• High Level Standards

    • AU AU Authorisation

      • AU-A AU-A Introduction

        • AU-A.1 AU-A.1 Purpose

          • Executive Summary

            • AU-A.1.1

              The Authorisation Module sets out the Central Bank of Bahrain's (CBB) approach to licensing providers of regulated insurance services in the Kingdom of Bahrain. It also sets out CBB requirements for approving persons undertaking key functions in those providers. Finally, it sets out requirements for registering certain support services (actuaries, loss adjusters and appointed representatives).

              Amended: October 2011
              Amended: October 2009
              Amended: July 2007

            • AU-A.1.2 [Deleted]

              Deleted July 2007

            • AU-A.1.2

              Persons who provide any of the following regulated insurance services within or from the Kingdom of Bahrain require a license:

              (a) The carrying on of insurance business;
              (b) The broking of insurance contracts;
              (c) The offering of advice to third parties regarding individual insurance requirements and products;
              (d) The provision of insurance management services (such as captive managers); and
              (e) The operating of a recognised insurance exchange.
              Amended: July 2007

            • AU-A.1.3

              The categories of regulated insurance services listed in AU-A.1.2 in turn determine the license category of the provider. The requirements in Volume 3 (Insurance) are tailored in certain respects, according to the license category concerned, in order to address the specific features and risks associated with each type of regulated insurance services.

              Amended: July 2007

            • AU-A.1.4

              For the purposes of Volume 3 (Insurance), providers licensed to undertake activities falling under AU-A.1.2 (a) are categorised as 'insurance firms'; those under (b), as 'insurance brokers'; those under (c), as 'insurance consultants'; those under (d), as 'insurance managers'; and those under (e), as 'insurance exchange operators'. A provider of regulated insurance services can only hold one of the above license categories; different categories may not be combined.

              Amended: July 2007

            • AU-A.1.5

              Collectively, licensed providers of regulated insurance services are called insurance licensees. Bahrain-incorporated insurance licensees are called Bahraini insurance licensees. Insurance licensees that are incorporated in an overseas jurisdiction and operate via a branch presence in the Kingdom of Bahrain are called overseas insurance licensees. The same naming convention applies to the various categories of license holders: for example, Bahraini insurance brokers are incorporated in Bahrain and overseas insurance brokers operate via a branch presence.

              Amended: July 2007

          • Licensing

          • Approved Persons

            • AU-A.1.6

              Persons undertaking certain functions in relation to CBB insurance licensees require prior CBB approval. These functions (called 'controlled functions') include Directors and members of senior management. The controlled functions regime supplements the licensing regime by ensuring that key persons involved in the running of insurance licensees are fit and proper. Those authorised by the CBB to undertake controlled functions are called approved persons.

              Amended: July 2007

          • Registration

            • AU-A.1.7

              Persons wishing to carry on the business of an actuary, loss adjuster or licensed principal wishing to appoint appointed representative within the Kingdom of Bahrain are required to register with the CBB. Registrants are subject to basic screening to verify their expertise and general suitability, at the point of application. Unlike insurance licensees, they are not subject to detailed Directives and Regulations and continuous, risk-based supervision.

              Amended: October 2009
              Amended: July 2007

          • Retaining Authorised Status

            • AU-A.1.8

              The requirements set out in Chapters AU-2, AU-3 and AU-4 represent the minimum conditions that have to be met in each case, both at the point of authorisation and on an on-going basis thereafter, in order for authorised status to be retained.

              Amended: July 2007

               

          • Ancillary Services Providers

            • AU-A.1.9

              Ancillary services providers are not covered in Volume 3 (Insurance) of the Rulebook. Requirements covering these types of activities will instead be included in Volume 5.

              Amended: October 2011
              Amended: July 2007

            • AU-A.1.10

              Until such time as Volume 5 (Specialised Activities) of the CBB Rulebook is issued, ancillary services providers remain subject to the requirements contained in the CBB's 'Standard Conditions and Licensing Criteria', a copy of which is available from the CBB Licensing Directorate.

              Amended: April 2018
              Amended: October 2011
              Amended: July 2007

            • AU-A.1.11

              [This Paragraph was merged with Paragraph AU-A.1.9 above, in January 2007].

              Amended: July 2007

            • AU-A.1.12

              [This Paragraph was merged with Paragraph AU-A.1.10 above, in January 2007]

              Amended: July 2007

          • Legal Basis

            • AU-A.1.13

              This Module contains the CBB's Regulations, Resolutions and Directive (as amended from time to time) regarding authorisation requirements applicable to insurance licensees, approved persons and registered bodies and is issued under the powers available to the CBB under Articles 37 to 42, 44 to 48 and 180 of the Central Bank of Bahrain and Financial Institutions Law 2006 ('CBB Law'). Requirements regarding regulated insurance services as per Article 39 (see Chapter AU-1), licensing conditions and processes as per Articles 44 to 48 (see Chapters AU-2 and AU-5) and licensing and registrations fees as per Article 180 (see Chapter AU-6) are also included in Resolutions and included in this Module. Module AU includes the requirements contained in Resolution No (1) of 2007 with respect to determining fees categories due for licensees and services provided by the CBB. Module AU also contains the minimum qualifications and fit and proper requirements for appointed representatives issued in 2009 under Resolution 11 in accordance with Article 74 of the CBB Law. The Module contains requirements governing the conditions of granting a license for the provision of regulated services as prescribed under Resolution No (43) of 2011 and issued under the powers available to the CBB under Article 44(c). Finally, the Module contains requirements under Resolution No.(16) for the year 2012 including the prohibition of marketing financial services pursuant to Article 42 of the CBB Law. This Module contains the prior approval requirements for approved persons under Resolution No (23) of 2015.

              Amended: July 2015
              Amended: January 2013
              Amended: October 2011
              Amended: January 2011
              Amended: October 2009
              Added: July 2007

            • AU-A.1.14

              For an explanation of the CBB’s rule-making powers and different regulatory instruments, see Section UG-1.1.

              Added: July 2007

        • AU-A.2 AU-A.2 Module History

          • AU-A.2.1

            This Module was first issued in April 2005 by the BMA, together with the rest of Volume 3 (Insurance). Any material changes that have subsequently been made to this Module are annotated with the calendar quarter date in which the change was made. UG-3 provides further details on Rulebook maintenance and version control.

            Amended: July 2007

          • AU-A.2.2

            When the CBB replaced the BMA in September 2006, the provisions of this Module remained in force. Volume 3 was updated in January 2007 to reflect the switch to the CBB; however, new calendar quarter dates were only issued where these involved changes in the substance of Rules.

            Added: July 2007

          • AU-A.2.3

            A list of recent changes made to this Module is provided below:

            Module Ref. Change Date Description of Changes
            AU-1.1 01/07/05 Corrections made to cross references.
            AU-1.2 01/07/05 Correction to typo and clarification to AU-1.2.4.
            AU-1.4 01/07/05 Clarified possible exclusion to regulated insurance services.
            AU-5.1 01/07/05 Clarified AU-5.1.2 and amended AU-5.1.8(e) to reflect that the cash deposit to be held with a commercial bank also applies to insurance brokers.
            AU-5.2 01/07/05 Correction made to cross reference.
            AU-5.3 01/07/05 Corrected reference to Form 4 (Application for Registration).
            AU-1.1 01/10/05 Clarified application of grandfathering provisions for composite companies.
            AU-2.1 01/10/05 Clarified legal status for E.C. companies and added the option for insurance manager to operate as a branch resident in Bahrain of a company incorporated in another jurisdiction.
            AU-2.2 01/10/05 Clarified guidance on mind and management for insurance licensees originally licensed as exempt companies.
            AU-2.8 01/10/05 Clarified the application of IFRS and AAOIFI standards.
            AU-2.1 01/01/06 Clarified legal status for EC companies that are insurance brokers and insurance consultants.
            AU-2.1.6 01/04/06 Guidance Paragraph deleted in October 2005.
            AU-1.2.2 01/01/07 Added Signing Actuary (where the Signing Actuary is an employee of the insurance firm) to the list of controlled functions for which an application for approved person must be submitted.
            AU-A.1.13 01/2007 New Rule introduced, categorising this Module as a Directive.
            AU-1.1.24 01/2007 Added Rule pertaining to suitability of applicants for authorisation.
            AU-2.1.11 01/2007 Corrected legal status requirements for insurance consultants.
            AU-2.6.1A 01/2007 Added a Rule dealing with the segregation of staff responsibilities.
            AU-5.1. 01/2007 Section amended to reflect new procedures reflecting CBB Law.
            AU-5.4 01/2007 Amended to reflect new CBB Law procedures.
            AU-5.5 01/2007 Amended to reflect new CBB Law procedures.
            AU-6 01/2007 New Chapter on Licensing and Registration Fees added.
            AU-1.1.14 10/2007 Pure reinsurers can undertake both general insurance business and long-term insurance business within the same entity.
            AU-1.2.3 and 1.2.4 10/2007 Clarified the controlled functions for which CBB prior approval is required.
            AU-2.5.4 10/2007 Clarified that insurance brokers must also maintain a cash deposit as per Section GR-7.1.
            AU-5.1.5 and 5.1.5A 01/2008 Clarified CBB's requirements for letters of comfort and/or letters of guarantee.
            AU-5.1.13 01/2008 Clarified CBB's requirements for items that must be in place within 6 months of a new license being issued.
            AU-5.2.2 04/2008 Clarified to whom Form 3 should be sent to if dealing with a request for an appointment of MLRO from an existing investment firm licensee.
            AU-5.5.6 04/2008 Outlined CBB's requirements in instances where a controlled function becomes vacant.
            AU-6.3 04/2008 Clarified the payment of annual fees for new insurance licensees and registered persons.
            AU-5.2.5 07/2008 Clarified that the refusal decision by the CBB to grant a person 'approved person' status is issued to the insurance licensee.
            AU-5.2.6 07/2008 Added cross reference.
            AU-6.3 10/2008 Introduced a minimum licensing fee for new applicants whose annual licensing fees may be prorated.
            AU-2.1.8 04/2009 Amended the legal status of insurance broker to no longer allow the establishment of new licensees as single person company.
            AU-6.3.12 and 6.3.12A 04/2009 Clarified the rules regarding annual license fees to be paid by new licensees in relation to the first year in which the license has been granted.
            AU-6.3.16 04/2009 Deleted Paragraph waiving annual fees for insurance licensees in run-off and whose license has been restricted to servicing existing business.
            AU-A.1, AU-B.2, AU-1.3A, AU-4, AU-5.3, AU-5.5 and AU-6.3 10/2009 Added registration requirements for appointed representatives.
            AU-A.1.13 10/2009 Reference to Regulations added to Paragraph under Legal Basis.
            AU-2.1.8 and AU-2.1.11 10/2009 The legal status option for insurance brokers and insurance consultants to be established as a branch resident in Bahrain of a company incorporated in another jurisdiction has been deleted.
            AU-1.4.16A 04/2010 Guidance provided on the definition of regulated services for insurance consultants.
            AU-2.1.8 04/2010 Clarified the legal status for insurance brokers.
            AU-4.1.2A 04/2010 Added guidance on relevant loss adjusters associations used in evaluating expertise condition.
            AU-5.2.1 04/2010 Added requirement for licensees to verify accuracy of information contained in form 3 (Approved persons).
            AU-5.2.2A and B 04/2010 Clarified requirements when submitting Form 3.
            AU-5.2.7 and 5.2.8 04/2010 Clarified notification requirements when applying for Approved person status.
            AU-A.1.13 01/2011 Clarified legal basis.
            AU-5.1.5A 01/2011 Removed the reference to a letter of comfort that may be provided with an application for license.
            AU-1.2.9A 04/2011 Clarified the position of Chairman and that of managing director. This Rule was moved from the former version of Module HC.
            AU-1.2.11A 04/2011 Added a definition Paragraph for the compliance officer.
            AU-A.1.10 10/2011 Guidance Paragraph amended as Volume 5_Representative Offices was issued in December 2010.
            AU-A.1.13 10/2011 Legal basis updated to reflect all Articles of the CBB Law covered by this Module as well as applicable Resolutions.
            AU-5.1.13 10/2011 Clarified CBB's requirements for items that must be in place within 6 months of a new license being issued to be in line with other Volumes of the Rulebook.
            AU-5.5 10/2011 Clarified language on cancellation of a license to be in line with other Volumes of the CBB Rulebook.
            AU-1.4.10 04/2012 Reference added to appointed representatives.
            AU-2.1.8 and AU-2.1.9 10/2012 Clarified legal status for single person company and natural person.
            AU-5.5.4A 10/2012 Corrected cross reference.
            AU-A.1.13 01/2013 Updated legal basis.
            AU-B.1.1 01/2013 Updated prohibition as per issuance of Resolution No.(16) for the year 2012.
            AU-1.1 01/2013 References added to requirements under Resolution No.(16) for the year 2012.
            AU-6.3 07/2013 Amended due date and collection process for annual license and registration fees.
            AU-1.2 04/2014 Approved persons requirement updated to reflect consultation undertaken on the enhanced operational and solvency framework.
            AU-1.4.13 10/2014 Amended the definition of exempt introducer.
            AU-2.1.11 10/2014 Aligned with Commercial Companies Law.
            AU-A.1.13 07/2015 Legal basis updated to reflect Resolution No (23) of 2015.
            AU-5.2 07/2015 Amended to be in line with Resolution No (23) of 2015 on Prior Approval Requirements for Approved Persons.
            AU-1.2 01/2016 Clarified general requirements for approved persons.
            AU-3 01/2016 Amended to be in line with Resolution No (23) of 2015 on Prior Approval Requirements for Approved Persons.
            AU-4.2.2 01/2016 Corrected cross reference.
            AU-5.1.4 01/2016 Paragraph deleted as no longer applicable.
            AU-5.2 01/2016 Minor amendments to be aligned with other Volumes of the Rulebook.
            AU-5.6 07/2017 Added new Section on Publication of the Decision to Grant, Cancel or Amend a License.
            AU-A.1.10 04/2018 Amended Paragraph.
            AU-5.1.1 04/2018 Amended Paragraph.
            AU-5.1.12E 04/2018 Amended sub-paragraph.
            AU-5.2.2 04/2018 Amended Paragraph.
            AU-5.3.1 04/2018 Amended Paragraph.
            AU-5.1.1 07/2019 Amended Paragraph to remove references to hardcopy Form 1 submission to online submission.
            AU-1.1.18A 10/2019 Added a new Paragraph on Insurance Aggregators.
            AU-1.1.18B 10/2019 Added a new Paragraph on Insurance Aggregators.
            AU-1.1.18C 10/2019 Added a new Paragraph on Insurance Aggregators.
            AU-5.1.12I 10/2019 Changed from Rule to Guidance.
            AU-5.1.12J 10/2019 Changed from Rule to Guidance.
            AU-5.6.1 10/2019 Changed from Rule to Guidance.
            AU-1.2 10/2020 Amended Section on Approved Persons.
            AU-1.4.3A 10/2020 Added a new Paragraph on compliance with AAOIFI Standards.
            AU-1.3A.3 07/2023 Added a new Paragraph on meeting the requirements of an appointed representative.
            AU-1.3A.4 07/2023 Added a new Paragraph on appointed representative termination notification.
            AU-1.3A.5 07/2023 Added a new Guidance on appointed representatives compliance with requirements.
            AU-4.1.1 07/2023 Deleted appointed representatives from the relevant expertise.
            AU-4.1.5 07/2023 Deleted Paragraph.
            AU-4.1.6 07/2023 Deleted Paragraph.
            AU-4.1.7 07/2023 Deleted Paragraph.
            AU-4.2.1 07/2023 Deleted appointed representatives.
            AU-5.5.9 – AU-5.5.10 07/2023 Deleted appointed representatives.
            AU-6.3.6 07/2023 Amended registration fixed fee for registered actuaries.

          • AU-A.2.3

            This Module supersedes various articles contained in Ministerial Order No. 6 of 1990 regarding the issue of regulations for implementing legislative decree No. 17 of 1987 with respect to insurance companies and organisations. The specific articles in the Ministerial Order that have been cancelled by this Module are listed below:

            Order No. 6 Article Ref. Module Ref. Subject
            2–8   Licensing of insurance firms
            21–27   Licensing of insurance brokers
            33–42   Registration of actuaries
            43–51   Registration of loss adjusters
            53–64   Licensing of insurance consultants

          • AU-A.2.4

            Guidance on the implementation and transition to Volume 3 (Insurance) is given in Module ES (Executive Summary).

            Amended: July 2007

      • AU-B AU-B Scope of Application

        • AU-B.1 AU-B.1 The Public

          • AU-B.1.1

            The Authorisation requirements in Chapter AU-1 are generally applicable to the public, in that they prevent a person (whether legal or natural) from undertaking certain specified activities if they do not hold the appropriate authorisation from the CBB or marketing any financial services unless specifically allowed to do so by the CBB (see Rule AU-1.1.1). In addition, those applying for authorisation are also required to comply with the relevant requirements and procedures contained in this Module.

            Amended: January 2013
            Amended: July 2007

          • AU-B.1.2

            Three types of authorisation are prescribed:

            (i) Any person who provides a regulated insurance service within or from the Kingdom of Bahrain requires a license (see AU-1.1);
            (ii) Natural persons wishing to perform a controlled function in an insurance licensee require prior CBB approval, as an approved person (see AU-1.2); and
            (iii) Any person wishing to provide actuarial or loss adjuster services within the Kingdom of Bahrain is required to register with the CBB (see AU-1.3).
            Amended: July 2007

          • AU-B.1.3

            Because of the general applicability of many of the requirements contained in this Module, they are supported by way of a Regulation (see Section UG-1.1 for an explanation of the CBB’s rule-making powers and different regulatory instruments).

            Added: July 2007

        • AU-B.2 AU-B.2 Authorised Persons

          • AU-B.2.1

            Various requirements in Chapters AU-2 to AU-5 inclusive also apply to persons once they have been authorised by the CBB (whether as licensees, approved persons or registered actuaries, loss adjusters and appointed representatives).

            Amended: October 2009
            Amended: July 2007

          • AU-B.2.2

            Chapter AU-2 applies to insurance licensees (not just applicants), since licensing conditions have to be met on a continuous basis by licensees. Similarly, Chapter AU-3 applies to approved persons on a continuous basis; it also applies to insurance licensees seeking an approved person authorisation. Chapter AU-4 applies to actuaries, loss adjusters and appointed representatives that are either registered by the CBB or are seeking to be registered by the CBB. Chapter AU-5 contains requirements applicable to licensees, with respect to the starting up of their operations, as well as to licensees, approved persons and registered actuaries, loss adjusters and appointed representatives with respect to the amendment or cancellation of their authorised status. Finally, Section AU-6.2 imposes annual fees on licensees and registered actuaries, loss adjusters and licensed principals for their registered appointed representatives.

            Amended: October 2009
            Amended: July 2007

      • AU-1 AU-1 Authorisation Requirements

        • AU-1.1 AU-1.1 Insurance Licensees

          • General Prohibition

            • AU-1.1.1

              No person may:

              (a) Undertake (or hold themselves out to undertake) regulated insurance services, by way of business, within or from the Kingdom of Bahrain unless duly licensed by the CBB;
              (b) Hold themselves out to be licensed by the CBB unless they have as a matter of fact been so licensed; or
              (c) Market any financial services in the Kingdom of Bahrain unless:
              (i) Allowed to do by the terms of a license issued by the CBB;
              (ii) The activities come within the terms of an exemption granted by the CBB by way of a Directive; or
              (iii) Has obtained the express written permission of the CBB to offer financial services.
              Amended: January 2013
              Amended: July 2007

            • AU-1.1.1A

              For the purposes of Rule AU-1.1.1(a), please refer to Section AU-1.4 for the definition of ‘regulated insurance services’ and ‘by way of business’. Such activities will be deemed to be undertaken within or from the Kingdom of Bahrain if, for example, the person concerned:

              (a) Is incorporated in the Kingdom of Bahrain;
              (b) Uses an address situated in the Kingdom of Bahrain for its correspondence; or
              (c) Directly solicits clients, who are resident within the Kingdom of Bahrain.
              Added: July 2007

            • AU-1.1.2

              For the purposes of AU-1.1.1(b), and in accordance with Article 41(b) of the CBB Law persons would be considered in breach of this requirement if they were to trade as, or incorporate a company in Bahrain with a name containing the words '(re)insurance', '(re)assurance' or '(re)takaful', or the words 'broker', 'consultant', or 'manager' in combination with '(re)insurance', '(re)assurance' or '(re)takaful' (or the equivalents in any language), without holding the appropriate CBB license or the prior approval of the CBB.

              Amended: July 2007

            • AU-1.1.2A

              In accordance with Resolution No.(16) for the year 2012 and for the purpose of Subparagraph AU-1.1.1(c), the word 'market' refers to any promotion, offering, announcement, advertising, broadcast or any other means of communication made for the purpose of inducing recipients to purchase or otherwise acquire financial services in return for monetary payment or some other form of valuable consideration.

              Added: January 2013

            • AU-1.1.2B

              Persons in breach of Subparagraph AU-1.1.1(c) are considered in breach of Resolution No.(16) for the year 2012 and are subject to penalties under Articles 129 and 161 of the CBB Law (see also Section EN-10.3A).

              Added: January 2013

          • Authorisation

            • AU-1.1.3

              Depending on the type of regulated insurance service that a person wishes to undertake, applicants must seek to be licensed either as an insurance firm, an insurance broker, an insurance consultant, an insurance manager or an insurance exchange operator. These license categories cannot be combined.

              Amended: July 2007

            • AU-1.1.4

              Within the Kingdom of Bahrain and in respect of Bahrain residents, licensed insurance firms and insurance brokers may only effect contracts of insurance through intermediaries when these intermediaries are:

              (a) Licensed by the CBB (e.g., as an insurance broker);
              (b) Exempt introducers (as defined in Paragraph AU-1.4.13); or
              (c) Appointed representatives.
              Amended: July 2007

            • AU-1.1.5

              Persons wishing to be licensed to undertake regulated insurance services within or from the Kingdom of Bahrain must apply in writing to the CBB.

              Amended: July 2007

            • AU-1.1.6

              An application for a license must be in the form prescribed by the CBB and must contain, inter alia:

              (a) A business plan specifying the type of business to be conducted;
              (b) Application forms for all controllers;
              (c) Application forms for all controlled functions; and
              (d) For insurance brokers and insurance consultants, details of proposed professional indemnity coverage.
              Amended: July 2007

            • AU-1.1.7

              The CBB will review the application and duly advise the applicant in writing when it has:

              (a) Granted the application without conditions;
              (b) Granted the application subject to conditions specified by the CBB; or
              (c) Refused the application, stating the grounds on which the application has been refused and the process for appealing against that decision.
              Amended: July 2007

            • AU-1.1.8

              Detailed Rules and Guidance regarding information requirements and processes for licenses can be found in Section AU-5.1. As specified in Paragraph AU-5.1.12 and in accordance with Article 44(e) of the CBB Law, the CBB will provide a formal decision on a license application within 60 calendar days of all required documentation having been submitted in a form acceptable to the CBB.

              Amended: July 2007

            • AU-1.1.8A

              In granting new licenses, the CBB will specify the type of regulated insurance services for which a license has been granted, and include further conditions in relation to the license such as the class of business authorised, whether the insurance firm is operating on a conventional or takaful basis, limited to reinsurance or licensed as a captive insurer.

              Added: July 2007

            • AU-1.1.9

              All applicants seeking an insurance license must satisfy the CBB that they meet, by the date of authorisation, the minimum criteria for licensing, as contained in Chapter AU-2. Once licensed, insurance licensees must maintain these criteria on an ongoing basis.

              Amended: July 2007

            • AU-1.1.10

              An insurance licensee must not carry on any commercial business in the Kingdom of Bahrain or elsewhere other than insurance business and activities directly arising from or incidental to that business.

            • AU-1.1.11

              In instances where an insurance licensee carries on a commercial business, at the time where the Insurance Rulebook becomes effective, the insurance licensee must notify the CBB to establish the transitional rules in relation to this prohibited activity (refer to Paragraph ES-2.2.1).

              Amended: July 2007

            • AU-1.1.12

              Activities 'directly arising from or incidental' to an insurance firm's business, for instance, will depend on the type of insurance provided by an insurer. By way of example, an insurance firm providing health insurance may show a connection with owning and managing hospitals, an insurer providing insurance that covers damage to motor vehicles may reasonably be able to own accident repairers or garages. Insurers should consult the CBB in relation to their own circumstances in determining if an activity directly arises from or is incidental to their insurance business.

              Amended: July 2007

          • Insurance Firms

            • AU-1.1.13

              For the purposes of Volume 3 (Insurance), insurance firms are defined as insurance licensees who undertake the regulated insurance service of carrying on insurance business, as defined in Paragraphs AU-1.4.7 to AU-1.4.9.

              Amended: July 2007

               

               

            • AU-1.1.14

              An insurance firm must satisfy the CBB as to its suitability for each type and class of insurance business for which it is seeking authorisation. With the exception of captive insurers and pure reinsurers, an insurance firm cannot undertake both general and long-term insurance business. Insurance firms (including captive insurers), must operate on either conventional insurance principles or on takaful principles: they cannot combine the two.

              Amended: July 2007
              Amended: October 2007

            • AU-1.1.15

              In granting new licenses, the CBB will specify the classes of insurance for which authorisation has been granted, and on what basis (i.e. conventional insurance principles or takaful principles). For reinsurance companies, the license will restrict the insurance firm to undertaking reinsurance business only. For captive insurers, the license will also restrict the insurance firm to effecting insurance contracts with its own group members only. Grandfathering provisions apply for those insurance firms whose past license granted them the right to undertake both general and long-term insurance business (composite companies). In addition, composite companies are subject to the requirements of Paragraph GR-1.1.3 with respect to separate books and records for each kind of business. The grandfathering exemption will only apply to the licensee's classes of insurance business as at 1st April 2005, i.e. when Volume 3 (Insurance) was first issued. Should the insurance licensee wish to add additional classes of business, it will be required to separate its general and long-term business into separate licenses.

              Amended: July 2007

          • Insurance Brokers

            • AU-1.1.16

              For the purposes of Volume 3 (Insurance), insurance brokers are defined as insurance licensees who undertake the regulated insurance service of broking of insurance contracts, as defined in Paragraphs AU-1.4.10 to AU-1.4.15.

              Amended: July 2007

            • AU-1.1.17

              [This Paragraph was merged with Paragraph AU-1.1.24 in January 2007.]

              Amended: July 2007

            • AU-1.1.18

              An insurance broker may be licensed for one or more of the following types of business:

              (a) General insurance (as defined in Paragraph AU-1.4.9);
              (b) Unit-linked long-term insurance;
              (c) Long-term insurance (as defined in Paragraph AU-1.4.8) other than unit-linked business;
              (d) Reinsurance; and
              (e) Takaful products.
              Amended: July 2007
              Amended: October 2007

          • Insurance Consultants

            • AU-1.1.19

              For the purposes of Volume 3 (Insurance), insurance consultants are defined as insurance licensees who undertake the regulated insurance service of offering insurance advice, as defined in Paragraphs AU-1.4.16 to AU-1.4.18.

              Amended: July 2007

            • AU-1.1.20

              [This Paragraph was merged with Paragraph AU-1.1.24 in January 2007.]

              Amended: July 2007

            • AU-1.1.21

              An insurance consultant may be licensed for one or more of the following types of business:

              (a) General insurance (as defined in Paragraph AU-1.4.9);
              (b) Unit-linked long-term insurance;
              (c) Long-term insurance (as defined in Paragraph AU-1.4.8) other than unit-linked business;
              (d) Reinsurance; and
              (e) Takaful products.
              Amended: July 2007

          • Insurance Aggregator

            • AU-1.1.18A

              For the purposes of Volume 3 (Insurance), insurance aggregators are defined as insurance intermediaries with an insurance broker's license who operate an online platform, whether hosted on an Internet website or available as a smart device application which provides price comparisons and facilitates the purchase of insurance on behalf of insurance companies.

              Added: October 2019

            • AU-1.1.18B

              If any insurance aggregator wishes to provide additional regulated insurance broker services, such as handling of claims for its clients, it must seek the approval of the CBB.

              Added: October 2019

            • AU-1.1.18C

              An insurance aggregator license is allowed to provide insurance aggregation and other brokerage services with the CBB's approval only through the online platform. The aggregator may not undertake the activities of a traditional broker.

              Added: October 2019

          • Insurance Managers

            • AU-1.1.22

              For the purpose of Volume 3 (Insurance), insurance managers are defined as insurance licensees who undertake the regulated insurance service of providing insurance management services, as defined in Paragraphs AU-1.4.20 to AU-1.4.23.

              Amended: July 2007

          • Insurance Exchange Operators

            • AU-1.1.23

              For the purpose of Volume 3 (Insurance), insurance exchange operators are defined as insurance licensees who undertake the regulated insurance service of operating an insurance exchange, as defined in Paragraphs AU-1.4.24 and AU-1.4.25.

              Amended: July 2007

          • Suitability

            • AU-1.1.24

              Those seeking authorisation must satisfy the CBB as to their suitability to carry out the regulated investment services for which they are seeking authorisation.

              Added: July 2007

            • AU-1.1.25

              In assessing applications for a license, the CBB will assess whether an applicant satisfies the licensing conditions (as specified in Chapter AU-2) with respect to all the regulated investment services that the applicant proposes undertaking.

              Added: July 2007

        • AU-1.2 AU-1.2 Approved Persons

          • General Requirement

            • AU-1.2.1

              Insurance licensees must obtain the CBB's prior written approval for any person wishing to undertake a controlled function in an insurance licensee. The approval from the CBB must be obtained prior to their appointment, subject to the variations contained in Paragraph AU-1.2.3.

              Amended: January 2016
              Amended: July 2007

            • AU-1.2.2

              Controlled functions are those functions occupied by board members and persons in executive positions and include:

              (a) Board Member/ Director (for Bahraini insurance licensee only);
              (b) Chief Executive or General Manager and their Deputies;
              (c) Heads of other functions including (IT and HR functions);
              (d) Head of risk management;
              (e) Compliance officer;
              (f) Money Laundering Reporting Officer;
              (g) [This sub-Paragraph was deleted in October 2020];
              (h) Internal Shari'a reviewer (where applicable);
              (i) Unit-linked investment adviser (where applicable);
              (j) Signing Actuary (where the function is undertaken by a Director or an employee of the insurance firm);
              (k) Chief Financial Officer and/ or Head of Finance;
              (l) Head of Internal Audit;
              (m) Head of Underwriting;
              (n) Head of Claims; and
              (o) Head of Sales and Marketing/ Head of Business Development.
              Amended: October 2020
              Amended: January 2016
              Amended: April 2014
              Amended: October 2007
              Amended: July 2007

            • AU-1.2.3

              Controlled functions may be combined with any other functions, subject to the CBB's prior written approval and such combination must not result in any possible conflict of interest.

              Amended: April 2014
              Amended: October 2007
              Amended: July 2007

            • AU-1.2.4

              [This Paragraph was deleted in April 2014.]

              Deleted: April 2014
              Amended: October 2007
              Amended: July 2007

            • AU-1.2.5

              [This Paragraph was deleted in April 2014.]

              Deleted: April 2014

          • Basis for Approval

            • AU-1.2.6

              Approval under Paragraph AU-1.2.1 is only granted by the CBB, if it is satisfied that the person is fit and proper to hold the particular position in the licensee concerned. 'Fit and proper' is determined by the CBB on a case-by-case basis. The definition of 'fit and proper' and associated guidance is provided in Sections AU-3.1 and AU-3.2 respectively.

              Amended: July 2007

          • Definitions

            • Board Member/ Director

              • AU-1.2.7

                Director is any person who occupies the position of a Director, as defined in Article 173 of the Commercial Companies Law (Legislative Decree No. 21 of 2001).

                Amended: July 2007

              • AU-1.2.8

                The fact that a person may have 'Director' in their job title does not of itself make them a Director within the meaning of the definition noted in Paragraph AU-1.2.7. For example, a 'Director of Marketing', is not necessarily a member of the Board of Directors and therefore may not fall under the definition of Paragraph AU-1.2.7.

                Amended: July 2007

            • Chief Executive Officer or General Manager and their Deputies

              • AU-1.2.9

                The Chief Executive or General Manager means a person who is responsible for the conduct of the licensee (regardless of actual title). The Chief Executive or General Manager must be resident in Bahrain. This person is responsible, alone or jointly, for the conduct of the whole of the firm, or, in the case of an overseas insurance licensee, for all of the activities of the branch.

              • AU-1.2.9A

                The Chairman of the Board may not act as the Chief Executive or General Manager. However, in the case of appointing a Director on the Board as the Managing Director of the insurance licensee, such person:

                (a) Should be fully responsible for the executive management and performance of the insurance licensee, within the framework of delegated authorities set by the Board;
                (b) Must devote full-time working hours to the insurance licensee; and
                (c) Must not be employed at any other firm.
                Added: April 2011

            • Heads of other functions

              • AU-1.2.10

                Head of function means a person who exercises major managerial responsibilities, is responsible for a significant business or operating unit, or has senior managerial responsibility for maintaining accounts or other records of the licensee.

            • Chief Risk Officer/ Head of Risk Management

              • AU-1.2.10A

                Chief risk officer/ Head of risk management is responsible for the management of all risk exposures arising from the activities of the insurance firm.

                Amended: October 2020
                Added: April 2014

              • AU-1.2.11

                Whether a person is a head of function will depend on the facts in each case and is not determined by the presence or absence of the word in their job title. Examples of head of function might include, depending on the scale, nature and complexity of the business, a deputy Chief Executive; heads of departments such as Underwriting, Claims, Risk Management, Compliance or Internal Audit; the Chief Financial Officer; or a Signing Actuary (where that person is a Director or employee of the insurance firm concerned).

                Amended: July 2007

            • Compliance Officer

              • AU-1.2.11A

                All insurance licensees must designate an employee, of appropriate standing and resident in Bahrain, as Compliance Officer. The duties of the Compliance Officer include:

                (a) Having responsibility for oversight of the licensee's compliance with the requirements of the CBB; and
                (b) Reporting to the licensee's Board in respect of that responsibility.
                Added: April 2011

            • Money Laundering Reporting Officer (MLRO)

              • AU-1.2.11BB

                The attributes and responsibilities of the MLRO are described more fully in Paragraphs FC-3.1.9 and FC-3.2.1.

                Added: October 2020

            • Internal Shari’a Reviewer

              • AU-1.2.11B

                The internal Shari'a reviewer in a Takaful firm is responsible for the examination and evaluation of the adequacy and effectiveness of the Takaful firm's system of internal Shari'a control. The internal Shari'a review function must comply with AAOIFI Governance standard for Islamic Financial Institutions No. 3. (See also Module TC Paragraph TC-1.1.10).

                Amended: October 2020
                Added: April 2014

            • Unit-Linked Investment Adviser

              • AU-1.2.11C

                A Unit-Linked Investment Adviser refers to the function of advising clients on contracts that are, by their nature, investment products, including, but not limited to pension and retirement products.

                Added: October 2020

            • Signing Actuary

              • AU-1.2.11D

                A Signing Actuary is appointed to provide professional opinion and report on an insurance firm's actuarial evaluation; level of reserves that should be held in order to meet potential insurance liabilities. The signing actuary may be a Director or employee of the licensee and are accredited by an internationally recognised organisation.

                Added: October 2020

            • Chief Financial Officer/ Head of Finance

              • AU-1.2.11E

                The Chief Financial Officer/Head of Finance is responsible for directing the insurance licensee’s financial function, including ensuring that the relevant accounting treatment is applied to all of the activities of the insurance licensee in a timely manner. The scope of authority of the CFO/ Head of Finance is outlined in more detail in Subparagraph HC-6.3.2 (b).

                Added: October 2020

            • Head of Internal Audit

              • AU-1.2.11F

                The Head of Internal Audit is responsible for providing independent and objective review on the adequacy and effectiveness of the holistic internal control environment within the insurance licensee. The duties of the head of internal audit are outlined in more detail in Subparagraph HC-6.3.2 (d).

                Added: October 2020

            • Head of Underwriting

              • AU-1.2.11G

                The Head of Underwriting function is involved in portfolio analysis and to manage the underwriting process such as risk assessment, pricing and negotiation with the broker or clients. The Head of Underwriting should ensure effective oversight and guidance of underwriting risk in line with the insurance licensee’s risk appetite and policies and procedures.

                Added: October 2020

            • Head of Claims

              • AU-1.2.11H

                The Head of Claims function is responsible for directing and overseeing the operations of an insurance claims function to meet operational, financial and service requirements. The Head of Claims should ensure effective oversight and control of settlements in line with the insurance licensee’s risk appetite and policies and procedures. Moreover, the Head of Claims are involved in strategic processing and payment of claims and are often involved in sets policies on insurance claims.

                Added: October 2020

            • Head of Sales and Marketing/Head of Business Development

              • AU-1.2.11I

                The Head of Sales and Marketing/Head of Business Development is responsible for implementing the corporate strategy; marketing, sales and public relations. He/ she is responsible for developing and overseeing the marketing campaigns, social media accounts, digital marketing channels and other marketing plans. He/ she ensures innovation in product design and developments and conduct behavioural and trend analysis. He/ she engages directly with customers and ensures services provided to customers are in line with insurance licensee’s policies and procedures and with industry best practices.

                Added: October 2020

            • AU-1.2.12

              Where a firm is in doubt as to whether a function should be considered a controlled function it must discuss the case with the CBB.

              Amended: July 2007

            • AU-1.2.13

              [This Paragraph was moved to AU-1.2.11C in October 2020].

              Amended: October 2020
              Amended: July 2007

        • AU-1.3 AU-1.3 Registered Actuaries and Loss Adjusters

          • AU-1.3.1

            In accordance with Article 74 of the CBB Law, a person may not carry on the business of an actuary or a loss adjuster, without being registered as such with the CBB.

            Amended: July 2007

          • AU-1.3.2

            For the purposes of Paragraph AU-1.3.1 and in accordance with Article 1 of the CBB Law, actuaries are defined as persons who hold themselves out as able to give a professional opinion on the level of reserves that should be held in order to meet potential insurance liabilities and are accredited by an international recognised organisation.

            Amended: July 2007

          • AU-1.3.3

            For the purposes of Paragraph AU-1.3.1, loss adjusters are defined as persons who hold themselves out as being able to determine the extent of a firm's liability for loss when a claim is submitted. In doing so, loss adjusters may investigate and settle losses for an insurance firm by surveying or assessing the extent of damages being claimed for under an insurance contract, investigate the causes of such damage, and the extent to which those damages are covered by the contract of insurance.

            Amended: July 2007

        • AU-1.3A AU-1.3A Registered Appointed Representatives

          • AU-1.3A.1

            In accordance with Resolution 11 issued under Article 74 of the CBB Law, a person may not be appointed by a licensed principal as an appointed representative, without being registered as such with the CBB.

            Adopted: October 2009

          • AU-1.3A.2

            For the purposes of Paragraph AU-1.3A.1, an appointed representative is defined as an agent, who is not licensed by the CBB as insurance firm, insurance broker or insurance consultant, appointed by an insurance firm (licensed principal) as its representative according to the rules in Chapter GR-9.

            Adopted: October 2009

          • AU-1.3A.3

            For the purposes of Paragraph AU-1.3A.1, an insurance firm must submit a confirmation that the appointed representative meets the criteria for appointment and the licensee will be able to meet the on-going requirements stipulated in Chapter GR-9.

            Added: July 2023

          • AU-1.3A.4

            Insurance firms must notify the CBB when an arrangement with an appointed representative is terminated within 5 working days of such termination.

            Added: July 2023

          • AU-1.3A.5

            Should the appointed representative fail to comply with the requirements outlined in Chapter GR-9 the CBB may cancel the registration status if it deems necessary to do so (see Chapter EN-9).

            Added: July 2023

        • AU-1.4 AU-1.4 Definition of Regulated Insurance Services

          • AU-1.4.1

            For the purposes of Volume 3 (Insurance) and in accordance with Article 39 of the CBB Law, regulated insurance services are any of the activities specified in Section AU-1.4, carried on by way of business. However, upon application, the CBB may exclude one or more specific transactions from the definition of regulated insurance services.

            Amended: July 2007

          • AU-1.4.2

            The CBB will normally only consider granting such an exemption when a Bahrain resident is unable to obtain a specific product in Bahrain and it would be unreasonable to require the overseas provider of that product to be licensed for that particular transaction.

            Amended: July 2007

          • AU-1.4.3

            For the purposes of Volume 3 (Insurance), carrying on a regulated insurance service by way of business means:

            (a) Undertaking one or more of the activities specified in Section AU-1.4 for commercial gain;
            (b) Holding oneself out as willing and able to engage in that activity; or
            (c) Regularly soliciting other persons to engage in transactions constituting that activity.
            Amended: July 2007

          • AU-1.4.3A

            Where licensees are undertaking regulated activities in accordance with Shari'a, all transactions and contracts concluded by Insurance licensees must comply with Sharia standards issued by the Accounting and Auditing Organisation for Islamic Financial Institutions (AAOIFI). The validity of the contract or transaction is not impacted, if at a later date, the relevant AAOIFI Sharia standards are amended.

            Added: October 2020

          • General Exclusions

            • AU-1.4.4

              With the exception of insurance firms licensed to carry on insurance business as a captive insurer, a person does not carry on an activity constituting a regulated insurance service if the person is a body corporate and carries on that activity solely with or for other bodies corporate, and they are all members of the same group.

              Amended: July 2007
              Amended: October 2007

            • AU-1.4.5

              A person does not carry on an activity constituting a regulated insurance service if the activity:

              (a) Is carried on in the course of a business which does not ordinarily constitute of the carrying on of financial services;
              (b) May reasonably be regarded as a necessary part of any other services provided in the course of that business; and
              (c) Is not remunerated separately from the other services.
              Amended: July 2007
              Amended: October 2007

            • AU-1.4.6

              A person does not carry on an activity constituting a regulated insurance service if he carries on an activity with or for another person, and they are both members of the same family.

              Amended: October 2007

          • Carrying on of Insurance Business (Insurance Firms)

            • AU-1.4.7

              The carrying on of insurance business includes the carrying out and effecting of insurance contracts as principal, including with limitation contracts of long-term insurance or contracts of general insurance. Effecting contracts of insurance means assuming (as principal) insurance risk, by entering into a contract of insurance or contract of reinsurance. Carrying out contracts of insurance means performing (as principal) obligations under a contract of insurance or reinsurance.

            • AU-1.4.8

              A contract of long-term insurance includes any insurance contract dealing with life insurance, personal accident with a term over 1 year and savings and fund accumulation insurance.

            • AU-1.4.9

              A contract of general insurance includes any insurance contract dealing within one or more of the following categories:

              (a) Fire and other property damage;
              (b) Marine, aviation and transport;
              (c) Accident and liability insurance;
              (d) Motor insurance; or
              (e) Such other activities as the CBB may specify from time to time.
              Amended: July 2007

          • The Broking of Insurance Contracts (Insurance Brokers/Appointed Representatives)

            • AU-1.4.10

              The broking of insurance contracts means:

              (a) Acting as agent for another person in relation to the buying of insurance for that other person;
              (b) Making arrangements with a view to another person, whether as principal or agent, buying insurance; or
              (c) Advising on insurance.
              Amended: July 2007
              Amended: October 2007

            • AU-1.4.11

              In Subparagraph AU-1.4.10 (c), 'advising' means giving advice to a person in his capacity as a policyholder or potential policyholder (or in his capacity as agent for a policyholder or potential policyholder), on the merits of entering into a contract of insurance whether as principal or agent.

              Amended: July 2007
              Amended: October 2007

            • AU-1.4.12

              A person does not carry on the activities specified in Subparagraphs AU-1.4.10 (a) or (b) if he enters or is to enter into a transaction in respect of a contract of insurance as principal.

              Amended: July 2007

            • AU-1.4.13

              A person does not carry on the broking of insurance contracts if he falls under the definition of exempt introducer, defined as:

              (a) A person selling an extended warranty insurance product where the product is sold as part of an exclusive arrangement originated by the product manufacturer and in conjunction with the purchase by the insured of the product;
              (b) A person selling travel insurance as part of, or in conjunction with, a travel package, either directly or through a travel agent (where no advice is being provided other than that contained in the product literature);
              (c) A person, approved or licensed as an insurance intermediary in its country of incorporation or residence, providing marine, aviation or transit insurance, general reinsurance or long-term reinsurance to clients in Bahrain;
              (d) [This Subparagraph was deleted in October 2014]; and
              (e) An insurer or reinsurance broker located outside Bahrain ('A') placing business on behalf of a CBB licensed insurance broker ('B'), where B is carrying on business in Bahrain and on behalf of Bahrain residents and A is acting on behalf of B.
              Amended: October 2014
              Amended: July 2007
              Amended: October 2007

            • AU-1.4.14

              A person does not give advice in relation to an insurance contract by giving advice in any newspaper, journal, magazine, broadcast services or similar service in any medium if the principal purpose of the publication or service, taken as a whole, is neither:

              (a) That of giving advice of the kind mentioned in Paragraph AU-1.4.13; nor
              (b) That of leading or enabling persons to buy insurance contracts.
              Amended: July 2007
              Amended: October 2007

            • AU-1.4.15

              A person does not arrange insurance contracts merely by providing the means by which one party to a transaction is able to communicate with other such parties.

              Amended: October 2007

          • The Offering of Insurance Advice (Insurance Consultants)

            • AU-1.4.16

              The offering of insurance advice means advising on insurance to third parties, without also acting as agent or making arrangements with a view to another person buying insurance.

              Amended: October 2007

            • AU-1.4.16A

              For purposes of Paragraph AU-1.4.16, should the insurance consultant receive a fee for his services as agent from the party that provides the insurance or reinsurance to the third party, such services will be considered as broking of insurance and will be covered under Paragraph AU-1.4.10.

              Added: April 2010

            • AU-1.4.17

              In Paragraph AU-1.4.16, 'advising on insurance' means giving advice to a person in his capacity as a policyholder or potential policyholder (or in his capacity as agent for a policyholder or potential policyholder), on the merits of entering into a contract of insurance whether as principal or agent.

              Amended: July 2007
              Amended: October 2007

            • AU-1.4.18

              A person does not give advice in relation to an insurance contract by giving advice in any newspaper, journal, magazine, broadcast services or similar service in any medium if the principal purpose of the publication or service, taken as a whole, is neither:

              (a) That of giving advice of the kind mentioned in Paragraph AU-1.4.16; nor
              (b) That of leading or enabling persons to buy insurance.
              Amended: July 2007
              Amended: October 2007

            • AU-1.4.19

              Advice given by professionals may not constitute the activity of advising on insurance, even if the matter relates to insurance, providing it satisfies the general exclusion specified in Paragraph AU-1.4.5. These may include circumstances such as lawyers providing legal advice on the interpretation of insurance contracts; business consultancy advice on the establishment of a new business, which may include, in general terms, discussion of the classes of insurance that the business may need; and the interpretation of insurance contracts by loss adjusters.

              Amended: July 2007

          • The Provision of Insurance Management Services (Insurance Managers)

            • AU-1.4.20

              The provision of insurance management services means the provision of management services to, or the exercising of managerial functions on behalf of, an insurance firm.

            • AU-1.4.21

              Management services and managerial functions include the administration and underwriting of insurance contracts.

            • AU-1.4.22

              A person does not provide insurance management services to an insurance firm, if he is an employee or a Board member of that licensee.

              Amended: October 2007

            • AU-1.4.23

              An insurance manager may provide management services to undertakings other than insurance firms, providing that these activities do not compromise the manager's ability to provide a professional service to insurance firms and the manager can meet the licensing conditions specified in Chapter AU-2. It is possible for a group to include separate licensees, one an insurance broker and the other an insurance manager.

          • The Operating of an Insurance Exchange

            • AU-1.4.24

              The operating of an insurance exchange means the maintenance, administration and management of an insurance exchange located within the Kingdom of Bahrain by, inter alia, determining its membership, operating rules or arranging the provision of shared services to users of the exchange.

            • AU-1.4.25

              For the purposes of Paragraph AU-1.4.24, an insurance exchange means a distinct market place comprising as members insurance firms or insurance brokers, and undertaking insurance related activities. The fact that the exchange may undertake other non-insurance related activities does not preclude it from being an 'insurance exchange' within the meaning of Paragraph AU-1.4.24.

              Amended: July 2007

      • AU-2 AU-2 Licensing Conditions

        • AU-2.1 AU-2.1 Condition 1: Legal Status

          • Insurance Firm

            • AU-2.1.1

              Except for captive insurers, the legal status of an insurance firm must be:

              (i) A Bahraini joint stock company (BSC);
              (ii) A branch resident in Bahrain of a company incorporated under the laws of its territory of incorporation and (where local regulation so requires) authorised as an insurance or reinsurance firm in that territory; or
              (iii) A Bahraini exempt company (E.C.) which was incorporated and licensed to conduct insurance business prior to 1st January 2005.
              Amended: July 2007

            • AU-2.1.2

              For captive insurers, the legal status of an insurance firm must be:

              (i) A Bahraini special purpose vehicle (SPV), specifically established to carry out the activities of a captive insurer; or
              (ii) Any of the legal structures noted in Paragraph AU-2.1.1.
              Amended: July 2007

            • AU-2.1.3

              A Bahraini SPV is a category of a closed Bahraini joint stock company (BSC(c)). The minimum capital required by the Ministry of Commerce and Industry to incorporate such a company is much lower than for other types of companies, at BD 1,000. In addition, however, captive insurers must satisfy the CBB's capital requirements for captives, as set out in Module CA (Capital Adequacy).

              Amended: July 2007
              Amended: January 2008

            • AU-2.1.4

              Where the insurance licensee is a branch of an overseas insurance company, in deciding whether to grant a license, the CBB will pay close regard to its activities elsewhere and how these activities are regulated. If the insurance licensee is not regulated elsewhere (e.g. some countries do not regulate reinsurance firms) or in a jurisdiction not substantially compliant with IAIS Core Principles or FATF standards, then an application for licensing can only be considered after exhaustive enquiries into the firm's shareholders, management structure and financial position.

              Amended: July 2007

            • AU-2.1.5

              [Guidance Paragraph deleted in January 2007.]

              Amended: July 2007

            • AU-2.1.6

              [Guidance Paragraph deleted in October 2005.]

          • Insurance Broker

            • AU-2.1.7

              Licensees who were carrying out activities that fall within the definition of the regulated activity of insurance broker prior to 1 April 2005 may be unincorporated entities or natural persons and were allowed to continue as such until 31 December 2006.

              Amended: July 2007

            • AU-2.1.8

              The legal status of an insurance broker after 1 April 2009 must be:

              (i) A Bahraini joint stock company (BSC);
              (ii) A Bahraini company with limited liability ('WLL');
              (iii) A branch resident in Bahrain of a company incorporated under the laws of its territory of incorporation and (where local regulation so requires) authorised as an insurance or reinsurance intermediary in that territory, and licensed to conduct insurance business in Bahrain prior to 1st April 2009;
              (iv) A Bahraini exempt company (E.C.) which was incorporated and licensed to conduct insurance business prior to 1st January 2005;
              (v) A Bahraini single person company which was incorporated and licensed to conduct insurance business prior to 1st April 2009; or
              (vi) A natural person that has been licensed by the CBB to conduct insurance business prior to April 2005.
              Amended: October 2012
              Amended: April 2010
              Amended: October 2009
              Amended: April 2009
              Amended: July 2007

            • AU-2.1.9

              Licensees referred to in Subparagraphs AU-2.1.8 (v) and (vi) will be granted a six-month period from the date of the death of the natural person to convert the license to comply with Subparagraph AU-2.1.8 (i) or (ii), subject to the CBB's prior written approval.

              Amended: October 2012
              Amended: July 2007

            • AU-2.1.10

              An insurance broker's business activity must be restricted by its Memorandum and Articles of Association to insurance broking.

          • Insurance Consultant

            • AU-2.1.11

              Persons carrying out the regulated activity of insurance consultant, and who meet the licensing criteria of this Section, must be:

              (i) [This Subparagraph was deleted in October 2014];
              (ii) A Bahraini single person company;
              (iii) A Bahraini joint stock company (BSC);
              (iv) A Bahraini company with limited liability ('WLL'); or
              (v) A Bahraini exempt company (E.C.) which was incorporated and licensed to conduct insurance business prior to 1st January 2005.
              Amended: October 2014
              Amended: October 2009
              Amended: July 2007

          • Insurance Manager

            • AU-2.1.12

              Persons carrying out the regulated activity of insurance manager, and who meet the licensing criteria of this Section must be:

              (i) A Bahraini joint stock company (BSC);
              (ii) A Bahraini company with limited liability ('WLL'); or
              (iii) A branch resident in Bahrain of a company incorporated under the laws of its territory of incorporation and (where local regulation so requires) authorised as an insurance or reinsurance intermediary in that territory.
              Amended: July 2007

            • AU-2.1.13

              An insurance manager is a professional provider of services to insurance firms, which may include company secretarial, bookkeeping, claims processing and underwriting and, where duly licensed, insurance consulting and actuarial services. The CBB would, in principle, regard it as acceptable for the insurance manager to provide these services to other clients, whether or not insurance clients. It would not regard it as acceptable for the firm to combine these activities with that of insurance broker, although it is possible for a group to include both insurance broker and insurance manager activities, for instance, by an insurance broker establishing a subsidiary to act as an insurance manager (or vice versa).

              Amended: July 2007

        • AU-2.2 AU-2.2 Condition 2: Mind and Management

          • AU-2.2.1

            Insurance licensees with their Registered Office in the Kingdom of Bahrain must maintain their Head Office in the Kingdom. Overseas insurance licensees must maintain a local management presence and premises in the Kingdom appropriate to the nature and scale of their activities.

          • AU-2.2.2

            In assessing the location of an insurance licensee's Head Office, the CBB will take into account the residency of its Directors and senior management. The CBB requires the majority of key decision makers in executive management — including the Chief Executive Officer — to be resident in Bahrain. In the case of overseas licensees, the CBB requires the branch or subsidiary of a foreign owned company to have a substantive presence, demonstrated by a level of staff and other resources sufficient to ensure adequate local scrutiny and control over business booked in the Bahrain branch or subsidiary.

            Amended: July 2007

          • AU-2.2.3

            In the case of insurance licensees originally licensed as exempt companies, the CBB will consider the granting of temporary individual waivers on a case-by-case basis from the requirements in Paragraph AU-2.2.1. In all cases, the CBB's objective is to require all such companies that wish to remain licensed by the CBB, to have a suitable office in the Kingdom of Bahrain. This requirement means that knowledgeable staff should be resident in Bahrain.

            Amended: July 2007

          • AU-2.2.4

            Subject to CBB approval, an insurance licensee that is a captive (re)insurance company may maintain its Head Office or place of business at the offices of an insurance manager appointed to manage its affairs.

            Amended: July 2007

          • AU-2.2.5

            The CBB's overall approach to captive insurers is summarized in Module CI. The day-to-day operations of captive insurers are typically outsourced to specialist captive managers, and Paragraph AU-2.2.4 allows for this possibility. The CBB requires captive managers providing services to CBB-licensed captive insurers to be also licensed by the CBB and thus also to have a substantive presence within the Kingdom.

            Amended: July 2007
            Amended: October 2007

        • AU-2.3 AU-2.3 Condition 3: Controllers and Close Links

          • AU-2.3.1

            Insurance licensees must satisfy the CBB that their controllers are suitable and pose no undue risks to the licensee. Insurance licensees must also satisfy the CBB that their close links do not prevent the effective supervision of the insurance licensee by the CBB and otherwise pose no undue risks to the licensee.

            Amended: July 2007

          • AU-2.3.2

            Chapters GR-5 and GR-6 contains the CBB's requirements and definitions regarding controllers and close links.

            Amended: July 2007

          • AU-2.3.3

            In summary, controllers are persons who directly or indirectly are significant shareholders in an insurance licensee, or who are otherwise able to exert significant influence on the insurance licensee. The CBB seeks to ensure that controllers pose no significant risks to the licensee. In general terms, controllers are assessed in terms of their financial standing, their judicial and regulatory record, and standards of business and (where relevant) personal probity.

            Amended: July 2007
            Amended: October 2007

          • AU-2.3.4

            In summary, an insurance licensee has close links with its subsidiaries, with its parent undertakings, and with subsidiaries of its parent undertakings. It also has close links with any entity in which the licensee, its subsidiaries, its parent undertakings, and the subsidiaries of its parent undertakings has an equity interest of more than 20% (either in terms of capital or voting rights). The CBB seeks to ensure that these closely linked entities do not pose any material financial, reputational or other risks to the licensee. The CBB also seeks to ensure that the structure and geographical spread of the group is such that it is subject to adequate scrutiny at group level.

            Amended: July 2007
            Amended: October 2007

          • AU-2.3.5

            In all cases, when judging applications from existing groups, the CBB will have regard to the reputation and financial standing of the group as a whole. Where relevant, the CBB will also take into account the extent and quality of supervision applied to overseas members of the group and take into account any information provided by other supervisors in relation to any member of the group.

            Amended: July 2007
            Amended: October 2007

        • AU-2.4 AU-2.4 Condition 4: Board and Employees

          • AU-2.4.1

            In accordance with Article 65 of the CBB Law, those nominated to carry out controlled functions must satisfy the CBB's approved persons requirements.

            Amended: July 2007

          • AU-2.4.2

            The definition of controlled functions is contained in Section AU-1.2, whilst Chapter AU-3 sets out the CBB's approved persons requirements.

            Amended: July 2007

          • AU-2.4.3

            The insurance licensee's staff, taken together, must collectively provide a sufficient range of skills and experience to manage the affairs of the licensee in a sound and prudent manner. Insurance licensees must ensure their employees meet any training and competency requirements specified by the CBB.

            Amended: July 2007

        • AU-2.5 AU-2.5 Condition 5: Financial Resources

          • AU-2.5.1

            Insurance licensees must maintain a level of financial resources, as agreed with the CBB, adequate for the level of business proposed. The level of financial resources held must at all times meet the minimum requirements contained in Module CA (Capital Adequacy), as specified for the category of insurance license held.

            Amended: July 2007

          • AU-2.5.2

            A 3-year business plan, with financial projections, must be submitted with any application for a license, demonstrating the adequacy of financial resources over that period, together with details (where appropriate) as to the calculation of rates, technical reserves, use of reinsurance, investment and valuation policies.

          • AU-2.5.3

            Overseas insurance applicants are required to provide written confirmation from their head office that the head office will provide financial support to the branch sufficient to enable it to meet its obligations as and when they fall due. Overseas insurance applicants must also demonstrate that the company as a whole is adequately resourced for the amount of risks underwritten, and that it and its group meet solvency standards applied by its home supervisor.

            Amended: October 2007

          • AU-2.5.4

            Insurance firms and insurance brokers must maintain a cash deposit with a retail bank licensed to operate in the Kingdom of Bahrain, in keeping with the requirement specified in Section GR-7.1.

            Amended: July 2007
            Amended: October 2007

          • AU-2.5.5

            Insurance brokers and insurance consultants must maintain professional indemnity coverage as specified in Chapter GR-10.

        • AU-2.6 AU-2.6 Condition 6: Systems and Controls

          • AU-2.6.1

            Insurance licensees must maintain systems and controls that are, in the opinion of the CBB, adequate for the scale and complexity of their activities. These systems and controls must meet the minimum requirements contained in Modules HC (High-level Controls) and RM (Risk Management), as specified for the category of insurance license held.

            Amended: July 2007

          • AU-2.6.1A

            Insurance licensees must maintain adequate segregation of responsibilities in their staffing arrangements, to protect against the misuse of systems and errors. Such segregation should ensure that no single individual has control over all stages of a transaction.

            Added: July 2007

          • AU-2.6.2

            Insurance licensees must maintain systems and controls that are, in the opinion of the CBB, adequate to address the risks of financial crime occurring in the licensee. These systems and controls must meet the minimum requirements contained in Module FC, as specified for the category of insurance license held.

            Amended: July 2007

          • AU-2.6.3

            Applicants will be required to demonstrate in their business plan (together with any supporting documentation) what risks their business would be subject to and how they would manage those risks. Applicants may be asked to provide an independent assessment of the appropriateness of their systems and controls to the CBB, as part of the licensing approval process.

            Amended: July 2007

          • AU-2.6.4

            Insurance brokers must, in connection with any premium monies received in the course of their business, establish and maintain separate client accounts separate to those for their own funds as required per Section GR-1.2.

        • AU-2.7 AU-2.7 Condition 7: External Auditors and Reporting Actuaries

          • AU-2.7.1

            Article 61 of the CBB Law requires that insurance licensees appoint external auditors, subject to prior CBB approval. The minimum requirements regarding auditors contained in Module AA (Auditors and Actuaries) must be met.

            Amended: July 2007

          • AU-2.7.2

            Article 72 of the CBB Law requires that insurance firms authorised to undertake long-term business appoint an actuary, subject to prior CBB approval. The minimum requirements contained in Module AA (Auditors and Actuaries) regarding actuaries must be met at all times.

            Amended: July 2007
            Amended: October 2007

          • AU-2.7.3

            Applicants must submit details of their proposed external auditors and, where relevant, actuary, to the CBB as part of their license application.

            Amended: July 2007
            Amended: October 2007

        • AU-2.8 AU-2.8 Condition 8: Other Requirements

          • Books and Records

            • AU-2.8.1

              Article 59 of the CBB Law requires that insurance licensees maintain comprehensive books of accounts and other records, which must be available for inspection within the Kingdom of Bahrain by the CBB, or persons appointed by the CBB, at any time. Insurance licensees must comply with the minimum record-keeping requirements contained in Module GR. Books of accounts must comply with International Financial Reporting Standard (IFRS) (and for Takaful and Retakaful companies relevant AAOIFI standards), and recognised international actuarial standards.

              Amended: July 2007
              Amended: October 2008

          • Provision of Information

            • AU-2.8.2

              Articles 58, 111 and 114 of the CBB Law require that insurance licensees act in an open and cooperative manner with the CBB. Insurance licensees must meet the regulatory reporting and public disclosure requirements contained in Modules BR and PD respectively.

              Amended: July 2007

          • General Conduct

            • AU-2.8.3

              Insurance licensees must conduct their activities in a professional and orderly manner, in keeping with good market practice standards. Insurance licensees must comply with the general standards of business conduct contained in Module PB, as well as the standards relating to treatment of customers contained in Module BC.

              Amended: July 2007

          • License and Registration Fees

            • AU-2.8.4

              Insurance licensees and registered persons must comply with any license and registration fee requirements applied by the CBB, and outlined in Chapter AU-6.

              Amended: July 2007

            • AU-2.8.5

              Following the transfer of insurance supervision to the CBB, the Central Bank is applying license and registration fees on insurance licensees and registered persons, effective for the year 2007.

              Amended: July 2007

          • Additional Conditions

            • AU-2.8.6

              Insurance licensees must comply with any other specific requirements or restrictions imposed by the CBB on the scope of their license.

              Amended: July 2007

            • AU-2.8.7

              When granting a license, the CBB specifies the regulated insurance service that the licensee may undertake and (where relevant) the type and classes of insurance business that the licensee may undertake. Pursuant to Article 45 of the CBB Law, the CBB has the right to impose such terms and conditions, as it deems necessary when issuing a license. Licensees must respect the scope of their license. Section AU-5.4 sets out the process for varying the scope of an authorisation, should a licensee wish to undertake new regulated insurance services.

              Amended: July 2007

            • AU-2.8.8

              In addition, the CBB may impose additional restrictions or requirements, beyond those already specified in Volume 3, to address specific risks. For instance, authorisation may be granted subject to strict limitations on intra-group transactions.

              Amended: July 2007

      • AU-3 AU-3 Approved Persons Conditions

        • AU-3.1 AU-3.1 Condition 1: 'Fit and Proper'

          • AU-3.1.1

            Licensees seeking an approved person authorisation for an individual, must satisfy the CBB that the individual concerned is 'fit and proper' to undertake the controlled function in question.

            Amended: July 2007

          • AU-3.1.2

            The authorisation requirement for persons nominated to carry out controlled functions is contained in Section AU-1.2. The authorisation process is described in Section AU-5.2.

          • AU-3.1.3

            Each applicant applying for approved person status and those individuals occupying approved person positions must comply with the following conditions:

            (a) Has not previously been convicted of any felony or crime that relates to his/her honesty and/or integrity unless he/she has subsequently been restored to good standing;
            (b) Has not been the subject of any adverse finding in a civil action by any court or competent jurisdiction, relating to fraud;
            (c) Has not been adjudged bankrupt by a court unless a period of 10 years has passed, during which the person has been able to meet all his/her obligations and has achieved economic accomplishments;
            (d) Has not been disqualified by a court, regulator or other competent body, as a director or as a manager of a corporation;
            (e) Has not failed to satisfy a judgement debt under a court order resulting from a business relationship;
            (f) Must have personal integrity, good conduct and reputation;
            (g) Has appropriate professional and other qualifications for the controlled function in question; and
            (h) Has sufficient experience to perform the duties of the controlled function.
            Amended: January 2016
            Amended: July 2007

          • AU-3.1.4

            In assessing the conditions prescribed in Paragraph AU-3.1.3, the CBB will take into account the criteria contained in Paragraph AU-3.1.5. The CBB reviews each application on a case-by-case basis, taking into account all relevant circumstances. A person may be considered 'fit and proper' to undertake one type of controlled function but not another, depending on the function's job size and required levels of experience and expertise. Similarly, a person approved to undertake a controlled function in one insurance licensee may not be considered to have sufficient expertise and experience to undertake nominally the same controlled function but in a much bigger licensee.

            Amended: January 2016
            Amended: July 2007

          • AU-3.1.5

            In assessing a person's fitness and propriety, the CBB will also consider previous professional and personal conduct (in Bahrain or elsewhere) including, but not limited to, the following:

            (a) The propriety of a person's conduct, whether or not such conduct resulted in a criminal offence being committed, the contravention of a law or regulation, or the institution of legal or disciplinary proceedings;
            (b) A conviction or finding of guilt in respect of any offence, other than a minor traffic offence, by any court or competent jurisdiction;
            (c) Any adverse finding in a civil action by any court or competent jurisdiction, relating to misfeasance or other misconduct in connection with the formation or management of a corporation or partnership;
            (d) Whether the person, or any body corporate, partnership or unincorporated institution to which the applicant has, or has been associated with as a director, controller, manager or company secretary been the subject of any disciplinary proceeding, investigation or fines by any government authority, regulatory agency or professional body or association;
            (e) The contravention of any financial services legislation;
            (f) Whether the person has ever been refused a license, authorisation, registration or other authority;
            (g) Dismissal or a request to resign from any office or employment;
            (h) Whether the person has been a Director, partner or manager of a corporation or partnership which has gone into liquidation or administration or where one or more partners have been declared bankrupt whilst the person was connected with that partnership;
            (i) The extent to which the person has been truthful and open with supervisors; and
            (j) Whether the person has ever entered into any arrangement with creditors in relation to the inability to pay due debts.

          • AU-3.1.6

            With respect to Paragraph AU-3.1.5, the CBB will take into account the length of time since any such event occurred, as well as the seriousness of the matter in question.

          • AU-3.1.7

            Approved persons undertaking a controlled function must act prudently, and with honesty, integrity, care, skill and due diligence in the performance of their duties. They must avoid conflicts of interest arising whilst undertaking a controlled function.

            Amended: January 2016
            Amended: July 2007

          • AU-3.1.8

            In determining where there may be a conflict of interest arising, factors that may be considered will include whether:

            (a) A person has breached any fiduciary obligations to the company or terms of employment;
            (b) A person has undertaken actions that would be difficult to defend, when looked at objectively, as being in the interest of the licensee; and
            (c) A person has failed to declare a personal interest that has a material impact in terms of the person's relationship with the licensee.
            Amended: January 2016
            Amended: July 2007

          • AU-3.1.9

            Further guidance on the process for assessing a person's 'fit and proper' status is given in Module EN (Enforcement): see Chapter EN-8.

            Added: January 2016

        • AU-3.2 AU-3.2 [This Section was deleted in January 2016]

          • AU-3.2.1

            [This Paragraph was deleted in January 2016.]

            Deleted: January 2016
            Amended: July 2007

          • AU-3.2.2

            [This Paragraph was deleted in January 2016.]

            Deleted: January 2016
            Amended: July 2007

          • AU-3.2.3

            [This Paragraph was moved to Paragraph AU-3.1.9 in January 2016.]

            Amended: January 2016
            Amended: July 2007

      • AU-4 AU-4 Registration Conditions

        • AU-4.1 AU-4.1 Condition 1: Relevant Expertise

          • AU-4.1.1

            Actuaries and loss adjusters seeking registration must satisfy the CBB that they have relevant expertise and qualifications. They must hold appropriate professional qualifications from a relevant, recognised professional body.

            Amended: July 2023
            Amended: October 2009
            Amended: July 2007

          • AU-4.1.2

            For actuaries, all Fellows (or members of equivalent status) in good standing of the Society of Actuaries (USA), the Institute and Faculty of Actuaries (UK) or the American Academy of Actuaries or any other similar body with mutually reciprocal licensing arrangements with any of these bodies, will satisfy the requirement in Paragraph AU-4.1.1.

            Amended: July 2007

          • AU-4.1.2A

            For loss adjusters, all Fellows (or members of equivalent status) in good standing of the Chartered Institute of Loss Adjusters (CILA), the European Federation of Loss Adjusting Experts (FUEDI), the National Association of Independent Insurance Adjusters (NAIIA) or the Canadian Independent Adjusters' Association (CIAA) or any other similar body with mutually reciprocal licensing arrangements with any of these bodies, will satisfy the requirements in Paragraph AU-4.1.1.

            Added: April 2010

          • AU-4.1.3

            In the case of corporate persons wishing to provide actuarial or loss adjuster services, the CBB expects management and other staff collectively to have sufficient appropriate professional qualifications to ensure a professional level of service.

            Amended: July 2007

          • AU-4.1.4

            The above requirement does not oblige actuaries or loss adjusters to be residents of the Kingdom of Bahrain, in order to be registered by the CBB. Non-resident actuaries and loss adjusters wishing to practice in Bahrain may seek registration on the same basis as resident actuaries and loss adjusters.

            Amended: July 2007

          • AU-4.1.5

            [This Paragraph was deleted in July 2023].

            Deleted: July 2023
            Adopted: October 2009

          • AU-4.1.6

            [This Paragraph was deleted in July 2023].

            Deleted: July 2023
            Adopted: October 2009

          • AU-4.1.7

            [This Paragraph was deleted in July 2023].

            Deleted: July 2023
            Adopted: October 2009

        • AU-4.2 AU-4.2 Condition 2: General Suitability

          • AU-4.2.1

            Actuaries and loss adjusters seeking registration must satisfy the CBB that the proposed registrants are generally suitable to operate as such.

            Amended: July 2023
            Amended: October 2009
            Amended: July 2007

          • AU-4.2.2

            In the case of natural persons, the CBB will have regard to the fitness and propriety, of the proposed registrant using the Rules and Guidance contained in Section AU-3.1.

            Amended: January 2016
            Amended: October 2009
            Amended: October 2007
            Amended: July 2007

          • AU-4.2.3

            In the case of corporate persons, the CBB will have regard to the corporation's reputation, financial soundness, and business conduct. The CBB will also review closely linked entities against the same criteria, using the definition of close links contained in Module GR.

            Amended: July 2007

      • AU-5 AU-5 Information Requirements and Processes

        • AU-5.1 AU-5.1 Licensing

          • Application Form and Documents

            • AU-5.1.1

              Applicants for a license must fill in the Application Form 1 (Application for a License) online, available on the CBB website under Eservices/online Forms. The applicant must upload scanned copies of supporting documents listed in Paragraph AU-5.1.5, unless otherwise directed by the CBB.

              Amended: July 2019
              Amended: April 2018
              Amended: July 2007

            • AU-5.1.2

              Articles 44 to 47 of the CBB Law govern the licensing process. This prescribes a single stage process, with the CBB required to take a decision within 60 calendar days of an application being deemed complete (i.e. containing all required information and documents). See below, for further details on the licensing process and timelines.

              Amended: July 2007
              Amended: October 2007

            • AU-5.1.3

              References to applicant mean the proposed licensee seeking authorisation. An applicant may appoint a representative — such as a law firm or professional consultancy – to prepare and submit the application. However, the applicant retains full responsibility for the accuracy and completeness of the application, and is required to certify the application form accordingly. The CBB also expects to be able to liaise directly with the applicant during the authorisation process, when seeking clarification of any issues.

              Amended: July 2007
              Amended: October 2007

            • AU-5.1.4

              This Paragraph was deleted in January 2016.]

              Deleted: January 2016
              Amended: July 2007

            • AU-5.1.5

              Unless otherwise directed by the CBB, the following documents must be provided in support of a Form 1:

              (a) A duly completed Form 2 (Application for Authorisation of Controller) for each controller of the proposed licensee;
              (b) A duly completed Form 3 (Application for Approved Person status), for each individual applying to undertake controlled functions, (as defined under Paragraph AU-1.2.2) of the proposed licensee;
              (c) A comprehensive business plan for the application, addressing the matters described in Paragraph AU-5.1.6;
              (d) For overseas companies, a copy of the company's current commercial registration or equivalent documentation;
              (e) Where the applicant is a Bahraini company, a copy of the applicant's commercial registration certificate;
              (f) Where the applicant is a corporate body, a certified copy of a Board resolution of the applicant, confirming its decision to seek a CBB insurance license;
              (g) Details of the proposed licensee's close links, as specified under Chapter GR-6;
              (h) In the case of applicants that are part of a regulated group, a letter of non-objection to the proposed license application from the applicant's home supervisor, together with confirmation that the group is in good regulatory standing and is in compliance with applicable supervisory requirements, including those relating to capital and solvency requirements;
              (i) In the case of branch applicants, a letter of non-objection to the proposed license application from the applicant's home supervisor, together with confirmation that the applicant is in good regulatory standing and the company concerned is in compliance with applicable supervisory requirements, including those relating to capital and solvency requirements;
              (j) In the case of branch applicants, copies of the audited financial statements of the applicant (head office) for the three years immediately prior to the date of application;
              (k) In the case of applicants that are part of a group, copies of the audited financial statements of the applicant's group, for the three years immediately prior to the date of application.
              (l) In the case of applicants not falling under either (j) or (k) above, copies of the audited financial statements of the applicant's major shareholder, for the three years immediately prior to the date of application;
              (m) In the case of applicants seeking to raise part of their capital through a private placement, a draft of the relevant private placement memorandum, together with a formal, independent legal opinion that the documents comply with all applicable capital markets laws and regulations;
              (n) A draft copy of the applicant's memorandum and articles of association, addressing the matters described in Paragraph AU-5.1.8;
              (o) [Subparagraph deleted in January 2008];
              (p) [Subparagraph deleted in January 2008];
              (q) For insurance firms and insurance brokers, confirmation of the cash deposit required to be held with a retail bank (licensee) in Bahrain under Article 181 of the CBB Law (see Section GR-7.1); and
              (r) [Subparagraph deleted in January 2008].
              Amended: January 2011
              Amended: January 2008
              Amended: October 2007
              Amended: July 2007

            • AU-5.1.5A

              The CBB may require that an acceptably worded a letter of guarantee be provided in support of the application for a license. Where the application for the license is for an incorporated entity, the CBB may seek a letter of guarantee from the major shareholder. Where the application is for an overseas insurance licensee, the CBB may seek a letter of guarantee from the parent company.

              Amended: January 2011
              Added: January 2008

            • AU-5.1.6

              The business plan submitted in support of an application must explain:

              (a) An outline of the history of the applicant and its shareholders;
              (b) The reasons for applying for a license, including the applicant's strategy and market objectives;
              (c) The proposed type of activities to be carried on by the applicant in/from the Kingdom of Bahrain;
              (d) The proposed Board and senior management of the applicant and the proposed organisational structure of the applicant;
              (e) An assessment of the risks that may be faced by the applicant, together with the proposed systems and controls framework to be put in place for addressing those risks and to be used for the main business functions, including underwriting, claims and accounting; and
              (f) An opening balance sheet for the applicant, together with a three-year financial projection, with all assumptions clearly outlined, demonstrating that the applicant will be able to meet applicable capital and solvency requirements.
              Amended: July 2007

            • AU-5.1.7

              In the case of applicants seeking to raise capital (refer to AU-5.1.5(m)), the CBB’s review is aimed at checking that the proposed private placement complies with applicable capital markets laws and regulations, and that the information contained in the private placement memorandum (‘PPM’) is consistent with the information provided in the license application. The CBB’s review does not in any way constitute an approval or endorsement as to any claims made in the PPM regarding the future value of the company concerned. Note also that the CBB will not license applicants without a core group of sponsoring shareholders (who can demonstrate a strong business track record with relevant expertise), and where failure of the private placement to raise its targeted amount would leave the institution unable to comply with the CBB’s minimum capital requirements. The CBB will normally expect core shareholders to account for at least 40% of the applicant’s proposed initial total capital.

              Added: July 2007

            • AU-5.1.8

              The applicant's memorandum and articles of association must explicitly provide for it to undertake the activities proposed in the licensed application, and must preclude the applicant from undertaking other regulated insurance services, or commercial activities, unless these arise out of its insurance activities or are incidental to those.

              Amended: July 2007

            • AU-5.1.8 [Deleted]

              Deleted July 2007

            • AU-5.1.9

              All documentation provided to the CBB as part of an application for a license must be in either the Arabic or English languages. Any documentation in a language other than English or Arabic must be accompanied by a certified English or Arabic translation thereof.

              Amended: July 2007

            • AU-5.1.10

              Any material changes or proposed changes to the information provided to the CBB in support of an authorisation application that occurs prior to authorisation must be reported to the CBB.

              Amended: July 2007

            • AU-5.1.11

              Failure to inform the CBB of the changes specified in Paragraph AU-5.1.10 is likely to be viewed as a failure to provide full and open disclosure of information, and thus a failure to meet licensing condition AU-2.8.2.

              Amended: July 2007

          • Licensing Process and Timelines

            • AU-5.1.12

              By law, the 60-day time limit referred to in Paragraph AU-5.1.2 only applies once the application is complete and all required information (which may include any clarifications requested by the CBB) and documents have been provided. This means that all the items specified in Rule AU-5.1.5 have to be provided, before the CBB may issue a license.

              Amended: July 2007

            • AU-5.1.12A

              The CBB recognises, however, that applicants may find it difficult to secure suitable senior management (refer AU-5.1.5(b) above) in the absence of preliminary assurances regarding the likelihood of obtaining a license. Likewise, a Bahrain company proposing to undertake financial services activities would not be able to obtain a commercial registration from the Ministry of Commerce and Industry without such assurances (refer AU-5.1.5(e) above).

              Added: July 2007

            • AU-5.1.12B

              Therefore, applicants may first submit an unsigned Form 1 in draft, together with as many as possible of the items specified in Rule 5.1.5. This draft application should contain at least items AU-5.1.5(a); AU-5.1.5(b), with respect to proposed Directors (but not necessarily senior management); AU-5.1.5(c); AU-5.1.5(d); and AU-5.1.5(g) to AU-5.1.5(m) inclusive.

              Added: July 2007

            • AU-5.1.12C

              On the basis of the information specified in Paragraph AU-5.1.12B, the CBB may provide an initial ‘in principle’ confirmation that the applicant appears likely to meet the CBB’s licensing requirements, subject to the remaining information and documents being assessed as satisfactory. The ‘in principle’ confirmation will also list all outstanding documents required before an application can be considered complete and subject to formal consideration.

              Added: July 2007

            • AU-5.1.12D

              An ‘in principle’ confirmation does not constitute a license approval, nor does it commit the CBB to issuing a license. However, it provides sufficient assurance for an applicant to complete certain practical steps, such as securing suitable executive staff that satisfy CBB’s ‘fit and proper’ requirements. Once this has been done, the applicant may finalise its application, by submitting the remaining documents required under Rule AU-5.1.5 and, once assessed as complete by the CBB, a signed and dated final version of Form 1.

              Amended: July 2007
              Amended: October 2007
              Amended: April 2008

            • AU-5.1.12E

              Regardless of whether an applicant submits a draft application or not, all potential applicants are strongly encouraged to contact the CBB at an early stage to discuss their plans, for guidance on the CBB's license categories and associated requirements. The Licensing Directorate would normally expect to hold at least one pre-application meeting with an applicant, prior to receiving an application (either in draft or in final).

              Amended: April 2018
              Added: July 2007

            • AU-5.1.12F

              Potential applicants should initiate pre-application meetings in writing, setting out a short summary of their proposed business and any issues or questions that they may have already identified, once they have a clear business proposition in mind and have undertaken their preliminary research. The Central Bank can then guide the applicant on the specific areas in the Rulebook that will apply to them and the relevant requirements that they must address in their application.

              Added: July 2007

            • AU-5.1.12G

              At no point should an applicant hold themselves out as having been licensed by the CBB, prior to receiving formal written notification of the fact in accordance with Rule AU-5.1.12H below. Failure to do so may constitute grounds for refusing an application and result in a contravention of Articles 40 and 41 of the CBB Law (which carries a maximum penalty of BD 1 million).

              Added: July 2007

          • Granting or Refusal of License

            • AU-5.1.12H

              To be granted a license, an applicant must demonstrate compliance with the applicable requirements of the CBB Law and this Module. Should a license be granted, the CBB will notify the applicant in writing of the fact; the CBB will also publish its decision to grant a license in the Official Gazette and in two local newspapers (one published in Arabic, the other in English). The license may be subject to such terms and conditions as the CBB deems necessary for the additional conditions being met.

              Added: July 2007

            • AU-5.1.12I

              The CBB may refuse to grant a license if in its opinion:

              (a) The requirements of the CBB Law or this Module are not met;
              (b) False or misleading information has been provided to the CBB, or information which should have been provided to the CBB has not been so provided; or
              (c) The CBB believes it necessary in order to safeguard the interests of potential customers.
              Amended: October 2019
              Amended: July 2007
              Amended: October 2007

            • AU-5.1.12J

              Where the CBB proposes to refuse an application for a license, it will give the applicant a written notice to that effect. Applicants will be given a minimum of 30 calendar days from the date of the written notice to appeal the decision, as per the appeal procedures specified in the notice; these procedures will comply with the provisions contained in Article 46 of the CBB Law.

              Amended: October 2019
              Added: July 2007

          • Starting Operations

            • AU-5.1.13

              Within 6 months of the license being issued, the new licensee must provide to the CBB (if not previously submitted):

              (a) The registered office address and details of premises to be used to carry out the business of the proposed licensee;
              (b) The address in the Kingdom of Bahrain where full business records will be kept;
              (c) The licensee's contact details including telephone and fax number, e-mail address and website;
              (d) A copy of its business continuity plan;
              (e) A description of the IT system that will be used, including details of how IT systems and other records will be backed up;
              (f) A copy of the auditor's acceptance to act as auditor for the applicant;
              (g) A copy of an auditor's opinion certifying that the licensee's capital — as specified in the business plan submitted under Rule AU-5.1.5 — has been paid in;
              (h) For insurance brokers and insurance consultants, a copy of the licensee's professional indemnity insurance policy or confirmation that a deposit to an amount specified by the CBB has been placed in escrow in an account of a retail bank licensed in the Kingdom of Bahrain (see Chapter GR-10); and
              (i) A copy of the applicant's notarised memorandum and articles of association, addressing the matters described in Paragraph AU-5.1.8;
              (j) A copy of the Ministry of Industry and Commerce commercial registration certificate;
              (k) An updated organisation chart showing the reporting lines, committees (if any) and including the names of the persons undertaking the controlled functions;
              (l) A copy of the licensee's business card and any written communication (including stationery, website, e-mail, business documentation, etc.) including a statement that the insurance licensee is licensed by the CBB; and
              (m) Any other information as may be specified by the CBB.
              Amended: October 2011
              Amended: July 2007
              Amended: January 2008

            • AU-5.1.14

              New licensees must start their operations within 6 months of being granted a license by the CBB, failing which the CBB may cancel the license, as per the powers and procedures set out in Article 48 of the CBB Law.

              Amended: July 2007

            • AU-5.1.15

              The procedures for amending or cancelling licenses are contained in Sections AU-5.4 and AU-5.5 respectively.

              Added: July 2007

               

               

        • AU-5.2 AU-5.2 Approved Persons

          • Prior Approval Requirements and Process

            • AU-5.2.1

              Insurance licensees must obtain CBB's prior written approval before a person is formally appointed to a controlled function. The request for CBB approval must be made by submitting to the CBB a duly completed Form 3 (Application for Approved Person status) and Curriculum Vitae after verifying that all the information contained in Form 3, including previous experience, is accurate. Form 3 is available under Volume 3 Part B Authorisation Forms of the CBB Rulebook.

              Amended: January 2016
              Amended: July 2015
              Amended: April 2010
              Amended: July 2007

            • AU-5.2.2

              When the request for approved person status forms part of a license application, the Form 3 must be marked for the attention of the Director, Licensing Directorate. When the submission to undertake a controlled function is in relation to an existing insurance licensee, the Form 3, except if dealing with a MLRO, must be marked for the attention of the Director, Insurance Supervision Directorate. In the case of the MLRO, Form 3 should be marked for the attention of the Director, Compliance Directorate.

              Amended: April 2018
              Amended: July 2007
              Amended: April 2008

            • AU-5.2.2A

              When submitting the Forms 3, insurance licensees must ensure that the Form 3 is:

              (a) Submitted to the CBB with a covering letter signed by an authorised representative of the insurance licensee, seeking approval for the proposed controlled function;
              (b) Submitted in original form;
              (c) Submitted with a certified copy of the applicant's passport, original or certified copies of educational and professional qualification certificates (and translation if not in Arabic or English) and the Curriculum Vitae; and
              (d) Signed by an authorised representative of the licensee and all pages stamped with the licensee's seal.
              Amended: July 2015
              Added: April 2010

            • AU-5.2.2B

              Insurance licensees seeking to appoint Board Directors must seek CBB approval for all the candidates to be put forward for election/approval at a shareholders' meeting, in advance of the agenda being issued to shareholders. CBB approval of the candidates does not in any way limit shareholders' rights to refuse those put forward for election/approval.

              Added: July 2015

            • AU-5.2.2C

              For existing licensees applying for the appointment of a Director or the Chief Executive/General Manager, the authorised representative should be the Chairman of the Board or a Director signing on behalf of the Board. For all other controlled functions, the authorised representative should be the Chief Executive/General Manager.

              Amended: July 2015
              Added: April 2010

          • Assessment of Application

            • AU-5.2.3

              The CBB shall review and assess the application for approved person status to ensure that it satisfies all the conditions required in Paragraph AU-3.1.3 and the criteria outlined in Paragraph AU-3.1.5.

              Amended: January 2016
              Added: July 2015

            • AU-5.2.4

              For purposes of Paragraph AU-5.2.3, insurance licensees should give the CBB a reasonable amount of notice in order for an application to be reviewed. The CBB shall respond within 15 business days from the date of meeting all regulatory requirements, including but not limited to receiving the application complete with all the required information and documents, as well as verifying references.

              Amended: January 2016
              Added: July 2015

            • AU-5.2.4A

              The CBB reserves the right to refuse an application for approved person status if it does not satisfy the conditions provided for in Paragraph AU-3.1.3 and does not satisfy the CBB criteria in Paragraph AU-3.1.5. A notice of such refusal is issued by registered mail to the insurance licensee concerned, setting out the basis for the decision.

              Amended: January 2016
              Added: July 2015

            • AU-5.2.5

              [This Paragraph was deleted in January 2016.]

              Deleted: January 2016
              Amended: July 2015
              Amended: July 2008
              Amended: July 2007

          • Appeal Process

            • AU-5.2.5A

              Insurance licensees or the nominated approved persons may, within 30 calendar days of the notification, appeal against the CBB's decision to refuse the application for approved person status. The CBB shall decide on the appeal and notify the insurance licensee of its decision within 30 calendar days from submitting the appeal.

              Added: July 2015

            • AU-5.2.5B

              Where notification of the CBB's decision to grant a person approved person status is not issued within 15 business days from the date of meeting all regulatory requirements, including but not limited to, receiving the application complete with all the required information and documents, insurance licensees or the nominated approved persons may appeal to the the Executive Director, Financial Institutions Supervision of the CBB provided that the appeal is justified with supporting documents. The CBB shall decide on the appeal and notify the insurance licensee of its decision within 30 calendar days from the date of submitting the appeal.

              Amended: January 2016
              Added: July 2015

          • Notification Requirements and Process

            • AU-5.2.6

              Insurance licensees must immediately notify the CBB when an approved person ceases to hold a controlled function together with an explanation as to the reasons why (see Paragraph AU-5.5.6). In such cases, their approved person status is automatically withdrawn by the CBB.

              Amended: July 2008
              Amended: April 2008
              Amended: July 2007

            • AU-5.2.7

              Insurance licensees must immediately notify the CBB in case of any material change to the information provided in a Form 3 submitted for an approved person.

              Added: April 2010

            • AU-5.2.8

              Insurance licensees must immediately notify the CBB when they become aware of any of the events listed in Paragraph EN-8.2.3, affecting one of their approved persons.

              Added: April 2010

        • AU-5.3 AU-5.3 Registration

          • AU-5.3.1

            Persons wishing to be registered as an actuary or loss adjuster must submit a duly completed Form 4 (Application for Registration). Persons wishing to be registered as appointed representative must submit Form 5 (Application for Appointed Representative). The form must be marked for the attention of the Director, Licensing Directorate.

            Amended: April 2018
            Amended: October 2009

          • AU-5.3.2

            The CBB aims to respond to applications for registration within 2 weeks of receipt of a Form 4 or Form 5, although in some cases, where referral to an overseas supervisor is required, the response time is likely to be longer.

            Amended: October 2009
            Amended: July 2007

          • AU-5.3.3

            All refusals by the CBB to grant a person registered person status have to be reviewed and approved by an Executive Director of the CBB. A notice of intent is issued to the applicant concerned, setting out the basis for the decision. The applicant has 30 calendar days from the date of the notice in which to appeal the decision. The CBB then has 30 calendar days from the date of the representation in which to make a final determination. See also Chapter EN-9.

            Amended: October 2009
            Amended: July 2007

        • AU-5.4 AU-5.4 Amendment of Authorisation

          • Licenses

            • AU-5.4.1

              Insurance licensees wishing to vary the scope of their license must obtain the CBB’s written approval, before effecting any such change. Insurance licensees must seek prior CBB approval before undertaking new activities (such as carrying out or broking new classes of business). Approval must be sought whenever a licensee wishes to add or cease undertaking a regulated insurance service, or to vary a condition imposed on their license.

              Amended: July 2007

            • AU-5.4.2

              Failure to secure the CBB approval prior to effecting such changes is likely to be viewed as a serious breach of a licensee's regulatory obligations and may constitute a breach of Article 40(a) of the CBB Law.

              Amended: July 2007

            • AU-5.4.3

              In addition to any other information requested by the CBB, and unless otherwise directed by the CBB, an insurance licensee requesting CBB approval to undertake new regulated insurance services must provide the following documentation:

              (a) A summary of the rationale for undertaking the proposed new service;
              (b) A description of how the new service will be managed and controlled;
              (c) An analysis of the financial impact of the new service; and
              (d) A summary of the due diligence undertaken by the Board and management of the insurance licensee on the proposed new service.
              Amended: July 2007

            • AU-5.4.4

              The CBB will only agree to amend a license if doing so poses, in its judgement, no unacceptable risks to customers. As provided for under Article 48 of the CBB Law, the CBB may itself move to amend a license, for instance if a licensee fails to satisfy any of its existing license conditions or protecting the legitimate interests of customers or creditors of the licensee requires such a change. See also Chapter EN-7, regarding the cancellation or amendment of licenses, including the procedures used in such instances.

              Amended: July 2007
              Amended: October 2007

          • Approved Persons

            • AU-5.4.5

              Insurance licensees must seek prior CBB approval before an approved person may move from one controlled function to another within the same licensee.

              Added: July 2007

            • AU-5.4.6

              In such instances, a new Form 3 (Application for Approved Person status) should be completed and submitted to the CBB. Note that a person may be considered ‘fit and proper’ for one controlled function, but not for another, if for instance the new role requires a different set of skills and experience. Where an approved person is moving to a controlled function in another licensee, the first licensee should notify the CBB of that person’s departure (see Rule AU-5.5.6), and the new licensee should submit a request for approval under Rule AU-1.2.1.

              Added: July 2007

        • AU-5.5 AU-5.5 Cancellation of Authorisation

          • Voluntary Surrender of a License or Closure of a Branch

          • Cancellation of a License by the CBB

            • AU-5.5.1

              In accordance with Article 50 of the CBB Law, insurance licensees wishing to cancel their license or cease activities for a branch must obtain the CBB's written approval, before ceasing their activities. All such requests must be made in writing to the Director, Insurance Supervision Directorate, setting out in full the reasons for the request and how the business is to be wound up.

              Amended: October 2011
              Amended: July 2007

            • AU-5.5.2

              Insurance licensees must satisfy the CBB that their customers' interests are to be safeguarded during and after the proposed cancellation. The requirements contained in Module GR regarding cessation of business must be satisfied.

              Amended: July 2007
              Amended: October 2007

            • AU-5.5.3

              Failure to comply with Rule AU-5.5.1 may constitute a breach of Article 50(a) of the CBB Law. The CBB will only approve such requests where it has no outstanding regulatory concerns and any relevant customers' interests would not be prejudiced. A voluntary surrender will not be accepted where it is aimed at pre-empting supervisory actions by the CBB. A voluntary surrender will only take effect once the licensee, in the opinion of the CBB, has discharged all its regulatory responsibilities to customers.

              Amended: July 2007

            • AU-5.5.4

              As provided for under Article 48(c) of the CBB Law, the CBB may itself move to cancel a license, for instance if a licensee fails to satisfy any of its existing license conditions or protecting the legitimate interests of customers or creditors of the licensee requires a cancellation. The CBB generally views the cancellation of a license as appropriate only in the most serious of circumstances, and generally tries to address supervisory concerns through other means beforehand. See also Chapter EN-7, regarding the cancellation or amendment of licenses, including the procedures used in such instances and the licensee's right to appeal the formal notice of cancellation issued by the CBB.

              Amended: October 2011
              Added: July 2007

            • AU-5.5.4A

              Cancellation of a license requires the CBB to issue a formal notice of cancellation to the licensee concerned. The notice of cancellation describes the CBB's rationale for the proposed cancellation, as specified in Article 48(d) of the CBB Law.

              Amended: October 2012
              Added: October 2011

            • AU-5.5.4B

              Where the cancellation of a license has been confirmed by the CBB, the CBB will only effect the cancellation once a licensee has discharged all its regulatory responsibilities to clients. Until such time, the CBB will retain all its regulatory powers towards the licensee and will direct the licensee so that no new regulated insurance services may be undertaken whilst the licensee discharges its obligations to its clients.

              Added: October 2011

            • AU-5.5.5

              In the case of insurance brokers and insurance consultants, the requirements relating to professional indemnity coverage must be observed (see Paragraph GR-10.1.8)

              Amended: July 2007
              Amended: October 2007

          • Approved Persons

            • AU-5.5.5

              Cancellation of authorised status requires BMA to issue a formal notice of cancellation to the person concerned. The notice of cancellation must describe the BMA's rationale for the proposed cancellation.

            • AU-5.5.6

              In accordance with Paragraph AU-5.2.6, insurance licensees must promptly notify the CBB in writing when a person undertaking a controlled function will no longer be carrying out that function. If a controlled function falls vacant, the insurance licensee must appoint a permanent replacement (after obtaining CBB approval), within 120 calendar days of the vacancy occurring. Pending the appointment of a permanent replacement, the insurance licensee must make immediate interim arrangements to ensure continuity of the duties and responsibilities of the controlled function affected. These interim arrangements must be approved by the CBB.

              Amended: July 2007
              Amended: April 2008

            • AU-5.5.7

              The explanation given for any such changes should simply identify if the planned move was prompted by any concerns over the person concerned, or is due to a routine staff change, retirement or similar reason.

              Amended: July 2007

            • AU-5.5.8

              The CBB may also move to declare someone as not ‘fit and proper’, in response to significant compliance failures or other improper behaviour by that person: see Chapter EN-8 regarding the cancellation of ‘fit and proper’ approval.

              Added: July 2007

          • Registered Persons

            • AU-5.5.9

              Registered actuaries and loss adjusters wishing to cancel their registration status with the CBB must obtain the CBB's written approval. All such requests must be made in writing to the Director, Insurance Supervision Directorate.

              Amended: July 2023
              Amended: October 2009
              Added: July 2007

            • AU-5.5.10

              The CBB may itself cancel the registered status of an actuary or loss adjuster should the registered person fail to comply with registration conditions outlined in Chapter AU-4: see Chapter EN-9 regarding the cancellation of registration.

              Amended: July 2023
              Amended: October 2009
              Added: July 2007

        • AU-5.6 AU-5.6 Publication of the Decision to Grant, Cancel or Amend a License

          • AU-5.6.1

            In accordance with Articles 47 and 49 of the CBB Law, the CBB will publish its decision to grant, cancel or amend a license in the Official Gazette and in two local newspapers, one in Arabic and the other in English.

            Amended: October 2019
            Added: July 2017

          • AU-5.6.2

            For the purposes of Paragraph AU-5.6.1, the cost of publication must be borne by the Licensee.

            Added: July 2017

          • AU-5.6.3

            The CBB may also publish its decision on such cancellation or amendment using any other means it considers appropriate, including electronic means.

            Added: July 2017

      • AU-6 AU-6 Licensing and Registration Fees

        • AU-6.1 AU-6.1 Introduction

          • AU-6.1.1

            Insurance licensees and registered persons must comply with any fees levied by the CBB, pursuant to Article 180 of the CBB Law. The fees charged vary on the type of insurance license or registration granted by the CBB. Fees are levied at the time of application for licensing and on an annual basis for licensees and registered persons, thereafter.

            Added: July 2007

        • AU-6.2 AU-6.2 License Application Fees

          • AU-6.2.1

            With immediate effect, applicants seeking an insurance license from the CBB must pay a non-refundable application fee of BD 100 at the time of submitting their application to the CBB.

            Added: July 2007

          • AU-6.2.2

            There are no application fees for those seeking approved person status.

            Added: July 2007

          • AU-6.2.3

            Actuaries, loss adjusters and appointed representatives seeking registration status are exempt from application fees but are subject to annual fees as outlined in Section AU-6.3.

            Amended: October 2009
            Added: July 2007

        • AU-6.3 AU-6.3 Annual Fees

          • AU-6.3.1

            Insurance licensees or registered persons must pay to the CBB an annual licensing or registration fee, on 1st December of the preceding year for which fees are due.

            Amended: July 2013
            Added: July 2007

          • AU-6.3.2

            The relevant fees are specified in Rules AU-6.3.3 to AU-6.3.6A below: different fees are specified for insurance firms (other than captive insurance firms), captive insurance firms, insurance brokers, insurance consultants, insurance managers, actuaries, loss adjusters and appointed representatives. The fees due on 1st December are those due for the following calendar year. Where applicable, variable fees are calculated on the basis of the firm's latest audited financial statements for the previous calendar year: i.e. the fee payable on 1st December 2013 for the 2014 year (for example) based on a percentage, is calculated using the audited financial statements for 2012, assuming a 31st December year end.

            Amended: July 2013
            Amended: October 2009
            Added: July 2007

          • AU-6.3.3

            For insurance firms, other than captive insurance firms, the annual licensing fee is a fixed amount of BD 6,000. For captive insurance firms, the annual licensing fee is a fixed amount of BD 1,000.

            Amended: July 2013
            Added: July 2007

          • AU-6.3.4

            Insurance brokers, other than Bahraini single person companies, all insurance consultants and all insurance managers must pay a variable annual licensing fee, based on 0.25% of their relevant operating expenses, subject to a minimum ('floor') of BD 500 and a maximum ('cap') of BD 3,000.

            Amended: July 2013
            Added: July 2007

          • AU-6.3.5

            For insurance brokers that are Bahraini single person companies, the annual licensing fee is a fixed amount of BD 175.

            Amended: July 2013
            Added: July 2007

          • AU-6.3.6

            The annual registration fee for registered actuaries is a fixed amount of BD 100. For registered loss adjusters, unincorporated individuals must pay an annual registration fee of a fixed amount of BD 175 while incorporated loss adjusters must pay an annual registration fee of a fixed amount of BD 1,200.

            Amended: July 2023
            Amended: July 2013
            Amended: October 2007
            Added: July 2007

          • AU-6.3.6A

            For appointed representatives, the annual fee must be paid by the licensed principal. The fee for registered appointed representatives, that are unincorporated individuals is a fixed amount of BD 25. For incorporated appointed representatives, the fixed annual fee is based on the number of designated individuals within the corporate entity that are the representatives of the insurance firm. For incorporated appointed representatives that have:

            (a) 1 to 10 designated individuals, the fee is BD500;
            (b) 11 to 20 designated individuals, the fee is BD 1000; and
            (c) More than 20 designated individuals, the fee is BD1500.
            Amended: July 2013
            Adopted: October 2009

          • AU-6.3.6B

            For incorporated appointed representatives, the fee amount is based on the number of designated individuals at the prior year end.

            Adopted: October 2009

          • AU-6.3.6C

            As an example, for purposes of Paragraph AU-6.3.6B, if at 31st December 2012 an incorporated appointed representative had 8 designated individuals, the fee payable on 1st December 2013 for the 2014 year would be BD 500. If during the course of the year 2013, the number of designated individuals increased to 15 by year end 2013, the fee payable for the year 2015 would be BD 1000.

            Amended: July 2013
            Adopted: October 2009

          • AU-6.3.7

            For purposes of Paragraph AU-6.3.4, relevant operating expenses are defined as the total operating expenses of the licensee concerned, as recorded in the most recent audited financial statements available, subject to the adjustments specified in Rule AU-6.3.8.

            Added: July 2007

          • AU-6.3.8

            The adjustments to be made to relevant operating expenses are the exclusion of the following items from total operating expenses:

            (a) Training costs;
            (b) Charitable donations;
            (c) CBB fees paid; and
            (d) Non-executive Directors' remuneration.
            Added: July 2007

          • AU-6.3.9

            For the avoidance of doubt, operating expenses for the purposes of this Section, do not include items such as depreciation, provisions, interest expense, and dividends.

            Added: July 2007

          • AU-6.3.10

            The CBB would normally rely on the audited accounts of a licensee as representing a true and fair picture of its operating expenses. However, the CBB reserves the right to enquire about the accounting treatment of expenses, and/or policies on intra-group charging, if it believes that these are being used artificially to reduce a license fee.

            Added: July 2007

          • AU-6.3.11

            Insurance licensees, subject to Paragraph AU-6.3.4 must complete and submit Form ALF (Annual License Fee) to the CBB, no later than 15th October of the preceding year for which fees are due.

            Amended: July 2013
            Amended: April 2009
            Added: July 2007

          • AU-6.3.11A

            Except for actuaries and loss adjustors, all annual license fees are collected by direct debit. For licensees subject to a variable fee, the fee levied will be based on form ALF that is provided in accordance with Paragraph AU-6.3.11.

            Added: July 2013

          • AU-6.3.11B

            All licensees subject to direct debit for the payment of the annual fee, must complete and submit to the CBB a Direct Debit Authorisation Form by 15th September, available under Part B of Volume 3 (Insurance) CBB Rulebook on the CBB Website.

            Added: July 2013

          • AU-6.3.11C

            For actuaries and loss adjusters, the annual fixed fee must be remitted by direct deposit or wire transfer by 1st December of the previous year for which the fees are due. Payment instructions are outlined in Form ALF which must be completed when fees are remitted.

            Added: July 2013

          • AU-6.3.12

            For new insurance firm licensees, their first annual license fee is payable when their license is issued by the CBB. The annual fee due in relation to the first year in which the license has been granted, shall be prorated for the year using the date of the official licensing letter from the CBB, as the base for the prorated period. The prorated fee will result in fees charged only for the number of complete months left in the current calendar year.

            Added: July 2007
            Amended: October 2007
            Amended: April 2008
            Amended: April 2009

          • AU-6.3.12A

            For those new licensees subject to a fee based on their relevant operating expenses (refer to Paragraph AU-6.3.4), the amount payable in relation to the first year in which the license has been granted is the floor amount of BD500.

            Added: April 2008
            Amended: October 2008
            Amended: April 2009

          • AU-6.3.13

            For newly registered actuaries, individual loss adjusters and appointed representatives, the full annual amount of the annual registration fee referred to in Paragraph AU-6.3.6 and AU-6.3.6A, shall be the fee required to be paid to the CBB for the first year in which the registration status has been granted.

            Amended: October 2009
            Amended: April 2008
            Added: July 2007

          • AU-6.3.14

            For newly registered incorporated loss adjusters, the annual registration fee referred to in Paragraph AU-6.3.6, shall be prorated for the year using the date of the official registration letter from the CBB, as the base for the prorated period. The prorated fee will result in fees charged only for the number of complete months left in the current calendar year, subject to a minimum fee of BD 250.

            Added: July 2007
            Amended: April 2008
            Amended: October 2008

          • AU-6.3.15

            [This Paragraph was deleted in July 2013]

            Deleted: July 2013
            Added: July 2007

          • AU-6.3.16

            [This Paragraph was deleted in April 2009]

            Deleted: April 2009

          • AU-6.3.17

            Where a license or registration is cancelled (whether at the initiative of the firm or the CBB), no refund is paid for any months remaining in the calendar year in question, should a fee have been paid for that year.

            Added: July 2007

          • AU-6.3.18

            Insurance licensees or registered persons failing to comply with this Section may be subject to financial penalties for date sensitive requirements as outlined in Section EN-5.3B or may have their license or registered status withdrawn by the CBB.

            Added: July 2013

    • PB PB Principles of Business

      • PB-A PB-A Introduction

        • PB-A.1 PB-A.1 Purpose

          • Executive Summary

            • PB-A.1.1

              The Principles of Business are a general statement of the fundamental obligations of all Central Bank of Bahrain (‘CBB’) insurance licensees and approved persons. They serve as a basis for other material in Volume 3 (Insurance), and help address specific circumstances not covered elsewhere in the Rulebook.

              Amended: January 2007

            • PB-A.1.2

              The Principles of Business have the status of Rules and apply alongside other Rules contained in Volume 3 (Insurance). However, these other Rules do not exhaust the fundamental obligations contained in the Principles. Compliance with all other Rules, therefore, does not necessarily guarantee compliance with the Principles of Business.

          • Legal Basis

            • PB-A.1.3

              This Module contains the CBB's Directive (as amended from time to time) relating to Principles of Business 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 insurance licensees(including their approved persons).

              Amended: January 2011
              Added: January 2007

            • PB-A.1.4

              For an explanation of the CBB’s rule-making powers and different regulatory instruments, see Section UG-1.1.

              Added: January 2007

        • PB-A.2 PB-A.2 Module History

          • PB-A.2.1

            This Module was first issued in April 2005 by the BMA together with the rest of Volume 3 (Insurance). 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.

            Amended: January 2007

          • PB-A.2.2

            When the CBB replaced the BMA in September 2006, the provisions of this Module remained in force. Volume 3 was updated in January 2007 to reflect the switch to the CBB; however, new calendar quarter dates were only issued where the update necessitated changes to actual requirements.

            Added: January 2007

          • PB-A.2.3

            A list of recent changes made to this Module is detailed in the table below:

            Module Ref. Change Date Description of Changes
            PB-A.1.3 01/2007 New Rule introduced, categorising this Module as a Directive.
            PB-1.1.1 01/2007 Small expansion of Principle 1 to refer to disclosure of all relevant information to customers, as required by CBB Regulations and Directives.
            PB-A.1.3 01/2011 Clarified legal basis

          • PB-A.2.3 [Deleted]

            Deleted: January 2007

          • PB-A.2.4

            Guidance on the implementation and transition to Volume 3 (Insurance) is given in Module ES (Executive Summary).

      • PB-B PB-B Scope of Application

        • PB-B.1 PB-B.1 Scope of Application

          • PB-B.1.1

            The 10 Principles of Business apply to all CBB insurance licensees, in accordance with Paragraph PB-B.1.2. Principles 1–8 (Paragraphs PB-1.1 to PB-1.8 inclusive) also apply to all approved persons, in accordance with Paragraph PB-B.1.3.

            Amended: January 2007

          • PB-B.1.2

            Principles 1 to 10 apply to activities carried out by the licensee, including activities carried out through overseas branches (if any). Principles 9 and 10 also take into account any activities of other members of the group of which the licensee is a member.

            Amended: October 2007

          • PB-B.1.3

            Principles 1 to 8 apply to approved persons in respect of the controlled function for which they have been approved.

          • PB-B.1.4

            Principles 1 to 8 do not apply to behaviour by an approved person with respect to any other functions or activities they may undertake. However, behaviour unconnected to their controlled function duties may nonetheless be relevant to an assessment of that person's fitness and propriety.

          • PB-B.1.5

            The CBB's requirements regarding approved persons and controlled functions are located in Module AU (Authorisation).

            Amended: January 2007

        • PB-B.2 PB-B.2 Non compliance

          • PB-B.2.1

            Breaching a Principle of Business makes the insurance licensee or approved person concerned liable to enforcement action. In the case of a licensee, this may call into question whether they continue to meet the licensing conditions (see Chapter AU-2). In the case of an approved person, this may call into question whether they continue to meet the 'fit and proper' requirements for the function for which they have been approved (see Chapter AU-3).

            Amended: October 2007

          • PB-B.2.2

            Module EN (Enforcement) sets out the CBB's policy and procedures on enforcement action.

            Amended: January 2007

      • PB-1 PB-1 The Principles

        • PB-1.1 PB-1.1 Principle 1 — Integrity

          • PB-1.1.1

            Insurance licensees and approved persons must observe high standards of integrity and fair dealing. They must be honest and straightforward in their dealings with customers, and disclose fully all relevant information to customers, as required by the CBB's Regulations and Directives.

            Amended: January 2007

        • PB-1.2 PB-1.2 Principle 2 — Conflicts of Interest

          • PB-1.2.1

            Insurance licensees and approved persons must take all reasonable steps to identify, and prevent or manage, conflicts of interest that could harm the interests of a customer.

        • PB-1.3 PB-1.3 Principle 3 — Due Skill, Care and Diligence

          • PB-1.3.1

            Insurance licensees and approved persons must act with due skill, care and diligence.

        • PB-1.4 PB-1.4 Principle 4 — Confidentiality

          • PB-1.4.1

            Insurance licensees and approved persons must observe in full any obligations of confidentiality, including with respect to client information. This requirement does not over-ride lawful disclosures.

        • PB-1.5 PB-1.5 Principle 5 — Market Conduct

          • PB-1.5.1

            Insurance licensees and approved persons must observe proper standards of market conduct, and avoid action that would generally be viewed as improper.

        • PB-1.6 PB-1.6 Principle 6 — Customer Assets

          • PB-1.6.1

            Insurance licensees and approved persons must take reasonable care to safeguard the assets of customers for which they are responsible.

            Amended: January 2007

        • PB-1.7 PB-1.7 Principle 7 — Customer Interests

          • PB-1.7.1

            Insurance licensees and approved persons must pay due regard to the legitimate interests and information needs of their customers and communicate with them in a fair and transparent manner. Insurance licensees and approved persons, when dealing with customers who are entitled to rely on their advice or discretionary decisions, must take reasonable care to ensure the suitability of such advice or decisions.

        • PB-1.8 PB-1.8 Principle 8 — Relations with Regulators/Supervisors

          • PB-1.8.1

            Insurance licensees and approved persons must act in an open and co-operative manner with the CBB and other regulatory/supervisory bodies under whose authority they come under. They must take reasonable care to ensure that their activities comply with all applicable laws and regulations.

            Amended: January 2007

        • PB-1.9 PB-1.9 Principle 9 — Adequate Resources

          • PB-1.9.1

            Insurance licensees must maintain adequate human, financial and other resources sufficient to run their business in an orderly manner.

        • PB-1.10 PB-1.10 Principle 10 — Management, Systems & Controls

          • PB-1.10.1

            Insurance licensees must take reasonable care to ensure that their affairs are managed effectively and responsibly, with appropriate systems and controls in relation to the size and complexity of their operations. Insurance licensees' systems and controls, as far as is reasonably practical, must be sufficient to manage the level of risk inherent in their business and ensure compliance with the CBB Rulebook.

            Amended: January 2007

    • HC HC High-Level Controls

      • HC-A HC-A Introduction

        • HC-A.1 HC-A.1 Purpose

          • Executive Summary

            • HC-A.1.1

              This Module presents requirements that have to be met by insurance licensees with respect to:

              (a) Corporate governance principles issued by the Ministry of Industry and Commerce as The Corporate Governance Code;
              (b) International best practice corporate governance standards set by bodies such as the International Association of Insurance Supervisors; and
              (c) Related high-level controls and policies.
              January 2011

            • HC-A.1.2

              The Principles referred to in this Module are in line with the Principles relating to the Corporate Governance Code issued by the Ministry of Industry and Commerce.

              January 2011

            • HC-A.1.3

              The purpose of the Module is to establish best practice corporate principles in Bahrain, and to provide protection for investors and other company stakeholders through compliance with those principles.

              January 2011

            • HC-A.1.4

              Whilst the Module follows best practice, it is nevertheless considered as the minimum standard to be applied. This Module also includes additional rules and guidance issued by the CBB prior to the publication of the Code and previously contained in Module HC.

              January 2011

          • Structure of this Module

            • HC-A.1.5

              This Module follows the structure of the Corporate Governance Code and each Chapter deals with one of the nine fundamental Principles of corporate governance. In addition, a Chapter has been added to deal specifically with requirements imposed on insurance consultants, insurance managers and captive insurance firms. The numbered directives included in the Code are Rules for purposes of Chapters HC-1 to HC-9. Recommendations under the Code have been included as guidance. However, where the previous version of Module HC had a similar recommendation as a Rule, the Module retains this Paragraph as a Rule.

              January 2011

            • HC-A.1.6

              The Module also incorporates other high-level controls and policies that apply in particular to insurance licensees.

              January 2011

            • HC-A.1.7

              All references in this Module to 'he' or 'his' shall, unless the context otherwise requires, be construed as also being references to 'she' and 'her'.

              January 2011

          • The Comply or Explain Principle

            • HC-A.1.8

              This Module is issued as a Directive (as amended from time to time) in accordance with Article 38 of the Central Bank of Bahrain and Financial Institutions Law 2006 ('CBB Law'). In common with other Rulebook Modules, this Module contains a mixture of Rules and Guidance (See Module UG-1.2 for detailed explanation of Rules and Guidance). All Rulebook content that is categorised as a Rule must be complied with by those to whom the content is addressed. Other parts of this Module are Guidance; nonetheless every insurance licensee to whom Module HC applies, is expected to comply with recommendations made as Guidance in Module HC or explain its noncompliance by way of an annual report to its shareholders and to the CBB (see Chapter HC-8).

              January 2011

          • Monitoring and Enforcement of Module HC

            • HC-A.1.9

              Disclosure and transparency are underlying principles of Module HC. Disclosure is crucial to allow outside monitoring to function effectively. This Module looks to a combined monitoring system relying on the Board, the insurance licensee's shareholders and the CBB.

              January 2011

            • HC-A.1.10

              It is the Board's responsibility to see to the accuracy and completeness of the insurance licensee's corporate governance guidelines and compliance with Module HC. Failure to comply with this Module is subject to enforcement measures as outlined in Module EN (Enforcement).

              January 2011

          • Legal Basis

            • HC-A.1.11

              This Module contains the CBB's Directive (as amended from time to time) relating to high-level controls and is issued under the powers available to the CBB under Article 38 of the CBB Law. The Directive in this Module is applicable to insurance licensees (including their approved persons).

              January 2011

            • HC-A.1.12

              For an explanation of the CBB's rule-making powers and different regulatory instruments, see Section UG-1.1.

              January 2011

          • Effective Date

            • HC-A.1.13

              This updated Module issued is effective on 1st January 2011. All insurance licensees to which Module HC applies should be in full compliance by the financial year end 2011. At every insurance licensee's annual shareholder meeting held after 1st January 2011, corporate governance should be an item on the agenda for information and any questions from shareholders regarding the insurance licensee's governance. Where possible, the insurance licensee should also have corporate governance guidelines in place at that time and should have a "comply or explain" report as described in Paragraph HC-A.1.8.

              January 2011

        • HC-A.2 HC-A.2 Module History

          • HC-A.2.1

            This Module was first issued in April 2005 by the BMA and updated in January 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 January 2011 to be in line with the new 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.

            January 2011

          • HC-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-10 01/2011 Amendments due to introduction of new MOIC Corporate Governance Code.
            HC-1.3.7 04/2011 Clarified the rules regarding the limitation on Directorships held by board members.
            HC-1.4 04/2011 Amendment made to reflect new Rules on attendance of Directors at Board of Directors meetings.
            HC-6.6.3 04/2011 Guidance added dealing with the compliance function.
            Appendix A 04/2011 Clarified membership of audit committee to be in line with Rule HC-3.2.1.
            HC-B.2.2 01/2012 Clarified language related to corporate governance.
            HC-1.2.5 and HC-1.6.3 01/2012 Clarified that the Chairman of the Board may delegate specific duties dealt with in these Paragraphs.
            HC-1.4.4B 01/2012 Corrected typo.
            HC-1.5.7, HC-1.5.7A and HC-1.5.7B 01/2012 Clarified rule and guidance on the chairman of the Board.
            HC-1.10.1 01/2012 Deleted last sentence.
            HC-5.6.6 01/2012 Amended Paragraph.
            Appendix D 01/2012 Disclosure to shareholders amended.
            HC-7.2.5 and HC-10.7.6 10/2012 Clarified Guidance on election of board members.
            Appendices A, B and C 10/2012 Amended requirement for written report on performance evaluation for various Board committees.
            Appendix A 10/2012 Included reference to compliance under Committee Duties and Responsibilities.
            HC-2.2.3 and HC-2.4.1 01/2013 Clarified scope of application for Rules.
            HC-1.3.4 and HC-10.1.8 10/2014 Minor corrections to be consistent with wording used in other Volumes of the CBB Rulebook.
            HC-1.11.2, HC-2.2.5, HC-6.5.1 and HC-8.2.1 10/2014 Removed reference to single person company as HC-B.1.1 clearly states that the contents of this Module do not apply to insurance licensees with this legal status.
            HC-2.3.3 and HC-10.2.5A 04/2016 Added a requirement (or guidance, based on type of insurance license) for the licensee to have in place a board approved policy on the employment of relatives of approved persons.
            HC-2.4.1A and HC-10.2.6A 04/2016 Added the requirement (or guidance, based on type of insurance license) to disclose to the board on annual basis relatives of any approved persons occupying controlled functions.
            HC-2.3, HC-2.4 and HC-10.2 07/2016 Clarified application of Rules (or guidance, based on the type of insurance license) for overseas licensees.
            HC-B.1.3 10/2019 Added Insurance Aggregators.
            HC-10 10/2019 Added Insurance Aggregators to the Section.
            HC-1.2.2 & HC-1.11.5 01/2020 Amended Paragraphs on policy and procedures approval.
            HC-5.4.3 04/2020 Added a new Paragraph on KPIs compliance with AML/CFT requirements.
            HC-9.4 10/2020 Added a new Section on Terms of Appointment and Competence of the SSB.
            HC-1.5.8 04/2021 Amended Paragraph on independent directors.
            HC-1.5.10 04/2021 Added a new Paragraph on Directors Independence status.
            HC-1.5.11 04/2021 Added a new Paragraph on termination of Board membership of a retired, terminated CEO.
            HC-4.4.3 04/2021 Added a new Paragraph on notification on any change in board categorisation.

          • HC-A.2.3

            Guidance on the implementation and transition to Volume 3 (Insurance) is given in Module ES (Executive Summary).

            January 2011

      • HC-B HC-B Scope of Application

        • HC-B.1 HC-B.1 Insurance Licensees

          • HC-B.1.1

            The contents of this Module - unless otherwise stated - apply to all Bahraini insurance licensees, incorporated under the Legislative Decree No. 21 of 2001, with respect to promulgating the Commercial Companies Law ('Company Law'), except those companies operating as Bahraini single person company.

            January 2011

          • HC-B.1.2

            For insurance brokers, Sections HC-3.2 Audit Committee and HC-3.3 Audit Committee Charter are to be considered as Guidance and the Comply or Explain Principle (see Paragraph HC-A.1.8) applies. In addition references to the Nominating and Remuneration Committees do not apply for insurance brokers.

            January 2011

          • HC-B.1.3

            For insurance consultants, insurance managers, Insurance Aggregators and captive insurance firms the applicable Guidance Paragraphs are included in Chapter HC-10. The Comply or Explain Principle (see Paragraph HC-A.1.8) applies to the content of Chapter HC-10.

            Amended: October 2019
            January 2011

          • HC-B.1.4

            Overseas insurance licensees must satisfy the CBB that equivalent arrangements are in place at the parent entity level, and that these arrangements provide for effective high-level controls over activities conducted under the Bahrain license.

            January 2011

          • HC-B.1.5

            In assessing compliance with Paragraph HC-B.1.4, the CBB will take into account regulatory requirements applicable to the parent entity, as well as the governance and systems and controls arrangements actually implemented by the parent entity and applied to the Bahrain operation. With the exception of specific requirements that explicitly apply to overseas insurance licensees (i.e. Paragraph HC-B.1.4), overseas insurance licensees should consider the remaining contents of this Chapter as guidance, in judging whether high-level controls applied to the branch satisfy HC-B.1.4.

            January 2011

        • HC-B.2 HC-B.2 Branches, Subsidiaries and Affiliates

          • HC-B.2.1

            Bahraini insurance licensees must ensure that, as a minimum, the same or equivalent provisions of this Module apply to their branches, whether located inside or outside the Kingdom of Bahrain, such that these are also subject to effective high-level controls. In instances where local jurisdictional requirements are more stringent than those applicable in this Module, the local requirements are to be applied.

            January 2011

          • HC-B.2.2

            Bahraini insurance licensees must satisfy the CBB that financial services activities conducted in subsidiaries and other group members are subject to the same or equivalent arrangements for ensuring effective corporate governance over their activities.

            Amended: January 2012
            January 2011

          • HC-B.2.3

            Where an insurance licensee is unable to satisfy the CBB that its subsidiaries and other group members are subject to the same or equivalent arrangements, the CBB will assess the potential impact of risks — both financial and reputational — to the licensee arising from inadequate high-level controls in the rest of the group of which it is a member. In such instances, the CBB may impose restrictions on dealings between the licensee and other group members. Where weaknesses in controls are assessed by the CBB to pose a major threat to the stability of the licensee, then its authorisation may be called into question.

            January 2011

      • HC-1 HC-1 The Board

        • HC-1.1 HC-1.1 Principle

          • HC-1.1.1

            All Bahraini insurance licensees must be headed by an effective, collegial and informed Board of Directors ('the Board').

            January 2011

        • HC-1.2 HC-1.2 Role and Responsibilities

          • HC-1.2.1

            All directors must understand the Board's role and responsibilities under the Commercial Companies Law and any other laws or regulations that may govern their responsibilities from time to time. In particular:

            (a) The Board's role as distinct from the role of the shareholders (who elect the Board and whose interests the Board serves) and the role of officers (whom the Board appoints and oversees); and
            (b) The Board's fiduciary duties of care and loyalty to the insurance licensee and the shareholders (see HC-2.1).
            January 2011

          • HC-1.2.2

            The Board's role and responsibilities include but are not limited to:

            (a) Approving and reviewing at least annually the overall business performance and strategy for the insurance licensee;
            (b) Reviewing regularly the implementation of the strategy and operational performance;
            (c) Causing financial statements to be prepared which accurately disclose the insurance licensee's financial position;
            (d) Monitoring management performance;
            (e) Reviewing regularly the level of risk;
            (f) Approving and reviewing at least annually systems and controls framework (including policies);
            (g) Convening and preparing the agenda for shareholder meetings;
            (h) Monitoring conflicts of interest and preventing abusive related party transactions;
            (i) Assuring equitable treatment of shareholders including minority shareholders; and
            (j) Setting out clearly and reviewing on a regular basis who has authority to enter the licensee into contractual obligations.
            January 2020
            January 2011

          • HC-1.2.3

            With respect to Subparagraph HC-1.2.2(j), the Board should set a materiality threshold so that contractual obligations above this set threshold are regularly reported to the Board. In setting the materiality threshold, the Board will consider the financial impact the contractual obligation may have in relation to its capital.

            January 2011

          • HC-1.2.4

            The directors are responsible both individually and collectively for performing these responsibilities and must have sufficient expertise as a Board to understand the important issues relating to operation and control of the insurance licensee. Although the Board may delegate certain functions to committees or management, it may not delegate its ultimate responsibility to ensure that an adequate, effective, comprehensive and transparent corporate governance framework is in place. This statement must be clearly communicated to Board members and senior management.

            January 2011

          • HC-1.2.5

            When a new director is inducted, the chairman of the Board, or the licensee's legal counsel or compliance officer, or other individual delegated by the chairman of the board, should review the Board's role and duties with that person, particularly covering legal and regulatory requirements and Module HC (see also HC-4.5.1).

            Amended: January 2012
            January 2011

          • HC-1.2.6

            The insurance licensee should have a written appointment agreement with each director which recites the directors' powers and duties and other matters relating to his appointment including his term, the time commitment envisaged, the committee assignment if any, his remuneration and expense reimbursement entitlement, and his access to independent professional advice when that is needed.

            January 2011

          • HC-1.2.7

            The Board should adopt a formal Board charter or other statement specifying matters which are reserved to it, which should include but need not be limited to the specific requirements and responsibilities of directors.

            January 2011

          • Additional Guidance

            • HC-1.2.8

              In assessing the licensee's strategic plans (Paragraph HC-1.2.2), the CBB would expect the Board to address the licensee's current and future aspirations with respect to its position in the market place, its size, products, value and other key aspirations that would be considered important by investors. Furthermore, the Board should demonstrate that it is able to proactively identify and understand the significant risks that the licensee faces in achieving its business objectives. A description of the licensee's strategy should be included in the annual financial statements. See also Module PD (Public Disclosure).

              January 2011

            • HC-1.2.9

              In assessing the management framework (Paragraph HC-1.2.2), the CBB would expect the Board to have effective policies and processes in place for:

              (a) Ensuring a formal and transparent Board nomination process;
              (b) Appointing senior managers, and ensuring that they have the necessary integrity, technical and managerial competence, and experience;
              (c) Overseeing succession planning, and minimizing undue reliance on key individuals;
              (d) Reviewing key senior management and Board remuneration packages and ensuring such packages are consistent with the corporate values and strategy of the licensee and encourage prudent risk taking;
              (e) Monitoring and evaluating management's performance in implementing agreed strategy and business plans, and ensuring appropriate resources are available; and
              (f) Approving budgets and reviewing performance against those budgets.
              January 2011

            • HC-1.2.10

              In assessing the systems and controls framework (Paragraph HC-1.2.2), the CBB would expect the Board to be able to demonstrate that its operations, individually and collectively:

              (a) Are measured, monitored and controlled by appropriate, effective and prudent risk management systems commensurate with the scope of the licensee's activities. These should pro-actively identify as well as monitor risk. The systems should produce information on a timely basis, and in a form and quality appropriate to the needs of the different recipients;
              (b) Are supported by an appropriate control environment. The risk management and financial reporting functions must be independent of business lines and must be run by individuals not involved with the day-to-day running of the various business areas; and
              (c) Make effective use of the work of internal and external auditors.
              January 2011

        • HC-1.3 HC-1.3 Composition

          • HC-1.3.1

            Captive insurance firms are exempt from the requirements of this Section, except for Paragraph HC-1.3.2, which apply to all Bahraini insurance licensees.

            January 2011

          • HC-1.3.2

            The Memorandum and Articles of Association of licensees must adequately set out procedures for the appointment, removal and retirement of Directors.

            January 2011

          • HC-1.3.3

            For insurance firms, the Board must comprise at least five Directors. For Bahraini insurance licensees, other than insurance firms, the Board must comprise at least three Directors. For all Bahraini insurance licensees, at least half the Board's members, including the Board's chairman, must be non-executive Directors.

            January 2011

          • HC-1.3.4

            The Board should have no more than 15 members, and should regularly review its size and composition to ensure that it is small enough for efficient decision making yet large enough to have members who can contribute from different specialties and viewpoints. The Board should recommend changes in Board size to the shareholders when a needed change requires amendment of the insurance licensee's Memorandum of Association.

            Amended: October 2014
            January 2011

          • HC-1.3.5

            Potential non-executive directors should be made aware of their duties before their nomination, particularly as to the time commitment required. The Nominating Committee should regularly review the time commitment required from each non-executive director and should require each non-executive director to inform the Committee before he accepts any Board appointments to another company. One person should not hold more than three directorships in public companies in Bahrain with the provision that no conflict of interest may exist, and the Board should not propose the election or reelection of any director who does.

            January 2011

          • HC-1.3.6

            The Board must periodically assess its composition and size and, where appropriate, reconstitute itself and its committees by selecting new Directors to replace long-standing members or those whose contributions to the licensee or its committees is not adequate.

            January 2011

          • HC-1.3.7

            A Board member may have a maximum of two Directorships of financial institutions inside Bahrain. However, two Directorships of licensees within the same category of licensees would not be permitted. For purposes of this Rule only, insurance firms and reinsurance firms are considered as different categories. Insurance firms may approach the CBB for exemption from this limit where the Directorships concern financial institutions within the same group.

            Amended: April 2011
            January 2011

          • HC-1.3.8

            A non-executive Director is a Director who is not involved in the day-to-day management of the licensee and is not an employee of the licensee. The Chairman of the Board cannot, therefore, also perform the role of Chief Executive.

            January 2011

          • HC-1.3.9

            The Board's non-executive Directors must comprise a sufficient number of independent Directors to apply independent judgement to, amongst other things, tasks where there is a potential for conflict of interest or there is a need for impartiality.

            January 2011

          • HC-1.3.10

            The appointment of Board members is conditional on the approval of the CBB (See Section AU-1.2).

            January 2011

        • HC-1.4 HC-1.4 Decision Making Process

          • HC-1.4.1

            The Board must be collegial and deliberative, to gain the benefit of each individual director's judgment and experience.

            January 2011

          • HC-1.4.2

            The chairman must take an active lead in promoting mutual trust, open discussion, constructive dissent and support for decisions after they have been made.

            January 2011

          • HC-1.4.3

            The Board must meet frequently but in no event less than four times a year. All directors must attend the meetings whenever possible and the directors must maintain informal communication between meetings.

            January 2011

          • HC-1.4.4

            Individual board members must attend at least 75% of all Board meetings in a given financial year to enable the Board to discharge its responsibilities effectively (see table below). Voting and attendance proxies for board meetings are prohibited at all times.

            Meetings per year 75% Attendance requirement
            4 3
            5 4
            6 5
            7 5
            8 6
            9 7
            10 8
            Amended: April 2011
            January 2011

          • HC-1.4.4A

            The absence of Board members at Board and committee meetings must be noted in the meeting minutes. In addition, Board attendance percentage must be reported during any general assembly meeting when Board members stand for re-election (e.g. Board member XYZ attended 95% of scheduled meetings this year).

            Added: April 2011

          • HC-1.4.4B

            In the event that a Board member has not attended at least 75% of Board meetings in any given financial year, the insurance licensee must immediately notify the CBB indicating which member has failed to satisfy this requirement, his level of attendance and any mitigating circumstances affecting his non-attendance. The CBB shall then consider the matter and determine whether disciplinary action, including disqualification of that Board member pursuant to Article 65 of the CBB Law, is appropriate. Unless there are exceptional circumstances, it is likely that the CBB will take disciplinary action.

            Amended: January 2012
            Added: April 2011

          • HC-1.4.5

            To meet its obligations under Rule HC-1.4.3 above, the Board should meet preferably no less than four times per year. The CBB recommends that meetings should take place once every quarter to address the Board's responsibilities for management oversight and performance monitoring. Furthermore, Board rules should require members to step down if they are not actively participating in Board meetings. Board members are reminded that non attendance at board meetings does not absolve them of their responsibilities as directors. It is important that each individual director should allocate adequate time and effort to discharge his responsibilities. All Directors are expected to contribute actively to the work of the Board in order to discharge their responsibilities and should make every effort to attend board meetings where major issues are to be discussed. Insurance licensees are encouraged to amend their Articles of Association to provide for telephonic and videoconference meetings. Participation in board meetings by means of video or telephone conferencing is regarded as attendance and may be recorded as such.

            Amended: April 2011
            January 2011

          • HC-1.4.6

            At least half the Board meetings of Bahraini insurance licensees in any twelve-month period must be held in the Kingdom of Bahrain.

            January 2011

          • HC-1.4.7

            The chairman must ensure that all directors receive an agenda, minutes of prior meetings, and adequate background information in writing before each Board meeting and when necessary between meetings. All directors must receive the same Board information. At the same time, directors have a legal duty to inform themselves and they must ensure that they receive adequate and timely information and must study it carefully.

            January 2011

          • HC-1.4.8

            The Board must also maintain adequate records of its meetings, such that key decisions and how they are arrived at can be traced.

            January 2011

        • HC-1.5 HC-1.5 Independence of Judgment

          • HC-1.5.1

            The CBB requires Boards of insurance firms to include at least two independent non-executive members. For Bahraini insurance licensees, other than insurance firms, Boards must include at least one independent non-executive member.

            January 2011

          • HC-1.5.2

            In the case of a Bahraini insurance licensee, which is part of an overseas group, where there is sufficient independent scrutiny of the operations of the firm on a group wide basis, the CBB will consider exempting the licensee from the requirements of Paragraph HC-1.5.1.

            January 2011

          • HC-1.5.3

            Every director must bring independent judgment to bear in decision-making. No individual or group of directors must dominate the Board's decision-making and no one individual should have unfettered powers of decision.

            January 2011

          • HC-1.5.4

            Executive directors must provide the Board with all relevant business and financial information within their cognizance, and must recognise that their role as a director is different from their role as an officer.

            January 2011

          • HC-1.5.5

            Non-executive directors must be fully independent of management and must constructively scrutinise and challenge management including the management performance of executive directors.

            January 2011

          • HC-1.5.6

            At least half of an insurance licensee's Board should be non-executive directors and at least three of those persons should be independent directors. (Note the exception for controlled companies in Paragraph HC-1.6.2 and for possible exemption under Paragraph HC-1.5.2.)

            January 2011

          • HC-1.5.7

            The chairman of the Board should be an independent director, so that there will be an appropriate balance of power and greater capacity of the Board for independent decision making.

            Amended: January 2012
            January 2011

          • HC-1.5.7A

            The chairman and/or deputy chairman must not be the same person as the CEO.

            Added: January 2012

          • HC-1.5.7B

            The chairman must not be an executive director.

            Added: January 2012

          • HC-1.5.8

            The Board must review the independence of each director at least annually in light of interests disclosed by them and their conduct. Each independent director must provide the Board with all necessary and updated information for this purpose.

            Amended: April 2021
            Added: January 2011

          • HC-1.5.9

            To facilitate free and open communication among independent directors, each Board meeting should be preceded or followed with a session at which only independent directors are present, except as may otherwise be determined by the independent directors themselves.

            January 2011

          • HC-1.5.10

            Where an independent director has served three consecutive terms on the board, such director will lose his/her independence status and must not be classified as an independent director if reappointed.

            Added: April 2021

          • HC-1.5.11

            Where a Chief Executive Officer of an insurance firm, who is also a Board member, no longer occupies the CEO position, whether due to resignation, retirement or termination, his/her Board Membership must also be immediately terminated.

            Added: April 2021

        • HC-1.6 HC-1.6 Representation of all Shareholders

          • HC-1.6.1

            Each director must consider himself as representing all shareholders and must act accordingly. The Board must avoid having representatives of specific groups or interests within its membership and must not allow itself to become a battleground of vested interests. If the company has a controller (or a group of controllers acting in concert), the latter must recognise its or their specific responsibility to the other shareholders, which is direct and is separate from that of the Board of directors.

            January 2011

          • HC-1.6.2

            In insurance licensees with a controller, at least one-third of the Board must be independent directors. Minority shareholders must generally look to independent directors' diligent regard for their interests, in preference to seeking specific representation on the Board.

            January 2011

          • HC-1.6.3

            In insurance licensees with a controller, both controllers and other shareholders should be aware of controllers specific responsibilities regarding their duty of loyalty to the insurance licensee and conflicts of interest (see Chapter HC-2) and also of rights that minority shareholders may have to elect specific directors under the Company Law or if the insurance licensee has adopted cumulative voting for directors. The chairman of the board or other individual delegated by the chairman of the board should take the lead in explaining this with the help of company lawyers.

            Amended: January 2012
            January 2011

        • HC-1.7 HC-1.7 Directors' Access to Independent Advice

          • HC-1.7.1

            The Board must ensure that there are agreed-upon procedures for individual directors to have access to independent legal or other professional advice at the insurance licensee's expense whenever they judge this necessary to discharge their responsibilities as directors and this must be in accordance with the insurance licensee's policy approved by the Board.

            January 2011

          • HC-1.7.2

            Individual directors must also have access to the insurance licensee's corporate secretary, who must have responsibility for reporting to the Board on Board procedures. Both the appointment and removal of the corporate secretary must be a matter for the Board as a whole, not for the CEO or any other officer.

            January 2011

          • HC-1.7.3

            Whenever a director has serious concerns which cannot be resolved concerning the running of the insurance licensee or a proposed action, he should consider seeking independent advice and should ensure that the concerns are recorded in the Board minutes and that any dissent from a Board action is noted or delivered in writing.

            January 2011

          • HC-1.7.4

            Upon resignation, a non-executive director should provide a written statement to the chairman, for circulation to the Board, if he has any concerns such as those in Paragraph HC-1.7.3.

            January 2011

        • HC-1.8 HC-1.8 Directors' Communication with Management

          • HC-1.8.1

            The Board must encourage participation by management regarding matters the Board is considering, and also by management members who by reason of responsibilities or succession, the CEO believes should have exposure to the directors.

            January 2011

          • HC-1.8.2

            Non-executive directors should have free access to the insurance licensee's management beyond that provided in Board meetings. Such access should be through the Chairman of the Audit Committee or CEO. The Board should make this policy known to management to alleviate any management concerns about a director's authority in this regard.

            January 2011

        • HC-1.9 HC-1.9 Committees of the Board

          • HC-1.9.1

            For insurance firms, the Board must create specialised committees when and as such committees are needed. In addition to the Audit, Remuneration and Nominating Committees described elsewhere in this Module, these may include an Executive Committee to review and make recommendations to the whole Board on the insurance firm's actions, or a Risk Committee to identify and minimize specific risks of the insurance licensee's business.

            January 2011

          • HC-1.9.2

            Insurance brokers should consider the Rules in this Section as guidance.

            January 2011

          • HC-1.9.3

            For insurance firms, the Board should establish a corporate governance committee of at least three independent members which should be responsible for developing and recommending changes from time to time in the insurance licensee's corporate governance policy framework.

            Amended: January 2012
            January 2011

          • HC-1.9.4

            The Board or a committee may invite non-directors to participate in, but not vote at committee meetings so that the committee may gain the benefit of their advice and expertise in financial or other areas.

            January 2011

          • HC-1.9.5

            Board Committees must have:

            (a) Written terms of reference, which are reviewed annually;
            (b) Adequate records of their meetings, such that key decisions and how they are arrived at can be traced; and
            (c) Appropriate membership, which addresses potential conflicts of interest.
            January 2011

          • HC-1.9.6

            Committees must act only within their mandates and therefore the Board must not allow any committee to dominate or effectively replace the whole Board in its decision-making responsibility.

            January 2011

          • HC-1.9.7

            Committees may be combined provided that no conflict of interest might arise between the duties of such committees, subject to CBB prior approval.

            January 2011

          • HC-1.9.8

            Every committee should have a formal written charter similar in form to the model charters which are set forth in Appendices A, B and C of this Module for the Audit, Nominating and Remuneration Committees.

            January 2011

        • HC-1.10 HC-1.10 Evaluation of the Board and of Each Committee

          • HC-1.10.1

            At least annually the Board must conduct an evaluation of its performance and the performance of each committee and each individual director.

            Amended: January 2012
            January 2011

          • HC-1.10.2

            Insurance brokers should consider the Rules in this Section as guidance.

            January 2011

          • HC-1.10.3

            The evaluation process must include:

            (a) Assessing how the Board operates, especially in light of Chapter HC-1;
            (b) Evaluating the performance of each committee in light of its specific purposes and responsibilities, which shall include review of the self-evaluations undertaken by each committee;
            (c) Reviewing each director's work, his attendance at Board and committee meetings, and his constructive involvement in discussions and decision-making; and
            (d) Reviewing the Board's current composition against its desired composition with a view toward maintaining an appropriate balance of skills and experience and a view toward planned and progressive refreshing of the Board.
            January 2011

          • HC-1.10.4

            While the evaluation is a responsibility of the entire Board, it should be organised and assisted by an internal Board committee and, when appropriate, with the help of external experts.

            January 2011

          • HC-1.10.5

            The Board should report to the shareholders, at each annual shareholder meeting, that evaluations have been done and report its findings.

            January 2011

        • HC-1.11 HC-1.11 Annual Board Review and Certification

          • HC-1.11.1

            The Board must assess and document each year whether the internal corporate governance processes that it has implemented have successfully achieved their objectives, and consequently whether the Board has fulfilled its responsibilities for directing and monitoring the overall conduct of the licensee's affairs.

            January 2011

          • HC-1.11.2

            The requirements in Section HC-1.11 do not apply to captive insurance firms, but should be considered as guidance.

            Amended: October 2014
            January 2011

          • HC-1.11.3

            The results of the review referred to in Paragraph HC-1.11.1 must be summarised in a written certification, to be signed by all Board members, and sent to the CBB within 3 months of the financial year-end of the licensee. The Board must report any material deficiencies identified during the review, along with an action plan and timescales for their correction.

            January 2011

          • HC-1.11.4

            The Board certification comprises a prescribed standard statement, to be signed by all Board members, attached to which should be a summary of the steps the Board has taken in carrying out the review; a summary of the results of that review, and a summary action plan (with timescales) for addressing any identified material deficiencies. The prescribed standard statement is included in Part B of Volume 3 (Insurance), under 'CBB Reporting Forms': see 'Directors' High-Level Controls Certification' contained in the Insurance Firm Return (Form IFR) and the Insurance Intermediaries and Managers Return (Form IMR).

            January 2011

          • HC-1.11.5

            The Board's review should cover the following specific matters:

            (a) That the Board has reassessed the licensee's objectives and plans, and has reviewed the licensee's corporate strategy document;
            (b) That the Board has reassessed the licensee's overall risk profile, and its mapping of risks and the control environment put in place to meet those risks (see Paragraph HC-6.3.4). The Board must comment whether the control environment remains effective and appropriate;
            (c) That the Board has assessed the licensee's internal controls, to confirm that these are based on established policies approved by the Board and provide reasonable assurance of the integrity and reliability of its financial records;
            (d) That the Board has assessed whether adherence to established internal limits and controls was continuously monitored;
            (e) That the Board has assessed that all new (or material changes to) significant policies, procedures and products introduced by the licensee since the last Board certification were appropriately reviewed and approved at the time;
            (f) That the Board has assessed that management and staff have complied with the licensee's corporate code of conduct (see Section HC-2.2); and
            (g) That in the period under review, the Board had received and reviewed the external auditor's management letter within six months of the (previous) financial year end, together with the licensee's audit committee and senior management comments on the letter and any proposed actions.
            January 2020
            January 2011

          • HC-1.11.6

            With respect to HC-1.11.5 (g), a Director's certificate received (for example) no later than 31 March 2004, covering the year ending 31 December 2003, would need to certify that the management letter for the year ending 31 December 2002 was received and reviewed by the Board by 30 June 2003.

            January 2011

      • HC-2 HC-2 Approved Persons Loyalty

        • HC-2.1 HC-2.1 Principle

          • HC-2.1.1

            The approved persons must have full loyalty to the insurance licensee.

            January 2011

        • HC-2.2 HC-2.2 Personal Accountability

          • HC-2.2.1

            The Board and its members must act with honesty, integrity, due skill and care, and in the best interests of the licensee, its shareholders and policyholders.

            January 2011

          • HC-2.2.2

            In assessing compliance with Paragraph HC-2.2.1, the CBB will take into account all actions of the Board and its members. The interest of the licensee includes the licensee's continued compliance with all relevant Rules and Regulations, and the interests of employees, customers and other stakeholders. The interest of shareholders includes the current and future value of the licensee, its status as a going concern, transparency and disclosure of information to the market. The interest of policyholders includes ensuring that the licensee fulfils its obligations under its policies and treats all policyholders fairly and pays equal regard to the interests of all policyholders and groups of policyholders.

            January 2011

          • HC-2.2.3

            Each member of the board must understand that under the Company Law he is personally accountable to the insurance licensee and the shareholders if he violates his legal duty of loyalty to the insurance licensee, and that he can be personally sued by the insurance licensee or the shareholders for such violations.

            Amended: January 2013
            January 2011

          • HC-2.2.4

            An insurance licensee's Board must establish and disseminate to all employees and appointed representatives of the licensee a corporate code of conduct.

            January 2011

          • HC-2.2.5

            The requirements of Paragraph HC-2.2.4 do not apply to captive insurance firms, but should be considered as guidance.

            Amended: October 2014
            January 2011

          • HC-2.2.6

            The code of conduct must establish standards by giving examples or expectations of:

            (a) Honesty;
            (b) Integrity;
            (c) Leadership;
            (d) Reliability; and
            (e) Professionalism.
            January 2011

          • HC-2.2.7

            The Board must establish and disseminate to employees and appointed representatives policies and processes for the identification, reporting and prevention or management of potential conflicts of interest, including matters such as:

            (a) Related party transactions;
            (b) The misuse of the licensee's assets; and
            (c) The use of privileged information for personal advantage ('insider trading').
            January 2011

          • HC-2.2.8

            Any transaction in which Board members or any member of management have potential conflicts of interest should either be proscribed or require formal documented approval by the Board, with measures taken to manage those conflicts (See also Paragraph HC-2.4.1).

            January 2011

          • HC-2.2.9

            The Board must ensure that policies and procedures are in place to ensure that necessary customer confidentiality is maintained.

            January 2011

          • HC-2.2.10

            The duty of loyalty includes a duty not to use property of the insurance licensee for his personal needs as though it was his own property, not to disclose confidential information of the insurance licensee or use it for his personal profit, not to take business opportunities of the insurance licensee for himself, not to compete in business with the insurance licensee, and to serve the insurance licensee's interest in any transactions with a company in which he has a personal interest, such as in related party transactions.

            January 2011

          • HC-2.2.11

            For purposes of Paragraph HC-2.2.10, an approved person should be considered to have a "personal interest" in a transaction with a company if:

            (a) He himself; or
            (b) A member of his family (i.e. spouse, father, mother, sons, daughters, brothers or sisters); or
            (c) Another company of which he is a director or controller,

            is a party to the transaction or has a material financial interest in the transaction. (Transactions and interests which are de minimis in value should not be included.)

            January 2011

        • HC-2.3 HC-2.3 Avoidance of Conflicts of Interest

          • HC-2.3.1

            Each approved person must make every practicable effort to arrange his personal and business affairs to avoid a conflict of interest with the insurance licensee.

            January 2011

          • HC-2.3.2

            Any Board member should absent himself from any discussion or decision-making that involves a subject where he is incapable of providing objective advice, or which involves a subject, transaction or proposed transaction where there is a potential conflict of interest.

            January 2011

          • HC-2.3.3

            Bahraini insurance licensees must have in place a board approved policy on the employment of relatives of approved persons and a summary of such policy must be disclosed in the annual report of the Bahraini insurance licensee.

            Amended: July 2016
            April 2016

          • HC-2.3.4

            Overseas insurance licensees must have in place a policy on the employment of relatives of approved persons pertaining to their Bahrain operations.

            Added: July 2016

        • HC-2.4 HC-2.4 Disclosure of Conflicts of Interest

          • HC-2.4.1

            On an annual basis, each approved person must inform the entire Board of conflicts of interest as they arise. Board members must abstain from voting on the matter in accordance with the relevant provisions of the Company Law. This disclosure must include all material facts in the case of a contract or transaction involving the approved person. The approved persons must understand that any approval of a conflicted transaction is effective only if all material facts are known to the authorising persons and the conflicted person did not participate in the decision.

            Amended: January 2013
            January 2011

          • HC-2.4.1A

            The chief executive/general manager of the Bahraini insurance licensee must disclose to the board of directors on an annual basis those individuals who are occupying controlled functions and who are relatives of any approved persons within the Bahraini insurance licensee.

            Amended: July 2016
            April 2016

          • HC-2.4.1B

            The chief executive/general manager of the overseas insurance licensees must disclose to a designated officer at its head office or regional manager on an annual basis those individuals who are occupying controlled functions and who are relatives of any approved persons within the overseas insurance licensee.

            Added: July 2016

          • HC-2.4.2

            The Board of the Bahraini insurance licensee should establish formal procedures for:

            (a) Periodic disclosure and updating of information by each approved person on his actual and potential conflicts of interest; and
            (b) Advance approval by directors or shareholders who do not have an interest in the transactions in which an insurance licensee's approved person has a personal interest. The Board should require such advance approval in every case.
            Amended: July 2016
            January 2011

        • HC-2.5 HC-2.5 Disclosure of Conflicts of Interest to Shareholders

          • HC-2.5.1

            The insurance licensee must disclose to its shareholders in the Annual Report any abstention from voting motivated by a conflict of interest and must disclose to its shareholders any authorisation of a conflict of interest contract or transaction in accordance with the Company Law.

            January 2011

      • HC-3 HC-3 Audit Committee and Financial Statements Certification

        • HC-3.1 HC-3.1 Principle

          • HC-3.1.1

            The Board must have rigorous controls for financial audit and reporting, internal control, and compliance with law.

            January 2011

        • HC-3.2 HC-3.2 Audit Committee

          • HC-3.2.1

            The Board must establish an audit committee of at least three directors of which the majority should be independent including the Chairman. The committee must:

            (a) Review the company's accounting and financial practices;
            (b) Review the integrity of the insurance licensee's financial and internal controls and financial statements;
            (c) Review the insurance licensee's compliance with legal requirements;
            (d) Recommend the appointment, compensation and oversight of the insurance licensee's external auditor; and
            (e) Recommend the appointment of the internal auditor.
            January 2011

          • HC-3.2.2

            The Audit Committee should ensure that the external auditor firm and its partners are truly independent of the licensee and have no financial or other relationship with the licensee. Audit findings should be used as an independent check on the information received from management about the licensee's operations and performance and the effectiveness of internal controls.

            January 2011

        • HC-3.3 HC-3.3 Audit Committee Charter

          • HC-3.3.1

            The audit committee must adopt a written charter which shall, at a minimum, state the duties outlined in Paragraph HC-3.2.1 and the other matters included in Appendix A to this Module.

            January 2011

          • HC-3.3.2

            A majority of the audit committee should have the financial literacy qualifications stated in Appendix A.

            January 2011

          • HC-3.3.3

            The Board should adopt a "whistleblower" program under which employees can confidentially raise concerns about possible improprieties in financial or legal matters. Under the program, concerns may be communicated directly to any audit committee member or, alternatively, to an identified officer or employee who will report directly to the Audit Committee on this point.

            January 2011

        • HC-3.4 HC-3.4 CEO and CFO Certification of Financial Statements

          • HC-3.4.1

            To encourage management accountability for the financial statements required by the directors, the insurance licensee's CEO and chief financial officer must state in writing to the audit committee and the Board as a whole that the insurance licensee's interim and annual financial statements present a true and fair view, in all material respects, of the insurance licensee's financial condition and results of operations in accordance with applicable accounting standards.

            January 2011

      • HC-4 HC-4 Appointment, Training and Evaluation of the Board

        • HC-4.1 HC-4.1 Principle

          • HC-4.1.1

            The insurance licensee must have rigorous procedures for appointment, training and evaluation of the Board.

            January 2011

        • HC-4.2 HC-4.2 Nominating Committee

          • HC-4.2.1

            The Board must establish a Nominating Committee of at least three directors which must:

            (a) Identify persons qualified to become members of the Board of directors or Chief Executive Officer, Chief Financial Officer, Corporate Secretary and any other approved persons of the insurance licensee considered appropriate by the Board, with the exception of the appointment of the internal auditor which shall be the responsibility of the Audit Committee in accordance with Paragraph HC-3.2.1 above; and
            (b) Make recommendations to the whole Board of directors including recommendations of candidates for Board membership to be included by the Board of directors on the agenda for the next annual shareholder meeting.
            January 2011

          • HC-4.2.2

            The committee must include only independent directors or, alternatively, only non-executive directors of whom a majority is independent directors and the chairman is an independent director. This is consistent with international best practice and it recognises that the Nominating Committee must exercise judgment free from personal career conflicts of interest.

            January 2011

        • HC-4.3 HC-4.3 Nominating Committee Charter

          • HC-4.3.1

            The Nominating Committee must adopt a formal written charter which must, at a minimum, state the duties outlined in Paragraph HC-4.2.1 and the other matters included in Appendix B to this Module.

            January 2011

        • HC-4.4 HC-4.4 Board Nominations to Shareholders

          • HC-4.4.1

            Each proposal by the Board to the shareholders for election or reelection of a director must be accompanied by a recommendation from the Board, a summary of the advice of the Nominating Committee, and the following specific information:

            (a) The term to be served, which may not exceed three years (but there need not be a limit on reelection for further terms);
            (b) Biographical details and professional qualifications;
            (c) In the case of an independent director, a statement that the Board has determined that the criteria of 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 between:
            (i) The candidate and the insurance licensee, and
            (ii) The candidate and other directors of the insurance licensee.

          • HC-4.4.2

            The chairman of the Board should 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 continues to demonstrate commitment to the role. Any term beyond six years (e.g. two three-year terms) for a director should be subject to particularly rigorous review, and should take into account the need for progressive refreshing of the Board. Serving more than six years is relevant to the determination of a non-executive director's independence.

            January 2011

          • HC-4.4.3

            Licensees must notify the CBB immediately on any change in board categorisation.

            Added: April 2021

        • HC-4.5 HC-4.5 Induction and Training of Directors

          • HC-4.5.1

            The chairman of the Board must ensure that each new director receives a formal and tailored induction to ensure his contribution to the Board from the beginning of his term. The induction must include meetings with senior management, visits to company facilities, presentations regarding strategic plans, significant financial, accounting and risk management issues, compliance programs, its internal and external auditors and legal counsel.

            January 2011

          • HC-4.5.2

            All continuing directors must be invited to attend orientation meetings and all directors must continually educate themselves as to the insurance licensee's business and corporate governance.

            January 2011

          • HC-4.5.3

            Management, in consultation with the chairman of the Board, should hold programs and presentations to directors respecting the insurance licensee's business and industry, which may include periodic attendance at conferences and management meetings. The Nominating Committee shall oversee directors' corporate governance educational activities.

            January 2011

      • HC-5 HC-5 Remuneration of Approved Persons

        • HC-5.1 HC-5.1 Principle

          • HC-5.1.1

            The insurance licensee must remunerate approved persons fairly and responsibly.

            January 2011

        • HC-5.2 HC-5.2 Remuneration Committee

          • HC-5.2.1

            The Board must establish a remuneration committee of at least three directors which must:

            (a) Review the insurance licensee's remuneration policies for the approved persons, which must be approved by the shareholders;
            (b) Make recommendations regarding remuneration policies and amounts for approved persons to the whole Board, taking account of total remuneration including salaries, fees, expenses and employee benefits; and
            (c) Recommend Board member remuneration based on their attendance and performance.
            January 2011

          • HC-5.2.2

            The committee may be merged with the nominating committee.

            January 2011

        • HC-5.3 HC-5.3 Remuneration Committee Charter

          • HC-5.3.1

            The committee must adopt a written charter which must, at a minimum, state the duties in Paragraph HC-5.2.1 and other matters in Appendix C of this Module.

            January 2011

          • HC-5.3.2

            The committee should include only independent directors or, alternatively, only non-executive directors of whom a majority are independent directors and the chairman is an independent director. This is consistent with international best practice and it recognises that the remuneration committee must exercise judgment free from personal career conflicts of interest.

            January 2011

        • HC-5.4 HC-5.4 Standard for all Remuneration

          • HC-5.4.1

            Remuneration (including incentives, bonuses and other rewards) of approved persons must be sufficient enough to attract, retain and motivate persons of the quality needed to run the insurance licensee successfully, but the insurance licensee must avoid paying more than is necessary for that purpose.

            January 2011

          • HC-5.4.2

            Where remuneration is structured so as to link rewards to corporate and individual performance, criteria should avoid excessive focus on short-term profitability measures.

            January 2011

          • Alignment of All Staff Remuneration with Compliance with AML/CFT Requirements

            • HC-5.4.3

              The performance evaluation and remuneration of senior management and staff of the insurance licensee must be based on the achievement of the Key Performance Indicators (KPIs) relevant to ensuring compliance with AML/CFT requirements as specified in Paragraphs FC-2.1.4 and FC-2.1.5.

              Added: April 2020

        • HC-5.5 HC-5.5 Directors' Remuneration

          • HC-5.5.1

            The review of Directors' remuneration must be a standing item on the insurance licensee's Annual General Meeting agenda, and must be considered by shareholders at every Annual General Meeting. Policies in respect of Directors' remuneration (including pension and severance arrangements) and bonuses must be clearly disclosed in the annual financial statements.

            January 2011

          • HC-5.5.2

            Directors' remuneration must comply with all applicable laws and Regulations, including the provisions contained in Legislative Decree No. 21 of 2001, with respect to promulgating the Commercial Companies Law, capping Directors' remuneration as a percentage of net profits.

            January 2011

          • HC-5.5.3

            Remuneration of non-executive directors must not include performance-related elements such as grants of shares, share options or other deferred stock-related incentive schemes, bonuses, or pension benefits.

            January 2011

        • HC-5.6 HC-5.6 Senior Management Remuneration

          • HC-5.6.1

            Remuneration of senior management must be structured so that a portion of the total is linked to the insurance licensee's and individual's performance and aligns their interests with the interests of the shareholders.

            January 2011

          • HC-5.6.2

            Such rewards may include grants of shares, share options and other deferred stock-related incentive schemes, bonuses, and pension benefits which are not based on salary.

            January 2011

          • HC-5.6.3

            If a senior manager is also a director, his remuneration as a senior manager must take into account compensation received in his capacity as a director.

            January 2011

          • HC-5.6.4

            All share incentive plans must be approved by the shareholders.

            January 2011

          • HC-5.6.5

            All performance-based incentives should be awarded under written objective performance standards which have been approved by the Board and are designed to enhance shareholder and the insurance licensee's value, and under which shares should not vest and options should not be exercisable within less than two years of the date of award of the incentive.

            January 2011

          • HC-5.6.6

            All policies for performance-based incentives should be approved by the shareholders, but the approval should be only of the plan itself and not of the grant to specific individuals of benefits under the plan.

            Amended: January 2012
            January 2011

      • HC-6 HC-6 Management Structure

        • HC-6.1 HC-6.1 Principle

          • HC-6.1.1

            The Board must establish a clear and efficient management structure.

            January 2011

        • HC-6.2 HC-6.2 Establishment of Management Structure

          • HC-6.2.1

            The Board must approve and review at least annually the insurance licensee's management structure and responsibilities.

            January 2011

          • HC-6.2.2

            The Board must appoint senior management whose authority must include management and operation of current activities of the insurance licensee, reporting to and under the direction of the Board. The senior management must include at a minimum:

            (a) A CEO;
            (b) A chief financial officer;
            (c) A corporate secretary;
            (d) An internal auditor (see HC-6.5 and AU-1.2); and
            (e) A compliance officer (see HC-6.6 and AU-1.2)

            and must also include such other approved persons as the Board considers appropriate and as a minimum must include persons occupying controlled functions as outlined in Paragraph AU-1.2.2.

            January 2011

        • HC-6.3 HC-6.3 Titles, Authorities, Duties and Reporting Responsibilities

          • HC-6.3.1

            The Board must adopt by-laws prescribing each senior manager's title, authorities, duties and internal reporting responsibilities. This must be done with the advice of the Nominating Committee and in consultation with the CEO, to whom the other senior managers should normally report.

            January 2011

          • HC-6.3.2

            These provisions must include but should not be limited to the following:

            (a) The CEO must have authority to act generally in the insurance licensee's name, representing the insurance licensee's interests in concluding transactions on the insurance licensee's behalf and giving instructions to other senior managers and insurance licensee employees;
            (b) The chief financial officer must be responsible and accountable for:
            (i) The complete, timely, reliable and accurate preparation of the insurance licensee's financial statements, in accordance with the accounting standards and policies of the insurance licensee (see also HC-3.4.1); and
            (ii) Presenting the Board with a balanced and understandable assessment of the insurance licensee's financial situation;
            (c) The corporate secretary's duties must include arranging, recording and following up on the actions, decisions and meetings of the Board and of the shareholders (both at annual and extraordinary meetings) in books to be kept for that purpose; and
            (d) The internal auditor's (see HC-6.5) duties must include providing an independent and objective review of the efficiency of the insurance licensee's operations. This would include a review of the accuracy and reliability of the insurance licensee's accounting records and financial reports as well as a review of the adequacy and effectiveness of the insurance licensee's risk management, control, and governance processes.
            January 2011

          • HC-6.3.3

            The Board should also specify any limits which it wishes to set on the authority of the CEO or other senior managers, such as monetary maximums which they authorise without separate Board approval.

            January 2011

          • HC-6.3.4

            In conjunction with the Board, the Chief Executive Officer/General Manager must maintain a clear mapping of the risks faced by the business and document the organisational and other controls maintained to meet those risks.

            January 2011

          • HC-6.3.5

            In conjunction with the Board, the Chief Executive Officer/General Manager must maintain a clear and appropriate apportionment of significant responsibilities amongst senior management.

            January 2011

          • HC-6.3.6

            The apportionment must be clear as to who has which responsibility, and must permit the business and affairs of the licensee to be adequately monitored and controlled by the Board, the Chief Executive Officer/General Manager, and relevant heads of function.

            January 2011

          • HC-6.3.7

            The apportionment must also ensure appropriate segregation of duties where these are required for effective controls.

            January 2011

          • HC-6.3.8

            The corporate secretary should be given general responsibility for reviewing the insurance licensee's procedures and advising the Board directly on such matters. Whenever practical, the corporate secretary should be a person with legal or similar professional experience and training.

            January 2011

          • HC-6.3.9

            At least annually the Board shall review and concur in a succession plan addressing the policies and principles for selecting a successor to the CEO, both in emergencies and in the normal course of business. The succession plan should include an assessment of the experience, performance, skills and planned career paths for possible successors to the CEO.

            January 2011

        • HC-6.4 HC-6.4 Executive Management Committee

          • HC-6.4.1

            Bahraini insurance firms must consider the need to establish an Executive Management Committee to support the Chief Executive Officer/General Manager.

            January 2011

          • HC-6.4.2

            Insurance intermediaries and insurance managers, unlike other insurance licensees, are not required to consider the need to operate an Executive Management Committee.

            January 2011

          • HC-6.4.3

            Executive Management Committees can facilitate proper corporate governance by ensuring that senior management discuss key issues affecting the licensee openly and collectively. Where an insurance firm does not consider it necessary to create an Executive Management Committee, it must be prepared to give reasons for its decision to the CBB, and to explain what checks and balances will apply to executive management.

            January 2011

          • HC-6.4.4

            The Committee should comprise the Chief Executive Officer/General Manager and appropriate heads of functions, such as the head of risk management, the Chief Finance Officer, the Chief Operations Officer, the head of underwriting and other key business divisions.

            January 2011

          • HC-6.4.5

            The Committee's responsibilities should include the oversight of day-to-day implementation of strategy, limits and procedures. It should also monitor the day-to-day performance of individual business lines and departments relative to targets, limits, and policies (in conjunction with other committees and functions, such as the Risk Committee or the Risk Management or Compliance functions).

            January 2011

          • HC-6.4.6

            The Board is responsible for ensuring that there is a clear framework of delegated authorities and a clear demarcation of duties between the Board, the Executive Committee, the Chief Executive Officer and other members of senior management.

            January 2011

        • HC-6.5 HC-6.5 Internal Audit

          • HC-6.5.1

            Bahraini insurance licensees must establish an internal audit function to monitor the adequacy of their systems and controls.

            Amended: October 2014
            January 2011

          • HC-6.5.2

            The internal audit function should be independent of the senior management, reporting to the Audit committee.

            January 2011

          • HC-6.5.3

            The CBB considers it best practice for captive insurers to fall within the remit of the internal audit functions of their groups and be subject to periodic review, although no formal arrangements for internal audit cover captive insurers.

            January 2011

          • HC-6.5.4

            Part or all of the internal audit function may be outsourced, or provided at group level, subject to the requirements of Section RM-7.6. Amongst other things, these require licensees to retain responsibility for their internal audit programme, and that appropriate safeguards are built into the outsourcing contract. Furthermore, a licensee cannot outsource its internal audit function to its external auditor (with limited exceptions). Prior approval from the CBB is required for significant outsourcing arrangements, including all outsourcing of internal audit. A licensee's head of internal audit is a controlled function and requires CBB approval prior to being appointed (see Section AU-1.2).

            January 2011

          • HC-6.5.5

            Internal audit functions must have terms of reference that clearly indicate:

            (a) The scope and frequency of audits;
            (b) Reporting lines; and
            (c) The review and approval process applied to audits.
            January 2011

          • HC-6.5.6

            Paragraph HC-6.5.5 applies irrespective of whether the internal audit function is outsourced. Where it is outsourced, the CBB would expect to see these matters addressed in the contract with the outsourcing provider.

            January 2011

          • HC-6.5.7

            Internal audit functions must report directly to the Audit committee or, where none exists, to the Board. They must have unrestricted access to all the appropriate records of the insurance licensee. They must have open and regular access to the Audit Committee, the Board, the Chief Executive, and the licensee's external auditor.

            January 2011

          • HC-6.5.8

            Internal audit functions must have adequate staff levels with appropriate skills and knowledge, such that they can act as an effective challenge to the business. Where the function is not outsourced, the head of the function should be a senior and experienced employee. Internal audit functions must not perform other activities that compromise their independence.

            January 2011

          • HC-6.5.9

            The CBB would expect to see in place a formal audit plan that:

            (a) Is reviewed and approved at least annually by the Audit Committee or, where none exists, the Board;
            (b) Is risk-based, with an appropriate scoring system; and
            (c) Covers all material areas of a licensee's operations over a reasonable timescale, including (where relevant) the process by which a licensee obtains professional actuarial expertise to develop and verify its pricing and reserving policies.
            January 2011

          • HC-6.5.10

            Internal Audit reports should also be:

            (a) Clear and prioritised, with action points directed towards identified individuals;
            (b) Timely; and
            (c) Distributed to the Audit Committee or Board and appropriate senior management.
            January 2011

          • HC-6.5.11

            Insurance licensees should also have processes in place to deal with recommendations raised by internal audit to ensure that they are:

            (a) Dealt with in a timely fashion;
            (b) Monitored until they are settled; and
            (c) Raised with senior management if they have not been adequately dealt with.
            January 2011

          • HC-6.5.12

            The internal auditor is considered as a head of function (see Paragraph AU-1.2.11) and is subject to CBB prior approval for the approved person occupying this controlled function as outlined in Section AU-1.2.

            January 2011

        • HC-6.6 HC-6.6 Compliance

          • HC-6.6.1

            Insurance licensees must take reasonable care to establish and maintain effective systems and controls for compliance with applicable requirements in the Kingdom's legislation and those set by the CBB, and those established under any other statute or regulator to which the insurance licensee is subject.

            January 2011

          • HC-6.6.2

            Depending on the nature, scale and complexity of its business, an insurance licensee should consider having a separate compliance function. A compliance function should:

            (a) Document its organisation and responsibilities;
            (b) Be appropriately staffed with competent individuals;
            (c) Have unrestricted access to the licensee's relevant records; and
            (d) Have ultimate recourse to the Board.
            January 2011

          • HC-6.6.3

            The compliance function may not be combined with the internal audit function or any other operational function as such combination may lead to a conflict of interest.

            Added: April 2011

      • HC-7 HC-7 Communication between Board and Shareholders

        • HC-7.1 HC-7.1 Principle

          • HC-7.1.1

            The insurance licensee must communicate with shareholders, encourage their participation, and respect their rights.

            January 2011

        • HC-7.2 HC-7.2 Conduct of Shareholders' Meetings

          • HC-7.2.1

            The Board must observe both the letter and the intent of the Company Law's requirements for shareholder meetings. Among other things:

            (a) Notices of meetings must be honest, accurate and not misleading. They must clearly state and, where necessary, explain the nature of the business of the meeting;
            (b) Meetings must be held during normal business hours and at a place convenient for the greatest number of shareholders to attend;
            (c) Notices of meetings must encourage shareholders to attend shareholder meetings and, if not possible, to participate by proxy and must refer to procedures for appointing a proxy and for directing the proxy how to vote on a particular resolution. The proxy agreement must list the agenda items and must specify the vote (such as "yes," "no" or "abstain");
            (d) Notices must ensure that all material information and documentation is provided to shareholders on each agenda item for any shareholder meeting, including but not limited to any recommendations or dissents of directors;
            (e) The Board must propose a separate resolution at any meeting on each substantially separate issue, so that unrelated issues are not "bundled" together;
            (f) In meetings where directors are to be elected or removed the Board must ensure that each person is voted on separately, so that the shareholders can evaluate each person individually;
            (g) The chairman of the meeting must encourage questions from shareholders, including questions regarding the insurance licensee's corporate governance guidelines;
            (h) The minutes of the meeting must be made available to shareholders upon their request as soon as possible but not later than 30 days after the meeting; and
            (i) Disclosure of all material facts must be made to the shareholders by the Chairman prior to any vote by the shareholders.
            January 2011

          • HC-7.2.2

            The insurance licensee should require all directors to attend and be available to answer questions from shareholders at any shareholder meeting and, in particular, ensure that the chairs of the audit, remuneration and nominating committees are ready to answer appropriate questions regarding matters within their committee's responsibility (it being understood that confidential and proprietary business information may be kept confidential).

            January 2011

          • HC-7.2.3

            The insurance licensee should require its external auditor to attend the annual shareholders' meeting and be available to answer shareholders' questions concerning the conduct and conclusions of the audit.

            January 2011

          • HC-7.2.4

            An insurance licensee should maintain a company website (see HC-8.2.1 for website disclosures). The insurance licensee should dedicate a specific section of its website to describing shareholders' rights to participate and vote at each shareholders' meeting, and should post significant documents relating to meetings including the full text of notices and minutes. The insurance licensee may also consider establishing an electronic means for shareholders' communications including appointment of proxies. For confidential information, the insurance licensee should grant a controlled access to such information to its shareholders.

            January 2011

          • HC-7.2.5

            In notices of meetings at which directors are to be elected or removed the insurance licensee should ensure that:

            (a) Where the number of candidates exceeds the number of available seats, the notice of the meeting should explain the voting method by which the successful candidates will be selected and the method to be used for counting of votes; and
            (b) The notice of the meeting should present a factual and objective view of the candidates so that shareholders may make an informed decision on any appointment to the board.
            Amended: October 2012
            January 2011

        • HC-7.3 HC-7.3 Direct Shareholder Communication

          • HC-7.3.1

            The chairman of the Board (and other directors as appropriate) must maintain continuing personal contact with controllers to solicit their views and understand their concerns. The chairman must ensure that the views of shareholders are communicated to the Board as a whole. The chairman must discuss governance and strategy with controllers. Given the importance of market monitoring to enforce the "comply or explain" approach of this Module, the Board should encourage investors, particularly institutional investors, to help in evaluating the insurance licensee's corporate governance (see also HC-1.4 for other duties of the chairman).

            January 2011

        • HC-7.4 HC-7.4 Controllers

          • HC-7.4.1

            In insurance licensees with one or more controllers, the chairman and other directors must actively encourage the controllers to make a considered use of their position and to fully respect the rights of minority shareholders (see also HC-1.3 for other duties of the chairman).

            January 2011

      • HC-8 HC-8 Corporate Governance Disclosure

        • HC-8.1 HC-8.1 Principle

          • HC-8.1.1

            The insurance licensee must disclose its corporate governance.

            January 2011

        • HC-8.2 HC-8.2 Disclosure under the Company Law and CBB Requirements

          • HC-8.2.1

            The requirements in this Section do not apply to captive insurance firms, but should be considered as guidance.

            Amended: October 2014
            January 2011

          • HC-8.2.2

            The Board must oversee the process of disclosure, including corporate governance, to all stakeholders. The Board must ensure that the licensee's communications are fair, transparent, comprehensive and timely.

            January 2011

          • HC-8.2.3

            In each insurance licensee:

            (a) The Board must adopt written corporate governance guidelines covering the matters stated in Module HC and other corporate governance matters deemed appropriate by the Board. Such guidelines must include or refer to the principles and rules of Module HC;
            (b) The insurance licensee must publish the guidelines on its website, if it has a website (see HC-7.2.4);
            (c) At each annual shareholders' meeting the Board must report on the insurance licensee's compliance with its guidelines and Module HC, and explain the extent if any to which it has varied them or believes that any variance or noncompliance was justified; and
            (d) At each annual shareholders' meeting the Board must also report on further items listed in Appendix D. Such information should be maintained on the insurance licensee's website or held at the insurance licensee's premises on behalf of the shareholders.
            January 2011

          • HC-8.2.4

            The CBB may issue a template as a guide for an insurance licensee's annual meeting corporate governance discussion.

            January 2011

          • HC-8.2.5

            The Board must outline in its annual report its criteria and materiality thresholds for the definition of 'independence'. The Directors must be identified in the annual report as executive, non-executive, or independent non-executive.

            January 2011

          • HC-8.2.6

            Licensees should refer to Module PD (Public Disclosure) regarding all specific disclosures required.

            January 2011

      • HC-9 HC-9 Takaful and Retakaful Companies

        • HC-9.1 HC-9.1 Principle

          • HC-9.1.1

            Companies which refer to themselves as "Takaful or Retakaful" must follow the principles of Islamic Shari'a.

            January 2011

        • HC-9.2 HC-9.2 Shari'a Supervisory Board

          • HC-9.2.1

            Takaful and Retakaful companies which are guided by the principles of Islamic Shari'a have additional responsibilities to their stakeholders. In ensuring compliance with Shari'a principles, each Takaful or Retakaful insurance licensee must establish a Shari'a Supervisory Board ('SSB') consisting of at least three Shari'a scholars and must comply with AAOIFI Governance Standard for Islamic Financial Institutions No.1 ('Shari's Supervisory Board: Appointment, Composition and Report').

            January 2011

          • HC-9.2.2

            The function of the Shari'a Supervisory Board is to review the operations of the takaful company and ensure that these are compliant with the principles of the Shari'a. In doing so, the Shari'a Supervisory Board is likely to provide guidance and advice to the takaful company's Board and management on all aspects of a takaful operation, with a particular focus on product design, the handling of claims and surpluses, the calculation and allocation of the operator's costs, the approval of investments and accounting issues.

            January 2011

          • HC-9.2.3

            In the case of overseas insurance firms operating according to takaful principles, the requirement to appoint a Shari'a Supervisory Board in Paragraph HC-9.2.1 may be waived by CBB, if the firm has appointed an equivalent Shari'a Supervisory Board at the parent entity level, of sufficient expertise and credibility.

            January 2011

          • HC-9.2.4

            An insurance firm licensed to conduct insurance business according to takaful principles must comply with all other AAOIFI governance standards for Islamic Financial Institutions.

            January 2011

          • HC-9.2.5

            For takaful firms, full compliance with AAOIFI Governance Standard No.1 is required. The CBB would actively encourage full compliance with all the AAOIFI governance standards but in so doing accepts that these standards themselves include not only standards but also guidance.

            January 2011

          • HC-9.2.6

            The office of Shari'a Board Member is a controlled function: see Module AU (Authorisation).

            January 2011

          • HC-9.2.7

            The Shari'a Board requirements contained in Section HC-9.2 are additional to the other high-level control requirements contained in this Module.

            January 2011

        • HC-9.3 HC-9.3 Governance and Disclosure per Shari'a Principles

          • HC-9.3.1

            Insurance firms which refer to themselves as "Takaful" or "Retakaful" are subject to additional governance requirements and disclosures to provide assurance to stakeholders that they are following Shari'a Principles.

            January 2011

          • HC-9.3.2

            In addition to its duties outlined in Chapter HC-3 and Appendix A, the Audit Committee shall communicate and co-ordinate with the insurance licensee's Corporate Governance Committee and the Shari'a Supervisory Board (where applicable) to ensure that information on compliance with Islamic Shari'a rules and principles is reported in a timely manner.

            January 2011

          • HC-9.3.3

            The Board shall set up a Corporate Governance Committee (see also Chapter HC-8). In this case, the Committee shall comprise at least three members to co-ordinate and integrate the implementation of the governance policy framework.

            January 2011

          • HC-9.3.4

            The Corporate Governance Committee established under Chapter HC-9 shall comprise at a minimum of:

            (a) An independent director to chair the Corporate Governance Committee. The Chairman of the Corporate Governance Committee should not only possess the relevant skills, such as the ability to read and understand financial statements, but should also be able to coordinate and link the complementary roles and functions of the Corporate Governance Committee and the Audit Committee;
            (b) A Shari'a scholar who is a SSB member for the purpose of leading the Corporate Governance Committee on Shari'a-related governance issues (if any), and also to coordinate and link the complementary roles and functions of the Corporate Governance Committee and the SSB; and
            (c) An independent director who can offer different skills to the committee, such as legal expertise and business proficiency, which are considered particularly relevant by the Board of directors for cultivating a good corporate governance culture, and deemed "fit and proper" by the CBB.
            January 2011

          • HC-9.3.5

            The Corporate Governance Committee shall be empowered to:

            (a) Oversee and monitor the implementation of the governance policy framework by working together with the management, the Audit Committee and the SSB; and
            (b) Provide the Board of directors with reports and recommendations based on its findings in the exercise of its functions.
            January 2011

        • HC-9.4 HC-9.4 Terms of Appointment and Competence of the Shari’a Supervisory Board (SSB)

          • SSB Competence/ Fit and Proper Criteria

            • HC-9.4.4

              The Board of directors of the insurance licensee must carry out a background check and consider the following criteria when assessing the fitness and propriety of individuals to serve on the SSB:

              a) Have a clean background, a good character and conduct by being recognised for honesty, integrity and good reputation in their professional business and/or financial dealings, and not previously been convicted of any moral turpitude, felony or criminal offence;
              b) Have competence, diligence, capability and soundness of judgement;
              c) Have strong proficiency in Arabic, as they need to be very conversant with the primary sources of the Shari’a;
              d) Have at least a bachelor degree (or its equivalent) in Islamic Shari’a;
              e) Have a certified degree in Fiqh al Muamalat (Islamic commercial jurisprudence) with strong understanding of Usul Al Fiqh (rules of Islamic jurisprudence);
              f) Have adequate understanding of Takaful/retakaful and accounting;
              g) Have accumulated overall experience of at least seven years in Shari’a related scholarly pursuits (e.g. teaching, research, fatawa issuance, etc).
              Added: October 2020

            • HC-9.4.1

              The appointment of the SSB must be made formally in writing, by way of a contract for service for a minimum period of three years.

              Added: October 2020

            • HC-9.4.2

              Benefits and remuneration of the SSB must be set in aggregate by the general assembly.

              Added: October 2020

            • HC-9.4.3

              Where the Takaful/retakaful licensee fails to appoint the SSB within 3 months of the annual general meeting or to extend the term of the previous SSB, the CBB has the right to appoint a temporary SSB for which all costs related to the appointment will be borne by the Takaful/retakaful licensee in addition to any liabilities related to the delay in the appointment of the SSB.

              Added: October 2020

            • HC-9.4.5

              For purposes of Paragraph HC-9.4.1, at least one SSB member should have a fair understanding of the legal and regulatory framework applicable to the functions of the insurance licensee.

              Added: October 2020

      • HC-10 HC-10 Insurance Consultants, Insurance Managers, Insurance Aggregators and Captive Insurance Firms

        • HC-10.1 HC-10.1 The Board

          • HC-10.1.1

            All insurance consultants, insurance managers, insurance aggregators and captive insurance firms should be headed by an effective, collegial and informed Board of Directors ('the Board').

            Amended: October 2019
            January 2011

          • Role and Responsibilities

            • HC-10.1.2

              All directors should understand the Board's role and responsibilities under the Commercial Companies Law and any other laws or regulations that may govern their responsibilities from time to time. In particular:

              (a) The Board's role as distinct from the role of the shareholders (who elect the Board and whose interests the Board serves) and the role of officers (whom the Board appoints and oversees); and
              (b) The Board's fiduciary duties of care and loyalty to the insurance consultants, insurance managers, insurance aggregators and captive insurance firms and the shareholders (see HC-10.2).
              Amended: October 2019
              January 2011

            • HC-10.1.3

              The Board's role and responsibilities include but are not limited to:

              (a) The overall business performance and strategy for the insurance consultants, insurance managers or captive insurance firms;
              (b) Causing financial statements to be prepared which accurately disclose the insurance consultants, insurance managers, insurance aggregators or captive insurance firms' financial position;
              (c) Monitoring management performance;
              (d) Convening and preparing the agenda for shareholder meetings;
              (e) Monitoring conflicts of interest and preventing abusive related party transactions; and
              (f) Assuring equitable treatment of shareholders including minority shareholders.
              Amended: October 2019
              January 2011

            • HC-10.1.4

              The directors are responsible both individually and collectively for performing these responsibilities. Although the Board may delegate certain functions to committees or management, it may not delegate its ultimate responsibility to ensure that an adequate, effective, comprehensive and transparent corporate governance framework is in place.

              January 2011

            • HC-10.1.5

              When a new director is inducted, the chairman of the Board, assisted by company legal counsel or compliance officer, should review the Board's role and duties with that person, particularly covering legal and regulatory requirements and Module HC.

              January 2011

            • HC-10.1.6

              The insurance consultants, insurance managers, insurance aggregators and captive insurance firms should have a written appointment agreement with each director which recites the directors' powers and duties and other matters relating to his appointment including his term, the time commitment envisaged, the committee assignment if any, his remuneration and expense reimbursement entitlement, and his access to independent professional advice when that is needed.

              Amended: October 2019
              January 2011

            • HC-10.1.7

              The Board should adopt a formal Board charter or other statement specifying matters which are reserved to it, which should include but need not be limited to the specific requirements and responsibilities of directors.

              January 2011

          • Composition

            • HC-10.1.8

              The Board should have no more than 15 members, and should regularly review its size and composition to ensure that it is small enough for efficient decision-making yet large enough to have members who can contribute from different specialties and viewpoints. The Board should recommend changes in Board size to the shareholders when a needed change requires amendment of the insurance consultants, insurance managers, insurance aggregators or captive insurance firms' Memorandum of Association.

              Amended: October 2019
              Amended: October 2014
              January 2011

            • HC-10.1.9

              Potential non-executive directors should be made aware of their duties before their nomination, particularly as to the time commitment required. The Board should regularly review the time commitment required from each non-executive director and should require each non-executive director to inform the Board before he accepts any Board appointments to another company. One person should not hold more than three directorships in public companies in Bahrain with the provision that no conflict of interest may exist, and the Board should not propose the election or reelection of any director who does.

              January 2011

          • Decision Making Process

            • HC-10.1.10

              The Board should be collegial and deliberative, to gain the benefit of each individual director's judgment and experience.

              January 2011

            • HC-10.1.11

              The chairman should take an active lead in promoting mutual trust, open discussion, constructive dissent and support for decisions after they have been made.

              January 2011

            • HC-10.1.12

              The Board should meet frequently but in no event less than four times a year. All directors must attend the meetings whenever possible and the directors must maintain informal communication between meetings.

              January 2011

            • HC-10.1.13

              The chairman should ensure that all directors receive an agenda, minutes of prior meetings, and adequate background information in writing before each Board meeting and when necessary between meetings. All directors should receive the same Board information. At the same time, directors have a legal duty to inform themselves and they should ensure that they receive adequate and timely information and should study it carefully.

              January 2011

          • Directors' Communication with Management

            • HC-10.1.14

              The Board must encourage participation by management regarding matters the Board is considering, and also by management members who by reason of responsibilities or succession, the CEO believes should have exposure to the directors.

              January 2011

            • HC-10.1.15

              Non-executive directors should have free access to the insurance consultants, insurance managers, insurance aggregators and captive insurance firms' management beyond that provided in Board meetings. Such access should be through the Chairman of the Audit Committee or CEO. The Board should make this policy known to management to alleviate any management concerns about a director's authority in this regard.

              Amended: October 2019
              January 2011

        • HC-10.2 HC-10.2 Approved Persons Loyalty

          • HC-10.2.1

            The approved persons shall have full loyalty to the insurance consultants, insurance managers, insurance aggregators or captive insurance firms.

            Amended: October 2019
            January 2011

          • Personal Accountability

            • HC-10.2.2

              Each approved person should understand that under the Company Law he is personally accountable to the insurance consultants, insurance managers, insurance aggregators or captive insurance firms and the shareholders if he violates his legal duty of loyalty to the insurance consultants, insurance managers, insurance aggregators or captive insurance firms, and that he can be personally sued by the insurance consultants, insurance managers, insurance aggregators or captive insurance firms or the shareholders for such violations.

              Amended: October 2019
              January 2011

            • HC-10.2.3

              The duty of loyalty includes a duty not to use property of the insurance consultants, insurance managers, insurance aggregators or captive insurance firms for his personal needs as though it was his own property, not to disclose confidential information of the insurance consultants, insurance managers, insurance aggregators or captive insurance firms or use it for his personal profit, not to take business opportunities of the insurance consultants, insurance managers, insurance aggregators or captive insurance firms for himself, not to compete in business with the insurance consultants, insurance managers, insurance aggregators or captive insurance firms, and to serve the insurance consultants, insurance managers, insurance aggregators or captive insurance firms' interest in any transactions with the company in which he has a personal interest.

              Amended: October 2019
              January 2011

            • HC-10.2.4

              For purposes of Paragraph HC-10.2.3, an approved person should be considered to have a "personal interest" in a transaction with the company if:

              (a) He himself;
              (b) A member of his family (i.e. spouse, father, mother, sons, daughters, brothers or sisters); or
              (c) Another company of which he is a director or controller,

              is a party to the transaction or has a material financial interest in the transaction. (Transactions and interests which are de minimis in value should not be included.)

              January 2011

          • Avoidance of Conflicts of Interest

            • HC-10.2.5

              Each approved person should make every practicable effort to arrange his personal and business affairs to avoid a conflict of interest with the insurance consultants, insurance managers, insurance aggregators or captive insurance firms.

              Amended: October 2019
              January 2011

            • HC-10.2.5A

              Bahraini insurance consultants, Bahraini insurance managers or Bahraini captive insurance firms should have in place a board approved policy on the employment of relatives of approved persons and a summary of such policy must be disclosed in the annual report of the insurance consultant, insurance manager, insurance aggregators or captive insurance firm.

              Amended: October 2019
              Amended: July 2016
              April 2016

            • HC-10.2.5B

              Overseas insurance managers or overseas captive insurance firms should have in place a policy on the employment of relatives of approved persons pertaining to their Bahrain operations.

              Added: July 2016

          • Disclosure of Conflicts of Interest

            • HC-10.2.6

              Each approved person should inform the entire Board of conflicts of interest as they arise and abstain from voting on the matter in accordance with the relevant provisions of the Company Law. This disclosure should include all material facts in the case of a contract or transaction involving the approved person. The approved persons should understand that any approval of a conflict transaction is effective only if all material facts are known to the authorising persons and the conflicted person did not participate in the decision.

              January 2011

            • HC-10.2.6A

              The chief executive/general manager of the Bahraini insurance consultants, Bahraini insurance managers, Bahraini insurance aggregators or Bahraini captive insurance firms should disclose to the board of directors on an annual basis those individuals who are occupying controlled functions and who are relatives of any approved persons occupying controlled functions within the insurance consultant, insurance manager, insurance aggregators or captive insurance firm.

              Amended: October 2019
              Amended: July 2016
              April 2016

            • HC-10.2.6B

              The chief executive/general manager of the overseas insurance managers or overseas captive insurance firms should disclose to a designated officer at its head office or regional manager on an annual basis those individuals who are occupying controlled functions and who are relatives of any approved persons within the overseas insurance licensee.

              Added: July 2016

            • HC-10.2.7

              The Board of the Bahraini insurance consultants, Bahraini insurance managers, Bahraini insurance aggregators or Bahraini captive insurance firms should establish formal procedures for:

              (a) Periodic disclosure and updating of information by each approved person on his actual and potential conflicts of interest; and
              (b) Board of Director's approval of any direct or indirect personal interest of an approved person, in the contracts and actions in which the licensee is a party.
              Amended: October 2019
              Amended: July 2016
              January 2011

          • Disclosure of Conflicts of Interests to Shareholders

            • HC-10.2.8

              The insurance consultants, insurance managers, insurance aggregators and captive insurance firms should disclose to their shareholders in the Annual Report any abstention from voting motivated by a conflict of interest and should disclose to its shareholders any authorisation of a conflict of interest contract or transaction in accordance with the Company Law.

              Amended: October 2019
              January 2011

        • HC-10.3 HC-10.3 Financial Statements Certification

          • HC-10.3.1

            The Board shall have rigorous controls for financial audit and reporting, internal control, and compliance with law.

            January 2011

          • CEO and CFO Certification of Financial Statements

            • HC-10.3.2

              To encourage management accountability for the financial statements required by the directors, the insurance consultants, insurance managers, insurance aggregators and captive insurance firms' CEO and chief financial officer should state in writing to the audit committee and the Board as a whole that the insurance consultants, insurance managers, insurance aggregators and captive insurance firms' interim and annual financial statements present a true and fair view, in all material respects, of the insurance consultants, insurance managers, insurance aggregators and captive insurance firms' financial condition and results of operations in accordance with applicable accounting standards.

              Amended: October 2019
              January 2011

        • HC-10.4 HC-10.4 Appointment, Training and Evaluation of the Board

          • HC-10.4.1

            The insurance consultants, insurance managers, insurance aggregators and captive insurance firms should have rigorous procedures for appointment, training and evaluation of the Board.

            Amended: October 2019
            January 2011

          • Induction and Training of Directors

            • HC-10.4.2

              The chairman of the Board should ensure that each new director receives a formal and tailored induction to ensure his contribution to the Board from the beginning of his term. The induction should include meetings with senior management, visits to company facilities, presentations regarding strategic plans, significant financial, accounting and risk management issues, compliance programs, its internal and external auditors and legal counsel.

              January 2011

            • HC-10.4.3

              All continuing directors should be invited to attend orientation meetings and all directors should continually educate themselves as to the insurance consultants, insurance managers, insurance aggregators and captive insurance firms' business and corporate governance.

              Amended: October 2019
              January 2011

            • HC-10.4.4

              Management, in consultation with the chairman of the Board, should hold programs and presentations to directors respecting the insurance consultants, insurance managers, insurance aggregators and captive insurance firms' business and industry, which may include periodic attendance at conferences and management meetings. The Board shall oversee directors' corporate governance educational activities.

              Amended: October 2019
              January 2011

        • HC-10.5 HC-10.5 Remuneration of Approved Persons

          • HC-10.5.1

            The insurance consultants, insurance managers, insurance aggregators and captive insurance firms should remunerate approved persons fairly and responsibly.

            Amended: October 2019
            January 2011

          • HC-10.5.2

            Remuneration of approved persons should be sufficient enough to attract, retain and motivate persons of the quality needed to run the insurance consultants, insurance managers, insurance aggregators and captive insurance firms successfully, but the insurance consultants, insurance managers, insurance aggregators and captive insurance firms should avoid paying more than is necessary for that purpose.

            Amended: October 2019
            January 2011

        • HC-10.6 HC-10.6 Management Structure

          • HC-10.6.1

            The Board should establish a clear and efficient management structure.

            January 2011

          • Establishment of Management Structure

            • HC-10.6.2

              The Board should appoint senior management whose authority must include management and operation of current activities of the insurance consultants, insurance managers, insurance aggregators and captive insurance firms, reporting to and under the direction of the Board. The senior managers should include at a minimum:

              (a) A CEO;
              (b) A chief financial officer;
              (c) A corporate secretary; and
              (d) An internal auditor (see AU-1.2)

              and should also include such other approved persons as the Board considers appropriate and as a minimum must include persons occupying controlled functions as outlined in Paragraph AU-1.2.2.

              Amended: October 2019
              January 2011

          • Titles, Authorities, Duties and Reporting Responsibilities

            • HC-10.6.3

              The Board should adopt by-laws prescribing each senior manager's title, authorities, duties and internal reporting responsibilities. This should be done with the advice of the Nominating Committee, where applicable, and in consultation with the CEO, to whom the other senior managers should normally report.

              January 2011

            • HC-10.6.4

              These provisions should include but should not be limited to the following:

              (a) The CEO should have authority to act generally in the insurance consultants, insurance managers, insurance aggregators or captive insurance firms' name, representing the insurance consultants, insurance managers, insurance aggregators or captive insurance firms' interests in concluding transactions on the insurance consultants, insurance managers, insurance aggregators or captive insurance firms' behalf and giving instructions to other senior managers and insurance consultants, insurance managers, insurance aggregators or captive insurance firms employees;
              (b) The chief financial officer should be responsible and accountable for:
              (i) The complete, timely, reliable and accurate preparation of the insurance consultants, insurance managers, insurance aggregators or captive insurance firms' financial statements, in accordance with the accounting standards and policies of the insurance consultants, insurance managers, insurance aggregators or captive insurance firms (see HC-10.3.2); and
              (ii) Presenting the Board with a balanced and understandable assessment of the insurance consultants, insurance managers, insurance aggregators or captive insurance firms' financial situation;
              (c) The corporate secretary's duties should include arranging, recording and following up on the actions, decisions and meetings of the Board and of the shareholders (both at annual and extraordinary meetings) in books to be kept for that purpose; and
              (d) The internal auditor's duties should include providing an independent and objective review of the efficiency of the insurance consultants, insurance managers, insurance aggregators or captive insurance firms' operations. This would include a review of the accuracy and reliability of the insurance consultants, insurance managers, insurance aggregators or captive insurance firms' accounting records and financial reports as well as a review of the adequacy and effectiveness of the insurance consultants, insurance managers, insurance aggregators or captive insurance firms' risk management, control, and governance processes.
              Amended: October 2019
              January 2011

            • HC-10.6.5

              The Board should also specify any limits which it wishes to set on the authority of the CEO or other senior managers, such as monetary maximums for transactions which they may authorise without separate Board approval.

              January 2011

            • HC-10.6.6

              The corporate secretary should be given general responsibility for reviewing the insurance consultants, insurance managers, insurance aggregators or captive insurance firms' procedures and advising the Board directly on such matters. Whenever practical, the corporate secretary should be a person with legal or similar professional experience and training

              Amended: October 2019
              January 2011

            • HC-10.6.7

              At least annually the Board shall review and concur in a succession plan addressing the policies and principles for selecting a successor to the CEO, both in emergencies and in the normal course of business. The succession plan should include an assessment of the experience, performance, skills and planned career paths for possible successors to the CEO.

              January 2011

        • HC-10.7 HC-10.7 Communication between Board and Shareholders

          • HC-10.7.1

            The insurance consultants, insurance managers, insurance aggregators and captive insurance firms should communicate with shareholders, encourage their participation, and respect their rights.

            Amended: October 2019
            January 2011

          • Conduct of Shareholders' Meetings

            • HC-10.7.2

              The Board should observe both the letter and the intent of the Company Law's requirements for shareholder meetings. Among other things:

              (a) Notices of meetings must be honest, accurate and not misleading. They must clearly state and, where necessary, explain the nature of the business of the meeting;
              (b) Meetings must be held during normal business hours and at a place convenient for the greatest number of shareholders to attend;
              (c) Notices of meetings must encourage shareholders to participate by proxy and must refer to procedures for appointing a proxy and for directing the proxy how to vote on a particular resolution. The proxy agreement must list the agenda items and must specify the vote (such as "yes," "no" or "abstain");
              (d) Notices must ensure that all material information and documentation is provided to shareholders on each agenda item for any shareholder meeting, including but not limited to any recommendations or dissents of directors;
              (e) The Board must propose a separate resolution at any meeting on each substantially separate issue, so that unrelated issues are not "bundled" together;
              (f) In meetings where directors are to be elected or removed the Board must ensure that each person is voted on separately, so that the shareholders can evaluate each person individually;
              (g) The chairman of the meeting must encourage questions from shareholders, including questions regarding the insurance consultants, insurance managers, insurance aggregators or captive insurance firms' corporate governance guidelines;
              (h) The minutes of the meeting must be made available to shareholders upon their request as soon as possible but not later than 30 days after the meeting; and
              (i) Disclosure of all material facts must be made to the shareholders.
              Amended: October 2019
              January 2011

            • HC-10.7.3

              The insurance consultants, insurance managers, insurance aggregators and captive insurance firms should require all directors to attend and be available to answer questions from shareholders at any shareholder meeting and, in particular, ensure that the chairs of the audit, remuneration and nominating committees are ready to answer appropriate questions regarding matters within their committee's responsibility (it being understood that confidential and proprietary business information may be kept confidential).

              Amended: October 2019
              January 2011

            • HC-10.7.4

              The insurance consultants, insurance managers, insurance aggregators and captive insurance firms should require its external auditor to attend the annual shareholders' meeting and be available to answer shareholders' questions concerning the conduct and conclusions of the audit.

              Amended: October 2019
              January 2011

            • HC-10.7.5

              An insurance consultant, insurance managers, insurance aggregators and captive insurance firms should maintain a company website. The insurance consultants, insurance managers, insurance aggregators and captive insurance firms should dedicate a specific section of its website to describing shareholders' rights to participate and vote at each shareholders' meeting, and should post significant documents relating to meetings including the full text of notices and minutes. The insurance consultants, insurance managers, insurance aggregators and captive insurance firms may also consider establishing an electronic means for shareholders' communications including appointment of proxies. For confidential information, the insurance consultants, insurance managers, insurance aggregators and captive insurance firms should grant a controlled access to such information to its shareholders.

              Amended: October 2019
              January 2011

            • HC-10.7.6

              In notices of meetings at which directors are to be elected or removed the insurance consultants, insurance managers, insurance aggregators and captive insurance firms should ensure that:

              (a) Where the number of candidates exceeds the number of available seats, the notice of the meeting should explain the voting method by which the successful candidates will be selected and the method to be used for counting of votes; and
              (b) The notice of the meeting should present a factual and objective view of the candidates so that shareholders may make an informed decision on any appointment to the board.
              Amended: October 2019
              Amended: October 2012
              January 2011

          • Direct Shareholder Communication

            • HC-10.7.7

              The chairman of the Board (and other directors as appropriate) must maintain continuing personal contact with controllers to solicit their views and understand their concerns. The chairman must ensure that the views of shareholders are communicated to the Board as a whole. The chairman must discuss governance and strategy with controllers. Given the importance of market monitoring to enforce the "comply or explain" approach of this Module, the Board should encourage investors, particularly institutional investors, to help in evaluating the insurance consultants, insurance managers, insurance aggregators or captive insurance firms' corporate governance.

              Amended: October 2019
              January 2011

          • Controllers

            • HC-10.7.8

              In companies with one or more controllers, the chairman and other directors should actively encourage the controllers to make a considered use of their position and to fully respect the rights of minority shareholders.

              January 2011

        • HC-10.8 HC-10.8 Corporate Governance Disclosure

          • HC-10.8.1

            The insurance consultants, insurance managers, insurance aggregators and captive insurance firms should disclose its corporate governance framework.

            Amended: October 2019
            January 2011

          • Disclosure under the Company Law

            • HC-10.8.2

              In each insurance consultants, insurance managers, insurance aggregators or captive insurance firms:

              (a) The Board should adopt written corporate governance guidelines covering the matters stated in Module HC and other corporate governance matters deemed appropriate by the Board. Such guidelines must include or refer to the principles and rules of Module HC;
              (b) The insurance consultants, insurance managers, insurance aggregators or captive insurance firms should publish the guidelines on its website, if it has a website (see HC-10.7.5);
              (c) At each annual shareholders' meeting the Board should report on the insurance consultants, insurance managers, insurance aggregators or captive insurance firms' compliance with its guidelines and Module HC, and explain the extent if any to which it has varied them or believes that any variance or noncompliance was justified; and
              (d) At each annual shareholders' meeting the Board should also report on further items listed in Appendix D. Such information should be maintained on the insurance consultants, insurance managers, insurance aggregators or captive insurance firms' website or held at the insurance consultants, insurance managers, insurance aggregators or captive insurance firms' premises on behalf of the shareholders.
              Amended: October 2019
              January 2011

            • HC-10.8.3

              The CBB may issue a template as a guide for insurance consultants, insurance managers, insurance aggregators and captive insurance firms' annual meeting corporate governance discussion.

              Amended: October 2019
              January 2011

        • HC-10.9 HC-10.9 Captive Takaful Firms

          • HC-10.9.1

            Companies which refer to themselves as "Islamic" should follow the principles of Islamic Shari'a.

            January 2011

          • Governance and Disclosure per Shari'a Principles

            • HC-10.9.2

              Captive Takaful firms which are guided by the principles of Islamic Shari'a have additional responsibilities to their stakeholders. Captive Takaful firms which refer to themselves as "Islamic" are subject to additional governance requirements and disclosures to provide assurance to stakeholders that they are following Shari'a Principles. In ensuring compliance with Shari'a principles, each captive Takaful firm should establish a Shari'a Supervisory Board consisting of at least three Shari'a scholars.

              January 2011

      • Appendix A Appendix A Audit Committee

        • Committee Duties

          The Committee's duties shall include those stated in Paragraph HC-3.2.1.

          January 2011

        • Committee Membership and Qualifications

          The Committee shall have at least three members. Such members must have no conflict of interest with any other duties they have for the insurance licensee.

          A majority of the members of the committee including the Chairman shall be independent directors.

          The Board must satisfy itself that at least a majority of the committee has recent and relevant financial ability and experience, which includes:

          (a) An ability to read and understand corporate financial statements including an insurance licensee's balance sheet, income statement and cash flow statement and changes in shareholders' equity;
          (b) An understanding of the accounting principles which are applicable to the insurance licensee's financial statements;
          (c) Experience in evaluating financial statements that have a level of accounting complexity comparable to that which can be expected in the insurance licensee's business;
          (d) An understanding of internal controls and procedures for financial reporting; and
          (e) An understanding of the audit committee's controls and procedures for financial reporting.
          Amended: April 2011
          January 2011

        • Committee Duties and Responsibilities

          In serving those duties, the Committee shall:

          (a) Be responsible for the selection, appointment, remuneration, oversight and termination where appropriate of the external auditor, subject to ratification by the insurance licensee's Board and shareholders. The external auditor shall report directly to the committee;
          (b) Make a determination at least once each year of the external auditor's independence, including:
          (i) Determining whether its performance of any non-audit services compromised its independence (the committee may establish a formal policy specifying the types of non-audit services which are permissible) and;
          (ii) Obtaining from the external auditor a written report listing any relationships between the external auditor and the insurance licensee or with any other person or entity that may compromise the auditor's independence;
          (c) Review and discuss with the external auditor the scope and results of its audit, any difficulties the auditor encountered including any restrictions on its access to requested information and any disagreements or difficulties encountered with management;
          (d) Review and discuss with management and the external auditor each annual and each quarterly financial statements of the insurance licensee including judgments made in connection with the financial statements;
          (e) Review and discuss and make recommendations regarding the selection, appointment and termination where appropriate of the head of internal audit and head of compliance and the budget allocated to the internal audit and compliance function, and monitor the responsiveness of management to the committee's recommendations and findings;
          (f) Review and discuss the adequacy of the insurance licensee's internal auditing and compliance personnel and procedures and its internal controls and compliance procedures, and any risk management systems, and any changes in those;
          (g) Oversee the insurance licensee's compliance with legal and regulatory requirements; and
          (h) Review and discuss possible improprieties in financial reporting or other matters, and ensure that arrangements are in place for independent investigation and follow-up regarding such matters.
          Amended: October 2012
          January 2011

        • Committee Structure and Operations

          The committee shall elect one member as its chair.

          The committee shall meet at least four times a year. Its meetings may be scheduled in conjunction with regularly-scheduled meetings of the entire Board.

          The committee may meet without any other director or any officer of the insurance licensee present. Only the committee may decide if a non-member of the committee should attend a particular meeting or a particular agenda item. Non-members who are not directors of the insurance licensee may attend to provide their expertise, but may not vote. It is expected that the external auditor's lead representative will be invited to attend regularly but that this shall always be subject to the committee's decision.

          The committee shall report regularly to the full Board on its activities.

          January 2011

        • Committee Resources and Authority

          The committee shall have the resources and authority necessary for its duties and responsibilities, including the authority to select, retain, terminate and approve the fees of outside legal, accounting or other advisors as it deems necessary or appropriate, without seeking the approval of the Board or management. The insurance licensee shall provide appropriate funding for the compensation of any such persons.

          January 2011

        • Committee Performance Evaluation

          The committee shall prepare and review with the Board an annual performance evaluation of the committee, which shall compare the committee's performance with the above requirements and shall recommend to the Board any improvements deemed necessary or desirable to the committee's charter. The report must be in the form of a written report provided at any regularly scheduled Board meeting.

          Amended: October 2012
          January 2011

      • Appendix B Appendix B Nominating Committee

        • Committee Duties

          The committee's duties shall include those stated in Paragraph HC-4.2.1.

          January 2011

        • Committee Duties and Responsibilities

          In serving those duties with respect to Board membership:

          (a) The committee shall make recommendations to the Board from time to time as to changes the committee believes to be desirable to the size of the Board or any committee of the Board;
          (b) Whenever a vacancy arises (including a vacancy resulting from an increase in Board size), the committee shall recommend to the Board a person to fill the vacancy either through appointment by the Board or through shareholder election;
          (c) In performing the above responsibilities, the committee shall consider any criteria approved by the Board and such other factors as it deems appropriate. These may include judgment, specific skills, experience with other comparable businesses, the relation of a candidate's experience with that of other Board members, and other factors;
          (d) The committee shall also consider all candidates for Board membership recommended by the shareholders and any candidates proposed by management;
          (e) The committee shall identify Board members qualified to fill vacancies on any committee of the Board and recommend to the Board that such person appoint the identified person(s) to such committee; and
          (f) Assuring that plans are in place for orderly succession of senior management.

          In serving those purposes with respect to officers the committee shall:

          (a) Make recommendations to the Board from time to time as to changes the committee believes to be desirable in the structure and job descriptions of the officers including the CEO, and prepare terms of reference for each vacancy stating the job responsibilities, qualifications needed and other relevant matters;
          (b) Recommend persons to fill specific officer vacancies including CEO considering criteria such as those referred to above;
          (c) Design a plan for succession and replacement of officers including replacement in the event of an emergency or other unforeseeable vacancy; and
          (d) If charged with responsibility with respect to insurance licensee's corporate governance guidelines, the committee shall develop and recommend to the Board corporate governance guidelines, and review those guidelines at least once a year.
          January 2011

        • Committee Structure and Operations

          The committee shall elect one member as its chair.

          The committee shall meet at least twice a year. Its meetings may be scheduled in conjunction with regularly-scheduled meetings of the entire Board.

          January 2011

        • Committee Resources and Authority

          The committee shall have the resources and authority necessary for its duties and responsibilities, including the authority to select, retain, terminate and approve the fees of outside legal, consulting or search firms used to identify candidates, without seeking the approval of the Board or management. The insurance licensee shall provide appropriate funding for the compensation of any such persons.

          January 2011

        • Performance Evaluation

          The committee shall preview and review with the Board an annual performance evaluation of the committee, which shall compare the committee's performance with the above requirements and shall recommend to the Board any improvements deemed necessary or desirable to the committee's charter. The report must be in the form of a written report provided at any regularly scheduled Board meeting.

          Amended: October 2012
          January 2011

      • Appendix C Appendix C Remuneration Committee

        • Committee Duties

          The committee's duties shall include those stated in Paragraph HC-5.1.1.

          January 2011

        • Committee Duties and Responsibilities

          In serving those duties the committee shall consider, and make specific recommendations to the Board on, both remuneration policy and individual remuneration packages for the CEO and other senior officers. This remuneration policy should cover at least:

          (a) The following components:
          (i) Salary;
          (ii) The specific terms of performance-related plans including any stock compensation, stock options, or other deferred-benefit compensation;
          (iii) Pension plans;
          (iv) Fringe benefits such as non-salary perks; and
          (v) Termination policies including any severance payment policies; and
          (b) Policy guidelines to be used for determining remuneration in individual cases, including on:
          (i) The relative importance of each component noted in a) above;
          (ii) Specific criteria to be used in evaluating an officer's performance.

          The committee shall evaluate the CEO's performance in light of corporate goals and objectives and may consider the insurance licensee's performance and shareholder return relative to comparable insurance licensees, the value of awards to CEOs at comparable insurance licensees, and awards to the CEO in past years.

          The committee should also be responsible for retaining and overseeing outside consultants or firms for the purpose of determining director or officer remuneration, administering remuneration plans, or related matters.

          January 2011

        • Committee Structure and Operations

          The committee shall elect one member as its chair.

          The committee shall meet at least twice a year. Its meetings may be scheduled in conjunction with regularly-scheduled meetings of the entire Board.

          January 2011

        • Committee Resources and Authority

          The committee shall have the resources and authority necessary for its duties and responsibilities, including the authority to select, retain, terminate and approve the fees of outside legal, consulting or compensation firms used to evaluate the compensation of directors, the CEO or other officers, without seeking the approval of the Board or management. The insurance licensee's shall provide appropriate funding for the compensation of any such persons.

          January 2011

        • Performance Evaluation

          The committee shall preview and review with the Board an annual performance evaluation of the committee, which shall compare the committee's performance with the above requirements and shall recommend to the Board any improvements deemed necessary or desirable to the committee's charter. The report must be in the form of a written report provided at any regularly scheduled Board meeting.

          Amended: October 2012
          January 2011

      • Appendix D Corporate Governance Disclosure to Shareholders

        The insurance licensee shall disclose the following items to the shareholders, in addition to any disclosures required as per Module PD:

        Ownership of Shares

        1. Distribution of ownership by nationality
        2. Distribution of ownership by size of shareholder
        3. Ownership by Government
        4. Names of shareholders owning 5% or more and, if they act in concert, a description of the voting, shareholders' or other agreements among them relating to acting in concert, and of any other direct and indirect relationships among them or with the insurance licensee or other shareholders

        Board, Board Members and Management

        1. Board's functions — rather than a general statement (which could be disclosed simply as the Board's legal obligations under the law) the 'mandate' of the Board should be set out
        2. The types of material transactions that require Board approval
        3. Names, their capacity of representation and detailed information about the directors, including directorships of other Boards, positions, qualifications and experience (should describe each director as executive or non-executive)
        4. Number and names of independent members
        5. Board terms and the start date of each term
        6. What the Board does to induct/educate/orient new directors
        7. Director's ownership of shares
        8. Election system of directors and any termination arrangements
        9. Director's trading of insurance licensee's shares during the year
        10. Meeting dates (number of meetings during the year)
        11. Attendance of directors at each meeting
        12. Aggregate remuneration to board members
        12A. The remuneration policy of the insurance licensee for board members and senior management
        13. List of senior managers and profile of each
        14. Shareholding by senior managers
        15. Aggregate remuneration paid to senior management
        16. Details of stock options and performance-linked incentives available to executives
        17. Whether the Board has adopted a written code of ethical business conduct, and if so the text of that code and a statement of how the Board monitors compliance.

        Committees

        1. Names of the Board committees
        2. Functions of each committee
        3. Members of each committee divided into independent and non-independent
        4. Minimum number of meetings per year
        5. Actual number of meetings
        6. Attendance of committees' members
        7. [This item was deleted in January 2012]
        8. Work of committees and any significant issues arising during the period

        Corporate Governance

        1. Separate section in the Annual Report
        2. Reference to Module HC and its principles
        3. Changes in Module HC that took place during the year

        Auditors

        1. The charters and a list of members of the Audit (including external and internal; financial and non-financial experts), Nominating and Remuneration Committees of the Board.
        2. Audit fees
        3. Non-Audit services provided by the external auditor and fees
        4. Reasons for any switching of auditors and reappointing of auditors

        Other

        1. Related party transactions
        2. Approval process for related party transactions
        3. Means of communication with shareholders and investors
        4. Separate report on Management Discussion and Analysis is included in the Annual Report — in particular, this should identify and comment on the management of principal risks and uncertainties faced by the business.
        5. Review of internal control processes and procedures
        6. Announcements of the results in the press should include at least the followings:
        (a) Balance sheet, income statement, cash flow statement, statement of comprehensive income and changes in shareholders' equity
        (b) Auditor
        (c) Auditor's signature date
        (d) Board approval date

        Set out directors responsibility with regard to the preparation of financial statements

        Conflict of Interest — any issues arising must be reported, in addition describe any steps the Board takes to ensure directors exercise independent judgment in considering transactions and agreements in respect of which a director or executive officer has a material interest.

        Board of Directors — whether or not the Board, its committees and individual directors are regularly assessed with respect to their effectiveness and contribution.

        Amended: January 2012
        Amended: April 2011
        January 2011

    • AA AA Auditors and Actuaries

      • AA-A AA-A Introduction

        • AA-A.1 AA-A.1 Purpose

          • Executive Summary

            • AA-A.1.1

              This Module presents requirements that have to be met by insurance licensees with respect to the appointment of external auditors and actuaries (the requirement for actuaries is only applicable to insurance firms). This Module also sets out certain obligations that external auditors and actuaries have to comply with, by virtue of their appointment by insurance licensees.

              Amended: January 2007

            • AA-A.1.2

              This Module is issued under the powers given to the Central Bank of Bahrain ('the CBB') under Decree No. (64) of 2006 with respect to promulgating the Central Bank of Bahrain and Financial Institutions Law 2006 ('CBB Law'). It supplements Article 61 of the CBB Law, which requires licensees to appoint an external auditor acceptable to the CBB and Articles 72 to 74 dealing with actuaries.

              Amended: January 2007
              Amended: October 2007

          • Legal Basis

            • AA-A.1.3

              This Module contains the CBB's Directive (as amended from time to time) relating to auditors and actuaries and is issued under the powers available to the CBB under Article 38 of the CBB Law. The Directive in this Module is applicable to insurance licensees.

              Amended: January 2011
              Amended: October 2007
              Adopted: January 2007

            • AA-A.1.4

              For an explanation of the CBB's rule-making powers and different regulatory instruments, see Section UG-1.1.

              Adopted: January 2007

        • AA-A.2 AA-A.2 Module History

          • AA-A.2.1

            This Module was first issued in April 2005 by the BMA, together with the rest of Volume 3 (Insurance). 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.

            Amended: January 2007

          • AA-A.2.2

            When the CBB replaced the BMA in September 2006, the provisions of this Module remained in force. Volume 3 was updated in January 2007 to reflect the switch to the CBB; however, new calendar quarter dates were only issued where the update necessitated changes to actual requirements.

            Amended: January 2007

          • AA-A.2.3

            A list of recent changes made to this Module is detailed in the table below:

            Module Ref. Change Date Description of Changes
            AA-3.1 01/10/05 Corrected reference to Form IFR and IMR
            AA-4.1 01/10/05 Added transition rule for requirement for reporting actuary for insurance firms whose long-term insurance business is restricted to group life policies having a maturity of less than or equal to 1 year.
            AA-4.3.2 01/07/06 Added a requirement that the Signing Actuary is subject to the approval of the CBB.
            AA-A.1.3 01/2007 New Rule introduced, categorising this Module as a Directive.
            AA-1.2.3 01/2007 Rule redrafted to clarify reporting obligation.
            AA-1.5 01/2007 Paragraphs AA-1.5.3 and AA-1.5.5 updated to reflect CBB Law requirements on auditor independence.
            AA-3.1.1 01/2007 Clarified that the external auditor's Agreed Upon Procedures are to be submitted to the CBB within four months from the insurance licensee's financial year end.
            AA-3.2 01/2007 Added a new section referring to the audit report required as per Module FC.
            AA-3A 01/2007 Added a new Chapter on Accounting Standards
            AA-4.1.7 01/2007 Clarified that the first three-year period referred to for the report of the signing actuary is for the period ending 31 December 2008.
            AA-1.3.1A 10/2007 Clarified the transition period for the rotation of audit partner.
            AA-4 10/2007 Amended Actuarial reports Chapter to reflect new definitions of Registered Actuary and Signing Actuary
            AA-2.3 01/2008 Corrected reference to Registered Actuary.
            AA-A.1.3 01/2011 Clarified legal basis.
            AA-3.2.1 10/2012 Clarified that an approved consultancy firm can also provide the report on compliance with financial crime rules required under Section FC-3.3.
            AA-1.5.2 04/2013 Changed Guidance to Rule so that insurance licensees may not outsource their internal audit function to the same firm that acts as their external auditor.
            AA-4 04/2014 Amended to be in line with updated actuarial requirements.
            AA-3.2.2 07/2021 Amended Paragraph.

          • AA-A.2.4

            Guidance on the implementation and transition to Volume 3 (Insurance) is given in Module ES (Executive Summary).

      • AA-B AA-B Scope of Application

        • AA-B.1 AA-B.1 Insurance Licensees

          • AA-B.1.1

            The contents of this Module — unless otherwise stated — apply to all insurance licensees.

          • AA-B.1.2

            The requirements relating to actuaries (Chapter AA-4), apply only to insurance firms, and differentiate between insurance firms undertaking long-term insurance and those undertaking general insurance.

            Amended: January 2007

        • AA-B.2 AA-B.2 Auditors and Actuaries

          • AA-B.2.1

            Certain requirements in this Module extend to auditors and actuaries, by virtue of their appointment by insurance licensees. Auditors and actuaries appointed by insurance licensees must be independent (cf. Sections AA-1.4, AA-1.5and Paragraphs AA-4.2.3 and AA-4.2.4). Auditors and actuaries who resign or are otherwise removed from office are required to inform the CBB in writing of the reasons for the termination of their appointment (cf. Paragraphs AA-1.2.3 and AA-4.2.8). Other requirements are contained in Sections AA-1.3 (Audit partner rotation) and AA-3.1 (Auditor reports).

            Amended: January 2007

      • AA-1 AA-1 Auditor Requirements

        • AA-1.1 AA-1.1 Appointment of Auditor

          • AA-1.1.1

            In accordance with Article 61(a) of the CBB Law, insurance licensees must obtain prior written approval from the CBB before appointing or re-appointing their auditor.

            Amended: January 2007
            Amended: October 2007

          • AA-1.1.2

            As the appointment of the auditor normally takes place during the course of the firm's annual general meeting, insurance licensees should notify the CBB of the proposed agenda for the annual general meeting in advance of it being circulated to shareholders. The CBB's approval of the proposed auditor does not limit in any way shareholders' rights to subsequently reject the Board's choice.

            Amended: January 2007
            Amended: October 2007

          • AA-1.1.3

            The CBB, in considering the proposed (re-)appointment of an auditor, takes into account the expertise, resources and reputation of the audit firm, relative to the size and complexity of the licensee. The CBB will also take into account the track record of the audit firm in auditing insurance licensees within Bahrain; the degree to which it has generally demonstrated independence from management in its audits; and the extent to which it has identified and alerted relevant persons of significant matters.

            Amended: January 2007

          • AA-1.1.4

            In the case of overseas insurance licensees, the CBB will also take into account who acts as the auditor of the parent firm. As a general rule, the CBB does not favour different parts of an insurance group having different auditors.

            Amended: January 2007
            Amended: October 2007

        • AA-1.2 AA-1.2 Removal or Resignation of Auditor

          • AA-1.2.1

            Insurance licensees must notify the CBB as soon as they intend to remove their auditor, with an explanation of their decision, or as soon as their auditor resigns.

            Amended: January 2007Amended: October 2007
            Amended: October 2007

          • AA-1.2.2

            Insurance licensees must ensure that a replacement auditor is appointed (subject to CBB approval as per Section AA-1.1), as soon as reasonably practicable after a vacancy occurs, but no later than three months.

            Amended: January 2007

          • AA-1.2.3

            In accordance with the powers granted to the CBB under Article 63 of the CBB Law, auditors of insurance licensees must inform the CBB in writing, should they resign or their appointment as auditor be terminated, within 30 calendar days of the event occurring, setting out the reasons for the resignation or removal.

            Amended: January 2007

        • AA-1.3 AA-1.3 Audit Partner Rotation

          • AA-1.3.1

            Unless otherwise exempted by the CBB, insurance licensees must ensure that the audit partner responsible for their audit does not undertake that function more than five years in succession.

            Amended: January 2007

          • AA-1.3.2

            Insurance licensees must notify the CBB of any change in audit partner.

            Amended: January 2007

          • AA-1.3.1A

            For purposes of Paragraph AA-1.3.1, the first five-year period referred to is for the period ending 31 December 2010 (Refer to Paragraph ES-2.4.3). Therefore, unless there has been a change in the partner appointed since the Rulebook was issued in May 2005, or if a company has been licensed since the Rulebook has been issued, insurance licensees will need to have a new partner responsible for the audit engagement for the year 2011

            Added: October 2007

        • AA-1.4 AA-1.4 Auditor Independence

          • AA-1.4.1

            Article 61(d) of the CBB Law imposes conditions in order for the auditor to be considered independent. Before an insurance licensee appoints an auditor, it must take reasonable steps to ensure that the auditor has the required skill, resources and experience to carry out the audit properly, and is independent of the licensee.

            Amended: January 2007

          • AA-1.4.2

            For an auditor to be considered independent, it must, among things, comply with the restrictions in Section AA-1.5.

            Amended: January 2007

          • AA-1.4.3

            If an insurance licensee becomes aware at any time that its auditor is not independent, it must take reasonable steps to remedy the matter and notify the CBB of the fact.

            Amended: January 2007

          • AA-1.4.4

            If in the opinion of the CBB, independence has not been achieved within a reasonable timeframe, then the CBB may require the appointment of a new auditor.

            Amended: January 2007
            Amended: October 2007

        • AA-1.5 AA-1.5 Licensee/Auditor Restrictions

          • Financial Transactions with Auditors

            • AA-1.5.1

              Insurance licensees must not provide regulated insurance services to their auditors, including entering into any contracts of professional indemnity insurance with their auditors.

              Amended: January 2007

          • Outsourcing to Auditors

            • AA-1.5.2

              Insurance licensees may not outsource their internal audit function to the same firm that acts as their external auditor.

              Amended: April 2013
              Amended: January 2007

          • Other Relationships

            • AA-1.5.3

              Insurance licensees and their auditors must comply with the restrictions contained in Article 217(c) of the Commercial Companies Law (Legislative Decree No. (21) of 2001), as well as in Article 61(d) of the CBB Law.

              Amended: January 2007

            • AA-1.5.4

              Article 217(c) prohibits an auditor from (i) being the chairman or a member of the Board of Directors of the company he/she audits; (ii) holding any managerial position in the company he/she audits; and (iii) acquiring any shares in the company he/she audits, or selling any such shares he/she may already own, during the period of his audit. Furthermore, the auditor must not be a relative (up to the second degree) of a person assuming management or accounting duties in the company.

              Amended: January 2007
              Amended: October 2007

            • AA-1.5.5

              Article 61(d) prohibits an auditor from (i) being the chairman or a member of the Board of Directors of the company he/she audits; (ii) holding any managerial position in the company he/she audits; and (iii) acquiring any shares in the company he/she audits, or selling any such shares he/she may already own, during the period of his audit. Furthermore, the auditor must not be a relative (up to the second degree) of a person assuming management or accounting duties in the company.

              Adopted: January 2007

            • AA-1.5.6

              The restriction in Paragraph AA-1.5.3 applies to overseas insurance licensees as well as Bahraini insurance licensees.

              Amended: January 2007

            • AA-1.5.7

              A partner, Director or manager on the engagement team of auditing an insurance licensee may not serve on the Board or in a controlled function of the licensee, for two years following the end of their involvement in the audit, without prior authorisation of the CBB.

              Amended: January 2007

            • AA-1.5.8

              Chapter AU-1.2 sets out the CBB's 'controlled functions' requirements.

              Amended: January 2007

          • Definition of 'Auditor'

            • AA-1.5.9

              For the purposes of Section AA-1.5, 'auditor' means the partners, Directors and managers on the engagement team responsible for the audit of the insurance licensee.

              Amended: January 2007

      • AA-2 AA-2 Access

        • AA-2.1 AA-2.1 CBB Access to Auditors

          • AA-2.1.1

            Insurance licensees must waive any duty of confidentiality on the part of their auditor, such that their auditor may report to the CBB any concerns held regarding material failures by the insurance licensee to comply with CBB requirements.

            Amended: January 2007
            Amended: October 2007

          • AA-2.1.2

            The CBB may, as part of its on-going supervision of insurance licensees, request meetings with a licensee's auditor. If necessary, the CBB may direct that the meeting be held without the presence of the licensee's management or Directors.

            Amended: January 2007
            Amended: October 2007

        • AA-2.2 AA-2.2 Auditor Access to Outsourcing Providers

          • AA-2.2.1

            Paragraph RM-7.4.12 on outsourcing agreements between insurance licensees and outsourcing providers requires licensees to ensure that their internal and external auditors have timely access to any relevant information they may require to fulfil their responsibilities. Such access must allow them to conduct on-site examinations of the outsourcing provider, if required.

            Amended: January 2007

        • AA-2.3 AA-2.3 CBB Access to Actuaries

          • AA-2.3.1

            Insurance licensees that appoint a Registered Actuary or Signing Actuary in compliance with the requirements in Section AA-4.1 must waive any duty of confidentiality on the part of the actuary, such that he may report to the CBB any concerns held regarding material failures by the insurance licensee to comply with CBB requirements.

            Amended: January 2007
            Amended: January 2008

          • AA-2.3.2

            The CBB may, as part of its on-going supervision of insurance licensees, request meetings with a licensee's Registered Actuary/Signing Actuary. If necessary, the CBB may direct that the meeting be held without the presence of the licensee's management or Directors.

            Amended: January 2007
            Amended: October 2007
            Amended: January 2008

      • AA-3 AA-3 Auditor Reports

        • AA-3.1 AA-3.1 Review of Annual Returns

          • AA-3.1.1

            Insurance licensees must arrange for their auditor to review the licensee's annual return to the CBB. The auditor must complete the prescribed form Agreed Upon Procedures (refer to Part B, Supplementary Information Appendices BR(i) and BR(ii)) attesting to his/her review, which must be submitted to the CBB by the insurance licensee within four months of the financial year end of the insurance licensee.

            Amended: January 2007
            Amended: October 2007

          • AA-3.1.2

            Insurance firms are required to submit an Insurance Firm Return (Form IFR). Insurance intermediaries and insurance managers are required to submit the Insurance Intermediary and Manager Return (Form IMR). Further details on the annual returns and other reporting requirements of the CBB, including the precise scope of the auditor's review and attestation, are contained in Module BR (CBB Reporting).

            Amended: January 2007

        • AA-3.2 AA-3.2 Report on Compliance with Financial Crime Rules

          • AA-3.2.1

            Insurance licensees must arrange for their external auditor or a consultancy firm approved by the CBB as per Paragraphs FC-3.3.2 and FC-3.3.2A, to report on the insurance licensee's compliance with the requirements contained in Module FC (Financial Crime), at least once a year.

            Amended: October 2012
            Amended: October 2007
            Adopted: January 2007

          • AA-3.2.2

            The report specified in Paragraph AA-3.2.1 must be in the form agreed by the CBB, and must be submitted to the CBB within six months of the licensee's financial year-end.

            Amended: July 2021
            Adopted: January 2007

          • AA-3.2.3

            Further information on the above requirement can be found in Section FC-3.3.

            Adopted: January 2007
            Amended: October 2007

      • AA-3A AA-3A Accounting Standards

        • AA-3A.1 AA-3A.1 General Requirements

          • AA-3A.1.1

            Insurance licensees must comply with International Financial Reporting Standards / International Accounting Standards ('IFRS/IAS') and, to the extent that they undertake Shari'a compliant activities, relevant standards issued by the Accounting and Auditing Organisation for Islamic Financial Institutions (AAOIFI).

            Adopted: January 2007

          • AA-3A.1.2

            Overseas insurance licensees that do not, at the parent company level, apply IFRS/IAS are still required under Paragraph AA-3A.1.1 to produce pro-forma accounts for the Bahrain branch in conformity with these standards.

            Adopted: January 2007

      • AA-4 AA-4 Actuarial Reports

        • AA-4.1 AA-4.1 General Requirements

          • Obligation to Appoint an Actuary for Long-Term Insurance Business

            • AA-4.1.1

              In accordance with Article 72(a) of the CBB Law, all insurance firms planning to undertake long-term insurance business must, no later than the date on which they start to carry out such business, appoint a Registered Actuary or Signing Actuary, subject to CBB approval.

              Amended: January 2007
              Amended: October 2007

            • AA-4.1.2

              For insurance firms whose long-term insurance business is restricted to group life policies, having a term of less than or equal to 1 year, and where this long-term insurance business represents less than 5% of the insurance firm's total gross premiums written, this business will be treated as general insurance business and is subject to actuarial requirements as outlined in Paragraph AA-4.1.4.

              Amended: January 2007
              Amended: October 2007

            • AA-4.1.3

              To secure CBB approval, the actuary must satisfy the CBB's criteria for Registered Actuary or Signing Actuary, contained in Paragraphs AA-4.2.1 to AA-4.2.12. The actuary of an insurance firm undertaking long-term insurance business, except as provided for under Paragraph AA-4.1.2, must, on an annual basis, undertake an investigation to enable the preparation of the Financial Condition Report (FCR), as specified in Section AA-4.3.

              Amended: April 2014
              Amended: October 2007
              Amended: January 2007

          • Obligation to Appoint an Actuary for General Insurance Business

            • AA-4.1.4

              An insurance firm that carries on general insurance business must commission an actuarial opinion, once every two years, from a Registered Actuary or Signing Actuary. The actuary must satisfy the criteria in Paragraphs AA-4.2.1 to AA-4.2.12.

              Amended: April 2014
              Amended: October 2007

            • AA-4.1.5

              The Board of the insurance firm carrying out long-term insurance business must commission annually an FCR and an insurance firm carrying out general insurance business must commission an FCR once every two years. A copy of this report must be provided to the CBB.

              Amended: April 2014
              Amended: October 2007
              Amended: January 2007

            • AA-4.1.6

              [This Paragraph was deleted in April 2014.]

              Deleted: April 2014
              Amended: October 2007
              Amended: January 2007

            • AA-4.1.7

              [This Paragraph was deleted in April 2014.]

              Deleted: April 2014
              Adopted: January 2007

        • AA-4.2 AA-4.2 Types of Actuaries

          • AA-4.2.1

            For purposes of Chapter AA-4, the CBB recognises two types of actuaries:

            (a) Registered Actuaries as per Article 74 of the CBB Law; and
            (b) Signing Actuaries that are Directors or employees of the insurance firm for which an actuarial report is prepared.
            Added: October 2007

          • AA-4.2.2

            The CBB’s authorisation requirements for Registered Actuaries are contained in Module AU (Authorisation).

            Added: October 2007

          • AA-4.2.3

            A Signing Actuary is a controlled function and is subject to the CBB’s approval, as per Section AU-1.2, as an approved person.

            Added: October 2007

          • AA-4.2.4

            All actuaries authorised or approved by the CBB must hold appropriate professional qualifications from a relevant, recognised professional body.

            Added: October 2007

          • AA-4.2.5

            Fellows (or members of equivalent status) in good standing of the Society of Actuaries (USA), the Institute and Faculty of Actuaries (UK) or the American Academy of Actuaries, or any other similar body with mutually reciprocal licensing arrangements with any of these bodies, will satisfy the requirement in Paragraph AA-4.2.4.

            Added: October 2007

          • CBB Approval Criteria for Registered Actuaries

            • AA-4.2.6

              The Registered Actuary must not be a Director or employee of the insurance firm for which he/she is providing the FCR and must be authorised by the CBB in accordance with Article 74 of the CBB Law, to carry on the business of an actuary within the Kingdom of Bahrain.

              Amended: April 2014
              Amended: October 2007
              Amended: January 2007

            • AA-4.2.2

              The CBB's authorisation requirements for Reporting Actuaries are contained in Module AU (Authorisation).

              Amended: January 2007

            • AA-4.2.7

              The Registered Actuary must be independent of the insurance firm.

              Amended: October 2007

            • AA-4.2.8

              For a Registered Actuary to be considered independent, he, his spouse and dependant children must not be a related party to the insurance firm.

              Amended: January 2007
              Amended: October 2007

            • AA-4.2.9

              For the purpose of this Section, a related party of an insurance firm includes:

              (a) A controller of the insurance firm as defined in Section GR-5.2;
              (b) A close link of the insurance firm as defined in Section GR-6.2;
              (c) An associate of a controller as defined in Paragraph GR-5.2.2;
              (d) The extended family of a controller including a father, mother, father-in-law, mother-in-law, brother, sister, brother-in-law, sister-in-law, or grandparent;
              (e) A corporate entity, whether or not licensed or incorporated in Bahrain, where any of the persons identified in Subparagraphs (c) and (d) is a Director or would be considered a controller were the definition of controller set out in Paragraph GR-5.2.1 applied to that corporate entity; and
              (f) An employee of an insurance firm that is related to the insurance firm submitting the FCR required under this Chapter.
              Amended: April 2014
              Added: October 2007

            • CBB Approval Criteria for Signing Actuary

              • AA-4.2.10

                The Signing Actuary may be a Director or employee of the licensee concerned.

                Added: October 2007

              • AA-4.2.11

                Where the Signing Actuary is a Director or employee of the licensee concerned, he occupies a controlled function, and is subject to CBB approval as per Section AU-1.2.

                Added: October 2007

              • AA-4.2.12

                The Signing Actuary must act independently of the insurance firm in providing the FCR.

                Amended: April 2014
                Added: October 2007

          • Removal or Resignation of a Reporting Actuary

            • AA-4.2.5

              Insurance firms must notify the CBB as soon as it intends to remove its Reporting Actuary, together with an explanation of its decision, or as soon as its Reporting Actuary resigns.

              Amended: January 2007

            • AA-4.2.6

              Insurance firms must ensure that a replacement Reporting Actuary is appointed (subject to CBB approval as per Paragraph AA-4.1.1), as soon as reasonably practicable after a vacancy occurs, but no later than three months.

              Amended: January 2007

            • AA-4.2.7

              If an insurance firm fails to make a fresh appointment of a Reporting Actuary in accordance with the provisions of Paragraph AA-4.2.6, the insurance firm must not — until such an appointment is made — effect any new contract which constitutes long-term business without the written permission of the CBB.

              Amended: January 2007

            • AA-4.2.8

              An actuary who resigns or is otherwise removed from the office of Reporting Actuary must, within 30 days of his resignation or removal, write to the CBB setting out the reasons for his resignation or removal.

              Amended: January 2007

        • AA-4.3 AA-4.3 Content of Financial Condition Report (FCR)

          • AA-4.3.1

            The FCR must provide an objective assessment of the overall financial condition of the insurance firm. The report must also comply with the following conditions:

            (a) The actuary responsible for the FCR must comply with the relevant professional standards;
            (b) Where relevant, the FCR must include:
            (i) A business overview;
            (ii) An assessment of the insurance firm's recent experience and profitability, including as a minimum the experience for the year ending on the valuation date;
            (iii) An assessment of all insurance liabilities outlined under Chapter CA-5;
            (iv) An assessment of the adequacy of past estimates for all insurance liabilities, particularly where there has been a change in assumptions or in the valuation method adopted for previous valuations;
            (v) Where there has been a change in assumptions or in the valuation method from that adopted previously, the effect of those changes on the insurance liabilities and assets arising in respect of those liabilities;
            (vi) An explanation of the assumptions used in the valuation process including, without limitation, assumptions made as to inflation and discount rates, future expense rates and ,where relevant, future investment income;
            (vii) An assessment of the adequacy and appropriateness of data made available to the actuary by the insurance firm;
            (viii) A description of the procedures undertaken by the actuary to assess the reliability of the data provided;
            (ix) The model(s) used by the actuary;
            (x) The approach taken to estimate the variability of the estimate; and
            (xi) The nature and findings of the sensitivity analyses undertaken;
            (c) The establishment of the surplus or deficit on any conventional long-term insurance fund and in the case of a surplus, the amount that is proposed to be transferred to the shareholder fund and available for distribution;
            (d) The establishment of the surplus or deficit, if any, for all participants' funds for Takaful firms. In the case of surplus, the amount available for distribution must be specified;
            (e) For long-term insurance and Family Takaful, include an assessment of asset and liability management, including the insurance firm's investment strategy;
            (f) An assessment of current and future capital adequacy and a discussion of the insurance firm's approach to capital management;
            (g) An assessment of pricing, including adequacy of premiums;
            (h) An assessment of the suitability and adequacy of reinsurance/retakaful arrangements, including documentation of reinsurance/retakaful arrangements and the existence and impact of any limited risk transfer/sharing arrangements;
            (i) Where the implications of the report have an adverse impact on the financial condition of the insurance firm, the report must include recommendations on how to address any shortcomings and eliminate any negative trends; and
            (j) For overseas insurance firms, the report must be prepared for Bahraini operations, but consideration must be given to the financial position of the head office.
            Amended: April 2014
            Amended: October 2007
            Amended: January 2007

          • AA-4.3.1A

            The signing actuary or registered actuary may rely on other expert opinions in order to address those matters required in the FCR that are outside of scope of the actuary's qualifications. Where such outside opinions are sought, these should be clearly identified in the report.

            Added: April 2014

          • AA-4.3.2

            The report required under Article 72(a) of the CBB Law must accompany the Insurance Firm Return (Form IFR) submitted to the CBB and cover the period covered by that return, as required under Paragraph BR-1.1.22.

            Amended: January 2007
            Amended: October 2007

          • AA-4.3.2A

            The CBB may require a FCR on a more frequent basis than the requirement outlined. In addition, the CBB may appoint an actuary as an appointed expert as outlined in Section BR-3.5 to conduct a special purpose review of the insurance firm's operations, risk management, financial affairs or other areas as specified by the CBB.

            Added: April 2014

          • AA-4.3.3

            In accordance with Article 73 of the CBB Law, the evaluation should include:

            (a) A valuation of the liabilities of the insurance firm attributable to its long-term insurance business;
            (b)The establishment of the surplus, if any, on any long-term insurance funds that it is proposed be transferred to shareholders' funds and available for distribution; and
            (c) The establishment of the deficit, if any, on any long-term insurance funds established by the insurance firm.
            Amended: January 2007
            Amended: October 2007

          • AA-4.3.4

            Where the Registered Actuary's or Signing Actuary's investigation establishes a deficit on any fund or part of any fund, the insurance firm concerned must immediately notify the CBB and ensure that remedial action is taken to make good the deficit.

            Amended: January 2007
            Amended: October 2007

          • AA-4.3.5

            Possible remedial action to address the deficit noted in Paragraph AA-4.3.4 may include a transfer to be made from shareholders' funds of sufficient assets to make good the deficit or a reduction in non-guaranteed bonuses.

            Amended: January 2007
            Amended: October 2007

          • AA-4.3.6

            [This Paragraph was deleted in April 2014.]

            Deleted: April 2014
            Amended: October 2007
            Amended: January 2007

          • AA-4.3.7

            [This Paragraph was deleted in April 2014.]

            Deleted: April 2014
            Amended: October 2007
            Amended: January 2007

          • Signing Actuary Criteria

            • AA-4.3.1

              The Signing Actuary may be a Director or employee of the licensee concerned, an independent party, or an employee of a firm providing actuarial consulting services.

              Amended: January 2007

            • AA-4.3.2

              Where the Signing Actuary is a Director or employee of the licensee concerned, he must hold appropriate professional qualifications from a relevant, recognised professional body and is subject to approval by the CBB (ref AU-1.3.1). Where the Signing Actuary is an independent party or employee of a firm providing actuarial consulting services, he or his firm must be registered to carry on the business of an actuary in the Kingdom of Bahrain, in accordance with the requirements of Article 74 of the CBB Law.

              Amended: January 2007

            • AA-4.3.3

              Fellows (or members of equivalent status) in good standing of the Society of Actuaries (USA), the Institute and Faculty of Actuaries (UK) or the American Academy of Actuaries, or any other similar body with mutually reciprocal licensing arrangements with any of these bodies, will satisfy the requirement in Paragraph AA-4.3.2.

          • General Insurance Business

            • AA-4.3.8

              [This Paragraph was deleted in April 2014.]

              Deleted: April 2014
              Amended: October 2007

          • Qualified FCR

            • AA-4.3.9

              While the actuary is not required to check the data on which the report is based, he should disclose any material concerns in respect of data accuracy, integrity and sufficiency in the context of the work undertaken.

              Amended: October 2007

            • AA-4.3.10

              If, for whatever reason, the actuary is unable to give an unqualified report, he must inform the CBB as soon as possible.

              Amended: January 2007
              Amended: October 2007

            • AA-4.3.6

              The Directors of the insurance firm must provide the Signing Actuary with the data and information required for the preparation of the actuarial evaluation and report. The insurance firm must advise the Signing Actuary of all known changes in internal methods or procedures that could materially affect the determination of reserves.

            • AA-4.3.7

              Claims development data provided to the Signing Actuary must be reconciled to the accounting information forming the basis of the statutory accounts.

          • Duties of the Insurance Firm

            • AA-4.3.11

              The Directors of the insurance firm must provide the Registered Actuary or Signing Actuary with the data and information required for the preparation of the FCR. The insurance firm must advise the Registered Actuary or Signing Actuary of all known changes in internal methods or procedures that could materially affect the determination of reserves and financial condition.

              Amended: April 2014
              Added: October 2007

            • AA-4.3.12

              For general insurance business, claims development data provided to the Registered Actuary or Signing Actuary must be reconciled to the accounting information forming the basis of the statutory accounts.

              Added: October 2007

        • AA-4.3A AA-4.3A Role of Actuary in Takaful Firm

          • AA-4.3A.1

            In addition to the requirements under Section AA-4.3, all Family Takaful firms must submit to the CBB an annual FCR and all General Takaful firms must submit an FCR once every two years from their actuary which must comply with the requirements outlined in this Section as well as in other parts of this Chapter in carrying out their actuarial duties.

            Added: April 2014

          • Certification of Wakala Fees

            • AA-4.3A.2

              Takaful firms must ensure their actuary certifies the Wakala fees being charged by the shareholder fund to the participants fund(s). The certified Wakala fee must also be approved by the Shari'a Supervisory Board.

              Added: April 2014

            • AA-4.3A.3

              The actuary must ensure that the contributions charged to the participants, must, at a minimum, cover the claims costs and Wakala fees.

              Added: April 2014

          • Participants' Fund(s) Underwriting Loss

            • AA-4.3A.4

              Where a participants fund(s) incurs an underwriting loss, the Takaful firm actuary must provide an explanation which outlines the reasons for such loss and the remedial steps being taken by the Takaful firm to address any deficit in the participants' fund(s).

              Added: April 2014

          • Distribution of Surplus

            • AA-4.3A.5

              In accordance with Section CA-8.5, any distribution of surplus from a participants' fund(s) must be recommended by the Takaful firm's actuary and must be based on a full valuation of liabilities as certified by the actuary and in line with audited financial statements.

              Added: April 2014

          • Earmarked Assets

            • AA-4.3A.6

              As outlined in Paragraph CA-8.4.4 and Section CA-8.4A, earmarked assets are an integral component of the solvency and liquidity requirements of a Takaful firm. A separate amount of earmarked assets must be allocated for each participants' fund, for each reporting period by estimating:

              (a) The likely impact of adjustments (deductions) of the participants' fund assets as per the admissibility rules (limits) under Chapter CA-4; and
              (b) The liquidity needs of the participants' fund.
              Added: April 2014

            • AA-4.3A.7

              The computed figure of the earmarked assets for each participants' fund are allocated to the insurance business amount of the respective fund to reduce the effect of the admissibility deductions on the participants' funds available capital. As outlined in Chapter CA-4, the insurance business amount is used in the calculation of the participants' fund available capital to meet the solvency requirements.

              Added: April 2014

            • AA-4.3A.8

              Earmarked assets, and in particular cash and those assets converted to cash, are also used to provide the necessary liquidity to the participants' fund(s) as outlined in Section CA-8.4A and are separately allocated to meet the liquidity needs.

              Added: April 2014

            • AA-4.3A.9

              In light of the critical role of earmarked assets in assessing solvency and addressing any liquidity shortfall in a Takaful firm, the actuary must carry out quarterly, or more frequently as required, appraisals of the solvency and liquidity status of the participants' fund(s). The actuary must determine and document the level at which the reassessment of earmarked assets is triggered.

              Added: April 2014

            • AA-4.3A.10

              The actuary's appraisals required under Paragraph AA-4.3A.9 are required to determine the impact of the admissibility deductions and liquidity needs in case of a cash deficit and to ensure that the Takaful firm maintains a sufficient level of earmarked assets to meet any solvency or liquidity requirements.

              Added: April 2014

            • AA-4.3A.11

              As a follow up to the required appraisals of solvency and liquidity requirements outlined under Paragraph AA-4.3A.9, the actuary must determine if the level of earmarked assets meets the solvency and liquidity requirements and recommend to the Takaful firm any increase needed to the earmarked assets to comply with these requirements. The actuary's recommendation must also be approved by the Takaful firm's board of directors.

              Added: April 2014

        • AA-4.4 AA-4.4 Removal or Resignation of an Actuary

          • AA-4.4.1

            An insurance firm must notify the CBB as soon as it intends to remove its actuary, together with an explanation of its decision, or as soon as its actuary resigns.

            Added: October 2007

          • AA-4.4.2

            Insurance firms must ensure that a replacement actuary is appointed (subject to CBB approval as per Paragraph AA-4.1.1), as soon as reasonably practicable after a vacancy occurs, but no later than three months.

            Added: October 2007

          • AA-4.4.3

            If an insurance firm fails to make a fresh appointment of an actuary in accordance with the provisions of Paragraph AA-4.4.2, the insurance firm must not – until such an appointment is made – effect any new contract which constitutes long-term insurance business without the written permission of the CBB.

            Added: October 2007

          • AA-4.4.4

            An actuary who resigns or is otherwise removed from the office of actuary must, within 30 days of his resignation or removal, write to the CBB setting out the reasons for his resignation or removal.

            Added: October 2007

    • GR GR General Requirements

      • GR-A GR-A Introduction

        • GR-A.1 GR-A.1 Purpose

          • Executive Summary

            • GR-A.1.1

              The General Requirements Module presents a variety of different requirements that are not extensive enough to warrant their own stand-alone Module, but for the most part are of general applicability. These include requirements on books and records; on the use of corporate and trade names; and on controllers and close links. Each set of requirements is contained in its own Chapter: a table listing these and their application to licensees is given in Chapter GR-B.

          • Legal Basis

            • GR-A.1.2

              This Module contains the Central Bank of Bahrain's ('CBB') Directive (as amended from time to time) regarding general requirements applicable to insurance licensees, 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'). This Module contains the requirements governing control in insurance licensees under Resolution No (27) of 2015. Requirements regarding transfer of business (see Chapter GR-4) are also included in this Module in line with Resolution No (15) of 2009. It also contains the minimum qualifications and fit and proper requirements for appointed representatives issued in 2009 under Resolution 11 in accordance with Article 74 of the CBB Law.

              Amended: October 2015
              Amended: January 2011
              Amended: October 2009
              Added: January 2007

            • GR-A.1.3

              For an explanation of the CBB’s rule-making powers and different regulatory instruments, see Section UG-1.1.

              Added: January 2007

        • GR-A.2 GR-A.2 Module History

          • GR-A.2.1

            This Module was first issued in April 2005 by the BMA together with the rest of Volume 3 (Insurance). 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.

            Amended: January 2007

          • GR-A.2.2

            When the CBB replaced the BMA in September 2006, the provisions of this Module remained in force. Volume 3 was updated in January 2007 to reflect the switch to the CBB; however, new calendar quarter dates were only issued where the update necessitated changes to actual requirements.

            Added: January 2007

          • GR-A.2.3

            A list of recent changes made to this Module is detailed in the table below:

            Module Ref.Change DateDescription of Changes
            GR-B.101/07/05Clarified that GR-7 also applies to insurance brokers.
            GR-7.101/07/05Corrected that cash deposit requirements also apply to insurance brokers and simplified the calculation of cash deposit required for insurance firms.
            GR-1.201/10/05Clarified that transaction records must be maintained in Bahrain.
            GR-4.401/10/05Corrected cross-reference.
            GR-6.101/10/05Corrected references to Forms.
            GR-10.101/10/05Clarified when evidence of professional indemnity coverage is to be provided and corrected cross-reference.
            GR-7.101/01/06Clarified that insurance licensees originally licensed as exempt companies can opt to have their cash deposit maintained with the CBB.
            GR-7.1.201/04/06Clarified that the requirement to maintain a cash deposit does not apply to insurance firms that are in run-off and whose license is restricted from entering into new contracts of insurance.
            GR-10.1.701/04/06Clarified the meaning of the clause required dealing with an automatic extended reporting period.
            GR-A.1.201/2007New Rule introduced, categorising this Module as a Directive.
            GR-B.1.101/2007Clarified that Chapters GR-4 and GR-8 apply to all insurance licensees.
            GR-1.101/2007Rule amended and Guidance added with respect to translation and archiving of books and records.
            GR-2.1.101/2007Clarified the vetting of names for subsidiaries.
            GR-401/2007This Chapter applies to all insurance licensees and was amended to be aligned with the requirements of the CBB Law.
            GR-5.101/2007Minor changes to align controller requirements with the CBB Law.
            GR-5.201/2007Clarification of definition of controller.
            GR-5.301/2007Clarification of criteria for assessing suitability of controllers.
            GR-5.401/2007Alignment of procedures for approving controllers with CBB Law.
            GR-7.1.101/2007Reference to CBB Law on requirement for a cash deposit..
            GR-7.1.301/2007Paragraph deleted as now redundant since captive insurers are exempted from a cash deposit requirement as per GR-7.1.2.
            GR-7.2.101/2007Rule deleted.
            GR-801/2007This Chapter applies to all insurance licensees and was amended to be aligned with the requirements of the CBB Law.
            GR-10.1.1301/2007Clarified the format of the notice related to the professional indemnity coverage.
            GR-1.2.1 and 1.2.510/2007Clarified the record retention period for customer and transaction records in line with Article 60 of the CBB Law.
            GR-10.1.1A04/2008Added Guidance concerning limitations on indemnification coverage.
            GR-3.104/2009Clarified the rules governing the request for CBB no-objection on any dividend proposed.
            GR-A.1.210/2009Added the legal requirements as per Article 74 of the CBB Law.
            GR-5.4.210/2009Guidance amended to be consistent with wording under Article 53(a) of the CBB Law.
            GR-910/2009Incorporated the requirements of Resolution 11 as per Article 74 of the CBB Law.
            GR-A.1.201/2011Clarified legal basis
            GR-5.310/2011Amended to be in line with other Volumes of the CBB Rulebook and to reflect the issuance of Resolution No.(43) of 2011.
            GR-8.110/2011Clarified language on cessation of business to be in line with other Volumes of the CBB Rulebook.
            GR-B.1.104/2012Amended to reflect the deletion of certain Paragraphs in Section GR-1.2.
            GR-1.204/2012Amendments made to reflect the issuance of Module CL (Client Money).
            GR-6.104/2012Clarified that the reporting requirements for close links are only applicable to insurance firms and insurance brokers.
            GR-2.210/2014New Section added regarding publication of documents by the licensee.
            GR-A.1.2, GR-B.1.2 and GR-510/2015Updated to reflect issuance of Resolution No. (27) of 2015 governing control in insurance licensees.
            GR-7.107/2016Amended requirements for cash deposit.
            GR-8.1.1410/2016Added additional requirements for cessation of business to be in line with all Volumes.
            GR-5.1.501/2017Consistency of notification timeline rule on controllers with other Volumes of the CBB Rulebook.
            GR-1.2.507/2017Amended paragraph according to the Legislative Decree No. (28) of 2002.
            GR-1.2.607/2017Deleted paragraph.
            GR-3.1.1A10/2017Added additional requirement to submit when requesting no-objection letter for proposed dividend.
            GR-1.1.210/2018Amended Paragraph to be consistent with other Volumes.
            GR-5.1.1A04/2019Added a new Paragraph on exposure to controllers.
            GR-5.1.1B04/2019Added a new Paragraph on exposure to controllers.
            GR-1.2.501/2020Amended Paragraph.
            GR-8.1.1404/2020Amended Paragraph.
            GR-9.1.1304/2020Amended Paragraph.
            GR-2.1.101/2022Amended Paragraph on licensee legal and corporate name.
            GR-2.1.301/2022Amended Paragraph on licensee change in legal name.
            GR-907/2023Amended Chapter with new revised appointed representatives requirements.
            GR-301/2024Amended Chapter on Dividends and Profit Repatriation.

          • GR-A.2.3

            This Module supersedes various articles contained in Ministerial Order No. 6 of 1990 regarding the issue of regulations for implementing legislative decree No. 17 of 1987 with respect to insurance companies and organisations. The specific articles in the Ministerial Order that have been cancelled by this Module are listed below:

            Order No. 6 Article Ref. Module Ref. Subject
            16, 29 GR-1 Books and Records
            20 GR-4 Portfolio Transfers
            12–15 GR-7 Statutory Deposits
            20 GR-8 Suspension of business
                 

          • GR-A.2.4

            Guidance on the implementation and transition to Volume 3 (Insurance) is given in Module ES (Executive Summary).

            Amended: January 2007

      • GR-B GR-B Scope of Application

        • GR-B.1 GR-B.1 Insurance Licensees

          • GR-B.1.1

            The requirements in Module GR (General Requirements) apply to insurance licensees, as follows:

            Chapter Application to license categories Application to activities of overseas insurance licensees
            GR-1 Applies to all insurance licensees; but GR-1.2.9 to GR-1.2.12 apply to insurance brokers only. Applies to Bahrain branch business only.
            GR-2 Applies to all insurance licensees. Applies to Bahrain branch business only.
            GR-3 Applies to Bahraini insurance licensees except captives, who are exempted. Exempted.
            GR-4 Applies to all insurance licensees; conditional exemptions for captives and reinsurers apply (cf. GR-4.2.2 and GR-4.4.4). Applies to Bahrain branch business only.
            GR-5 GR-5.1 to GR-5.4 apply to the whole firm. Only GR-5.5 applies.
            GR-6 Applies to all insurance licensees. Applies to the whole corporate entity.
            GR-7 Applies to insurance firms and insurance brokers. Applies to Bahrain branch business only.
            GR-8 Applies to all insurance licensees; captives may seek exemption from GR-8.1.5 and GR-8.1.6. Applies to Bahrain branch business only.
            GR-9 Applies to insurance firms only. Applies to Bahrain branch business only.
            GR-10 Applies to insurance brokers and insurance consultants only. Applies to Bahrain branch business only.
            Amended: October 2015
            Amended: April 2012
            Amended: October 2007
            Amended: January 2007

      • GR-1 GR-1 Books and Records

        • GR-1.1 GR-1.1 General Requirements

          • GR-1.1.1

            The requirements in Chapter GR-1 apply in full to Bahraini insurance licensees. The requirements in Chapter GR-1 also apply to overseas insurance licensees, but only with respect to the business booked in their branch in Bahrain and the records of that branch.

          • GR-1.1.2

            All insurance licensees must maintain books and records (whether in electronic or hard copy form) sufficient to produce financial statements and show a complete record of the business undertaken by a licensee, including records sufficient to verify the identity of customers. These records must be retained for at least 10 years according to Article 60 of the CBB Law.

            Amended: October 2018
            Amended: January 2007

          • GR-1.1.3

            For those insurance firms granted grandfathering provisions as per Paragraph AU-1.1.15, separate books and records must be maintained in respect of both general and long-term insurance business. The transactions relating to each kind of business must be maintained separately. The insurance firm must maintain such accounting and other records as necessary to identify all assets and liabilities in respect of each kind of business.

            Amended: January 2007

          • GR-1.1.4

            Unless otherwise agreed to with the CBB in writing, records must be kept in either English or Arabic. Any records kept in other languages must be accompanied by a certified English or Arabic translation. Records must be kept current. The records must be sufficient to allow an audit of the licensee's business or an on-site examination of the licensee by the CBB.

            Amended: January 2007

          • GR-1.1.4A

            Translations produced in compliance with Rule GR-1.1.4 may be undertaken in-house, by an employee or contractor of the licensee, providing they are certified by an appropriate officer of the licensee.

            Added: January 2007

          • GR-1.1.5

            For captive insurers, the maintenance of books and records may be carried out by an insurance manager. Should this be the case, the captive insurer must ensure that the CBB has access to these records at any time. In addition, these records must be sufficient to allow an audit or an on-site examination by the CBB of the captive insurer.

            Amended: January 2007

          • GR-1.1.6

            Records must be accessible at any time from within the Kingdom of Bahrain, or as otherwise agreed with the CBB in writing.

            Amended: January 2007

          • GR-1.1.7

            Where older records have been archived, or in the case of records relating to overseas branches of Bahraini insurance licensees, the CBB may accept that records be accessible within a reasonably short time frame (e.g. within 5 business days), instead of immediately. The CBB may also agree similar arrangements for overseas insurance licensees, as well as Bahraini insurance licensees, where elements of record retention and management have been centralised in another group company, whether inside or outside of Bahrain.

            Added: January 2007

        • GR-1.2 GR-1.2 Customer and Transaction Records

          • Customer Records

            • GR-1.2.1

              Insurance licensees must keep records with respect to all customer relationships that remain active or potentially active. These records must be in hard copy or in original form, and retained for at least ten years after a customer relationship has terminated.

              Amended: October 2007

            • GR-1.2.2

              Customer records include original account opening and due diligence documentation including identification information, sufficient to confirm compliance with all statutory and regulatory Know Your Customer requirements (see Module FC).

            • GR-1.2.3

              The requirement in Paragraph GR-1.2.1 applies to all customer facilities booked in Bahrain by the licensee or where a customer relationship is administered from Bahrain. Licensees may not use record-keeping systems outside Bahrain for customer business booked in Bahrain, except for back-up purposes only.

            • GR-1.2.4

              For captive insurance, where the customers are limited to related companies, the due diligence requirement does not apply.

              Amended: January 2007

          • Transaction Records

            • GR-1.2.5

              Insurance licensees must keep completed transaction records for as long as they are relevant for the purposes for which they were made (with a minimum period in all cases of five years from the date when the transaction was completed) – see Module Section FC-7.1). Records of completed transactions must be kept whether in hard copy or electronic format as per the Legislative Decree No. (54) of 2018 with respect to Electronic Transactions “The Electronic Communications and Transactions Law”and its amendments.

              Amended: January 2020
              Amended: July 2017
              Amended: October 2007
              Amended: January 2007

            • GR-1.2.6

              [This Paragraph has been deleted in July 2017].

              Deleted: July 2017

            • GR-1.2.7

              In the case of Bahraini insurance licensees, the requirement in Paragraph GR-1.2.5 applies only to transactions relating to business booked in Bahrain by the licensee. It does not relate to transactions relating to business booked in overseas branches or subsidiaries of the licensee.

              Amended: January 2007

            • GR-1.2.8

              In the case of overseas insurance licensees, all the requirements of Chapter GR-1 are limited to the business booked in their branch in Bahrain and the records of that branch (see GR-1.1.1).

          • Keeping of Separate Client Accounts

            • GR-1.2.9

              An insurance broker must, in connection with any premiums received in the course of its business, establish and maintain separate client accounts separate from those used for its own funds.

            • GR-1.2.9A

              Specific Rules and guidance dealing with the holding of client money are contained in Module CL (Client Money).

              Added: April 2012

            • GR-1.2.10

              An insurance broker must not make withdrawals from its client accounts for any purposes other than those of the client.

            • GR-1.2.11

              Payment of premiums to insurance firms, or commissions (brokerage) to the insurance broker's own accounts shall not be effected until the premiums to which these payments relate have been duly received from that client and credited to the client account.

            • GR-1.2.12

              In respect of premiums booked in Bahrain, in relation to residents and non-residents of Bahrain, these accounts are to be maintained with a retail bank licensed to operate in the Kingdom of Bahrain.

              Amended: January 2007

            • GR-1.2.13

              [This Paragraph was deleted in April 2012].

              Deleted: April 2012

            • GR-1.2.14

              [This Paragraph was deleted in April 2012 and new guidance is now contained in Paragraph CL-1.1.9].

              Deleted: April 2012

            • GR-1.2.15

              [This Paragraph was deleted in April 2012 and new guidance is now contained in Paragraph CL-1.1.10].

              Deleted: April 2012

            • GR-1.2.16

              [This Paragraph was deleted in April 2012].

              Deleted: April 2012

        • GR-1.3 GR-1.3 Other Records

          • GR-1.3.1

            Insurance licensees must maintain the following records in original form or in hard copy at their premises in Bahrain:

            (a) Internal policies, procedures and operating manuals;
            (b) Corporate records, including minutes of shareholders', Directors' and management meetings;
            (c) Accounts, books, files and other records that adequately record all the business affairs of the insurance licensee, and any other records that substantiate the value of the assets, liabilities and off-balance sheet activities of the licensee;
            (d) Correspondence with the CBB and records relevant to monitoring compliance with CBB requirements;
            (e) Reports prepared by the insurance licensee's internal and external auditors; and
            (f) Employee training manuals and records.
            Amended: January 2007

          • GR-1.3.2

            In the case of Bahraini insurance licensees, these requirements apply to the licensee as a whole, including any overseas branches. In the case of overseas insurance licensees, all the requirements of Chapter GR-1 are limited to the business booked in their branch in Bahrain and the records of that branch (see GR-1.1.1). Overseas insurance licensees are thus not required to hold copies of shareholders' and Directors' meetings, except where relevant to the branch's operations.

            Amended: January 2007

      • GR-2 GR-2 Corporate and Trade Names

        • GR-2.1 GR-2.1 Vetting of Names

          • GR-2.1.1

            Insurance licensees must obtain CBB’s prior written approval for any change in their legal name. Licensees must notify the CBB of any change in their corporate name at least one week prior to effecting the proposed change.

            Amended: January 2022
            Amended: January 2007

          • GR-2.1.2

            GR-2.1.1 applies to overseas insurance licensees only with respect to their Bahrain branch.

            Amended: January 2007

          • GR-2.1.3

            In approving a change in a legal name, the CBB seeks to ensure that it is sufficiently distinct as to reduce possible confusion with other unconnected businesses, particularly those operating in the financial services sector. The CBB also seeks to ensure that names used by unregulated subsidiaries do not suggest those subsidiaries are in fact regulated.

            Amended: January 2022
            Amended: January 2007

        • GR-2.2 GR-2.2 Publication of Documents by the Licensee

          • GR-2.2.1

            Any written communication, including stationery, business cards or other business documentation published by the licensee, or used by its employees (agents, representatives, financial advisers or introducers) must include a statement that the licensee is regulated by the Central Bank of Bahrain, the type and category of license and the legal status. Additionally, written communication (stationery) should state the authorised and paid up capital of the licensee. All licensees should comply with this requirement by 31st December 2014 at the latest.

            Added: October 2014

      • GR-3 GR-3 Dividends

        • GR-3.1 GR-3.1 CBB Approval on Dividends

          • GR-3.1.1

            Bahraini insurance licensees, other than captive insurers, must obtain CBB’s prior approval for any proposed cash or stock dividend before any public announcements or the Annual General Meeting.

            Amended: January 2024
            Amended: January 2007
            Amended: April 2009

          • GR-3.1.1A

            When submitting a request for CBB’s approval for proposed dividend, the request made by the insurance licensee must:

            (a) Be made at a minimum 3 working days before the proposed announcement;
            (b) Include a copy of the draft audited or reviewed financial statements for the year to which the request for the proposed dividend pertains to;
            (c) Include the intended percentage and amount of proposed dividends;

            (d) The impact of proposed dividends on:

            (i) The capital adequacy and solvency margin requirements as outlined in Module CA (Capital Adequacy) of Volume 3 CBB Rulebook before and after the proposed dividends;
            (ii) The cash flow position and shareholders’ equity level before and after the proposed dividends;
            (iii) Stress testing results evidencing that the proposed dividends would not lead to any breach of the capital adequacy and solvency margin requirements as outlined in Module CA (Capital Adequacy) of Volume 3 CBB Rulebook in the last financial year and the next two years under normal and stressed scenarios;
            (e) Satisfy the CBB of the adequacy of impairment provisions during the review of the annual/interim financial statements;
            (f) Ensure that any unrealised gains arising from assets or liabilities fair value assessment are excluded from net income in the determination of the proposed dividends, given that CBB does not permit distribution of unrealised profit;
            (g) Ensure that the amount of realised profits included in the retained earnings as at the year-end is sufficient to cover the proposed dividend amount; and
            (h) Ensure that any negative fair value on assets held at amortised cost do not have any material adverse impact on the capital and liquidity positions where such assets may need to be liquidated before maturity to satisfy any financial obligations, including Claims Payments.
            Amended: January 2024
            Amended: October 2017
            Added: April 2009

          • GR-3.1.1B

            To comply with the requirements of Subparagraph GR-3.1.1A (d)(i), the insurance licensee should complete and submit to the CBB the relevant sections of the Insurance Firm Return (Form IFR) or Insurance Brokers Return (IBR) pertaining to the capital adequacy and solvency margin requirements.

            Amended: January 2024
            Added: April 2009

          • GR-3.1.2

            [This Paragraph has been deleted in January 2024].

            Amended: January 2024
            Amended: January 2007
            Amended: April 2009

          • GR-3.1.3

            [This Paragraph has been deleted in January 2024].

            Amended: January 2024
            Amended: January 2007
            Amended: April 2009

        • GR-3.2 Repatriation of Profits by Overseas Insurance Licensees

          • GR-3.2.1

            Overseas insurance licensee must comply with the following when repatriating of profits to Head Office:

            (a) The Required Solvency Margin and minimum fund, as defined in Chapter CA-2;
            (b) Satisfy the CBB of the adequacy of impairment provisions during the CBB’s review of the annual financial statements;
            (c) Ensure that any unrealised gains arising from assets or liabilities fair value assessment are excluded from net income in the determination of the repatriation;
            (d) Ensure that the amount of realised profits included in the retained earnings (unremitted profits due to head office) as at the year-end is sufficient to cover the proposed profit repatriation amount; and
            (e) Ensure that any negative fair value on assets held at amortised cost do not have any material adverse impact on the capital and liquidity positions where such assets may need to be liquidated before maturity to satisfy any financial obligations, including Claims Payments.
            Added: January 2024

      • GR-4 GR-4 Business Transfers

        • GR-4.1 GR-4.1 CBB Approval

          • GR-4.1.1

            In accordance with Article 66 of the CBB Law, an insurance licensee must seek prior written approval from the CBB before transferring any of its business to a third party.

            Amended: January 2007

          • GR-4.1.2

            Rule GR-4.1.1 is intended to apply to circumstances where an insurance licensee wishes to transfer all or part of its business to a third party. A business transfer is not the same as an insurance firm ceding (reinsuring) some or all of its policyholder liabilities to a reinsurer. Reinsurance creates an additional set of rights and obligations between the insurance firm and the reinsurer but does not change the insurance firm's obligations to its policyholders nor does it create any direct obligations (to each other) between the insurance firm's policyholders and the insurance firm's reinsurer.

            Added: January 2007

          • GR-4.1.3

            In the case of a Bahraini insurance licensee, Chapter GR-4 applies both to business booked in Bahrain and in the licensee’s overseas branches. In the case of an overseas insurance licensee, Chapter GR-4 applies only to business booked in the firm's Bahrain branch.

            Amended: January 2007

          • GR-4.1.4

            In all cases, CBB approval to transfer business will only be given where:

            (a) The transfer of business will not damage or otherwise prejudice the legitimate interests of the licensee’s customers;
            (b) The transferee is duly licensed to undertake the business which it is to receive; and
            (c) The CBB is satisfied that the transfer will not breach any applicable Laws and regulations, and would not create any supervisory concerns.
            Added: January 2007
            Amended: October 2007

          • GR-4.1.5

            For purposes of Paragraph GR-4.1.1, a business transfer refers to a transfer of all the rights and obligations of one insurance licensee to another insurance licensee, so that the policyholders and reinsurers continue to be subject to the same terms and conditions as those originally agreed. Business transfers may enable licensees that have ceased writing certain lines of business to manage their affairs more effectively and be beneficial both to the insurance licensee and the policyholders, particularly if the insurance licensee that is assuming the business is financially stronger than the insurance licensee transferring the business.

            Amended: January 2007

          • GR-4.1.4

            A portfolio transfer is not the same as an insurance firm ceding (reinsuring) some or all of its policyholder liabilities to a reinsurer. Reinsurance creates an additional set of rights and obligations between the insurance firm and the reinsurer but does not change the insurance firm's obligations to its policyholders nor does it create any direct obligations (to each other) between the insurance firm's policyholders and the insurance firm's reinsurer.

          • GR-4.1.5

            Where the proposed transfer involves a transfer of obligations under contracts of insurance in respect of risks situated inside the Kingdom of Bahrain, the transferee must be licensed to carry on insurance business in Bahrain.

          • GR-4.1.6

            In assessing the criteria outlined in Paragraph GR-4.1.4, the CBB will, amongst other factors, take into account the financial strength of the transferee; its capacity to manage the business being transferred; its track record in complying with applicable regulatory requirements; and (where applicable) its track record in treating customers fairly. The CBB will also take into account the impact of the transfer on the transferor, and any consequences this may have for the transferor’s remaining customers.

            Amended: January 2007

        • GR-4.2 GR-4.2 Procedure with Respect to Applications

          • GR-4.2.1

            Insurance licensees seeking to obtain the CBB’s permission to transfer business must apply to the CBB in writing, in the form of a covering letter, together with supporting attachments. Unless otherwise directed by the CBB, the application must provide:

            (a) Full details of the business to be transferred including a detailed list of all liabilities that will be transferred, including the name of the individual policyholder, where applicable, related outstanding liabilities and the jurisdiction where the insurance risk is situated;
            (b) The rationale for the proposed transfer;
            (c) If applicable, an assessment of the impact of the transfer on any customers directly affected by the transfer, and any mitigating factors or measures;
            (d) If applicable, an assessment of the impact of the transfer on the transferor’s remaining business and customers, and any mitigating factors or measures; and
            (e) Evidence that the proposed transfer has been duly authorised by the transferor (such as a certified copy of a Board resolution approving the transfer).
            Amended: January 2007

          • GR-4.2.2

            Subject to the CBB's review, the requirements of Paragraph GR-4.2.1 do not apply to the transfer of the portfolio from a captive insurer or to a business transfer entirely comprising reinsurance business, where all of the policyholders affected by the transfer have given their consent.

            Amended: January 2007

          • GR-4.2.3

            Insurance licensees intending to apply for a transfer of business are advised to contact the CBB at the earliest possible opportunity, in order that the CBB may determine the nature and level of documentation to be provided and the need for actuarial or other expert opinion to be provided to support the application. Transfers of long-term business will in all cases require an actuarial evaluation to be provided to the CBB. An affected policyholder is a policyholder whose policy is included in the transfer, or his policy is with the transferor and the CBB has ruled, after consulting the transferor, that the policyholder's rights and obligations under the policy will or may be materially affected by the transfer.

            Amended: January 2007

          • GR-4.2.4

            The CBB will consider an application under Paragraph GR-4.1.1 if it is satisfied that:

            (a) Any objections received to the application to transfer the business following its publication in the Official Gazette and in two daily newspapers in the Kingdom of Bahrain (one in Arabic and one in English) as required under Article 66(b) have been reviewed and resolved by the CBB;
            (b) Except in so far as the CBB has otherwise directed, a copy of the notice that has been sent to every affected policyholder and every other person who claims an interest in a policy included in the proposed transfer (and has given written notice of his claim to the transferor);
            (c) Copies of a statement setting out particulars of the transfer, approved by the CBB, have been available for inspection at one or more places in Bahrain for at least 30 days, from the date of publication of the notice specified in GR-4.2.4(a); and
            (d) Where the proposed transfer includes any contract of direct insurance and the risk is situated in a jurisdiction other than Bahrain, a statement setting out particulars of the transfer, approved by the CBB, has been available for inspection at one or more places in that jurisdiction for at least 30 days, starting with the date of publication of the notice specified in sub- Paragraph GR-4.2.4 (a).
            Added: January 2007

          • GR-4.2.5

            The CBB notice referred to in Paragraph GR-4.2.4 (a) will include a statement that written representations concerning the transfer may be sent to the CBB within three months from the date of publication. The notice shall specify the period during which the policyholder may exercise any right to cancel the policy. The CBB will not decide on the application until after considering any representations made to the CBB within the prescribed time period. In all cases, the costs of publication of this notice must be met by the transferor.

            Amended: January 2007

          • GR-4.2.6

            Where the risk is situated in a jurisdiction other than Bahrain, the law of the jurisdiction in which the risk is situated shall determine whether the policyholder has a right to cancel the policy, and the conditions applicable to any such right.

            Added: January 2007

          • GR-4.2.7

            The CBB reserves the right to impose additional requirements if, in the opinion of the CBB, additional requirements are necessary to protect policyholder interests. In all cases where requirements are imposed, the CBB shall state the reasons for doing so.

            Amended: January 2007

        • GR-4.3 GR-4.3 Determination of Applications

          • GR-4.3.1

            The CBB will not approve the transfer, under the terms of Paragraph GR-4.2.1, unless it is satisfied that:

            (a) The transferee is authorised to carry on regulated insurance services in Bahrain or (where relevant) is authorised or otherwise permitted to carry on regulated insurance services in the jurisdiction where any overseas risks are situated;
            (b) Every policy included in the transfer evidences a contract which was entered into before the date of the application;
            (c) The transferee possesses the necessary margin of solvency, required by the regulatory authorities to which he is subject to, after taking the proposed transfer into account;
            (d) Where policies are being transferred from an overseas branch of the insurance licensee, or the transferee is an overseas insurance licensee, the relevant overseas regulatory authority has been consulted about the proposed transfer, the law of that jurisdiction provides for the possibility of such a transfer, and the relevant supervisory authority in that jurisdiction has agreed to the transfer; and
            (e) There are no material adverse consequences from the transfer on the transferee or the security of policyholders.
            Amended: January 2007

        • GR-4.4 GR-4.4 CBB Decision

          • GR-4.4.1

            In accordance with Article 67 (d), the CBB’s decision regarding the application for transfer made under Section GR-4.3, will be published as a notice in the Official Gazette and in two local news papers (one in Arabic and one in English). If the liabilities are located in a jurisdiction outside Bahrain, the CBB may also publish such notice in the jurisdiction in which the risk is situated. In all cases, the costs of publication of this notice must be met by the transferor.

            Amended: January 2007

          • GR-4.4.2

            [This Paragraph was deleted in January 2007].

            Amended: January 2007

          • GR-4.4.3

            [This Paragraph was moved to Section GR-4.2 in January 2007].

            Amended: January 2007

          • GR-4.4.4

            The requirement in Paragraph GR-4.4.1 does not have to be met in respect of a transfer of business where the transferor is a Category C1 captive insurance firm.

          • GR-4.4.5

            Article 67(e) notes that where the application for business transfer has been turned down by the CBB or includes restrictions, the applicant may appeal to a competent court within 30 calendar days from the date of publication referred to in Paragraph GR-4.4.1.

            Added: January 2007

      • GR-5 GR-5 Controllers

        • GR-5.1 GR-5.1 Key Provisions for Bahraini Insurance Licensees

          • GR-5.1.1

            Bahraini insurance licensees must obtain prior approval from the CBB for any of the following changes to their controllers (as defined in Section GR-5.2):

            (a) A new controller;
            (b) An existing controller increasing its holding from 10% to 20%;
            (c) An existing controller increasing its holding from below 20% to 30%;
            (d) An existing controller increasing its holding from below 30% to 40%;
            (e) An existing controller increasing its holding to above 40% for licensees not listed on any exchange in Bahrain or abroad; and
            (f) An existing controller reducing its holding to below 10%.
            Amended: October 2015
            Amended: January 2007

          • GR-5.1.1A

            Licensees must not incur or otherwise have an exposure (either directly or indirectly) to their controllers, including subsidiaries and associated companies of such controllers.

            Added: April 2019

          • GR-5.1.1B

            For the purpose of Paragraph GR-5.1.1A, licensees that already have an exposure to controllers must have an action plan agreed with the CBB's supervisory point of contact to address such exposures within a timeline agreed with the CBB.

            Added: April 2019

          • GR-5.1.2

            Articles 52 to 56 of the CBB Law require notification to the CBB of all controllers of licensees and of listed companies; it further gives the CBB the right to refuse approval of controllers if deemed damaging to the interests of the market, customers, or in contravention of the criteria set by the CBB.

            Amended: January 2007
            Amended: October 2007

          • GR-5.1.3

            [This Paragraph was deleted in October 2015.]

            Deleted: October 2015
            Amended: January 2007

          • GR-5.1.4

            Requests for approval under Paragraph GR-5.1.1 must be made by submitting a duly completed Form 2 (Application for Authorisation of Controller) to the CBB.

            Amended: October 2015
            Amended: January 2007

          • GR-5.1.4A

            Where the direct controller of a Bahraini insurance licensee is not the ultimate parent undertaking of the licensee, the CBB will require that Form 2 be completed by the ultimate parent undertaking and that the details be provided of the structure of the group, clearly detailing the relationship between the licensee and the ultimate parent undertaking (e.g. by providing an organisational structure of the group).

            Added: October 2015

          • GR-5.1.4B

            Bahraini insurance licensees must immediately notify the CBB in case of any material change to the information provided in a Form 2 submitted for a controller.

            Added: October 2015

          • GR-5.1.4C

            Where a controller is a legal person, any change in its shareholding must be notified to the CBB as the earlier of:

            (a) When the change takes effect; and
            (b) When the controller becomes aware of the proposed change.
            Added: October 2015

          • GR-5.1.5

            If, as a result of circumstances outside the Bahraini insurance licensee's knowledge and/or control, one of the changes specified in Paragraph GR-5.1.1 is triggered prior to CBB approval being sought or obtained, the insurance licensee must notify the CBB no later than 15 calendar days from the date on which those changes have occurred.

            Amended: January 2017
            Amended: October 2015
            Amended: January 2007

          • GR-5.1.5A

            For approval under Rule GR-5.1.1 to be granted, the applicant must satisfy the CBB that the proposed change in controller poses no undue risks to the licensee or its customers, and is not damaging to the interests of the market, as defined in the suitability criteria for controllers, contained under Section GR-5.3.

            Added: October 2015

          • GR-5.1.6

            An approval of controller is valid for the period specified in the approval letter issued by the CBB. The CBB may impose any restrictions that it considers necessary to be observed when granting its approval.

            Amended: January 2007

          • GR-5.1.7

            Bahraini insurance licensees must submit, within 3 months of their financial year-end, a report on their controllers. This report must identify all controllers of the licensee, as defined in Section GR-5.2. This report is included as part of the CBB annual reporting requirements in Forms IFR or IBR (depending on the type of license issued).

            Amended: October 2015
            Amended: January 2007

        • GR-5.2 GR-5.2 Definition of Controller of a Bahraini Insurance Licensee

          • GR-5.2.1

            A controller of a Bahraini insurance licensee is a natural or legal person who, either alone or with his associates:

            (a) Holds 10% or more of the issued and paid up capital in the licensee or parent undertaking; or
            (b) Is able to exercise more than 10% of the voting power over the licensee or the parent undertaking.
            Amended: October 2015
            Amended: January 2007

          • GR-5.2.2

            For the purposes of Paragraph GR-5.2.1, 'associate' includes:

            (a) In the case of natural persons, a member of the controller's family;
            (b) An undertaking of which controller is a Director;
            (c) A person who is an employee or partner of a controller;
            (d) If the controller is a legal person, a Director of the controller, a subsidiary of the controller, or a Director of any subsidiary of the controller.
            (e) Any other person or undertaking with which the controller has entered into an agreement or arrangement as to the acquisition, holding or disposal of shares or other interests in the insurance licensee, or under which they undertake to act together in exercising their voting power in relation to the insurance licensee.
            Amended: October 2015
            Amended: January 2007
            Amended: October 2007

          • GR-5.2.3

            In addition to the provisions of this Chapter, listed companies and their controllers shall be bound by the CBB's regulatory requirements for capital markets stipulated in the CBB's Rulebook related to changes in the ownership of shares in listed companies. For overseas insurance licensees, Section GR-5.5 shall apply.

            Amended: October 2015
            Amended: January 2007

          • GR-5.2.4

            For the avoidance of doubt, the management company of a captive insurer is not automatically a controller of the firm.

            Amended: January 2007

          • GR-5.2.5

            The restrictions set forth in this Chapter shall apply to any changes in the legality of the shares' ownership of the controllers in the licensees, or to the voting powers the controllers are entitled to in the licensees. Failure to comply with such restrictions shall result in the imposition of penalties as indicated in Module EN (Enforcement) of the CBB Rulebook. The imposition of such penalties shall not affect the CBB's right to impose other penalties and to take any other administrative measures against the controller in accordance with the provisions of the Law including preventing the controller from exercising his voting right or transferring of shares.

            Added: October 2015

        • GR-5.3 GR-5.3 Suitability of Controllers for Bahraini Insurance Licensees

          • GR-5.3.1

            Bahraini insurance licensees must satisfy the CBB of the suitability of their proposed controllers.

            Amended: October 2015
            Amended: October 2011
            Amended: January 2007

          • GR-5.3.1A

            [This Paragraph was deleted in October 2015.]

            Deleted: October 2015
            Adopted: October 2011

          • Natural Persons

            • GR-5.3.2

              The percentage of direct or indirect control of a natural person in a Bahraini insurance licensee must not exceed 30% of the issued and paid up capital. This limit does not apply to insurance consultants nor to insurance managers.

              Added: October 2015

            • GR-5.3.3

              In assessing the suitability of controllers who are natural persons, the CBB will consider the following:

              (a) Whether the approval or refusal of a controller is or could be detrimental to the licensee, Bahrain's financial sector and the national interest of the Kingdom of Bahrain;
              (b) The legitimate interests of clients, creditors, non-controlling interests, and all other stakeholders of the licensee;
              (c) A conviction or finding of guilt in respect of any offence, other than a minor traffic offence, by any court or competent jurisdiction;
              (d) Any adverse finding in a civil action by any court or competent jurisdiction, relating to fraud, misfeasance or other misconduct in connection with the formation or management of a corporation or partnership;
              (e) Whether the person has been the subject of any disciplinary proceeding by any government authority, regulatory agency or professional body or association;
              (f) The contravention of any financial services legislation or regulation;
              (g) Whether the person has ever been refused an authorisation as controller, a license to undertake regulated activities by the CBB or any other regulator in another jurisdiction;
              (h) Dismissal or a request to resign from any office or employment;
              (i) Disqualification by a court, regulator or other competent body, as a Director or as a manager of a corporation;
              (j) Whether the person has been a Director, partner or manager of a corporation or partnership which has gone into liquidation or administration or declared bankrupt or one or more of its partners or managers have been declared bankrupt;
              (k) The extent to which the person has been truthful and open with regulators;
              (l) Whether the person has ever been adjudged bankrupt, entered into any arrangement with creditors in relation to the inability to pay due debts, or failed to satisfy a judgement debt under a court order or has defaulted on any debts;
              (m) The track record as a controller in another company or investor in a financial institution, whether in the Kingdom of Bahrain or abroad;
              (n) The financial resources of the person and the stability of their shareholding;
              (o) Existing Directorships or ownership of more than 20% of the issued or paid up capital in any financial institution in the Kingdom of Bahrain or elsewhere, and the potential for conflicts of interests that such Directorships or ownership may imply;
              (p) The ability of the person to deal with existing shareholders and the Board in a constructive and co-operative manner; and
              (q) The propriety of a person's conduct, whether or not such conduct resulted in conviction for a criminal offence, the contravention of a law or regulation, or the institution of legal or disciplinary proceedings.
              Amended: October 2015
              Amended: July 2007
              Amended: October 2007

          • Unregulated Legal Persons

            • GR-5.3.3A

              The percentage of direct or indirect control of an unregulated legal person in a Bahraini insurance licensee must not exceed 30% of the issued and paid up capital.

              Added: October 2015

            • GR-5.3.4

              In assessing the suitability of controllers who are unregulated legal persons, the CBB will consider the following:

              (a) Whether their approval or refusal of a controller is or could be detrimental to the licensee, Bahrain's financial sector and the national interest of the Kingdom of Bahrain;
              (b) The legitimate interests of investors, creditors, non-controlling interests and all other stakeholders of the licensee
              (c) The financial strength of the controller, its parent(s) and its subsidiaries, its implications for the insurance licensee and the likely stability of the controller's shareholding in the insurance licensee;
              (d) Whether the unregulated legal person or any of its subsidiaries or any of its shareholders have ever been adjudged bankrupt, or failed to satisfy a judgement debt under a court order, or have defaulted on any debts, or entered into any arrangement with creditors in relation to the inability to pay due debts;
              (e) The controller's jurisdiction of incorporation, location of Head Office, group structure and close links, and the implications for the insurance licensee as regards effective supervision of the insurance licensee and potential conflicts of interest;
              (f) The controller's (and other subsidiaries') propriety and general standards of business conduct, including the contravention of any laws or regulations related to financial services, or the institution of disciplinary proceedings by a government authority, regulatory agency or professional body;
              (g) Any conviction related to fraud, misfeasance or other misconduct;
              (h) Whether the unregulated legal person or any of its subsidiaries has been subject to any disciplinary proceeding whether by court order any proceeding by a specialised body, and whether the unregulated legal person is sued in any court;
              (i) The extent to which the controller or its subsidiaries have been truthful and open with regulators and supervisors;
              (j) Whether the unregulated legal person has ever been refused an authorisation as controller, a license to undertake regulated activities by the CBB or any other regulator in another jurisdiction;
              (k) The track record as a controller or investor in financial institutions;
              (l) The ability of the unregulated legal person to deal with existing shareholders and the Board in a constructive and co-operative manner;
              (m) Directorships in the Kingdom of Bahrain or elsewhere or ownership of more than 20% of the capital or voting rights of any financial institution, and the potential for conflicts of interest that such directorships or ownership may imply; and
              (n) Whether the unregulated legal person or any of its subsidiaries have ever entered into any arrangement with creditors in relation to the inability to pay due debts.
              Amended: October 2015
              Amended: July 2007

          • Regulated Legal Persons

            • GR-5.3.5

              The percentage of direct or indirect control of a regulated legal person in a Bahraini insurance licensee must not exceed 40% of the issued and paid up capital.

              Added: October 2015

            • GR-5.3.6

              The 40% limit referred to in Paragraph GR-5.3.5 does not apply to Bahraini insurance licensees not listed on a licensed exchange or an exchange abroad, or to mergers or acquisitions which have been approved by the CBB.

              Added: October 2015

            • GR-5.3.7

              Subject to the discretion of the CBB, regulated financial institutions may be allowed to own or control holdings of voting capital of listed licensees in excess of the abovementioned 40% level, if such control is not detrimental to the licensee, Bahrain's financial sector and the national interest of the Kingdom of Bahrain.

              Added: October 2015

            • GR-5.3.8

              Regulated financial institutions wishing to acquire more than 40% of the voting capital of a Bahraini insurance licensee must observe the criteria set forth in Guidance GR-5.3.4 related to unregulated legal persons, in addition to the conditions set forth under Guidance GR-5.3.9.

              Added: October 2015

            • GR-5.3.9

              In assessing the suitability of controllers who are regulated legal persons, the CBB will consider the following:

              (a) The person must be subject to effective consolidated supervision by a supervisory authority which effectively implements the Basel Committee on Banking Supervision Core Principles, or the IOSCO Core Principles or the IAIS Core Principles as well as the FATF Recommendations on Money Laundering and the financing of terrorism & proliferation;
              (b) The home supervisor of the person must give its formal written prior approval for (or otherwise raise no objection to) the proposed acquisition of the Bahraini insurance licensee;
              (c) The home supervisor of the person must confirm to the CBB that it will require the person to consolidate the activities of the concerned Bahraini insurance licensee for regulatory and accounting purposes if the case so requires;
              (d) The home supervisor of the person must formally agree to the exchange of customer information between the person and its prospective Bahraini subsidiary/acquisition for AML/CFT purposes and for Large Exposures monitoring purposes;
              (e) The home supervisor of the person and the CBB must conclude a Memorandum of Understanding in respect of supervisory responsibilities, exchange of information and mutual inspection visits; and
              (f) The person must provide an acceptably worded letter of guarantee to the CBB in respect of its obligation to support the licensee, should such letter be requested.
              Added: October 2015

        • GR-5.4 GR-5.4 Approval Process for Bahraini Insurance Licensees

          • GR-5.4.1

            Within 3 months of receipt of an approval request under Paragraph GR-5.1.1, with the complete documentation requirements to the satisfaction of the CBB, the CBB will issue a written notice of approval or of refusal by registered mail, to the Bahraini insurance licensee and the applicant. Where an approval notice is given, it will specify the period for which it is valid and any conditions that may be applied.

            Amended: October 2015
            Amended: July 2007

          • GR-5.4.1A

            The CBB may refuse an application for approval if the applicant does not meet the criteria set forth in Section GR-5.3. The notice of refusal will specify the reasons for the objection and specify the applicant's right of appeal.

            Added: October 2015

          • GR-5.4.2

            Article 53 of the CBB Law allows the CBB up to 3 months in which to respond to an application, although the CBB aims to respond within 30 calendar days. Notices of refusal have to be approved by the concerned Executive Director of the CBB.

            Amended: October 2015
            Amended: October 2009
            Amended: July 2007

          • Appeal Process

            • GR-5.4.2A

              The applicant has 30 calendar days from the date of a notice in which to appeal a decision to refuse the application or any conditions imposed as a condition of approval. The CBB then has 30 calendar days from the date of the appeal in which to consider any mitigating evidence submitted and make a final determination.

              Added: October 2015

            • GR-5.4.3

              Where a person has become a controller by virtue of their shareholding in contravention of Paragraph GR-5.1.1, or a notice of refusal has been served on them under Paragraph GR-5.4.1 and the period of appeal has expired, the CBB may, by notice in writing served on the person concerned, instruct the person concerned to transfer such shares, or refrain from exercising voting rights in respect of such shares.

              Amended: July 2007

            • GR-5.4.4

              If the person concerned fails to take the action specified under Paragraph GR-5.4.3, then the CBB may seek a court order to take appropriate measures: these may include forcing the person to sell their shares.

              Adopted: July 2007

            • GR-5.4.5

              [This Paragraph was deleted in October 2015.]

              Deleted: October 2015
              Adopted: July 2007
              Amended: October 2007

            • GR-5.4.6

              Bahraini insurance licensees are encouraged to notify the CBB as soon as they become aware of events that are likely to lead to changes in their controllers, both through new controllers coming in or existing controllers ceasing to have control.

              Amended: October 2015
              Amended: October 2007
              Adopted: July 2007

            • GR-5.4.7

              The CBB may contact references and supervisory bodies in connection with any information provided to support an application for controller. The CBB may also ask for further information, in addition to that provided in the Form 2, if required to satisfy itself as to the suitability of the applicant.

              Added: October 2015

            • GR-5.4.8

              In accordance with Paragraph EN-8.2.6, and where a controller is a natural person, the CBB may, depending on the seriousness of a situation, impose enforcement measures, which may include disqualification from being a controller of any licensed firm.

              Added: October 2015

        • GR-5.5 GR-5.5 Key Provisions for Overseas Insurance Licensees

          • GR-5.5.1

            In the case of overseas insurance licensees, the branch must notify the CBB of any new significant ownership in excess of 50% of the issued and paid up capital of the concerned licensee's direct parent undertaking as soon as the branch becomes aware. The overseas insurance firm licensee must provide a copy of the relevant approval by the home supervisor of the parent. The CBB will take the appropriate action in such case.

            Added: October 2015

          • GR-5.5.2

            In assessing the suitability of a controller of the parent of an overseas insurance licensee, the CBB will take into regard that the change in control poses no undue risks to the licensee or its customers, and is not damaging to the interests of the market.

            Added: October 2015

          • GR-5.5.3

            Overseas insurance licensees must submit, within 3 months of their financial year-end, a report on their controllers. This report must identify all controllers of the branch, and details of the type of control.

            Added: October 2015

          • GR-5.5.4

            For overseas insurance licensees, the controller is the direct parent undertaking. Any material changes as outlined in Paragraph GR-5.5.1, to the control of the direct parent undertaking must be filed through submission of an updated Form 2 to the CBB.

            Added: October 2015

      • GR-6 GR-6 Close Links

        • GR-6.1 GR-6.1 Key Provisions

          • GR-6.1.1

            Condition 3 of the CBB's licensing conditions specifies, amongst other things, that insurance licensees must satisfy the CBB that their close links do not prevent the effective supervision of the licensee and otherwise pose no undue risks to the licensee. (See Paragraph AU-2.3.1).

            Amended: July 2007

          • GR-6.1.2

            Applicants for an insurance license must provide details of their close links, as provided for under Form 1 (Application for a License). (See Paragraph AU-5.1.5).

            Amended: October 2007

          • GR-6.1.3

            Insurance firms and insurance brokers must submit to the CBB, attached to their annual return and within 3 months of their financial year-end, a report on their close links. The report must identify all undertakings closely linked to the licensee, as defined in Section GR-6.2.

            Amended: April 2012
            Amended: July 2007

          • GR-6.1.4

            Insurance licensees may satisfy the requirement in Paragraph GR-6.1.3 by submitting a corporate structure chart, identifying all undertakings closely linked to the licensee. In the case of insurance firms, the report is included as part of the Insurance Firm Return (Form IFR (C) or IFR (T)). In the case of insurance brokers, the report is included as part of the the Insurance Broker Return (Form IBR).

            Amended: April 2012
            Amended: July 2007

          • GR-6.1.5

            Insurance licensees must provide information on undertakings with which they are closely linked, as requested by the CBB.

            Amended: July 2007

        • GR-6.2 GR-6.2 Definition of Close Links

          • GR-6.2.1

            An insurance licensee ('A') has close links with another undertaking ('C'), if:

            (a) C is a parent undertaking of A;
            (b) C is a subsidiary of A;
            (c) C is a parent undertaking of a subsidiary of A;
            (d) C is a subsidiary of a parent undertaking of A;
            (e) C owns or controls 20% or more of the voting rights or capital of A; or
            (f) A, any of its parent or subsidiaries, or any of the subsidiaries of its parent, owns or controls 20% or more of the voting rights or capital of C.
            Amended: July 2007
            Amended: October 2007

        • GR-6.3 GR-6.3 Assessment Criteria

          • GR-6.3.1

            In assessing whether an insurance licensee's close links may prevent the effective supervision of the firm, or otherwise poses no undue risks to the insurance licensee, the CBB takes into account the following:

            (a) Whether the CBB will receive adequate information from the insurance licensee, and those with whom the licensee has close links, to enable it to determine whether the licensee is complying with CBB requirements;
            (b) The structure and geographical spread of the licensee, its group and other undertakings with which it has close links, and whether this might hinder the provision of adequate and reliable flows of information to the CBB, for instance because of operations in territories which restrict the free flow of information for supervisory purposes;
            (c) In the case of an overseas insurance licensee, whether the insurance licensee and its group will be subject to supervision on a consolidated basis (for example, if a financial resources requirement is determined for the group as a whole); and
            (d) Whether it is possible to assess with confidence the overall financial position of the group at any particular time, and whether there are factors that might hinder this, such as group members having different financial year ends or auditors, or the corporate structure being unnecessarily complex and opaque.
            Amended: July 2007

      • GR-7 GR-7 Statutory Deposits and Compulsory Reserve

        • GR-7.1 GR-7.1 Requirement for a Cash Deposit

          • GR-7.1.1

            Article 181 of the CBB Law governs the deposits required by insurance licensees.

            Amended: July 2007
            Amended: October 2007

          • GR-7.1.2

            Insurance firms, except for captive insurers and insurance firms who are in run-off and whose license is restricted from entering into new contracts of insurance as per Paragraph GR-8.1.3, must maintain a cash deposit with a retail bank licensed to do business in Bahrain, for the following amounts:

            (a) BD 50,000 for life insurance and/or savings and fund accumulation categories;
            (b) BD 75,000 for any insurance category of general insurance for all insurance categories; and
            (c) BD 150,000 for firms solely effecting reinsurance contracts.
            Amended: July 2007

          • GR-7.1.3 [This Paragraph was deleted in January 2007].

            Deleted: July 2007

          • GR-7.1.4

            Insurance brokers must maintain a cash deposit with a retail bank licensed to do business in Bahrain for the following amounts:

            (a) BD 2,500 for life insurance and savings and fund accumulation categories; and
            (b) BD 5,000 for general insurance for all insurance categories.
            Amended: July 2007

          • GR-7.1.5

            The cash deposit must be in the name of the insurance firm or insurance broker and for the order of the CBB. The cash deposit and accumulated interest (or profit) thereon may not be disposed of except by written permission of the CBB.

            Amended: July 2016
            Amended: July 2007

          • GR-7.1.6

            The deposit and any of its accumulated interest (if any) may be moved to another retail bank licensed to do business in Bahrain, providing that prior written approval has been obtained from the CBB. When seeking CBB approval, the insurance licensee must provide a valid reason for requesting the move to another retail bank.

            Amended: July 2016
            Amended: July 2007

          • GR-7.1.7

            In the case of insurance licensees originally licensed as exempt companies, insurance licensees may opt to have the cash deposit required as per Paragraphs GR-7.1.2 and GR-7.1.4 maintained with the CBB.

            Amended: July 2007

        • GR-7.2 GR-7.2 Compulsory Reserve

          • GR-7.2.1 [This Paragraph was deleted in January 2007].

            Deleted: July 2007

          • GR-7.2.2

            In accordance with the Bahrain Commercial Companies Law, Bahraini insurance licensees must comply with the statutory requirements of this law requiring that 10% of annual profits be set aside as a statutory reserve. The requirements of the Bahrain Commercial Companies Law note that the balance of such reserve is to equal 50% of the paid-up capital of the company.

            Amended: July 2007

      • GR-8 GR-8 Cessation of Business

        • GR-8.1 GR-8.1 CBB Approval

          • GR-8.1.1

            As specified in Article 50 of the CBB Law, an insurance licensee wishing to cease to provide or suspend any or all its regulated insurance services, completely or at any of its branches and/or liquidate its business must obtain prior written approval from the CBB.

            Amended: October 2011
            Amended: July 2007

          • GR-8.1.2

            If the insurance licensee wishes to effect a business transfer, it must also comply with the requirements contained in Chapter GR-4.

            Amended: July 2007

          • GR-8.1.3

            In the case of a Bahraini insurance licensee, Chapter GR-8 applies both to its business booked in Bahrain and in the licensee's overseas branches. In the case of an overseas insurance licensee, Chapter GR-8 applies only to business booked in the licensee's Bahrain branch.

            Adopted: July 2007

          • GR-8.1.4

            Insurance licensees seeking to obtain the CBB's permission to cease business must apply to the CBB in writing, in the form of a covering letter together with any supporting attachments. Unless otherwise directed by the CBB, the following requirements must be provided in support of the request:

            (a) Full details of the business to be terminated;
            (b) The rationale for the cessation;
            (c) If applicable, an assessment of the impact of the cessation on any customers directly affected by the cessation, and any mitigating factors or measures;
            (d) If applicable, an assessment of the impact of the cessation on the licensee's remaining business and customers, and any mitigating factors or measures;
            (e) Evidence that the proposed cessation has been duly authorised by the licensee (such as a certified copy of a Board resolution approving the cessation);
            (f) How the licensee proposes to cease business;
            (g) Notice of an Extraordinary Meeting setting out the agenda to discuss and approve the cessation, and inviting the CBB for such meeting;
            (h) Formal request to the CBB for the appointment of a liquidator acceptable to the CBB;
            (i) A cut-off date by which the licensee will stop its operations;
            (j) If the insurance licensee wishes to cease its whole business, confirmation that the licensee will not enter into new business with effect from the cut-off date;
            (k) The audited accounts of the licensee as of the last date on which it stopped operations. The commencement of the period covering these final accounts should be the beginning of the financial year of the licensee; and
            (l) The final liquidator's report of the licensee.
            Amended: October 2011
            Adopted: July 2007

          • GR-8.1.5

            Licensees intending to apply to cease business are advised to contact the CBB at the earliest possible opportunity, prior to submitting a formal application, in order that the CBB may determine the nature and level of documentation to be provided and the need for an auditor or other expert opinion to be provided to support the application. The documentation specified in Paragraph GR-8.1.4 may be varied by the CBB, depending on the nature of the proposed cessation, such as the materiality of the business concerned and its impact on customers.

            Amended: October 2011
            Adopted: July 2007

          • GR-8.1.6

            Approval to cease business will generally be given where adequate arrangements have been made to offer alternative arrangements to any affected customers. The CBB's approval may be given subject to any conditions deemed appropriate by the CBB. In all cases where additional requirements are imposed, the CBB shall state the reasons for doing so.

            Adopted: July 2007

          • GR-8.1.7

            When the CBB has given its approval to an application to cease business, the licensee must publish a notice of its intention to cease business in two local newspapers (one in Arabic, the other in English). Notices must also be displayed in the premises (including any branch offices) of the licensee concerned. These notices must be given not less than 30 calendar days before the cessation is to take effect, and must include such information as the CBB may specify. If the insurance licensee had entered into direct contracts of insurance relating to risks situated in a jurisdiction other than Bahrain, a notice must also be published in two national newspapers in the jurisdiction concerned.

            Amended: October 2011
            Amended: October 2007
            Adopted: July 2007

          • GR-8.1.8

            If the insurance licensee wishes to go into run-off or liquidate its business, the CBB will revise its license to restrict the firm from entering into new contracts of insurance. The insurance licensee must continue to comply with all applicable CBB requirements until such time as it is formally notified by the CBB that its obligations have been discharged and that it may surrender its license.

            Amended: October 2011
            Amended: July 2007

          • GR-8.1.9

            An insurance firm in run-off must continue to meet its contractual and regulatory obligations to policyholders.

            Amended: July 2007

          • GR-8.1.5

            Once the insurance firm believes that it has discharged all its remaining contractual obligations to policyholders, it must publish a notice in two national newspapers in Bahrain approved by the BMA (one being in English and one in Arabic), stating that is has settled all its dues and wishes to leave the market. If the insurance firm had entered into direct contracts of insurance relating to risks situated in a jurisdiction other than Bahrain, a notice must also be published in two national newspapers in the jurisdiction concerned.

          • GR-8.1.10

            The notices referred to in Paragraph GR-8.1.7 must include a statement that written representations concerning the cessation of business may be sent to the CBB before a specified day, which shall not be earlier than thirty calendar days after the day of the first publication of the notice. The CBB will not decide on the application until after considering any representations made to the CBB before the specified day.

            Amended: October 2011
            Amended: July 2007

          • GR-8.1.11

            If no objections to the cessation of business are upheld by the CBB, then the CBB will issue a written notice of approval for the cessation of business and where the insurance licensee is leaving the market such notice will also provide for the surrender of the license and for the return of the insurance licensee's statutory deposit.

            Amended: July 2007

          • GR-8.1.12

            As per Article 49 of the CBB Law, the CBB shall publish its approval to cancel or amend a license in the Official Gazette as well as in two local daily newspapers (one in Arabic, and the other in English), once this decision has been implemented. The publication costs of these notices are to be met by the licensee concerned.

            Adopted: July 2007
            Amended: October 2007

          • GR-8.1.13

            Upon application, the CBB may grant exemptions to the disclosure requirements of Paragraphs GR-8.1.7 for captive insurers. However, all other provisions of Chapter GR-8 apply in full to captive insurers.

            Amended: July 2007

          • GR-8.1.14

            Upon satisfactorily meeting the requirement set out in GR-8.1.4, the insurance licensee must surrender the original license certificate issued by the Licensing Directorate at the time of establishment, and submit confirmation of the cancellation of its commercial registration from the Ministry of Industry, Commerce and Tourism.

            Amended: April 2020
            Added: October 2016

      • GR-9 GR-9 Appointed Representatives

        • GR-9.1 Appointed Representatives

          • GR-9.1.1

            Insurance firms must register its appointed representatives with the CBB in accordance with Chapter AU-1.3A. Insurance brokers and insurance consultants are not allowed to be appointed by insurance firms to act as appointed representatives nor are they allowed to appoint appointed representatives.

            Added: July 2023

          • GR-9.1.2

            An appointed representative may only represent one Takaful firm and one conventional insurance firm. An appointed representative may be a natural person, a CBB licensee or a commercial entity not licensed by the CBB who offers insurance products as a representative of a licensed insurance firm complementing the sale of its products and services.

            Added: July 2023

          • GR-9.1.3

            Insurance firms that appoint appointed representatives take full responsibility for the actions of their appointed representatives and must ensure the following:

            (a) The appointed representatives and ‘designated individuals’ in the case of incorporated entities acting as appointed representatives have good conduct and have the experience and qualifications consistent with the licensee’s internal policies relevant to employees undertaking similar functions;
            (b) The appointed representatives do not subcontract any of the activities undertaken on behalf of the insurance firm;
            (c) The appointed representatives do not approach clients for the renewal of policies originally sold through them;
            (d) Compliance with CBB law and relevant regulations by their appointed representatives for the activities undertaken on the licensee’s behalf;
            (e) The relationship between the licensee and its appointed representatives must be governed by an agreement that addresses, among other matters, the following:
            i. Adherence to the licensee’s internal policies in respect of customer safeguards including avoidance of conflicts of interest and adequate disclosures to customers regarding terms of the insurance policy;
            ii. Effective handling of customer complaints and prompt and timely escalation of the complaints to the insurance firm and maintenance of records for the same;
            iii. The arrangements for receipt of premiums/contributions (see Paragraph GR-9.1.6);
            iv. Where a person acts as appointed representative for more than one insurance firm, it must ensure reasonable segregation of business and confidential data attributable to different licensed principals in order to mitigate conflicts of interest;
            v. Adequate recourse, legal or otherwise, to the appointed representative in case of its non-compliance with the CBB law and regulations; and
            vi. Access to the CBB, its appointed experts, the insurance firm and its external auditors to all information and records relevant to the insurance activities undertaken by the appointed representatives on behalf of the insurance firm.
            (f) Perform periodic reviews of the arrangements with appointed representatives with respect to their quality of service and compliance with CBB requirements.
            Added: July 2023

          • GR-9.1.4

            For purposes of Subparagraph GR-9.1.3 (a), the CBB recognises the following minimum or equivalent (as agreed with the CBB) qualifications for appointed representatives:

            (a) For general insurance, the Award in General Insurance from the Chartered Insurance Institute (CII) and the Bahrain Institute of Banking and Finance (BIBF); and
            (b) For long-term insurance, the Award in Financial Planning from the Chartered Insurance Institute (CII) and the Bahrain Institute of Banking and Finance (BIBF).
            Added: July 2023

          • GR-9.1.5

            Paragraph GR-9.1.3 (a) does not apply to appointed representatives who offer insurance products as a representative of a licensed insurance firm complementary to the sale of its products and services, e.g. travel agents, car dealers and retailers of goods. In such cases, licensees’ arrangements with appointed representatives should include alternative training needs.

            Added: July 2023

          • GR-9.1.6

            Insurance firms must ensure that appointed representatives that are natural persons must not receive premiums/contributions directly from policyholders, and the amounts must be paid directly to the insurance firms. Appointed representatives, other than natural persons must remit the premiums/contributions received no later than (15) calendar days from the date of the receipt of such amounts.

            Added: July 2023

      • GR-10 GR-10 Professional Indemnity Coverage

        • GR-10.1 GR-10.1 Insurance Brokers and Insurance Consultants

          • GR-10.1.1

            Insurance brokers and insurance consultants must maintain professional indemnity coverage, acceptable to the CBB, with a minimum limit of indemnity for any one claim and in any one insurance period of 12 months. Insurance brokers and insurance consultants must provide, upon request, evidence to the CBB of the coverage in force.

            Amended: July 2007

          • GR-10.1.1A

            In accordance with Paragraph EN-B.3.1, insurance licensees may not enter into or make a claim under a contract of insurance that is intended to, or has the effect of, indemnifying them from the financial penalties provided for in Module EN.

            Added: April 2008

          • GR-10.1.2

            The requirements for professional indemnity coverage will normally be met by the insurance broker or insurance consultant obtaining an insurance policy from an insurance firm. However, upon written application to the CBB, coverage may be met by the insurance broker or insurance consultant depositing with a retail bank licensed to operate in the Kingdom of Bahrain, an amount, specified by the CBB, to be held in escrow against future claims. This amount will not be less than the minimum required policy limit.

            Amended: July 2007
            Amended: April 2008

          • GR-10.1.3

            The minimum limit of indemnity is BD 100,000 for insurance brokers and BD 75,000 for insurance consultants.

          • GR-10.1.4

            Other than in the case of Paragraph GR-10.1.2, the maximum excess or deductible allowable under the policy shall be BD 15,000.

          • GR-10.1.5

            Branches of insurance brokers or insurance consultants of a company incorporated under the laws of its territory of incorporation must provide evidence of professional indemnity coverage maintained by their company and specifically indicating that the coverage of the professional indemnity extends to the operations of the branch resident in Bahrain.

          • GR-10.1.6

            Unless the licensee has access to the professional indemnity cover meeting the minimum requirements of Paragraphs GR-10.1.3 and GR-10.1.4 provided to its parent company, separate professional indemnity cover will need to be provided.

            Amended: July 2007

          • GR-10.1.7

            Unless otherwise agreed in writing with the CBB, the policy must contain a clause that it may not be cancelled or lapsed without the prior approval of the CBB. The policy must also contain a provision for an automatic extended reporting period in the event that the policy is cancelled or lapsed, such that claims relating to the period during which the policy was in force may subsequently still be reported.

            Amended: July 2007

          • GR-10.1.8

            If an insurance broker or insurance consultant applies to the CBB for a voluntary surrender of its authorisation, it must ensure that suitable arrangements are in place for professional indemnity coverage to continue in respect of any unreported claims arising from past sales or advice.

            Amended: July 2007

          • GR-10.1.9

            The CBB will not allow a voluntary surrender of authorisation to take effect until the insurance licensee, in the opinion of the CBB, has discharged all its regulatory responsibilities to its customers. See also Section AU-5.5, on the cancellation of authorisation.

            Amended: July 2007

          • GR-10.1.10

            Except as provided for by Paragraph ES-2.5.3, professional indemnity coverage requirements must be met by insurance brokers and insurance consultants by 31 December 2005 (refer to ES-2.5.2).

            Amended: July 2007

          • GR-10.1.11

            Unincorporated Bahraini insurance brokers licensed prior to 1 June, 2005 must meet the professional indemnity coverage requirements by 31 December 2006 (refer to ES-2.5.3).

            Amended: July 2007

          • GR-10.1.12

            Insurance brokers and insurance consultants must prominently display in their premises a notice stating that they have in place professional indemnity coverage that meet the minimum requirements of the CBB and the period of coverage, such that claims relating to the period during which the policy was in force may subsequently still be reported.

            Amended: July 2007

          • GR-10.1.13

            The above notice may be either issued by the insurance firm providing the coverage on behalf of the insurance licensee, or by the licensee itself. The notice should specify the main features of the coverage maintained (or, where relevant, the amount of funds placed in escrow, in accordance with Paragraph GR-10.1.2). It should also specify the procedures for submitting a claim under the coverage maintained.

            Adopted: July 2007