Section 31: Duties of directors

31. Duties of directors (1) Without limiting their duties in managing the affairs of an insurer, the directors shall— (a) have regard to the interests of its stakeholders, including its policy holders; (b) establish adequate internal controls and adopt strategies, policies, processes and procedures in accordance with principles of sound corporate governance and risk management; (c) monitor compliance with the laws, rules, directions and guidelines of the Commission, and with the policies adopted; (d) set up such committees as they deem necessary to discharge their responsibilities effectively; (e) approve policies regarding the maintenance of the undertaking in a sound financial situation in accordance with section 14; (f) establish and maintain proper policies for— (i) identifying and resolving situations of, or potential situations of, conflict of interest; (ii) restricting the use of confidential information; (iii) the disclosure of relevant information to clients so as to allow them to make informed decisions; (iv) dealing with complaints from policy holders or members of the public in general; and I15 – 27 [Issue 1] Insurance Act (v) such other matters as to ensure sound and sustainable conduct of business. (2) The directors of an insurer shall establish clear responsibilities and reporting duties for the chief executive officer and the senior managers. (3) Without prejudice to any of their other fiduciary duties, the directors and officers of an insurer shall— (a) act honestly and in the best interests of the insurer and policy holders; and (b) exercise care, diligence and skill in the discharge of their duties.