Corporate governance
HC-A.2.1
The Chairman of the Board should preferably be non-executive and independent. The role of Chairman and Chief Executive may not be exercised by the same person. (See Rule HC-1.3.9.)
HC-A.2.2
The Board must approve a code of conduct for itself, senior management and employees, and define the responsibilities of itself and senior management. This should include procedures for dealing with
conflicts of interest , and a prohibition oninsider trading . (See Paragraphs HC-1.2.9 to HC-1.2.13.)HC-A.2.3
The Board should meet at least four times per year. (see Paragraph HC-1.3.3).
HC-A.2.4
Boards must have an adequate number of members that are "independent" and "non-executive" to serve the interests of minority shareholders and other stakeholders. (See Paragraphs HC-1.3.5 and HC-1.3.6.)
HC-A.2.5
The Board should consider the setting up of committees to assist it in fulfilling its responsibilities. The setting up of an Audit Committee is mandatory. (See Paragraphs HC-1.3.10 to HC-1.3.13.)
HC-A.2.6
Conventional bank licensees are required to notify the BMA, in writing, of all major changes (regardless of type and/or effect) proposed to the strategy and/or corporate plan of the bank prior to implementation, as well as of any Special Purpose Vehicle they intend to establish as a subsidiary, or with respect to which they intend to act as sponsor or manager (see Section HC-1.5).
