HC-A.1 HC-A.1 Purpose
Executive Summary
HC-A.1.1
This Module presents requirements that have to be met by
conventional bank licensees with respect to:a) The role and composition of their Boards and Board Committees; andb) Related high-level controls and policies.October 07HC-A.1.2
In addition, this Module contains requirements for the notification and pre-approval of individuals, undertaking certain designated functions with respect to
conventional bank licensees . These functions (called 'controlled functions '), include Directors and members of senior management. Thecontrolled functions regime supplements the CBB's corporate governance requirements by ensuring that key persons involved in the running ofconventional bank licensees are fit and proper. Those approved by the CBB to undertakecontrolled functions are calledapproved persons .October 07HC-A.1.3
Finally, this Module contains certain notification and approval requirements regarding the use of Special Purpose Vehicles ('SPVs'; see Section HC-1.5).
October 07HC-A.1.4
This Module supplements various provisions relating to corporate governance contained in Legislative Decree No. 21 of 2001, with respect to promulgating the Commercial Companies Law ('Commercial Companies Law 2001'). In case of conflict, the Commercial Companies Law shall prevail. The Module also supplements (for companies listed on the Bahrain Stock Exchange), Stock Exchange regulations that are relevant to corporate governance and high-level controls. Compliance with this Module does not guarantee compliance with either the Commercial Companies Law 2001 or the BSE regulations.
October 07Legal Basis
HC-A.1.5
This Module contains the CBB's Directive relating to high-level controls and is issued under the powers available to the CBB under Article 38 of the Central Bank of Bahrain and Financial Institutions Law 2006 ('CBB Law'). The Directive in this Module is applicable to
conventional bank licensees .October 07HC-A.1.6
For an explanation of the CBB's rule-making powers and different regulatory instruments, see Section UG-1.1.
October 07