Non-Consolidated International Banks

Top 1000 Policy
In principle, only credit institutions belonging to the world Top 1000 based on total assets are considered for admittance as a non-consolidated international bank. The Bank may, in exceptional cases deviate from this policy.

Management / Supervision of Management

• The foreign international bank must have a Board of Managing Directors with at least two members being natural persons and a Board of Supervisory Directors with at least three members being natural persons.
• The members of the Board of Managing Directors and the Board of Supervisory Directors must possess sufficient experience in banking, have a thorough knowledge of banking activities and be of high personal integrity.
• At all times at least two members of the Board of Managing Directors must be in function and at least one of them must be a resident of the Netherlands Antilles.
• At least one member of the Board of Supervisory Directors must be a resident of the Netherlands Antilles.
• A legal entity may act as a Managing Director, in addition to the Managing Directors being natural persons.
• Members of the Board of Managing Directors shall not be members of the Board of Supervisory Directors and vice versa.
• The objectives or antecedents of aforementioned persons must not endanger the interests of the depositors or future depositors and any other liability holder or future liability holders.
• The appointment of the members of the Board of Managing Directors and the Board of Supervisory Directors is subject to the prior written approval of the Bank.

Capital
A non-consolidated international bank must have a minimum equity capital of at least NAf. 5 million, free and unencumbered.

Shareholders

• The persons exercising a considerable influence on the affairs of the foreign international bank by means of voting rights derived from shares, or in any comparable manner, must be of high personal integrity. The objectives or antecedents of these persons must not influence the bank in an undesirable way.
• The ultimate beneficial shareholders must be known to the Bank.

Shares
In the articles of incorporation a "repurchase of own shares" clause shall not be included.

All shares of the foreign international bank must be registered.

Share Holding by Individuals

• A natural person, shall not, without the approval of the Bank, directly or indirectly, control or hold more than 5% of the bank's capital.
• The total of individual shareholding by natural persons shall not, without the approval of the Bank, exceed 25% of total share capital.

Financial Position Parent Company
The financial statements of the last three years of the parent company or, affiliated company, should reflect an unqualified opinion.

Business Plan and System of Internal Controls
A foreign international bank must submit a business plan together with its financial forecasts reflecting a sound and realistic projection of the activities the institution will undertake to accomplish its statutory objectives.

The intended system of internal controls must reflect adequate controls, including accounting controls, to safeguard the assets of the institution and the operations against any undue risks. Moreover, the intended system of internal controls should reflect adequate segregation of duties at least within the critical areas of operations of the institution.

Scope of Activities
The articles of incorporation shall not enable the foreign international bank to develop activities which are outside the scope of normal banking business and that might pose a danger to sound banking policy.

Legal Form
The legal form is that of a limited liability company ("naamloze vennootschap").

When applying the following procedures must be adhered to:

1. The Bank must obtain an application for a license under the terms of article 3 of the National Ordinance on the Supervision of Banking and Credit Institutions 1994 (P.B. 1994 no. 4). For all applications an application form must be submitted by registered mail to the Bank. This form can be obtained at the Bank.
2. The application is considered to have been filed when the following correct and complete information has been received by the Bank:
   1. The application form.
   2. A duly signed statement of a Certified Public Accountant certifying that the applicant has at its disposal equity capital of at least NAf.5 million. Taking into consideration the nature of the activities of the institution, the Bank may, in its final decision, require that the institution's capital be in excess of NAf. 5 million. It is advisable to commence business with an amount of capital well in excess of the minimum required by the Bank.
   3. A statement from the supervisory authority of the parent or related company, stating that there are no legal impediments to the establishment in the Netherlands Antilles and indicating to the Bank how, and to what extent supervision will be exercised upon the applicant institution.
   4. A list of the correspondent banks.
   5. Personal Questionnaires and resumes of experience of all intended Managing Directors, the Board of Supervisory Directors and of all individual shareholders being natural persons.
   6. Certified personal financial statements of each individual shareholder, being a natural person.
   7. A Declaration of good conduct ("verklaring van goed gedrag") of the prospective managing and supervisory directors. Such declaration may be obtained from the police/judicial authority and certified by the Embassy or Consulate of the Kingdom of the Netherlands in the home country.
   8. Proof of the place of residence of the members of the Board of Managing Directors and the Board of Supervisory Directors and all their addresses of the last five years.
   9. A copy of the shareholders register.

Additional information may be requested if necessary during the analysis of the information submitted.

Within six (6) months of the issuance of the license subject bank must commence its activities, otherwise the license will be withdrawn pursuant to article 9, paragraph 1b of the National Ordinance on the Supervision of Banking and Credit Institutions 1994 (PB 1994 no. 4).

Within one year of the date of the license the bank must establish a permanent office in the Netherlands Antilles.