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. ForBahraini insurance licensees , other thaninsurance firms , Boards must include at least one independent non-executive member.January 2011HC-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 2011HC-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 2011HC-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 2011HC-1.5.5
Non-executive director s must be fully independent of management and must constructively scrutinise and challenge management including the management performance ofexecutive director s.January 2011HC-1.5.6
At least half of an
insurance licensee's Board should benon-executive director s and at least three of those persons should beindependent director s. (Note the exception for controlled companies in Paragraph HC-1.6.2 and for possible exemption under Paragraph HC-1.5.2.)January 2011HC-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 2011HC-1.5.7A
The chairman and/or deputy chairman must not be the same person as the CEO.
Added: January 2012HC-1.5.7B
The chairman must not be an
executive director .Added: January 2012HC-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 2011HC-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 onlyindependent directors are present, except as may otherwise be determined by theindependent directors themselves.January 2011HC-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 2021HC-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