INTERNATIONAL CORPORATE SERVICE PROVIDERS ACT, 2003

SCHEDULE 3

Section 8(3)

CODE OF PRACTICE OF LICENSEES

1. Every licensee shall at all times -

(a) know and be able to identify its client; and

(b) be able to identify the beneficial owners of its client companies.

2. Every licensee shall have a duly executed written agreement with its clients relating to the provision of services under the licence. The agreement shall include among other matters, provisions relating to charging, calculation, recovery and revision of fees, conditions of termination of services, and any consequential refund of fees: and arrangements for payment to the client of interest received on the client's money.

3. All directors and members of the managerial staff of a licensee shall be and remain fit and proper persons as determined by the Authority.

In determining whether a person is a fit and proper person for the purpose of this Act, regard shall be had to -

(a) the person's probity, competence, experience and soundness of jugment for fulfilling the responsibilities of the relevant position;

(b) the diligence with which the person is fulfilling or likely to fulfil those responsibilities;

(c) whether the interests of clients of the licensee are likely to be threatened by the person's holding of that position;

(d) the person's educational and professional qualifications, and membership of professional or other relevant bodies:

(e) the person's knowledge and understanding of the legal and professional obligations to be assumed or undertaken;

(f) the person's procedures for vetting of clients; and

(g) any evidence that the person has -

(i) committed any offence involving dishonesty or violence;

(ii) contravened any law designed to protect members of the public arising from dishonesty, incompetence, malpratice, or conduct of discharged or undischarged bankrupts or otherwise insolvent persons.

4. The provision of services under a licence shall be conducted by at least two individuals who are directors or other members of the managerial staff residing in Seychelles.

5. A licensee shall have in place well-documented control systems and procedures suitable to the level and scope of its business and ensure that its managerial staff and other employees perform their duties in accordance with those systems and procedures.

6. A licensee shall be able and prepared to meet all its liabilities (taking into account contingent and prospective liabilities) as they fall due and be able to continue in operation for the foreseeable future.

7. A licensee shall give the Authority 28 days notice in advance of the proposed appointment of a director or member of the managerial staff so that the Authority may determine whether or not the appointment may proceed. The prospective appointee may be required to complete a questionnaire requiring such information as the Authority may need to make its determination.

8. A licensee shall notify the Authority -

(a) of any legal proceedings brought against the conduct of its licensed activities in any jurisdiction where the amount claimed or disputed is likely to exceed R60,000, and provide a brief summary of the case; Provided that it shall not be required to disclose any information subject to legal privilege;

(b) of any criminal proceedings against the licensee or any related company of the licensee as soon as it becomes aware of the bringing of such proceedings.

9. A licensee shall notify the Authority as soon as it becomes aware of the conviction of the licensee, an associate company of the licensee company, or any of its employees for any offence relating to -

(a) any business activity;

(b) the formation, management or administration of companies in any jurisdiction;

(c) insolvency, or

(d) fraud or dishonesty.

10. A licensee shall notify the Authority whenever the licensee or any of its directors or any member of its managerial staff is formally sought to be disqualified or is disqualified from functioning as a company director or a secretary under any law.

11. A licensee shall notify the Authority as soon as it becomes aware of any summons, warrant or order of Court under the Criminal Procedure Code, Misuse of Drugs Act. Anti-Money Laundering Act or any other prescribed Act concerning the affairs of either the licensee or any of its client companies.

12. A licensee shall notify the Authority and provide a brief summary where possible of the case, as soon as it becomes aware of the institution of criminal proceedings against, or the conviction of a client company, any officer of a client company, or the beneficial owner of a client company in relation to any proceedings relating to that client company in any jurisdiction.

13. A licensee shall notify the Authority immediately of serious disciplinary action it takes against any member of its managerial staff. Full details of such action shall be furnished to the Authority. In this paragraph "serious disciplinary action" includes any action taken in cases of fraud, theft, dishonesty or malpractice.

14. Whenever as a result of any serious or prolonged breakdown in a licensee's administrative system the licensee is unable to maintain proper records it shall inform the Authority thereof immediately.

15. Where a licensee decides involuntarily to cease to carry on business under the licence, it shall notify the Authority not less than 28 days before giving effect to the decision and details of arrangements it has made to ensure an orderly winding up or transfer of its client's business.

16. A licensee shall notify the Authority not less than 28 days in advance of a proposed merger or take-over affecting its business.

17. A licensee shall notify the Authority of any of the following events -

(a) it is no longer able to continue in operation as a going concern;

(b) action is initiated to wind up the licensee company;

(c) a receiver, liquidator or administrator is appointed in respect of the licensee company;

(d) composition or arrangement is made with its creditors;

(e) the refusal or revocation of any legal authorization applied for or held by the licensee in respect of any other business;

(f) institution of an official inquiry into the affairs of the licensee.

18. Every licensee shall ensure that any complaint received by it relating to the conduct of its business is -

(a) acknowledged;

(b) registered;

(c) investigated promptly and thoroughly; and

(d) appropriate action is taken and recorded.

19.(1) A licensee shall use its best endeavours to avoid any conflict of interest between itself and its clients and between one client and another.

(2} Where such a conflict does arise the licensee shall notify the client or each of the clients concerned of this fact.

(3) Unless all clients with conflicting interests in any matter agree to the licensee continuing its services to the other clients concerned the licensee shall discontinue its services to all the clients concerned.

20. A licensee shall ensure that any advertisement that it publishes or causes to be published -

(a) does not damage the good image of the Republic;

(b) contains a fair and accurate indication of the services it provides.

21. Where a licensee discontinues its services to a client company for any reason -

(a) it shall inform such company in writing; and

(b) preserve the client's company records until such time as they are handed over to a successor; and

(c) cooperate with the client and such successor to ensure a smooth transition.

22. A licensee shall have in place adequate business resumption or contingency provisions designed to safeguard the interests of its clients.

I certify that this is a correct copy of the Bill which was passed by the National Assembly on 10th December, 2003.

Mrs. Sheila Banks

Clerk to the National Assembly