1. General Principles
1.1 The board should meet regularly, retain full and effective control over the Bank and monitor executive management.
1.2 There is a clearly accepted division of responsibilities at the head of the Bank, through the separation of the positions of chairman and chief executive.
1.3 The board should include directors of sufficient calibre and number for their views to carry significant weight in the board’s decisions.
1.4 The board should have a formal schedule of matters specifically reserved to it for decision to ensure that the direction and control of the company is firmly in its hands.
1.5 The board should comply with applicable governmental laws, rules and regulations.
1.6 There should be an agreed procedure for directors in the furtherance of their duties to take independent professional advice if necessary, at the Bank’s expense.
1.7 All directors should have access to the advice and services of the company secretary, who is responsible to the board for ensuring that board procedures are followed and that applicable rules and regulations are complied with.  Any question of the removal of the company secretary should be a matter for the board as a whole.
1.8 All directors must disclose in advance their interests in any material contract or proposed material contract with the Bank or any of its subsidiaries, including material interests in any person that is a party to such contracts.  Disclosure may be by way of advance general notice or may be specifically raised at the meeting where the matter is discussed.
1.9 Directors must not serve on the board or as an employee of a competitor.  Permission for outside directorships which might be, or be perceived to be, in competition with the Butterfield Bank Group should be sought from the Chairman of the Board and the Chairman of the Corporate Governance Committee, who shall be guided by examples of competitive activities established from time to time by the Corporate Governance Committee.  Directors must notify the Secretary to the Board whenever any changes occur in their outside directorships.

2. Non-Executive Directors 

2.1 Non-executive directors should bring an independent judgment to bear on issues of strategy, performance, resources, including key appointments and standards of conduct.
2.2 Non-executive directors should be appointed for specific terms and reappointment should not be automatic.
2.3 Non-executive directors should be selected through a formal process and both this process and their appointment should be a matter for the board as a whole.

3. Executive Directors

3.1 Directors’ service contracts should not exceed five years without shareholders’ approval.

4. Reporting and Controls

4.1 All announcements and filings must be full, fair, accurate, timely and understandable.

4.2 The board should ensure that an objective and professional relationship is maintained with the auditors.

4.3 The board should establish an audit committee of at least three non-executive directors with written terms of reference which deal clearly with its authority and duties.