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  • HC-A.2 HC-A.2 Module History

    • HC-A.2.1

      This Module was first issued in July 2007. 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.

      Amended: July 2015
      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-9 01/2011 Amendments due to introduction of new MOIC Corporate Governance Code.
      HC-1.4 04/2011 Amendment made to reflect new Rules on attendance of Directors at Board of Directors meetings.
      HC-6.3.4 04/2011 Added description of compliance officer's duties.
      HC-6.5.3 04/2011 Guidance added dealing with the compliance function.
      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-1.5.7 and HC-1.5.7A 01/2012 Clarified rule and guidance on the chairman of the Board.
      HC-1.10.1 01/2012 Deleted last sentence.
      HC-5.5.6 01/2012 Amended Paragraph.
      Appendix B 01/2012 Disclosure to shareholders amended.
      HC-1.9.5 07/2012 Clarified guidance.
      Appendix A 07/2012 Clarified requirement for written report on performance evaluation for Audit Committee.
      HC-7.2.5 and HC-10.7.6 10/2012 Clarified guidance on election of board members.
      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-3.2.1 01/2013 Clarified guidance on appointment of internal auditor.
      HC-1.3.7 04/2013 Clarified Rule on limits on number of directorships.
      HC-2.2.4 and HC-2.2.6 10/2013 Removed reference to appointed representatives.
      HC-1.3.2 and HC-10.1.8 10/2014 Corrected typo to be consistent with other Volumes of the CBB Rulebook.
      HC-9.2.1 10/2014 Clarified language for Category 1 and 2 Islamic investment firms.
      HC-10.9.2 10/2014 Amended guidance for Category 3 Islamic investment firms to appoint a minimum of one Shari'a advisor or scholar instead of having a Shari'a Supervisory Board.
      HC-A.1.8 07/2015 Clarified the application of the comply or explain principle.
      HC-6.4.2 07/2015 Changed Guidance to Rule so that the internal audit function must be independent and cannot be combined with any other function.
      HC-2.3.5 and HC-10.2.5A 04/2016 Added a requirement (or guidance, based on the category of license) for the investment firm licensee to have in place a board approved policy on the employment of relatives of approved persons.
      HC-2.4.2A and HC-10.2.6A 04/2016 Added the requirement (or guidance, based on the category of 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 category of license) for overseas licensees.
      HC-7.2.1(j) and HC-10.7.2(j) 10/2017 Added requirement on the invitation of a CBB representative for any shareholders' meetings.
      HC-1.2.2 & HC-1.11.5 01/2020 Amended Paragraphs on policy and procedures approval.
      HC-5.3.3 04/2020 Added a new Paragraph on KPIs compliance with AML/CFT requirements.
      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-4.2.3 04/2021 Added a new Paragraph on notification on any change in board categorisation.
      HC-1.11.2 – HC-1.11.4 01/2022 Deleted Paragraphs.
      HC-1.11.6 01/2022 Deleted Paragraph.

    • HC-A.2.3

      Guidance on the implementation and transition to Volume 4 (Investment Business) is given in Module ES (Executive Summary).

      January 2011