No.l2 BA:'-.1\:ING AI>v!E"'DMENT or she holds that or any other such office in a company which is part of a group of companies of which the banking institution or controlling company concerned is a member (except on a temporary or acting basis). (2c) Until the Registrar signifies his or herapprovalin writing to the banking institution or controlling company of any of the appointments it wishes to make in term<> of subsection (2), the appointee in question shall not be deemed to be employed, whether in terms of the Labour Act, any contract of employment or any other law, but if the Registrar delays by more than thirty days to make any response to a written notification of the proposed appointment by the institution or company, then it is deemed that the Registrar has approved the appointment in question."; (b) in subsection (3) by the repeal of pam graph (b) and the substitution of"(b) appoint a new person to an office referred to in subsection (2);"; (c) by the insertion after subsection (3) of the following subsection"(3a) A banking institution or controlling company shall not appoint a person to an office referred to in subsection (2) if that person, directly or indirectly, holds or controls more than five per centum of the shares in the institution or company.". 13 New sections inserted in Cap. 24:20 The principal Act is amended by the insertion after section 20 of the following sections"20A Responsibilities and conduct of directors and principal officers of banking institutions and controlling companies ( 1) Each director and principal officer of a banking institution or controlling company owes a fiduciary duty and a duty of care and skill to the institution or company and, in particular, owes a duty to(a) act bona fide for the benefit of the institution or company and for the benefit of its depositors and shareholders; and (b) (c) (d) avoid any conflict bet ween his or her personal interests and the interests of the institution or company and its depositors and shareholders; and possess and maintain the knowledge and skill that may reasonably be expected of a person holding a similar appointment and carrying out similar functions as those that he or she carries out; and exercise such care in the carrying out of his or her functions in relation to the institution or company as may reasonably be expected of a diligent person who holds the same appointment under similar circumstances, and who possesses both the knowledge and skill mentioned in paragmph (c) and any additional knowledge and skill that he or she may have. (2) Without derogation from subsection (1), the directors and principal officers of all banking institutions and controlling companies shall, in the performance of their functions as such, observe any written prudential standards issued from time to time by the Reserve Bank. 226 2015