In summary, the GFSC’s public statements imposed financial penalties and prohibition orders on both individuals and entities. These included regulatory conditions ensuring that certain persons be removed from Guernsey regulated structures and independent directors be appointed. The regulatory criteria of fitness and propriety were not satisfied and the required prudence, integrity and professional skills were also not complied with, thus creating breaches of the minimum criteria and standards that are required for all regulated entities and persons.
Board and corporate governance in Guernsey centre not only around the written laws, rules and regulations but also the various codes issued by regulatory authorities (including listing authorities) and the general concepts of common law which are treated as high persuasive authority by the Guernsey courts. The overarching principle of directors having to comply with their fiduciary duties of acting in the best interest of the companies and treating all shareholders equally and fairly shows that corporate governance is all about the behaviour of directors.
The recent public statements issued by the GFSC seem to have had common themes running throughout, which should not only be re-stated as the obvious but as reflections of the GFSC’s commitment to upholding the required standards.
Whilst these cases are rare exceptions and do not represent the general trend of good governance maintained by most Guernsey boards and their service providers, the common themes that occurred in these cases were:
Whilst such public statements would be obvious and not surprising to most, if not all of us, they are a stark reminder that notwithstanding time pressures and work commitments, the basic principles of good and appropriate (and regular) governance, compliance and requirements should never be ignored by directors or their Guernsey service providers whilst discharging their management or oversight roles and duties.