HC-2.3 HC-2.3 Board Members’ Appointment and Induction
Board Members’ Appointment
HC-2.3.1
The chairperson of the Board must confirm to shareholders when proposing re-election of a director that, following a formal performance evaluation, the person’s performance continues to be effective and they continue to demonstrate commitment to the role.
Added: April 2023HC-2.3.2
Where an independent director has served three consecutive terms on the Board, such director will lose his independence status and must not be classified as an independent director if reappointed.
Added: April 2023HC-2.3.3
Bahraini conventional bank licensees must have a written appointment agreement with each director which recites the directors’ powers, duties and responsibilities, accountability, term, the time commitment envisaged, the committee assignment (if any), remuneration, expense reimbursement entitlement and their access to independent legal or other professional advice at the expense of the bank when needed to discharge their responsibilities as directors.Added: April 2023Board Members’ Induction
HC-2.3.4
The Board must ensure that:
(a) Sufficient time, budget and other resources are allocated annually for the Board members’ induction programmes;(b) Each new director receives a formal and tailored induction and has access to ongoing training on relevant issues which may involve internal or external resources to ensure their effective contribution to the Board from the beginning of their term; and(c) The induction programmes include meetings with senior management, visits to theconventional bank licensee ’s facilities, presentations regarding strategic plans, significant financial, accounting and risk management issues, compliance programs, and meetings with internal and external auditors and legal counsel.Added: April 2023HC-2.3.5
Board members must understand their oversight and corporate governance role and be able to exercise sound, objective judgment about the affairs of the
licensee .Added: April 2023HC-2.3.6
All continuing directors must be invited to attend orientation meetings and all directors must continually educate themselves as to the
conventional bank licensee ’s business and corporate governance.Added: April 2023