HC-A.2 HC-A.2 Module History
HC-A.2.1
This Module was first issued in June 2004 by the BMA and updated in October 2007 to reflect the switch to the CBB. Following the issuance of the Corporate Governance Code by the Ministry of Industry and Commerce in March 2010, the Module was amended in October 2010 to be in line with the new Corporate Governance Code and to include previous requirements that were in place in the originally issued Module HC. Any material changes that have subsequently been made to this Module are annotated with the calendar quarter date in which the change was made: Chapter UG-3 provides further details on Rulebook maintenance and version control.
October 2010HC-A.2.2
A list of recent changes made to this Module is detailed in the table below:
Module Ref. Change Date Description of Changes HC-1 to HC-8 10/2010 Amendments due to introduction of new MOIC Corporate Governance Code. HC-1.3 10/2010 Prohibition of proxies and requirement to attend 75% of board meetings in a financial year. HC-A.1.8 and HC-A.1.11 01/2011 Clarified legal basis. HC-2.2.4, 2.2.5 and 3.2.1 01/2011 Corrected cross references. HC-2.3.2 01/2011 Corrected cross reference; reference changed to connected persons. Appendix C 01/2011 Corrected cross reference. Appendix A 04/2011 Clarified membership of audit committee to be in line with Rule HC-3.2.1. HC-6.2.1 10/2011 Clarified management structure. HC-B.2.2 01/2012 Clarified language related to corporate governance. HC-1.2.8 and HC-1.5.3 01/2012 Clarified that the Chairman of the Board may delegate specific duties dealt with in these Paragraphs. HC-1.3.12 01/2012 Amended Rule on Directorships. HC-1.9.1 01/2012 Deleted last sentence to be in line with other Volumes of the CBB Rulebook. HC-3.2.1(a) and HC-5.6.6 01/2012 Amended to be in line with other Volumes of the CBB Rulebook. HC-6.3.1 01/2012 Clarified Rule by following corporate governance code wording. Appendix A 01/2012 Amended criteria for audit committee member. HC-A.1.8 04/2012 Clarified the reporting of noncompliance with Module HC in the Annual Report. HC-7.2.5 04/2012 Clarified Guidance on election of board members. Appendices A, B and C 04/2012 Amended requirement for written report on performance evaluation for various Board committees. Appendix A 04/2012 Included reference to compliance under Committee Duties and Responsibilities. HC-2.2.6A and HC-2.2.6B 07/2012 Added Rule and guidance dealing with benefits received from approved persons from projects and investments. Appendices A, B and C 07/2012 Clarified requirement for written report on performance evaluation for various Board committees. HC-1.3.7A 10/2012 Added requirement on minimum number of Board meetings to take place in the Kingdom of Bahrain to be consistent with other Volumes of the CBB Rulebook. HC-2.2.6A 10/2012 Clarified Rule dealing with benefits received from approved persons from projects and investments. Appendix A 10/2012 Corrected minor typo. HC-2.2.2 and HC-2.4.1 01/2013 Clarified scope of application for Rules. HC-2.2.6A, HC-5 and Appendix C 01/2014 Amendments due to new rules on sound remuneration practices. HC-1.2.6 04/2014 Clarified CBB's requirements for proposed changes to strategy and/or corporate plans. HC-5.2, HC-5.4 and HC-5.5 07/2014 Updated Rules on remuneration. HC-1.2.11 10/2014 Corrected cross reference. HC-1.3.10 10/2014 Corrected typo. HC-6.4.3 10/2014 Clarified self assessment of compliance function. HC-5.4.2 01/2015 Clarified application of remuneration rules for Bahrain operations. HC-5.4.5 01/2015 Paragraph deleted. HC-5.5.2 04/2015 Clarified cap on board of directors' remuneration as per Article 188 of the Company Law. HC-5.4.3A 07/2015 Amended to allow for CBB-approved consultancy firm to prepare report on the bank's compliance with the remuneration Rules outlined in Chapter HC-5. HC-2.3.3 04/2016 Added a requirement for the conventional bank licensee to have in place a board approved policy on the employment of relatives of approved persons. HC-2.4.1A 04/2016 Added the requirement to disclose to the board on annual basis relatives of any approved persons occupying controlled functions. HC-7.2 04/2016 Added requirements dealing with shareholders' meetings. HC-2.3 and HC-2.4 07/2016 Clarified application of rules to overseas conventional bank licensees. HC-5.4.30(a) and HC-5.4.30A 10/2016 Amended Standard for all Remuneration HC-5.2.1 01/2017 Amendment in sub-paragraph (b) HC-7.2.4 04/2017 Amendment in paragraph on website requirement. HC-8.2.1 04/2017 Amendment in sub-paragraph (b) on website requirement. HC-7.2.3A 07/2017 Amended paragraph to be in line with Article (199) of the Commercial Companies law. HC-2.4.1A 10/2017 Amended paragraph. HC-6.5 04/2018 Added new Section on Internal Audit. HC-1.8.1 07/2018 Amended paragraph to be consistent with HC-6.6. HC-6.6 07/2018 Added new Section on Risk Management. HC-6.5.5 10/2018 Amended Paragraph. HC-6.4 01/2019 Amended Section and added new requirements on Compliance. HC-6.6.2A 10/2019 Added a new Paragraph on branches of foreign bank licensees. HC-6.6.6 10/2019 Deleted Paragraph. HC-6.6.7 10/2019 Amended Paragraph on branches of foreign bank licensees. HC-1.4.11 01/2020 Added a new Paragraph on independent directors. HC-1.4.12 01/2020 Added a new Paragraph on termination of Board membership of a retired, terminated CEO. HC-6.4.7 & HC-6.4.10 01/2020 Amended Paragraphs on policy and procedures approval. HC-5.4.9A 04/2020 Added a new Paragraph on KPIs compliance with AML/CFT requirements. HC-6.2.1 04/2020 Amended Paragraph on reporting line. HC-6.6.33 01/2022 Amended Paragraph. HC-6.6.34 01/2022 Amended Paragraph. HC-6.6.35 01/2022 Added a new Paragraph on the independent third-party review. HC-6.6.36 01/2022 Added a new Paragraph on the independent review reports.
