CGSS practice question 17 of 25

According to the UK's Office of Financial Sanctions Implementation, an entity is considered to be owned directly or indirectly if a person:

Full set: 101 questions
Answer options
A: holds 50% of the shares or voting rights of the entity.
B: has the right to sign agreements on behalf of the entity based on the issued power of attorney.
C: has the right to appoint or remove a majority of the board of directors of the entity. Correct answer
D: holds more than 25% of the shares or voting rights of the entity.
Correct Answer:
C. has the right to appoint or remove a majority of the board of directors of the entity.
Explanation

According to the UK's Office of Financial Sanctions Implementation (OFSI), an entity is considered owned or controlled by a designated person if one of several conditions is met. While ownership is often associated with shareholding (the threshold for which is more than 50%), the concept of control is equally important. One of the explicit tests for control is whether the person holds the right, directly or indirectly, to appoint or remove a majority of the board of directors of the entity. This right confers significant influence over the entity's strategic decisions and operations, thereby meeting the criteria for control under the UK sanctions regime.

Why Incorrect

A. The threshold for ownership based on shares or voting rights under the UK sanctions regime is more than 50%, not exactly 50%.
B. While a power of attorney grants authority, it is not one of the specific, standalone tests for ownership or control defined in the OFSI guidance.
D. The "more than 25%" threshold is associated with the UK's Persons with Significant Control (PSC) register, a different legal framework, not the OFSI's test for sanctions purposes.

References

1. HM Treasury, Office of Financial Sanctions Implementation. OFSI General Guidance for Financial Sanctions Under the Sanctions and Anti-Money Laundering Act 2018. (July 2023). Chapter 4: Ownership and Control, Section 4.2, page 17. This document explicitly states: "A person (P) will be considered to own or control a company, in the simplest terms, if P... holds the right, directly or indirectly, to appoint or remove a majority of the board of directors of the company."

2. ACAMS. Certified Global Sanctions Specialist (CGSS) Study Guide, 6th Edition. Chapter 3: The Sanctions Landscape. The guide details the ownership and control tests for major sanctions regimes, including the UK's "more than 50%" rule for ownership and the separate prongs for control, such as the ability to appoint or remove a majority of the board.

3. UK Parliament, House of Commons Library. Briefing Paper Number 8394: UK sanctions policy. (21 March 2024). Section 3.3: Who is subject to sanctions? This paper clarifies the "owned or controlled" provision under the Sanctions and Anti-Money Laundering Act 2018 (SAMLA), confirming the tests for control include the right to appoint or remove a majority of the board of directors.

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