and whether appointed under hand orseal, or by order of any Judge;

(b) as executor of the will of a deceased person;(c) as administrator of the estate of a deceased

person;(d) as judicial trustee appointed by order of any

Judge; or(e) in any other fiduciary capacity whatsoever,

shall, on and from the appointed day be held by thetransferee, whether alone or jointly with such otherperson, in the same capacity, upon the trusts, and withthe powers and subject to the provisions, liabilities andobligations applicable thereto, respectively.

91. (1) The transfer of and vesting in, the transfereeof an undertaking by a Vesting Order shall, unlessexempted, either generally or in some particular case,by the Order, be subject to the provisions of the StampDuty Act, as if the Order was, in each of the cases inwhich the duty is imposed on the several instrumentsspecified in the Schedule to that Act, an instrumentbetween party and party within the contemplation ofthe Act.

Transfers subject tostamp dutyChap. 76:01


Definitions

(2) Subject to subsection (3), a depositor of aninstitution which is affected by a Vesting Order beingmade under this Part, shall continue to enjoy depositinsurance coverage under section 44N(2) of the CentralBank Act for a period of two years from the date of theVesting Order as if the transfer had not taken place.

(3) The Minister may by Order, on the advice ofthe Governor, extend the period of two years referred toin subsection (2) in relation to a particular institution.

PART XII

PAYMENT SYTEMS

Division 1—Framework for Oversight

92. In this Part—“Close-out Netting Arrangement” means—

(a) an arrangement under which, if aparticular event happens, whetherthrough the operation of Netting orotherwise—

(i) the obligations of theparties are accelerated soas to be immediately dueand expressed as anobligation to pay anamount representing theirestimated current value,or are terminated andreplaced by an obligationto pay such an amount;and

(ii) an account is taken ofwhat is due from eachparty to the other inrespect of such obliga-tions, and a net sum equal


to the balance of theaccount is payable bythe party from whom thelarger amount is due tothe other party; or

(b) such other type of arrangement asthe Minister may by regulationsprescribe;

“External Administration” means any receiver-ship, winding-up or reorganization of aParticipant or party under the CompaniesAct or this Act, or, in the case of a foreignParticipant, under the written law of thejurisdiction of that Participant;

“External Administrator” means the personappointed to take control of the assets orundertaking of a Participant or partyunder External Administration;

“Financial Collateral” means cash, securities,such as but not limited to shares, bonds,money market instruments, other debtinstruments, and any other securitieswhich are normally dealt in and which givethe right to acquire any such shares, bondsor other securities by subscription,purchase or exchange, as well as preciousmetals and commodities, including deriva-tives on such securities, precious metalsand commodities;

“Financial Collateral Arrangements” meanspledges and Transfer of Title Agreements,including repurchase agreements, whichapply to Financial Collateral;

“Interbank Payment System” means any pay-ment system between or among financialinstitutions which facilitates the transfer ofmoney or the discharge of obligations on agross or net settlement basis;


“Licensed Interbank Payment System” meansan Interbank Payment System which islicensed under section 94;

“Netting” means an agreed offsetting oftransfer orders, positions or obligations bytrading partners or Participants resultingin one net claim or one net obligation perParticipant or trading partner;

“Operator” means the Central Bank or theperson operating an Interbank PaymentSystem or a Licensed Interbank PaymentSystem;

“Participant” means a person who participatesin a Protected System in accordance withthe Rules and Procedures of the protectedsystem;

“Protected System” means either a LicensedInterbank Payment System, any paymentsystem operated by the Central Bank or asecurities settlement system for the settle-ment of transactions in book-entry securi-ties of the Government of Trinidad andTobago, including those of State Agenciesor Enterprises and Statutory Authorities;

“Relevant Securities Account” means the secu-rities account in which the securities areheld by the owner or the holder, or, if thesecurities are subject to a FinancialCollateral Arrangement, the securitiesaccount in which the securities are held inthe possession or under the control of thecollateral taker or a person acting on behalfof the collateral taker;

“reliable” in relation to a payment systemmeans apt to limit systemic and otherrisks, including liquidity, credit, legal and


operational risks, that may jeopardise ornegatively affect the proper and continuousoperation of the payment system andpublic confidence in payment instrumentsand the word “reliability” shall beconstrued accordingly;

“Rules and Procedures” means the contractualdocumentation, in the widest sense of theterm, governing the use and operation ofa Protected System, including but notlimited to terms and conditions, technicalannexes, agreement letters, instructionsand operating circulars and guidelinesissued by the Central Bank;

“Settlement Account” means any cashor securities account, that is debited orcredited by a Protected System in order tosettle transfer orders processed withinsuch system;

“Settlement Agent” means the person providingthe Settlement Accounts through which thetransfer orders within the ProtectedSystem are settled; and

“Transfer of Title Agreement” means anyarrangement or agreement, including arepurchase agreement, under which acollateral provider transfers title ofFinancial Collateral to a collateral taker forthe purpose of securing or otherwisecovering the performance of obligations.

93. (1) Subject to subsection (3) no person shalloperate an Interbank Payment System in Trinidad andTobago unless the Central Bank has issued a licence forthat purpose in accordance with this Part.

(2) A person intending to operate an InterbankPayment System shall, before commencing such opera-tions, apply for a licence under section 94.

Restriction onoperating paymentsystem


(3) Any Interbank Payment System, other than asystem operated by the Central Bank, operating beforethe coming into force of this Act shall be issued aprovisional licence and shall be given a period of sixmonths to comply with the provisions of this Act andany regulations made hereunder.

94. (1) Every application for a licence to operate anInterbank Payment System shall be made to theCentral Bank in writing and shall be accompaniedby—

(a) a statement of the name and the registeredaddress of the applicant/Operator;

(b) a certified copy of the Articles ofIncorporation/Continuance, By-laws orother constituent document of theapplicant/Operator;

(c) the name, address, nationality, experienceand other relevant information pertainingto each director and officer of the appli-cant/Operator;

(d) the latest audited Financial Statements ofthe Operator and its policies for risk man-agement and internal controls;

(e) a statement outlining the organizationalstructure of the Operator;

(f) a statement establishing the identity of theSettlement Agent;

(g) the Rules and Procedures of the system; and(h) such additional information as the Central

Bank may require.

(2) In determining whether to approve anapplication under subsection (1), the Central Bank shallconsider—

(a) the adequacy of the rules and procedures ofthe system;

Application forlicence


(b) whether operations of the InterbankPayment System as proposed will be safe,sound, reliable and efficient;

(c) whether the Interbank Payment Systemwill contribute to the stability of thefinancial system in Trinidad and Tobago;and

(d) such other matters as may be specified bythe Central Bank.

(3) A licence to operate an Interbank PaymentSystem may contain such terms and conditions as maybe specified by the Central Bank.

95. (1) The Central Bank may suspend or withdrawthe licence of the Operator of a Licensed InterbankPayment System where—

(a) the Operator has failed to comply with therules and procedures of the system;

(b) any of the criteria set out in section 94(2) isnot being fulfilled or is unlikely to befulfilled;

(c) the Operator of a Licensed InterbankSystem has failed to comply with any termor condition imposed under section 94(3);or

(d) the Operator of a Licensed InterbankPayment System has failed to comply withany provision of this Act, any regulationmade hereunder or any requirement of theCentral Bank made under this Part.

(2) Subject to subsection (4), before suspending orwithdrawing the licence of a Licensed InterbankPayment System, the Central Bank shall give to itsOperator notice in writing of its intention to do so,specifying the grounds upon which it proposes tosuspend or withdraw the licence and shall require the

Suspension orwithdrawl of licence


Operator to submit to it within a specified period a writ-ten statement of objections to the suspension or with-drawal of the licence.

(3) Upon consideration of the written statementof objections referred to in subsection (2) the CentralBank shall give the Operator written notice of itsdecision to suspend, withdraw or continue the licence.

(4) Notwithstanding subsection (2), where theCentral Bank is of the opinion that the safety,soundness, reliability or efficiency of a LicensedInterbank Payment System is or may be threatened, itmay, without prior notice, suspend or withdraw thelicence of the Operator of that system so, however, thatthe Central Bank publishes notice in the Gazette and inat least two daily newspapers published and circulatedin Trinidad and Tobago within fourteen days of the sus-pension or withdrawal the circumstances and the basisfor such action.

(5) Except as provided in subsection (4), theCentral Bank shall, within seven days of an Operatorceasing to hold a licence, publish notice of suchcessation in the Gazette and in at least two dailynewspapers published and circulated in Trinidadand Tobago.

96. Where an Operator is aggrieved by a decision ofthe Central Bank to suspend or withdraw its licence,that Operator may appeal to a Judge in Chamberswithin fourteen days of the date of notice in the Gazetteand in at least two daily newspapers published andcirculated in Trinidad and Tobago under section 95(4)or notice of suspension or withdrawal under section95(3), setting forth the grounds of such appeal and theJudge may confirm or set aside the decision of theCentral Bank.

Appeal


97. (1) The Central Bank may give directions to anOperator—

(a) during the pendency of a provisional licenceissued under section 93(4);

(b) where a notice of intention to suspend orwithdraw is served under section 95(2); and

(c) where the Operator has violated or is aboutto violate a provision of this Part or anyRegulations made under section 9.

(2) Sections 86(9) applies mutatis mutandis tothis section.

(3) A person who fails to comply with a directiongiven under subsection (1) commits an offence and isliable on summary conviction to a fine of six hundredthousand dollars and in the case of a continuing offence,to a fine of sixty thousand dollars for each day that theoffence continues.

98. In the performance of its duties of oversightunder this Act, whether on-site or off-site, the CentralBank shall at all reasonable times have access to allbooks, records, accounts, minutes of meetings, state-ments and any other information regarding anOperator, including documents stored in electronic formand the right to call upon any director or officer of theOperator for any information or explanation as may benecessary.

99. An Operator who fails to comply with an obliga-tion imposed under this Part or regulations made underthis Act commits an offence and is liable on summaryconviction to a fine of five million dollars and wheresuch offence is committed with the consent orconnivance of or is attributable to any neglect onthe part of any director or officer of the Operator,that person also commits an offence and is liable onsummary conviction to a fine of five million dollars andto imprisonment for five years.

Sanctions

Oversight powers ofthe Central Bank

Equal Treatment


100. The Central Bank may enter into co-operation orinformation-sharing arrangements with any local orforeign regulatory agency or body that oversees pay-ment systems where the Central Bank is satisfied thatany information disclosed to such agency or body will bekept confidential and used strictly for the purpose forwhich it was disclosed.

Division 2— Soundness of Payment Systems

101. (1) Upon knowledge of External Administrationin respect of any Participant the Inspector shallpromptly notify the Governor of such fact.

(2) Upon receiving the notification referred to insubsection (1), the Central Bank shall promptly notifythe relevant Operator of the commencement of the saidExternal Administration.

102. (1) Notwithstanding the Companies Act and theBankruptcy Act the commencement of ExternalAdministration in respect of a Participant shall haveno retroactive effect on the subsisting rights andobligations of another Participant arising from, or inconnection with its participation in a Protected System.

(2) External Administration in respect of aParticipant shall only affect those rights and obligationsof another Participant arising from, or in connectionwith its participation in a Protected System, from thetime which the Operator of the Protected System wasnotified of the commencement of such ExternalAdministration pursuant to section 101.

103. (1) Where, in a Protected System, the transferorders of a Participant have been entered in accordancewith the Rules and Procedures of that system priorto the notification of commencement of ExternalAdministration in respect of that Participant—

(a) the netting or settlement of such transferorders shall be enforceable and binding onthird parties, including the ExternalAdministrator and may not be undone, even

Notification ofExternalAdministration

No retroactive effectof ExternalAdministration

Definitive characterof payments

Inter-Institutionalco-operation


Validity andenforceability ofFinancial collateralArrrangements

where such netting or settlement occursafter the commencement of the ExternalAdministration; and

(b) neither the Participant, the ExternalAdministrator of the Participant nor a thirdparty may revoke such transfer orders.

(2) Subsection (1)(a) does not prevent aParticipant or a third party from exercising a right orclaim resulting from the underlying transaction, whichthey may have in law, to recovery or restitution inrespect of a transfer order which has entered thesystem.

104. (1) Notwithstanding the commencement ofExternal Administration in respect of a Participant, theOperator or Settlement Agent of a Protected Systemmay use funds or securities available on the SettlementAccount of that Participant in order to settle the trans-fer orders entered into the system prior to the Operatorbeing notified of the commencement of such ExternalAdministration pursuant to section 101.

(2) Notwithstanding the commencement ofExternal Administration in respect of a Participant, theOperator or Settlement Agent of a Protected Systemmay use any credit facility of that Participant connectedto the system, in order to settle the transfer ordersentered into the system prior to the Operator being noti-fied of the commencement of External Administrationagainst the Participant pursuant to section 101.

(3) No Settlement Account, nor any amountcredited on such account, or destined to be credited onsuch account, may be seized or attached by any partyother than the Settlement Agent in whose books suchaccount is held.

105. Financial Collateral Arrangements, includingpledges of cash, which are effected in relation to aProtected System and perfected prior to commencement

Use of SettlementAccount


Validity andenforceablility ofClose-out NettingArrangements

Substitution andtopping-up ofFinancial Collateral

of External Administration are valid, enforceable andbinding on third parties, including the ExternalAdministrator of a party to such arrangements.

106. Close-out Netting Arrangements which areeffected in relation to a Protected System, are valid,enforceable and binding on third parties, including theExternal Administrator of a party to such arrange-ments, notwithstanding—

(a) the commencement or continuation of anyExternal Administration in respect ofa party to the Close-out NettingArrangements; or

(b) any purported assignment, judicial or otherattachment, the creation of any encum-brance or any other interest, in relation tothe rights which are subject to the Close-outNetting Arrangement, or other dispositionof or in respect of such rights.

107. The provision of Financial Collateral, additionalFinancial Collateral, or substitute or replacementFinancial Collateral, pursuant to an obligation or rightto do so contained in the Financial CollateralArrangement is not invalid and shall not be reversed ordeclared void on the sole basis that—

(a) such provision was made on the same dayof, but prior to, the commencement of,External Administration in respect of theparty making the provision; or

(b) the relevant financial obligations wereincurred prior to the date of the provision ofthe Financial Collateral, additionalFinancial Collateral or substitute orreplacement Financial Collateral.

108. The pledge of Financial Collateral is validlyperfected between parties and against third partiesonce the Financial Collateral is delivered, transferred,

Perfectiion ofpledged FinancialCollateral


held, registered or otherwise designated so as to be inthe possession or under the control of the collateraltaker or a person acting on behalf of the collateral taker.

109. (1) Notwithstanding the commencement ofExternal Administration in respect of the pledgor andsubject to the terms of the pledge agreement, a pledgeemay enforce Financial Collateral pledged in his favourin the following manner:

(a) where cash is pledged, by setting off theamount against or applying it in dischargeof the guaranteed obligation; or

(b) where securities, precious metals orcommodities, including derivatives on suchsecurities, precious metals or commoditiesare pledged, by the sale thereof and bysetting off the value against, or applyingthe value in discharge of the guaranteedobligation.

(2) No prior approval by the Court or anyother formality is required for enforcement undersubsection (1).

110. Where securities are held in a securities account(“book entry securities”), the following issues shall begoverned by the law of the jurisdiction in which theRelevant Securities Account is maintained:

(a) the legal nature and proprietary effects ofbook-entry securities;

(b) the requirements for perfecting a FinancialCollateral Arrangement relating to book-entry securities;

(c) the steps required for the enforcement ofFinancial Collateral Arrangements relatingto book-entry securities; and

Enforcement ofpledged FinancialCollateral

PrivateInternational Law


(d) whether a person's title to or interest inbook-entry securities is overridden or subor-dinated to a competing title or interest, or agood faith acquisition has occurred.

111. In the event of the commencement of ExternalAdministration in Trinidad and Tobago in respect of aParticipant in a Protected System, the rights andobligations arising from, or in connection with the par-ticipation of that Participant in such system shall beentirely determined and governed by the laws ofTrinidad and Tobago.

PART XIII

APPEALS

112. (1) A Judge in Chambers shall have jurisdictionto hear and determine appeals in respect of the mattersset out in subsection (2).

(2) Any person who is aggrieved by a decision ofthe Central Bank or the Inspector—

(a) to refuse an application for a licence;(b) to revoke a licence otherwise than in a case

in which revocation is mandatory undersection 23(14);

(c) to restrict a licence in any particularmanner or to vary any restrictions of alicence;

(d) which in the opinion of a licensee, might becontrary to any provision of this Act;

(e) to issue compliance directions undersection 86;

(f) to give a direction under section 24(2) or27(l);

(g) to disqualify any person under section 33(2),from being a director or officer on theground that he is not a fit and properperson;

Jurisdiction to hearappeals

Governing law


(h) to deem a controlling shareholder no longerfit and proper under section 71(9);

(i) to require any person to reduce his entitle-ment to exercise or control fifty per cent ormore of the voting power of a licensee oranother company of which the licensee is asubsidiary under section 71(9);

(j) to refuse an application for a merger undersection 73(6)(b);

(k) to refuse to issue a permit to an acquirerunder section 74(5)(b);

(l) to deem an acquirer no longer fit and prop-er under section 74(10);

(m) to require any person to reduce his entitle-ment to exercise or control ten per cent ormore of the voting power of a licensee oranother company of which the licensee is asubsidiary under section 74(10);

(n) to deem a significant shareholder no longerfit and proper under section 72(7); and

(o) to require any person to reduce his entitle-ment to exercise or control twenty per centor more of the voting power of a licensee oranother company of which the licensee is asubsidiary under section 72(7),

may appeal against the decision to a Judge inChambers.

(3) Any person who is aggrieved by a decision ofthe Minister to refuse—

(a) an application for a merger under section73(9)(b); or

(b) to issue a permit to an acquirer undersection 74(8)(b),

may appeal against the decision to a Judge inChambers.


(4) During the pendency of an appeal, any order,decision or direction made or given by the Central Bankshall continue in force and be binding unless, on aninter partes application, the Judge is satisfied thatexceptional circumstances exist that warrant the grantof a stay of any further action by the Central Bank inrespect of any such order, decision or direction, for suchperiod as the judge considers appropriate.

(5) Where—(a) the ground for a decision under subsection

(2)(a), (c), (h), (l) or (n) is that the criterionin paragraph A of the Second Schedule isnot or has not been fulfilled; or

(b) the effect of a decision under subsection(2)(c), (d), (f) or (g) is to require the removalof a person as director or officer of alicensee,

the person to whom the ground relates or whoseremoval is required may appeal to a Judge in Chambersagainst the finding that there is such a ground for thedecision or, as the case may be, against the decision torequire his removal.

(6) A person referred to in subsections (2), (3)and (5) may, within fifteen days of his receipt of the noti-fication of the decision or the finding as the case may be,file with the Registrar of the Supreme Court, an appealagainst such decision or finding, setting forth theground of appeal.

113. Subject to this Part, the procedure fordetermining appeals shall be in accordance with theCivil Proceedings Rules of the Supreme Court ofJudicature.

114. (1) On an appeal, the appellant and the CentralBank as respondent may appear in person or berepresented by counsel or by any other person.

Procedure on appeal

Determination ofappeals


(2) In determining an appeal, the Judge inChambers may confirm, reverse or vary an order,decision or direction made or given by the CentralBank.

115. The Judge in Chambers may give such directionsas he thinks fit as to the payment of costs or expenses byany party to the appeal as he deems fit.

PART XIV

SUPPLEMENTARY

116. Any Order, notice or other subsidiary legislationmade pursuant to the Banking Act or the FinancialInstitutions (Non-Banking) Act, shall, if in force at thecommencement of this Act, continue in force untilreplaced by other subsidiary legislation made under thisAct.

117. (1) Any person who, in purported compliancewith any requirement under this Act or regulationsmade thereunder, furnishes any information, providesany explanation or makes any statement which heknows or has reasonable cause to believe to be false ormisleading in a material particular is guilty of anoffence.

(2) A person who fails to comply with this Actor regulations or by-laws made under this Act for whichno penalty is expressly provided in the provisions of theAct or in the Fourth Schedule, commits an offenceand is liable on summary conviction to a fine of sixhundred thousand dollars and to imprisonment for twoyears.

(3) In any proceedings for an offence under thisAct it shall be a defence for the person charged to provethat he took all reasonable precautions and exercised alldue diligence to avoid the commission of the offence byhimself or by any person under his control.

Costs, or expenses onappeal

Saving

Offences andpenalty


(4) In any proceedings for an offence under thisAct or regulations made thereunder where it is provedthat the person charged intended to deceive, defraud orprofit significantly from the offence, the penalty shall bea fine ten times the amount stipulated in subsection (2)or imprisonment for twenty years and this penalty shallbe in addition to any other penalty under this Act.

(5) The Court may, in addition to anyother punishment it may otherwise impose undersubsection (4)—

(a) order the person to comply with the require-ment in respect of which the person wasconvicted;

(b) where it is satisfied that as a result of thecommission of the offence the convictedperson acquired any monetary benefits orthat monetary benefits accrued to theconvicted person’s spouse or other depen-dant, order the convicted person topay restitution to the party deceived ordefrauded, in an amount equal to theCourt’s estimation of those monetarybenefits.

(6) Where an offence committed by a company isproved to have been committed with the consent orconnivance of, or to be attributable to any neglect on thepart of any director or officer of the company, or anyperson who was purporting to act in any such capacity,he, as well as the company, commits an offence andis liable to be proceeded against and punishedaccordingly.

(7) Where a person is convicted of an offenceunder this Act, the Court may, in addition to anypunishment it may impose, order that person to complyor do anything that is required to be done to comply withany provision of this Act or any regulation for thecontravention of which he has been convicted.


118. (1) A person who perpetrates a fraud ondepositors is guilty of an offence.

(2) A director or officer of a licensee that—(a) falsifies the accounts of the licensee which

leads to a loss of depositors’ funds;(b) uses depositors' funds for his own benefit or

for the benefit of his relatives and personsconnected with him which leads to a loss ofdepositors’ funds;

(c) provides to the Central Bank false or mis-leading financial data or other relevantinformation with the intent to conceal thetrue financial position of a licensee;

(d) does anything which is in contravention ofthis Act, regulations or by-laws madethereunder and which leads to a loss todepositors,

commits a fraud on depositors.

(3) A person found guilty of an offence under thissection is liable on summary conviction to a fine of tenmillion dollars and to imprisonment for ten years.

119. (1) Summary proceedings for an offence underthis Act may, without prejudice to any jurisdiction exer-cisable apart from this subsection, be taken against alicensee, including an unincorporated body, and a finan-cial holding company in any place at which it has a placeof business, and against an individual in any place atwhich he is for the time being located.

(2) Notwithstanding anything in any other lawto the contrary, any complaint relating to an offenceunder this Act which is triable by a Magistrate’s Courtin Trinidad and Tobago may be so tried if it is laid atany time within three years after the commission of theoffence or within eighteen months after the relevantdate.

Fraud on depositors

Jurisdiction andlimitation


Evidence

(3) In this section, the “relevant date” means thedate on which evidence sufficient in the opinion of theCentral Bank to justify the institution of summaryproceedings comes to its knowledge.

(4) For the purpose of subsection (3), a certifi-cate as to the date on which evidence referred to insubsection (3) came to the knowledge of the CentralBank shall be conclusive evidence of that fact.

120. (1) In any proceeding, any document referred toin subsection (2) and certifying—

(a) that a particular person is or is not alicensee or was or was not licensed at aparticular time;

(b) the date on which a particular licenseebecame or ceased to be licensed;

(c) whether or not a particular licensee’slicence is or was restricted;

(d) the date on which a restricted licenceexpires or expired; or

(e) any other fact or matter relating to alicensee,

shall be admissible in evidence and, shall be sufficientevidence of the facts stated in the document.

(2) The documents admissible in evidencepursuant to subsection (1) are—

(a) a certificate signed by the Governor;(b) a true copy of or extract from a document

certified as such by the Governor or aDeputy Governor; and

(c) a copy of the Gazette and in at least twodaily newspapers published and circulatedin Trinidad and Tobago purporting tocontain the document.


Offences andpenalties

121. (1) Subject to section 123, there are exempt fromthe provisions of this Act

(a) the institutions listed in Part I of the ThirdSchedule;

(b) the types of business of a financial nature ofthe institutions set out in Part II of theThird Schedule.

(2) With effect from 31st December, 1979 theprovisions of the Money Lenders Act do not apply tolicensees.

PART XV

MISCELLANEOUS

122. (1) The Central Bank may issue to any personwho, there is reasonable cause to believe, has committedan offence referred to in the Fourth Schedule, a Noticeoffering the person the opportunity to discharge anyliability to conviction in respect of that offence bypayment of the fixed penalty specified for the offence inthe Fourth Schedule.

(2) Where a person is given a Notice under thissection, criminal proceedings shall not be taken againsthim for the offence specified in the Notice until theexpiration of twenty-one days commencing from the dayafter which the Notice was served.

(3) Where a person fails to pay the fixed penaltyreferred to in subsection (1) or where he continues tocommit the offence after the expiration of twenty-onedays following the date of receipt of the Notice referredto in subsection (1) that person is liable on summaryconviction for the original offence committed.

(4) Payment of a fixed penalty under this sectionshall be made to the Comptroller of Accounts and in anycriminal proceedings against an offender referred to inthis section. A certificate that payment of the penalty

Exemptedinstitutions

Fourth Schedle


was or was not made to the Comptroller by the specifieddate shall, if the certificate purports to be signed by theComptroller, be admissible as evidence of the factsstated therein.

(5) A Notice under subsection (1) shall—(a) specify the offence alleged;(b) give such particulars of the offence as are

necessary for giving reasonable informationof the allegation; and

(c) state—(i) that criminal proceedings shall

not be laid until the expiration oftwenty-one days from the date ofreceipt of the Notice wherepayment of the fixed penalty ismade and the commission of theoffence is discontinued; and

(ii) the amount of the fixed penaltyand the fact that it is to be paidto the Comptroller of Accountswhose address is to be stated.

(6) In any proceedings for an offence to whichthis section applies, no reference shall be made to thegiving of any notice under this section or to the paymentor non-payment of a fixed penalty thereunder unless inthe course of the proceedings or in some documentwhich is before the court in connection with theproceedings, reference has been made by or on behalf ofthe accused to the giving of such a Notice, or, as the casemay be, to such payment.

(7) The Minister may, by Order, provide for anymatter incidental to the operation of this section, and inparticular, any such Order may prescribe—

(a) the form of Notice under subsection (2);


Transactions andrights intact

(b) the nature of the information to befurnished to the Comptroller of Accountsalong with any payment; and

(c) the arrangements for the Comptroller tofurnish to the Inspector, information withregard to any payment or non-paymentpursuant to a Notice under this section.

123. Notwithstanding section 121, the Central Bankmay, at the request of the Minister, require informationfrom, enquire into, and examine the affairs of anyfinancial institution mentioned in the Third Schedule.

124. A person who without reasonable excuse alters,suppresses, conceals, destroys or refuses to produce anydocument which he has been required to produce inaccordance with this Act or any regulation thereunder,or which he is liable to be so required to produce,commits an offence and is liable on summary convictionto a fine of ten million dollars and to imprisonment forten years.

125. The Central Bank may revoke the permitor licence of a person issued or granted to him inaccordance with this Act where that person hasbreached a condition of the permit or licence.

126. The Central Bank may refuse to renew anylicence or permit or grant approval or authorize anyaction pursuant to its powers under this Act where theapplicant is in breach of or has not complied with anyprovision of this Act.

127. A licensee shall, no later than three months afterthis Act comes into force, enroll in an Alternate DisputeResolution Scheme approved by the Central Bank.

128. Subject to this Act and notwithstanding that itmay constitute an offence, no transaction shall beinvalid and the rights of any party to the transactionshall not be affected by reason only of a contravention ofthe provisions of this Act.

Power of CentralBank to requireinformation

Revocation of permitor licence

Refusal re-licenceor permit

Alternate DisputeResolution Scheme

Offence to suppressinformation


129. The Financial Institutions Act, 1993 is repealed.

130. Notwithstanding section 116, the FinancialInstitutions (Non- Banking) Regulations, 1981 and theBanking Regulations are repealed.

131. Section 52(2)(b) shall come into force on a date tobe appointed by the President by Order published in theGazette and in at least two daily newspapers publishedand circulated in Trinidad and Tobago.

132. The Central Bank Act is amended in the mannerspecified in the Seventh Schedule.

FIRST SCHEDULE(Section 17)

Class Activities

1. Confirming House or Confirming, accepting orAcceptance House financing import and export

bills

2. Finance Company Hire Purchase and InstallmentCredit

Accounts receivableTrade and inventory financingfactoringBlock discounting

3. Leasing Corporation Lease financing4. Merchant Bank Floating and underwriting

stocks, shares and bondsLoans syndicationDealing in goldProviding consultancy and

investment managementservices and corporateadvisory services

Acceptance creditProject FinancingLease financingForeign exchange dealingInter-bank financing

Act No. 18 of 1993repealed

Act No. 49 of 1981repealed

Commencement ofsection 52(2)(b)

Chap. 79;02amended


Class Activities

5. Mortgage Institutions Mortgage lending

6. Trust Company Managing Trust FundsPerforming duties of trustees,

executor or administrator and attorney

Administration of Pension Funds

Mortgage lending7. Unit Trust Providing facilities for the

participation by persons asbeneficiaries under a trust orother scheme, in profitsor income arising fromthe acquisition, holding,management or disposal ofsecurities or any otherproperty whatever.

8. Financial Services Providing financial servicesrelating to future andcontingent liabilities in rela-tion to foreign exchange andcommodities.


SECOND SCHEDULE

Sections 20(b), 23(1)(a), 25(3), 29(4), 33(2)(c), 50(10)(a),70(1)(d), 70(2)(a), 71(7) and (9), 72(5), 72(7), 73(4)(b), 74(3)(a), 78(4)and 112(5)(a)A. Fit and Proper

Directors controlling shareholders, significant shareholders,acquirers and officers to be fit and proper persons.

(1) Every person who is, or is to be, a director, controllingshareholder, significant shareholder, acquirer orofficer of the licensee must be a fit and proper personto hold the particular position which he holds or is tohold.

(2) In determining whether an individual is a fit andproper person to hold any particular position, regardshall be had to his probity, to his competenceand soundness of judgment for fulfilling the responsi-bilities of that position, to the diligence with which heis fulfilling or likely to fulfil those responsibilities andto whether the interests of depositors or potentialdepositors of the licensee are, or are likely to be, in anyway threatened by his holding that position.

(3) Without prejudice to the generality of the foregoingprovisions, regard may be had to the previous conductand activities in business or financial matters of theindividual in question and, in particular, to anyevidence that he has—

(a) been convicted of an offence involving fraud orother dishonesty or violence;

(b) contravened any provision made by or underan enactment appearing to the Central Bankto be designed for protecting members of thepublic against financial loss due to dishonesty,incompetence or malpractice by persons con-cerned in the provision of banking, insurance,investment or other financial services or themanagement of companies or against financialloss due to the conduct of discharged or undis-charged bankrupts;

(c) engaged in any business practices appearingto the Central Bank to be deceitful or oppres-sive or otherwise improper (whether unlawfulor not) or which otherwise discredit hismethod of conducting business;


(d) an employment record which leads the CentralBank to believe that the person carried out anact of impropriety in the handling of hisemployer's business;

(e) engaged in or been associated with any otherbusiness practices or otherwise conductedhimself in such a way as to cast doubt on hiscompetence and soundness of judgment.

(4) In determining whether a company is a fit and properperson to be a controlling shareholder or significantshareholder, regard shall be had to, but not limited by,the following criteria:

(a) whether the directors of the company havesatisfied the fit and proper criteria set out inparagraphs (1) to (3);

(b) whether the company has been found guilty ofinsider trading or fraud involving trading insecurities by local or foreign authorities;

(c) whether the company has been convicted of anoffence under this Act;

(d) whether in the opinion of the Central Bankthe company has not carried on its business ina prudent manner;

(e) whether in the opinion of the Central Bankthe company is insolvent or is likely to becomeinsolvent;

(f) whether the company has suspended or isabout to suspend payment in respect of, or isunable to meet its obligations, as they fall due;

(g) whether in the opinion of the Central Bankthe affairs of the company or any associatedperson are being conducted in a mannerprejudicial to the soundness of the financialinstitution in question or the financial systemof Trinidad and Tobago; and

(h) any other matter which the Central Bank mayprescribe.

(5) In determining whether a company has carried on itsbusiness in a prudent manner under paragraph 4(d),the Central Bank shall take into consideration—

(a) the capital of the company in relation to thesize and nature of the business or proposedbusiness of the licensee;


(b) loan concentration or proposed loan concentra-tion and risk exposures or proposed riskexposures in the company and the licensee;

(c) separation of the business or proposedbusiness of the company and the licensee fromother business and from other interests of anycontrolling shareholder or significant share-holder of the company;

(d) internal controls and accounting systems orproposed internal controls and accountingsystems of the company;

(e) risk management systems and policies orproposed risk management systems andpolicies of the company and the licensee;

(f) arrangements for any business, or functionsrelating to any business, of the company or thelicensee to be carried on by any person otherthan the company or the licensee; and

(g) such other matters as the Central Bank mayprescribe.

B. Business to be directed by at least two individuals

At least two individuals with sufficient experience andknowledge of the business to direct effectively the business of thelicensee or the financial holding company.

C. Composition of board of directors

In the case of a company incorporated in Trinidad and Tobagothe directors shall include such number (if any) of directors withoutexecutive responsibility for the management of its business as theCentral Bank considers appropriate having regard to the circum-stances of the licensee and the nature and scale of its operations.The directors shall be selected from amongst persons drawn fromdiverse occupations, and the overall composition of the boardshould reflect a reasonable mix of skills and experience, in mattersrelating to finance, economics, accountancy, industry, commerce,law or administration.

D. Business to be conducted in prudent manner

(1) The licensee must conduct, or, in the case of a companywhich is not yet carrying on the business of banking or business ofa financial nature, will conduct its business in a prudent manner.


(2) A licensee shall not be regarded as conducting its businessin a prudent manner unless it maintains or, as the case may be, willmaintain net assets which, together with other financial resourcesavailable to the licensee are of such nature and amount as areconsidered by the Central Bank to be—

(a) commensurate with the nature and scale of thelicensee's operations;

(b) appropriate to the types and classes of businessoperations in which the licensee is involved; and

(c) sufficient to safeguard the interests of its depositorsand potential depositors, having regard to the particu-lar factors mentioned in subparagraph (3) and anyother factors appearing to the Central Bank to berelevant.

(3) The particular factors referred to in subparagraph (2)(c)are—

(a) the nature and scale of the licensee's operations; (b) the type and class of business in which the licensee is

involved; and(c) the risks inherent in those operations and in the

operation of any affiliate so far as is capable ofaffecting the licensee.

(4) A licensee shall not be regarded as conducting its businessin a prudent manner unless it maintains or, as the case may be, willmaintain adequate liquidity, having regard to the relationshipbetween its liquid assets and its actual and contingent liabilities, tothe times at which those liabilities will or may fall due andwhen its assets mature, to the factors mentioned in subparagraph(3) and to any other factors appearing to the Central Bank to berelevant.

(5) For the purposes of subparagraph (4) the Central Bankmay, to such extent as it thinks appropriate, take into accountas liquid assets, assets of the licensee and facilities available to itwhich are capable of providing liquidity within a reasonableperiod.

(6) A licensee shall not be regarded as conducting its businessin a prudent manner unless it makes or, as the case may be, willmake adequate provision for depreciation or diminution in thevalue of its assets (including provision for bad or doubtful debts),for liabilities which will or may fail to be discharged by it and forlosses which it will or may incur.


(7) A licensee will not be considered as having made adequateprovision in respect of bad or doubtful debts where it does notestablish an appropriate reserve (loss reserve) in respect of all suchbad or doubtful debts.

(8) Where payment of principal or interest which is due andpayable on any credit exposure granted by a licensee has not beenmade or effected for a period of three months, such credit exposureshall be considered non-performing unless it is fully secured and isin the process of collection.

(9) A licensee shall not be regarded as conducting its businessin a prudent manner unless it maintains or, as the case may be, willmaintain adequate systems of control of its business and records.

(10) Records and systems shall not be regarded as adequateunless they are such as to enable the business of the licensee to beprudently managed and the licensee to comply with the dutiesimposed on it by or under this Act; and in determining whetherthose systems are adequate, the Central Bank shall have regard tothe functions and responsibilities in respect of them of any suchdirectors of the licensee as are mentioned in paragraph C.

(11) Subparagraphs (2) to (10) are without prejudice to thegenerality of subparagraph (1).

(12) For the purposes of this paragraph “net assets”, in relationto a company, means stated capital and reserves.

E. Integrity and Skills

The business of the licensee or financial holding company is, orin the case of an institution which has applied for a licence or apermit, will be carried on with integrity and the professional skillsappropriate to the nature and scale of its activities.

F. Minimum net assets

(1) The institution will at any time when a licence is grantedto it have net assets amounting to not less than fifteen milliondollars (or an amount of equivalent value denominated wholly orpartly in a currency acceptable to the Central Bank other thanTrinidad and Tobago currency).

(2) In this paragraph “net assets”, means stated capital.

(3) The Central Bank may vary the sum specified inparagraph (1).


G. Other matters for consideration:

(1) The nature and sufficiency of the financial resources of theproposed controlling shareholder or proposed acquirer as a sourceof continuing financial support for the licensee.

(2) The soundness and feasibility of the proposed controllingshareholder or proposed acquirer for the future conduct anddevelopment of the licensee’s business.

(3) The business record and experience of the proposedcontrolling shareholder or the proposed acquirer.

(4) The interests of the financial services industry in Trinidadand Tobago.

THIRD SCHEDULE(Sections 121 and 123)

PART I

EXEMPTED INSTITUTIONS

(In respect of those institutions established by statute, thisexemption applies to those activities which they are allowed toconduct under their constituent Acts).

Chap. 79:04 1. The Trinidad and Tobago Post OfficeSavings Bank established under thePost Office Savings Bank Act.

Chap. 82:07, 79:07 2. The Agricultural Development Bankof Trinidad and Tobago establishedunder the Agricultural DevelopmentBank Act.

Chap. 33/38 No. 1 3. Any Society registered under theChap 33:04 Building Societies Act.

Chap. 32:50 4. Any Society registered under theFriendly Societies Ordinance.

Chap 81:03 5. Any undertaking registered under theCo-operative Societies Act.

Chap. 32:01 6. The Board of Management incor-porated under the NationalInsurance Act.

7. Caribbean Leasing Company Limited


8. The Trinidad and Tobago MortgageFinance Company Limited

Chap. 83:03 9. The Unit Trust Corporation ofTrinidad and Tobago incorporatedunder the Unit Trust Corporation ofTrinidad and Tobago Act.

PART II

EXEMPTED ACTIVITIES

Institutions Activities

Export-Import Bank of (a) The business of aTrinidad and Tobago Confirming House,Limited. Acceptance House,

Finance House or Finance Company;

(b) Financial Services Activities as described in para-graph 8 of the First Schedule.

Chap. 83:02 A securities Company (a) The business of registered under the repurchase agree-Securities Industry Act ments; and

(b) Lending and borrowing againstsecurities as definedin the SecuritiesIndustry Act.

Chap. 84:01 Insurance Companies (a) The co l l e c t i onregistered of funds in the under the Insurance Act. form of premiums

for the purpose ofinsurance business

(b) The activities setout in paragraphs 5, 6 and 7 of the First Schedule.


FOURTH SCHEDULE

ADMINISTRATIVE FINES

Offences in Respect of which Criminal Liability may bedischarged by payment of an Administrative Fine

$500,000 $125,000Plus $50,000per day for eacheach day thatthe offence continues

$500,000 $125,000Plus $50,000per day for eacheach day thatthe offence continues

$500,000 $125,000

$500,000 $125,000

$500,000 $125,000

.

SectionAdministrive

Fine(Licensee)

AdministriveFine

(Individual)

General Description ofOffence

Criminal Penalty(Applicable only on

summaryconviction)

31(1) Making an alteration toarticles of incorporation,continuance, by-laws orother constituent docu-ments without notifyingand receiving the approval ofthe Inspector.

31(4) Failure of a licensee tosubmit to the CentralBank copies of alteredarticles of incorporation,continuance, by-laws orother constituent documents.

34(1) Director of a licensee orfinancial holding companyvoting at a meeting of theBoard of Directors or acommittee of the board ofdirectors of that licenseeor financial holdingcompany on a contractwhich would result in adirect or indirect financialbenefit.

35(3) Failure of a Director of alicensee to submit to theCentral Bank reasons forresignation or departurefrom office, or, thereasons why he opposesany proposed action orresolution.

36(1) Failure of a licenseeto appoint an audit com-mittee as constitutedunder this section.


FOURTH SCHEDULE—Continued

SectionAdministrive

Fine(Licensee)

AdministriveFine

(Individual)



summaryconviction)

37(1) Failure of a licenseeor financial holding com-pany to submit to theCentral Bank the annualreport as described underthis section.

38(1) Failure of a licensee toestablish and maintainwritten policies and pro-cedures for transactionsbetween the licensee andconnected parties, con-nected party groups, andemployees who are notconnected parties, and,failure to periodicallyreview such policies, pro-cedures and transactionsto ensure compliance.

38(2) Failure of a licensee toprovide the Central Bankwith the policies and pro-cedures, and with theresults of the compliancereviews referred to in sec-tion 38 (1)

39 Failure to establish andmaintain documentedinformation systems.

40(1) Failure of a licensee toestablish and maintainadequate internal con-trols, safety and securitymeasures and document-ed operational standards.

41(3)(b) Acquisition by a licenseeof land or any interest inland except as prescribedin this section.

41(3)(c) Beneficially holding landor any interest in landacquired (by a licensee) inthe course of satisfactionof debts due to itfor longer than fiveyears from the date ofacquisition.

$400,000Plus $40,000 perday for each daythat the offencecontinues

$5000,000

$400,000

Plus $40,000 perday for each daythat the offencecontinues

$500,000

$500,000

$500,000

$500,000


$100,000

$125,000

$100,000

$125,000

$125,000

$125,000

$125,000


SectionAdministrive

Fine(Licensee)

AdministriveFine

(Individual)



summaryconviction)

41(3)(d) Acquisition by a licenseeof its own shares or theshares of a holding com-pany, financial holdingcompany or subsidiary ofthe licensee.

41(3)(e) Dealing, underwriting, orgranting credit exposuresby a licensee on thesecurity of its own sharesor the shares of aholding company, finan-cial holding company orsubsidiary of the licensee.

42(1) Incurring of a credit expo-sure by a licensee to a per-son or borrower group inan aggregate amount thatexceeds twenty-five percent of its capital baseexcept as prescribed bythis section.

42(3) Incurring, by a licensee ofany large exposure wherethe aggregate principalamount of all large expo-sures would exceed eighthundred per cent ofthe capital base of thelicensee.

42(6)(b) Failure of a licensee toreduce credit exposure,increase capital, or makeadequate provision forpotential losses as pre-scribed by this section.

42(8) Failure of a licensee tonotify the Central Bank ofall credit exposures topersons and borrowergroups which are inexcess of the fixed limits,and of the measures thatshall be taken to reducethe credit exposures thatare in excess of the fixedlimits or to increasecapital.

$500,000

$500,000

$500,000

Plus $50,000 per dayfor each day that theoffence continues

$500,000


$500,000

$400,000


$125,000

$125,000

$125,000

$125,000

$125,000

$100,000



SectionAdministrive

Fine(Licensee)

AdministriveFine

(Individual)



summaryconviction)

43(1) Failure of a licensee tocomply with the generallimit on credit exposuresto connected parties.

43(3) Incurring of credit expo-sure, by a licensee, to adirector or officer or theirrelatives in an amountgreater than two per centof the capital base of thelicensee or two years’emoluments of the direc-tor or officer whichever isthe lesser.

43(5) Incurring of a credit expo-sure, by a licensee, to aconnected party or con-nected party group onterms and conditionsmore favourable than theterms and conditionson which such creditexposure is offered to thepublic, or without theapproval of the board ofdirectors.

43(6) Failure of a licensee tonotify the Central Bank ofall credit exposures topersons and borrowergroups which are inexcess of the limit on cred-it exposures to connectedparties.

43(8) Failure of a licensee tocomply with the order ofthe Central Bank to setaside or give effect to acredit exposure, or reducea credit exposure to aconnected party.

$500,000Plus $50,000 per dayfor each day that theoffence continues

$500,000

$500,000

$400,000


$500,000

$125,000

$125,000

$125,000

$100,000

$125,000


45(7) Failure of a licensee tonotify the Central Bankof shares held in aninsurance company andshares and ownershipinterests held in excess ofany limit imposed by thissection.

47(1) Failure of a licensee tocomply with the restric-tions on dividends as setout in this subsection.

47(2) Failure of a licensed for-eign institution to main-tain assets in Trinidadand Tobago, in cash orapproved securities, of avalue equal to one hun-dred and five per cent ofliabilities in Trinidad andTobago.

48(1) Failure of a licensee tocomply with the limits onfinancing for shares heldin trust as set out in thissubsection.

48(2) Failure of a licensee tonotify the Central Bankof any holding by atrustee of shares in thelicensee in excess of thelimits on financing forshares held in trust as setout in section 48(1), andfailure to dispose of suchexcess shares within suchtime as the InspectorSpecifies to bring thelicensee into compliancewith section 48(1).

50(3) Failure of a licenseddomestic institution toobtain the prior approvalof the Central Bankbefore establishing,acquiring or opening abranch or representativeoffice outside Trinidadand Tobago, or closing orrelocating a branch out-side Trinidad andTobago.

SectionAdministrive

Fine(Licensee)

AdministriveFine

(Individual)



summaryconviction)

$400,000


$500,000

$500,000

$500,000

$400,000

Plus $40,000 perday for each daythat the offence con-tinues

$500,000

$100,000

$125,000

$125,000

$125,000

$100,000

$125,000




50(4) Failure of a licenseddomestic institution togive notice in writing tothe Central Bank beforeestablishing, acquiring oropening a branch or rep-resentative office inTrinidad and Tobago, orclosing or relocating abranch in Trinidad andTobago or a representa-tive office in or outsideTrinidad and Tobago.

50(5) Failure of a foreign finan-cial institution to obtainthe prior approval of theCentral Bank beforeestablishing, acquiring oropening a representativeoffice or an additionalbranch in Trinidad andTobago, or closing or relo-cating a branch inTrinidad and Tobago, andfailure of a foreign finan-cial institution to givenotice in writing to theCentral Bank beforeclosing or relocating arepresentative office inTrinidad and Tobago.

53(2) Issuing, by a licensee, of amisleading or objection-able advertisement.

56 Failure of a licensee tohold and maintain aStatutory Reserve Fundas prescribed by thissection.

60 (1) Incurring of deposit lia-bilities (by a licensee) ofan amount exceedingtwenty times the sum ofstated capital or assignedcapital and StatutoryReserve Fund.

SectionAdministrive

Fine(Licensee)

AdministriveFine

(Individual)



summaryconviction)

$400,000

$500,000

$500,000Plus $40,000 perday for each daythat the offencecontinues

$500,000

$500,000

$100,000

$125,000

$125,000

$125,000

$125,000


66(5) Failure of a licensee orfinancial holding compa-ny to publish notice of thepassing of a resolution forvoluntary winding-upand to give notice, in thecase of a licensee, toits depositors andcustomers.

71(4) Failure of the sharehold-er of a licensee to providethe Central Bank withthe information request-ed under this sectionwithin such time as maybe specified.

75(4) Failure of a licenseeor financial holding com-pany to submit to theInspector a list of benefi-cial and nominee share-holders who hold directlyor indirectly sharehold-ings of five per cent ormore of issued share cap-ital, and any agreementwith respect to the votingof shares of the licenseeor financial holdingcompany.

76(1) Failure of a licenseeto publish inactiveaccounts.

77(1) Failure of a licenseeor financial holding com-pany to submit tothe Central Bank consoli-dated financial state-ments duly audited by acertified auditor.

77(5) Failure of a licensed for-eign institution to submitto the Inspector withinthe prescribed timeaudited financial state-ments and managementaccounts verified bytwo directors.

SectionAdministrive

Fine(Licensee)

AdministriveFine

(Individual)



summaryconviction)

$500,000

Plus $50,000 perday for each daythat the offence con-tinues

$400,000Plus $40,000 perday for each daythat the offence con-tinues




$500,000

$125,000

$100,000

$125,000

$75,000

$125,000

$125,000

Fourth Schedule—Continued



77(6) Failure of a licenseddomestic institution orfinancial holding companyto submit to the Inspectorwithin the prescribedtime audited financialstatements signed by twodirectors of the affiliateor other company or unin-corporated body.

78(1) Failure to comply with anotice to require informa-tion issued by the CentralBank.

78(2) Failure to comply with anotice to verify informa-tion.

79(1) Failure of a licensee tofurnish the Central Bankwith a report on all creditexposures.

80(1) Failure of a licensee orfinancial holding companyto publish audited finan-cial statements asprescribed by thissection.

80(2) Failure of a licensee tokeep open to inspectionaudited financial state-ments as prescribed bythis section.

81(6)(a) Failure of a licenseeor financial holding com-pany to serve on theCentral Bank notice ofintention to appoint anaccountant or firm ofaccountants to act asauditor.

SectionAdministrive

Fine(Licensee)

AdministriveFine

(Individual)



summaryconviction)

$500,000

$400,000

$500,000



$500,000

500,000

$125,000

$100,000 $100,000

$125,000

$100,000

$100,000

$125,000

$125,000



82(1) Failure of a licenseddomestic institution orfinancial holding compa-ny to give notice to theInspector of the removalor replacement of anauditor, and where a per-son ceases to be auditor,and failure to give rea-sons to the Central Bankfor such removal orreplacement.

82(2) Failure of a licensed for-eign institution to givenotice to the Inspector ofthe removal or replace-ment of an auditor beforethe expiration of hisengagement, and where aperson ceases to be audi-tor, and failure to givereasons to the CentralBank for such removal orreplacement.

84(2) Failure of a licenseeor financial holding com-pany to comply with addi-tional reporting require-ments as the CentralBank may prescribe inaddition to generallyaccepted aud i t ingstandards.

$500,000

$500,000

$300,000

$125,000

$125,000

$100,000

$75,000

SectionAdministrive

Fine(Licensee)

AdministriveFine

(Individual)



summaryconviction)


FIFTH SCHEDULE[Section 8(4)]

International Standards for the supervision of internationalbanking groups and their cross-border establishments.

1. All international banks to be supervised by a homecountry authority that capably performs consolidatedsupervision.

2. Creation of a cross-border banking establishmentshould receive the prior consent of both the hostcountry and the home country authority.

3. Home country authorities should possess the right togather information from their cross-border bankingestablishment.

4. If the host country supervisory authority considers thatany of those three standards is not being met, it couldimpose restrictive measures or prohibit the establish-ment of banking offices.


SIXTH SCHEDULEAPPLICATION AND ANNUAL FEES

1. The following fees shall be payable in accordance with theprovisions of this Act—

Matters in respect of Application Annual Feewhich fee is payable Fee

Local Financial Institutionlicensed to carry onBanking Business in accor-dance with section 16(3) ofthis Act.

Fo r e i g n F i n a n c i a lInstitution licensed tocarry on Banking Businessin accordance with section18(1) of this Act.

Local Financial Institutionlicensed to carry onBusiness of a FinancialNature in accordance withsection 17(6) of this Act.

F o r e i g n F i n a n c i a lInstitution licensed tocarry on Business of aFinancial Nature in accor-dance with section 18(1) ofthis Act.

Establishment, acquisitionor opening of aRepresentative Office or anadditional Branch by aF o r e i g n F i n a n c i a lInstitution under section50(5) of this Act.

TTD10,000

TTD10,000

TTD10,000

TTD10,000

TTD10,000

TTD100,000 payable nolater than the thirty-first day of January orsuch later date as maybe specified by theCentral Bank.






2. The Annual Fees within this Schedule shall be calculated ona prorata basis, where—

(a) a licence is issued for the first time; or (b) a branch is established; or

after the first quarter of any year.

3. All fees quoted in this Schedule may be reviewed annuallyby the Central Bank and may be amended in accordance withsection 13 of the Act.

Establishment, acquisitionor opening of a Branchor Representative Office ofa Licensed DomesticInstitution under section50(4) of this Act.

Establishment, acquisitionor opening of a Branch orRepresentative Office ofa Licensed DomesticInstitution under section50(3) of this Act.

Nil

TTD10,000


Nil

SIXTH SCHEDULE—Continued


SEVENTH SCHEDULE (Section 130)

AMENDMENTS TO THE CENTRAL BANK ACT, CHAP. 79:02

(a) in section 3—(i) in subsection (3)—

(A) delete the word “and”;(B) delete the full stop occurring in paragraph (f) and

substitute the words “; and”; and(C) insert after subsection (3)(f), the following new

paragraph:“(g) generally, have the powers and undertake the

duties and responsibilities assigned to it byany other law.”;

(ii) repeal subsection (4) and substitute the followingsubsection:“(4) Neither the Bank, a director, an officer, an

employee nor any person acting on behalf of theBank is liable for any action, claim or demand orany liability in damages or any other remedywhatever including costs, for anything done oromitted in the discharge or purported discharge ofthe functions of the Bank under this Act or anyother written law, unless it is shown that the actor omission was reckless or in bad faith.”;

(b) in section 36—(i) delete the full stop occurring in paragraph (bb) and

substitute the words “; and”; and(ii) insert after paragraph (bb), the following new

paragraph:“(cc) supervise the operations of payments systems in

Trinidad and Tobago generally, InterbankPayment Systems in accordance with theFinancial Institutions Act and the transferof funds by electronic means including moneytransmission or remittance business.”;.

(c) repeal section 44H and substitute the following newsection:

44H Neither the State, the Minister, theBank, its directors and officers, any personacting on behalf of the Bank nor any person

“ Protection ofpersons actingunder this Part


appointed by the Bank under section 44D isliable to any action, claim or demand or any lia-bility in damages or any other remedy whateverincluding costs, for anything done or omitted inthe discharge or purported discharge of thefunctions of the Bank under this Part, unless itis shown that the act or omission was reckless orin bad faith.”;

(d) repeal section 44L and substitute the following newsection:

44L Membership in the Fund is compulsoryfor every institution licensed under theFinancial Institutions Act, including a licensedforeign financial institution in respect of itsdeposits held in Trinidad and Tobago.”;

(e) in section 60, insert the following new subsection:“ (6) Fees and charges, as prescribed, shall be payable

to the Central Bank by each person regulated bythe Central Bank in respect of the administration of itsfunctions under this Act, the Financial Institutions Act,the Insurance Act and any other written law.”;

(f) in section 56, by inserting after the words “objects,”occurring in subsection (1) the words “and subject to section 8 of theFinancial Institutions Act,”.

Passed in the House of Representatives this14th day of November, 2008.

Clerk of the House

IT IS HEREBY CERTIFIED that this Act is one the Bill forwhich has been passed by the House of Representativesand at the final vote thereon in the Senate has beensupported by the votes of not less than three-fifths of allthe members of the Senate, that is to say, by the votes of30 members.

Clerk of the House

MembershipFund


Passed in the Senate this 2nd day of December, 2008.

Clerk of the Senate

IT IS HEREBY CERTIFIED that this Act is one the Bill forwhich has been passed by the Senate and at the final votethereon in the Senate has been supported by the votes ofnot less than three-fifths of all the members of theSenate, that is to say, by the votes of 29 Senators.

Clerk of the Senate

Senate amendments agreed to by the House ofRepresentatives this 12th day of December, 2008.

Clerk of the House


the financial institutions act, 2008 - ministry of finance · this act may be cited as the...

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