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  • HC-2.2 Board Member Selection

    • HC-2.2.1

      The Board must have a clear and rigorous process for identifying, assessing and selecting Board candidates. The Board, and not management, must nominate the candidates for shareholders’ approval.

      Added: July 2023

    • HC-2.2.2

      Board candidates must:

      (a) Possess the knowledge, skills, experience and, particularly in the case of non-executive directors, independence of mind necessary to discharge their responsibilities on the Board in light of the licensee’s business and risk profile;
      (b) Have a record of integrity and good repute;
      (c) Have sufficient time to fully carry out their responsibilities;

      (d) Not have any conflicts of interest that may impede their ability to perform their duties independently and objectively and subject them to undue influence from:

      i. Other approved persons, controllers or other connected parties;
      ii. Past or present positions held; or
      iii. Personal, professional or other economic relationships with other approved persons (or with other entities within the group); and
      (e) Not have more than two directorships of financial institutions inside Bahrain. However, two directorships of investment firm licensees would not be permitted. Investment firm licensees may approach the CBB for exemption from this limit where the directorships concern financial institutions within the same group.
      Added: July 2023

    • HC-2.2.3

      Board candidates should not hold more than three directorships in public companies in Bahrain. In case such directorships exist, there must be no conflict of interest, and the Board must not propose the election or re-election of any director where such conflict of interest exists

      Added: July 2023

    • HC-2.2.4

      Nominated directors of a Bahraini investment firm licensee must possess the requisite experience and competencies specified in Module TC (Training and Competency).

      Added: July 2023

    • HC-2.2.5

      A CEO of a Bahraini investment firm licensee who has resigned or retired, may serve as a Board member of the same licensee but not as an independent director.

      Added: July 2023

    • HC-2.2.6

      Each proposal by the Board to the shareholders for election or re-election of a director must be accompanied by a recommendation from the Board and the following specific information:

      (a) The term to be served, which may not exceed three years;
      (b) Biographical details and professional qualifications;
      (c) In the case of an independent director, a statement that the Board has determined that the applicable rules and criteria for independent director have been met;
      (d) Any other directorships held;
      (e) Particulars of other positions which involve significant time commitments; and
      (f) Details of relationships (if any) between:
      i. the candidate and the licensee, and
      ii. the candidate and other approved persons of the licensee.
      Added: July 2023

    • HC-2.2.7

      Newly appointed directors must be made aware of their duties before their nomination, particularly as to the time commitment required.

      Added: July 2023