2015 BANKLNG AMENDMENT No.12 (3) Except with the written approval of the Registrar, no director or principal officer of a banking institution or controlling company shall hold any executive position in another banking institution or controlling company. (4) A director of a banking institution or controlling company who fails, without just cause, to attend at least three-quarters of the meetings of the board of his or her institution or company that are convened during any period of a year shall be regarded as not having exercised the degree of diligence required of him or her by subsection ( 1)(d). (5) In addition to anything contained in section 318 of the Companies Act [Chapter 24:03], where a banking institution or controlling company has been placed under curatorship or judicial management or has been wound up, and it is established that the business of the institution or company has been carried on without regard for the prudential norms and stand.'lrds and other requirements provided for in this Act, or to good corporate governance principles generally- (a) every person who was a director or principal officer of the institution or company when its business was being carried on in that manner; and (b) every shareholder \VllO was knowing! y a party to the carrying on of the business of the institution or company in that manner; shall be jointly and severally liable with the institution or company for any loss or damage suffered by creditors, including depositors, of the institution or company: Provided that this subsection shall not apply to a director or officer who, on a balance of probabilities, is able to show that he or she(a) was not responsible for the marmer in which the business of the institution or company was canied on; and (b) complied with his or her duties under subsections (1) and (2). (6) The Registrar and the chief executive officer of the Deposit Protection Corporation may institute proceedings- (a) (b) against a director, principal officer or shareholder of a banking institution or controlling company in respect of any liability incurred by that person under subsection (5); or in terms of section 318 of the Companies Act [Chapter 24:03] against any director or principal officer of a banking institution or controlling company who was knowingly a party to the carrying on of the business of the institution or company in the manner envisaged in that section. (7) Any amount recovered as a result of proceedings instituted by the Registrar or the Deposit Protection Corporation as envisaged in subsection (5) or (6), shall be applied- (a) first to reimburse all expenses reasonably incuned by the Registrar or the Deposit Protection Corporation, as the case may be, in bringing the proceedings; and (b) thereafter to set off against any amount paid to depositors by the Deposit Protection Corporation or any govemmental 227