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: July 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: July 2023HC-2.3.3
Bahraini investment firm 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 thelicensee when needed to discharge their responsibilities as directors.Added: July 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 theinvestment firm 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: July 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
investment firm licensee .Added: July 2023HC-2.3.6
All continuing directors must be invited to attend orientation meetings and all directors must continually educate themselves as to the
licensee ’s business and corporate governance.Added: July 2023