High Level Standards
AU AU Money Changers Authorisation Module
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 money changer services in the Kingdom of Bahrain. It also sets out CBB requirements for approving persons undertaking key functions in those providers.Amended: January 2011
October 2010AU-A.1.2
Persons undertaking certain functions in relation to
licensees require prior CBB approval. These functions (called 'controlled functions ') includeDirectors and members of senior management. Thecontrolled functions regime supplements the licensing regime by ensuring that key persons involved in the running oflicensees are fit and proper. Those authorised by the CBB to undertakecontrolled functions are calledapproved persons .October 2010Retaining Authorised Status
Legal Basis
AU-A.1.4
This Module contains the CBB's Directive, Regulations and Resolutions (as amended from time to time) regarding authorisation under Volume 5 (Specialised Licensees) of the CBB Rulebook. It is applicable to all
licensees (as well as toapproved persons ), 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 regardingregulated money changer services as per Article 39 (see Paragraph AU-1.1.8), licensing conditions as per Article 44 (see Chapter AU-2) and licensing fees as per Article 180 (see Chapter AU-5) are also included in Regulations and Resolutions and included in this Module. The Module also 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). 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. Requirements regarding Money ChangerLicensees are also included in the Regulation Organising Money Changing Business, issued in 1994 and included in this Module. This Module contains the prior approval requirements for approved persons under Resolution No (23) of 2015.Amended: July 2015
Amended: January 2013
Amended: April 2012
Amended: January 2011
October 2010AU-A.1.5
Approved Persons are individuals holding certain specified positions atCBB licensees ; they must be approved by the CBB prior to taking on those positions and must demonstrate that they are fit and proper. The list of positions subject to the CBB'sApproved Persons regime vary according to the CBB license Category, but generally cover directors and senior management, as well as certain other positions.Approved Persons requirements are specified in the relevant Rulebook Volume for the license Category in question.October 2010AU-A.1.6
For an explanation of the CBB's rule-making powers and different regulatory instruments, see Section UG-1.1.
October 2010AU-A.2 AU-A.2 Module History
Evolution of Module
AU-A.2.1
This Module was first issued in October 2010. All subsequent changes to this Module are annotated with the end-calendar quarter date in which the change was made. UG-3 provides further details on Rulebook maintenance and version control
AU-A.2.2
A list of recent changes made to this Module is provided below:
Module Ref. Change Date Description of Changes AU-A.1.4 01/2011 Clarified legal basis. AU-4.1.4 01/2011 Removed the requirement for a letter of comfort to be provided with an application for license. AU-4.1.15 01/2011 Corrected cross reference. AU-4.1.4(a) 04/2011 Added cross reference. AU-4.2 04/2011 Clarified Rules for authorisation of a branch and added Rules for authorisation of a subsidiary. AU-4.3.7A 07/2011 Added a Rule dealing with notification to CBB when an approved person ceases to hold a controlled function. AU-4.4.6 07/2011 Cross reference added to Rule. AU-A.1.4 04/2012 Legal basis updated to reflect all Articles of the CBB Law covered by this Module as well as applicable Resolutions. AU-4.4 04/2012 Clarified language on cancellation of a license to be in line with other Volumes of the CBB Rulebook. AU-1.1.8A and AU-1.1.8B 10/2012 Rule and guidance added to address the activity of wholesale export and import of various currency bank notes in physical form. AU-2.1.1 10/2012 Amended legal status. AU-A.1.4 01/2013 Updated legal basis. AU-1.1 01/2013 References added to requirements under Resolution No.(16) for the year 2012. AU-1.2.3 01/2013 Clarified approval requirements for controlled functions for Bahrain operations. AU-4.4.4A 01/2013 Corrected cross reference to CBB Law. AU-5.2 07/2013 Amended due date and collection process for annual licensee fee. AU-A.1.4 07/2015 Legal basis updated to reflect Resolution No (23) of 2015. AU-4.3 07/2015 Amended to be in line with Resolution No (23) of 2015 on Prior Approval Requirements for Approved Persons. AU-4.4.6 07/2015 Clarified interim arrangements for replacement of approved person. 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-4.3 01/2016 Minor amendments to be aligned with other Volumes of the Rulebook. AU-4.5 07/2017 Added new Section on Publication of the Decision to Grant, Cancel or Amend a License AU-4.1.1 04/2018 Amended Paragraph. AU-4.1.18 04/2018 Amended Paragraph. AU-4.3.2 04/2018 Amended Paragraph. AU-4.3.8AA 10/2018 Amended Paragraph number. AU-4.4.6 10/2018 Amended reference Paragraph. AU-4.1.1 07/2019 Amended Paragraph to remove references to hardcopy Form 1 submission to online submission. AU-4.1.21 10/2019 Changed from Rule to Guidance. AU-4.1.22 10/2019 Changed from Rule to Guidance. AU-4.1.23 10/2019 Changed from Rule to Guidance. AU-4.5.1 10/2019 Changed from Rule to Guidance. AU-4.3.9A 01/2021 Added a new Paragraph on compliance of approved persons with the fit and proper requirement. Superseded Requirements
AU-A.2.3
This Module supersedes the following provisions contained in circulars or other regulatory instruments:
Circular / other reference Subject Standard Conditions and Licensing Criteria: Money Changers Scope of license and licensing conditions. Circular BC/309/1994 Management Personnel Circular BC/120/1995 Money Changers Permitted Business Circular BC/11/98 Appointment and suitability of Directors and senior managers ('fit and proper'). Circular EDFIS/C/05/2007 CBB's New License Fees System October 2010AU-B AU-B Scope of Application
AU-B.1 AU-B.1 Scope of Application
AU-B.1.1
The content of this Module applies to all
Money Changer licensees authorised in the Kingdom of Bahrain, thereafter referred to in this Module aslicensees .October 2010AU-B.1.2
Two types of authorisation are prescribed:
(i) Any person seeking to provide aregulated money changer service within or from the Kingdom of Bahrain must hold the appropriate CBB license (see AU-1.1). Money ChangerLicensees are thereafter referred to in this Module aslicensees ; and(ii) Natural persons wishing to perform acontrolled function in alicensee also require prior CBB approval, as anapproved person (see AU-1.2).October 2010AU-B.2 AU-B.2 Authorised Persons
AU-B.2.1
Various requirements in Chapters AU-2 to AU-4 inclusive also apply to persons once they have been authorised by the CBB (whether as
licensees orapproved persons ).October 2010AU-B.2.2
Chapter AU-2 applies to
licensees (not just applicants), since licensing conditions have to be met on a continuous basis bylicensees . Similarly, Chapter AU-3 applies toapproved persons on a continuous basis; it also applies tolicensees seeking anapproved person authorisation. Chapter AU-4 contains requirements applicable tolicensees , with respect to the starting up of their operations, as well as tolicensees andapproved persons , with respect to the amendment or cancellation of their authorised status. Finally, Section AU-5.2 imposes annual fees onlicensees .October 2010AU-1 AU-1 Authorisation Requirements
AU-1.1 AU-1.1 Licensing
AU-1.1.1
No person may:
(a) Undertake (or hold themselves out to undertake)regulated money changer 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 anyfinancial 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 offerfinancial services .Amended: January 2013
October 2010AU-1.1.2
For the purposes of Rule AU-1.1.1, please refer to Rule AU-1.1.8 for the definition of '
regulated money changer services ' and Rule AU-1.1.9 for '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; or(b) Uses an address situated in the Kingdom of Bahrain for its correspondence.October 2010AU-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 2013AU-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-9.3).
Added: January 2013AU-1.1.3
Persons wishing to be licensed to undertake
regulated money changer services within or from the Kingdom of Bahrain must apply in writing to the CBB.October 2010AU-1.1.4
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 allcontrollers ; and(c) Application forms for allcontrolled functions .October 2010AU-1.1.5
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.October 2010AU-1.1.6
Detailed rules and guidance regarding information requirements and processes for licenses can be found in Section AU-4.1. As specified in Paragraph AU-4.1.12, 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.
October 2010AU-1.1.7
All applicants seeking a Money Changers 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,
licensees must maintain these criteria on an on-going basis.October 2010Money Changer License Permitted Activities
AU-1.1.8
For the purposes of Volume 5 (Specialised Licensees),
regulated money changer services mean all transactions including:(a) The sale, purchase and exchange of foreign currencies;(b) Currency transfer to/from Bahrain;(c) Purchase and sale of travellers' cheques;(d) The dealing in precious metals within the allowed limits; or(e) Any other financial business related to Money Changers activities and approved by the CBB.Amended: April 2011
October 2010AU-1.1.8A
For purposes of Subparagraph AU-1.1.8(a), the sale, purchase and exchange of foreign currencies may include the wholesale export and import of various currency bank notes in physical form, for the purpose of distribution/collection to/from the local market or for transmission to a foreign jurisdiction. Only
licensees whose license specifically allows for such activity to be undertaken are permitted to engage in this activity.Added: October 2012AU-1.1.8B
In assessing a request from a
licensee to add the activity of export/import of bank notes to its permitted activities, the CBB will consider among other factors, the following:(a) A satisfactory track record of not less than 5 years operating as a licensed regulated entity in the financial sector;(b) Thelicensee's financial soundness, an acceptable level of capitalisation and financial resources and its ability to meet its obligations in a timely and satisfactory manner;(c) The legal status and regulatory track record of thelicensee including previous disciplinary measures taken against thelicensee by the CBB or any other jurisdiction in which its group operates;(d) The maintenance of an adequate insurance coverage to cater for any risk that may arise while importing/exporting the consignment;(e) The application of prudent security measures when transporting the banknotes within the Kingdom of Bahrain, as required by Paragraphs GR-7.1.1 and GR-9.1.5A;(f) The existence of prudent documented and approved internal procedures and controls within thelicensee to govern the entire import/export activity starting from the origination of the consignment to its final destination. Such procedures must observe the requirements of any other Law or relevant competent authority in this regard, whether in the Kingdom of Bahrain or the jurisdiction to/from which the banknotes are being exported/imported;(g) The existence of the necessary AML/CFT systems and controls in place as required by Module FC;(h) The quality of management and corporate governance framework and oversight over the activities of thelicensee ; and(i) The maintenance of proper books and records as required by Chapter GR-1.Added: October 2012AU-1.1.9
For the purposes of Volume 5 (Specialised Licensees), carrying on a
regulated money changer services by way of business means:(a) Undertaking one or more of the activities specified in Paragraph AU-1.1.8 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.October 2010AU-1.1.10
Licensees are prohibited from conducting any other financial business other than that set out in Rule AU-1.1.8 above, and permitted by the license issued to them by the CBB.October 2010AU-1.1.11
A person does not carry on an activity constituting
regulated money changer services if it is an organisation, commercial company or travel and tourism agency accepting foreign currencies and travellers' cheques in consideration for their sales. In addition, hotels do not undertakeregulated money changer services when accepting foreign currencies and travellers' cheques in consideration for their services and/or as a service to their guests.October 2010Suitability
AU-1.1.12
Those seeking authorisation must satisfy the CBB as to their suitability to carry out the
regulated money changer services for which they are seeking authorisation.October 2010AU-1.1.13
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 services that the applicant proposes to undertake.October 2010AU-1.2 AU-1.2 Approved Persons
General Requirements
AU-1.2.1
Licensees must obtain the CBB's prior written approval for any person wishing to undertake acontrolled function at alicensee . 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
October 2010AU-1.2.2
Controlled functions are those functions occupied by board members and persons in executive positions and include:(a)Director ;(b)Chief Executive orGeneral Manager ;(c)Head of function ;(d) Compliance Officer; and(e) Money Laundering Reporting Officer (MLRO).Amended: January 2016
October 2010AU-1.2.3
Prior approval is required for all of the above
controlled functions . Combination of the abovecontrolled functions is subject to the requirements contained in Modules HC and RM.Controlled functions (b) to (e) are in relation to Bahrain operations.Amended: January 2013
October 2010Basis for Approval
AU-1.2.4
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 at 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.October 2010Definitions
AU-1.2.5
Director is any person who occupies the position of aDirector , as defined in Article 173 of the Commercial Companies Law (Legislative Decree No. 21 of 2001).October 2010AU-1.2.6
The fact that a person may have '
Director' in their job title does not of itself make them aDirector within the meaning of the definition noted in Paragraph AU-1.2.5. For example, a 'Director of IT', is not necessarily a member of the Board ofDirectors and therefore may not fall under the definition of Paragraph AU-1.2.5.October 2010AU-1.2.7
The
Chief Executive orGeneral Manager means a person who is responsible for the conduct of thelicensee (regardless of actual title). TheChief Executive orGeneral Manager must be resident in Bahrain. This person is responsible, for the conduct of the whole of the firm.October 2010AU-1.2.8
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 thelicensee .October 2010AU-1.2.9
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 ofhead of function might include, depending on the scale, nature and complexity of the business, a deputyChief Executive , heads of departments such as Risk Management, Compliance or Internal Audit, or the Chief Financial Officer.October 2010AU-1.2.10
Where a
licensee is in doubt as to whether a function should be considered acontrolled function it must discuss the case with the CBB.October 2010AU-2 AU-2 Licensing Conditions
AU-2.1 AU-2.1 Condition 1: Legal Status
AU-2.1.1
The legal status of a
licensee must be:(i) A Bahraini joint stock company (B.S.C.); or(ii) A Bahraini company with limited liability (W.L.L.) and licensed to conduct money changer business prior to 1st October 2012.Amended: October 2012
October 2010AU-2.1.2
For those
licensees that do not meet the requirements of Rule AU-2.1.1, they should discuss their legal status with the CBB.October 2010AU-2.2 AU-2.2 Condition 2: Mind and Management
AU-2.2.1
Licensees with their Registered Office in the Kingdom of Bahrain must maintain their Head Office in the Kingdom and must conduct their business from their Head Office and approved branches only.October 2010AU-2.2.2
In assessing the location of a
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 theChief Executive - to be resident in Bahrain.October 2010AU-2.3 AU-2.3 Condition 3: Controllers
AU-2.3.1
Licensees must satisfy the CBB that theircontrollers are suitable and pose no undue risks to thelicensee .October 2010AU-2.4 AU-2.4 Condition 4: Board and Employees
AU-2.4.1
As per Article 65(a) of the CBB law, those nominated to carry out
controlled functions must satisfy CBB'sapproved person's requirements.October 2010AU-2.4.2
The definition of
controlled functions is contained in Paragraph AU-1.2, whilst Chapter AU-3 sets out CBB'sapproved persons requirements. Applications forapproved person status must be submitted using the prescribedapproved persons form.October 2010AU-2.4.3
The
licensee's staff, taken together, must collectively provide a sufficient range of skills and experience to manage the affairs of thelicensee in a sound and prudent manner.Licensees must ensure their employees meet any training and competency requirements specified by the CBB.October 2010AU-2.4.4
The CBB's training and competency requirements are contained in Module TC (Training and Competency).
October 2010AU-2.5 AU-2.5 Condition 5: Financial Resources
AU-2.5.1
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 exceed at all times the minimum requirements contained in Module CA (Capital Adequacy), as specified for the license held.October 2010AU-2.6 AU-2.6 Condition 6: Systems and Controls
AU-2.6.1
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 license held.October 2010AU-2.6.2
Licensees must maintain adequate segregation of responsibilities in their staffing arrangements, to protect against the misuse of systems or errors. Such segregation should ensure that no single individual has control over all stages of a transaction.October 2010AU-2.6.3
Licensees must maintain systems and controls that are, in the opinion of the CBB, adequate to address the risks of financial crime occurring in thelicensee . These systems and controls must meet the minimum requirements contained in Module FC (Financial Crime), as specified for the license held.October 2010AU-2.6.4
As part of the licensing approval process, applicants must 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 also be asked to provide an independent assessment of the appropriateness of their systems and controls to the CBB.
October 2010AU-2.7 AU-2.7 Condition 7: External Auditors
AU-2.7.1
As per Article 61 of the CBB Law,
licensees must appoint external auditors, subject to prior CBB approval. The minimum requirements regarding auditors contained in Module AA (Auditors and Accounting Standards) must be met.October 2010AU-2.7.2
Applicants must submit details of their proposed external auditor to the CBB as part of their license application.
October 2010AU-2.8 AU-2.8 Condition 8: Other Requirements
Books and Records
AU-2.8.1
Licensees must 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.Licensees must comply with the minimum record-keeping requirements contained in Module GR. Books of accounts must comply with IFRS standards.October 2010Provision of Information
AU-2.8.2
Licensees must act in an open and cooperative manner with the CBB.Licensees must meet the regulatory reporting and public disclosure requirements contained in Modules BR and PD respectively.October 2010General Conduct
AU-2.8.3
Licensees must conduct their activities in a professional and orderly manner, in keeping with good market practice standards.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.October 2010License Fees
AU-2.8.4
Licensees must comply with any license fee requirements applied by the CBB.October 2010AU-2.8.5
License fee requirements are contained in Chapter AU-5.
October 2010Additional Conditions
AU-2.8.6
Licensees must comply with any other specific requirements or restrictions imposed by the CBB on the scope of their license.October 2010AU-2.8.7
When granting a license, the CBB specifies the regulated services that the
licensee may undertake.Licensees must respect the scope of their license.October 2010AU-2.8.8
In addition, the CBB may vary existing requirements or impose additional restrictions or requirements, beyond those already specified in Volume 5 (Specialised Licensees), to address specific risks.
October 2010AU-3 AU-3 Approved Persons Conditions
AU-3.1 AU-3.1 Condition 1: 'Fit and Proper'
AU-3.1.1
Licensees seeking anapproved person authorisation for an individual, must satisfy the CBB that the individual concerned is 'fit and proper' to undertake thecontrolled function in question.October 2010AU-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-4.3.October 2010AU-3.1.3
Each applicant applying for
approved person status and those individuals occupyingapproved 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 thecontrolled function .Amended: January 2016
October 2010AU-3.1.4
In assessing the conditions prescribed in Rule 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 acontrolled function in onelicensee may not be considered to have sufficient expertise and experience to undertake nominally the samecontrolled function but in a much biggerlicensee .Amended: January 2016
October 2010AU-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.Added: January 2016AU-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.
Added: January 2016AU-3.1.7
Approved persons undertaking acontrolled 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 acontrolled function .Amended: January 2016
October 2010AU-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 thelicensee ; and(c) A person has failed to declare a personal interest that has a material impact in terms of the person's relationship with thelicensee .Amended: January 2016
October 2010AU-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 2016AU-3.2 AU-3.2 [This Section was deleted in January 2016]
Deleted: January 2016AU-3.2.1
[This Paragraph was deleted in January 2016.]
Deleted: January 2016
October 2010AU-3.2.2
[This Paragraph was deleted in January 2016.]
Deleted: January 2016
October 2010AU-3.2.3
[This Paragraph was moved to Paragraph AU-3.1.9 in January 2016.]
Amended: January 2016
October 2010AU-4 AU-4 Information Requirements and Processes
AU-4.1 AU-4.1 Licensing
Application Form and Documents
AU-4.1.1
Applicants for a license must fill in the Application Form 1 (Application for a License) online, available on the CBB website under E-services/online Forms. The applicant must upload scanned copies of supporting documents listed in Rule AU-4.1.4, unless otherwise directed by the CBB.
Amended: July 2019
Amended: April 2018
October 2010AU-4.1.2
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 time-lines.
October 2010AU-4.1.3
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.October 2010AU-4.1.4
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 proposedlicensee (refer to Chapter GR-5 for detailed requirements oncontrollers );(b) A duly completed Form 3 (Application for Approved Person status), for each individual proposed to undertakecontrolled functions (as defined in Rule AU-1.2.2 ) in the proposedlicensee ;(c) A comprehensive business plan for the application, addressing the matters described in AU-4.1.6;(d) Where the applicant is an existing Bahraini company, a copy of the applicant's commercial registration certificate;(e) A certified copy of a Board resolution of the applicant, confirming its decision to seek a CBB money changer license;(f) 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;(g) In the case of applicants not falling under (f) above, copies of the audited financial statements of the applicant's major shareholder (where a legal person), for the three years immediately prior to the date of application;(h) 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 memorandum comply with all applicable capital markets laws and regulations; and(i) A copy of the applicant's memorandum and articles of association (in draft form for applicants creating a new company) addressing the matters described in AU-4.1.8.Amended: April 2011
Amended: January 2011
October 2010AU-4.1.5
The CBB may require that an acceptably worded 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 in control of the licensee.
October 2010AU-4.1.6
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 Board and senior management of the applicant and the proposed organisational structure of the applicant;(d) 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; and(e) 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 adequacy requirements.October 2010AU-4.1.7
In the case of applicants seeking to raise capital (refer to AU-4.1.4(h)), 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 initial proposed total capital.
October 2010AU-4.1.8
The applicant's memorandum and articles of association must explicitly provide for it to undertake the activities proposed in the license application, and must preclude the applicant from undertaking other regulated services, or commercial activities.
October 2010AU-4.1.9
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.
October 2010AU-4.1.10
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.
October 2010AU-4.1.11
Failure to inform the CBB of the changes specified in Rule AU-4.1.10 is likely to be viewed as a failure to provide full and open disclosure of information, and thus a failure to meet licensing condition Rule AU-2.8.2.
October 2010AU-4.1.12
Before the final approval is granted to a licensee, confirmation from a retail bank addressed to the CBB that the
licensee's capital (injected funds) — as specified in the business plan submitted under Rule AU-4.1.4 — has been paid in, must be provided to the CBB.October 2010Licensing Process and Timelines
AU-4.1.13
By law, the 60 day time limit referred to in Paragraph AU-4.1.2 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-4.1.4 have to be provided, before the CBB may issue a license.
October 2010AU-4.1.14
The CBB recognises, however, that applicants may find it difficult to secure suitable senior management (refer AU-4.1.4(b) above) in the absence of preliminary assurances regarding the likelihood of obtaining a license.
October 2010AU-4.1.15
Therefore, applicants may first submit an unsigned Form 1 in draft, together with as many as possible of the items specified in Rule AU-4.1.4. This draft application should contain at least items AU-4.1.4(a); AU-4.1.4(b), with respect to proposed
Directors (but not necessarily senior management); AU-4.1.4(c); AU-4.1.4(d); and AU-4.1.4(f) to AU-4.1.4(i) inclusive.Amended: January 2011
October 2010AU-4.1.16
On the basis of the information specified in Paragraph AU-4.1.15, 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.
October 2010AU-4.1.17
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-4.1.4 and, once assessed as complete by the CBB, a signed and dated final version of Form 1. However, a Bahrain company proposing to undertake financial services activities would not be able to obtain a commercial registration from the Ministry of Industry and Commerce unless they receive the final approval from the CBB.
October 2010AU-4.1.18
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 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 form).
Amended: April 2018
October 2010AU-4.1.19
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 CBB 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.
October 2010AU-4.1.20
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-4.1.21 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).
October 2010Granting or Refusal of License
AU-4.1.21
To be granted a license, an applicant should 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.
Amended: October 2019
October 2010AU-4.1.22
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
October 2010AU-4.1.23
Where the CBB proposes to refuse an application for a license, it will give the applicant 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
October 2010Starting Operations
AU-4.1.24
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 proposedlicensee ;(b) The address in the Kingdom of Bahrain where full business records will be kept;(c) Thelicensee'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 thelicensee's capital — as specified in the business plan submitted under Rule AU-4.1.4 — has been paid in;(h) A copy of thelicensee's professional indemnity insurance policy (see Section GR-7.1);(i) A copy of the applicant's notarized memorandum and articles of association, addressing the matters described in Paragraph AU-4.1.8;(j) A copy of the Ministry of Industry and Commerce commercial registration certificate in Arabic and in English;(k) 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 money changer is licensed by the CBB; and(l) Any other information as may be specified by the CBB.AU-4.1.25
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.AU-4.1.26
The procedures for cancelling licenses are contained in Section AU-4.4.
AU-4.2 AU-4.2 Authorisation of a Branch or Subsidiary
AU-4.2.1
Licensees may open branches in the Kingdom of Bahrain after obtaining the CBB's prior written approval.Licensees are prohibited from opening branches in foreign jurisdictions but may open subsidiaries in such jurisdictions with the CBB prior approval.Amended: April 2011
October 2010Authorisation of a Branch
AU-4.2.2
Unless otherwise directed by the CBB, the following documents must be provided to the CBB in support of an application to open a branch:
(a) A business plan explaining:1) The reasons for applying for a branch, including the applicant's strategy and market objectives; and2) A minimum of three-year financial projection, with all assumptions clearly outlined, demonstrating that the branch will be able to meet all liabilities and obligations;(b) The location of the proposed branch, including the full address;(c) A confirmation that the branch will comply with the minimum security measures for money changerlicensees as specified in Section GR-9.1;(d) Confirmation from the external auditor that thelicensee's capital adequacy is sufficient to support the operation of the branch, in addition to other existing branches (if applicable), at the time of filing the request; and(e) Confirmation from the external auditor that additional capital requirement of BD30,000 (refer to Section CA-1.4), has been deposited in thelicensee's bank account.Amended: April 2011
October 2010Starting Operations of a Branch
AU-4.2.3
Licensees should submit to the CBB confirmation that the authorised branch has commenced operations within 6 months of the authorisation letter.Amended: April 2011
October 2010AU-4.2.4
An application for authorisation of a new branch will not be considered by the CBB unless the written confirmation that the preceding branch is operational, as required in Rule AU-4.2.3 above, has been submitted.
October 2010Authorisation of a Subsidiary
AU-4.2.5
Licensees wishing to establish or acquire a newsubsidiary undertaking must submit to the CBB the following information as part of their request:(a) Proposed name of subsidiary;(b) Country of incorporation;(c) Legal structure;(d) Proposed issued capital;(e) Proposed shareholding structure;(f) Purpose of establishing or acquiring the subsidiary;(g) Draft incorporation documents of the subsidiary;(h) Board resolution approving the establishment or acquisition of the subsidiary; and(i) Any other information or documentation requested by the CBB.Added: April 2011AU-4.3 AU-4.3 Approved Persons
Prior Approval Requirements and Process
AU-4.3.1
Licensees must obtain CBB's prior written approval before a person is formally appointed to acontrolled 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 the Form 3, including previous experience, is accurate. Form 3 is available under Volume 5 Part B Authorisation Forms of the CBB Rulebook.Amended: January 2016
Amended: July 2015
October 2010AU-4.3.2
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 acontrolled function is in relation to an existinglicensee , the Form 3, except if dealing with a MLRO, must be marked for the attention of the Director, Financial Institutions Supervision Directorate. In the case of the MLRO, Form 3 should be marked for the attention of the Director, Compliance Directorate.Amended: April 2018
October 2010AU-4.3.3
When submitting Form 3,
licensees must ensure that the Form 3 is:(a) Submitted to the CBB with a covering letter signed by an authorised representative of thelicensee , seeking approval for the proposedcontrolled 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 thelicensee and all pages stamped with thelicensee's seal.Amended: July 2015
October 2010AU-4.3.3A
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 2015AU-4.3.4
For existing
licensees applying for the appointment of aDirector or theChief Executive /General Manager , the authorised representative should be the Chairman of the Board or aDirector signing on behalf of the Board. For all othercontrolled functions , the authorised representative should be aDirector or theChief Executive /General Manager .October 2010AU-4.3.5
[This Paragraph was deleted in July 2015.]
Deleted: July 2015
October 2010AU-4.3.6
[This Paragraph was moved to AU-4.3.3A in July 2015.]
Amended: July 2015
October 2010Assessment of Application
AU-4.3.6A
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 2015AU-4.3.6B
For purposes of Paragraph AU-4.3.6A,
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 2015AU-4.3.6C
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 the criteria outlined in Paragraph AU-3.1.5. A notice of such refusal is issued by registered mail to the
licensee concerned, setting out the basis for the decision.Amended: January 2016
Added: July 2015AU-4.3.7
[This Paragraph was deleted in January 2016.]
Deleted: January 2016
Amended: July 2015
October 2010Appeal Process
AU-4.3.7A
Licensees or the nominatedapproved persons may, within 30 calendar days of the notification, appeal against the CBB's decision to refuse the application forapproved person status. The CBB shall decide on the appeal and notify thelicensee of its decision within 30 calendar days from submitting the appeal.AU-4.3.7B
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,licensees or the nominatedapproved 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 thelicensee of its decision within 30 calendar days from the date of submitting the appeal.Amended: January 2016
Added: July 2015Notification Requirements and Process
AU-4.3.8AA
Licensees must immediately notify the CBB when anapproved person ceases to hold acontrolled function together with an explanation as to the reasons why (see Paragraph AU-4.4.6). In such cases, theirapproved person status is automatically withdrawn by the CBB.Amended: October 2018
Amended: July 2015
Added: July 2011AU-4.3.8
Licensees must immediately notify the CBB in case of any material change to the information provided in a Form 3 submitted for anapproved person .October 2010AU-4.3.9
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 theirapproved persons .October 2010AU-4.3.9A
Licensees must immediately notify the CBB should they become aware of information that could reasonably be viewed as calling into question an approved person’s compliance with CBB’s ‘fit and proper’ requirement (see AU3.1).Added: January 2021Change in Controlled Function
AU-4.3.10
Licensees must seek prior CBB approval before anapproved person may move from onecontrolled function to another within the samelicensee .October 2010AU-4.3.11
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 anapproved person is moving to acontrolled function at anotherlicensee , the firstlicensee should notify the CBB of that person's departure (see Rule AU-4.4.6), and the newlicensee should submit a request for approval under Rule AU-1.2.1.October 2010AU-4.4 AU-4.4 Cancellation of Authorisation
Voluntary Surrender of a License or Closure of Branch
AU-4.4.1
In accordance with Article 50 of the CBB Law,
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, Financial Institutions Supervision, setting out in full the reasons for the request and how the business is to be wound up.Amended: April 2012
October 2010AU-4.4.2
Licensees must satisfy the CBB that theircustomers' interests are to be safeguarded during and after the proposed cancellation. The requirements contained in Chapter GR-6 regarding cessation of business must be satisfied.October 2010AU-4.4.3
Failure to comply with Rule AU-4.4.1 may constitute a breach of Article 50(a) of the CBB Law. The CBB will only approve such a request where it has no outstanding regulatory concerns and any relevant
customer interests would not be prejudiced. A voluntary surrender of a license will not be accepted where it is aimed at preempting supervisory actions by the CBB. A voluntary surrender will only be allowed to take effect once thelicensee , in the opinion of the CBB, has discharged all its regulatory responsibilities tocustomers .October 2010Cancellation of a License by the CBB
AU-4.4.4
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 ofcustomers or creditors of thelicensee require 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 thelicensee's right to appeal the formal notice of cancellation issued by the CBB.Amended: April 2012
October 2010AU-4.4.4A
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: January 2013
Added: April 2012AU-4.4.4B
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 toclients . Until such time, the CBB will retain all its regulatory powers towards thelicensee and will direct thelicensee so that no newregulated money changer services may be undertaken whilst thelicensee discharges its obligations to itsclients .Added: April 2012AU-4.4.5
Licensees wishing to cancel an authorisation for a branch must obtain the CBB's written approval, before ceasing the activities of the branch.
October 2010Cancellation of Approved Person Status
AU-4.4.6
In accordance with Paragraphs AU-4.3.8AA and BR-2.2.11,
licensees must promptly notify the CBB in writing when a person undertaking acontrolled function will no longer be carrying out that function. If acontrolled function falls vacant, thelicensee must appoint a permanent replacement (after obtaining CBB approval), within 120 calendar days of the vacancy occurring. Pending the appointment of a permanent replacement, thelicensee must make immediate interim arrangements to ensure continuity of the duties and responsibilities of thecontrolled function affected, provided that such arrangements do not pose a conflict of duties. These interim arrangements must be approved by the CBB.Amended: October 2018
Amended: July 2015
Amended: July 2011
October 2010AU-4.4.7
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.
October 2010AU-4.4.8
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.
October 2010AU-4.5 AU-4.5 Publication of the Decision to Grant, Cancel or Amend a License
AU-4.5.1
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 2017AU-4.5.2
For the purposes of Paragraph AU-4.5.1, the cost of publication must be borne by the Licensee.
Added: July 2017AU-4.5.3
The CBB may also publish its decision on such cancellation or amendment using any other means it considers appropriate, including electronic means.
Added: July 2017AU-5 AU-5 License Fees
AU-5.1 AU-5.1 License Application Fees
AU-5.1.1
Applicants seeking a
Money Changer license from the CBB must pay a non-refundable license application fee of BD 100 at the time of submitting their formal application to the CBB.October 2010AU-5.1.2
There are no application fees for those seeking
approved person status.October 2010AU-5.2 AU-5.2 Annual License Fees
AU-5.2.1
Licensees must pay the relevant annual license fee to the CBB, on 1st December of the preceding year for which the fee is due.Amended: July 2013
October 2010AU-5.2.2
The relevant fees are specified in Rule AU-5.2.3 below. The fees due on 1st December are those due for the following calendar year, but 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), is calculated using the audited financial statements for 2012, assuming a 31st December year end. Where a
licensee does not operate its accounts on a calendar-year basis, then the most recent audited financial statements available are used instead.Amended: July 2013
October 2010AU-5.2.3
The variable annual license fee payable by
licensees is 0.25% of theirrelevant operating expenses , subject to a minimum ('floor') of BD 300 and a maximum ('cap') of BD 6,000.Amended: July 2013
October 2010AU-5.2.4
Relevant operating expenses are defined as the total operating expenses of thelicensee concerned, as recorded in the most recent audited financial statements available, subject to the adjustments specified in Rule AU-5.2.5.October 2010AU-5.2.5
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-executiveDirectors ' remuneration.October 2010AU-5.2.6
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.
October 2010AU-5.2.7
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.October 2010AU-5.2.8
Licensees must complete and submit Form ALF (Annual License Fee) to the CBB, no later than 15th October of the preceding year for which the fees are due.Amended: July 2013
October 2010AU-5.2.8A
All
licensees are subject to direct debit for the payment of the annual fee and must complete and submit to the CBB a Direct Debit Authorisation Form by 15th September available under Part B of Volume 5 (Specialised Licensees) CBB Rulebook on the CBB Website.Added: July 2013
AU-5.2.9
For new
licensees , the first annual license fee is payable when the license is issued by the CBB. The amount payable is the floor amount of BD 300.October 2010AU-5.2.9A
For the first full year of operation for
licensees , thelicensee would calculate its fee as the floor amount. For future years, thelicensee would submit a Form ALF by 15th October of the preceding year for which the fees are due and calculate its fee using its last audited financial statements (or alternative arrangements as agreed with CBB, should its first set of accounts cover an 18-month period).Added: July 2013
AU-5.2.10
Where a license 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.
October 2010AU-5.2.11
Licensees failing to comply with this Section may be subject to financial penalties for date sensitive requirements as outlined in Section EN-5.3A or may have their licenses withdrawn by the CBB.Added: July 2013
HC HC Money Changers High-Level Controls Module
HC-A HC-A Introduction
HC-A.1 HC-A.1 Purpose
Executive Summary
HC-A.1.1
This Module contains requirements that have to be met by
licencees with respect to:(a) The role and composition of their Boards and Board committees; and(b) Related high-level controls and policies.October 2010HC-A.1.2
These requirements specify minimum good practice standards, with regards to the function and responsibilities of Boards, their composition and size, and required standards of attendance and frequency of meetings. It also specifies basic requirements with respect to establishing policies and procedures that address the segregation of duties, internal audit and compliance arrangements, and the
licensee's approach to remuneration and corporate ethics.October 2010HC-A.1.3
This Module supplements various provisions relating to corporate governance contained in Legislative Decree No. 21 of 2001, with respect to promulgating the Commercial Companies Law ('Commercial Companies Law 2001'). In case of conflict, the Commercial Companies Law shall prevail. Compliance with this Module does not guarantee compliance with the Commercial Companies Law.
October 2010Legal Basis
HC-A.1.4
This Module contains the Central Bank of Bahrain's ('CBB') Directive (as amended from time to time) regarding High-level Control requirements applicable to
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'). Requirements regardingMoney Changer licensees are also included in the Regulation Organising Money Changing Business, issued in 1994 and included in this Module.Amended: January 2011
October 2010HC-A.1.5
For an explanation of the CBB's rule-making powers and different regulatory instruments, see section UG-1.1.
October 2010HC-A.2 HC-A.2 Module History
Evolution of the Module
HC-A.2.1
This Module was first issued in October 2010. 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.
HC-A.2.2
A list of recent changes made to this Module is provided below:
Module Ref. Change Date Description of Changes HC-A.1.4 01/2011 Clarified legal basis. Module HC 04/2016 Module updated to be in line, where applicable, to other Volumes of the CBB Rulebook. HC-2.3 and HC-2.4 07/2016 Clarified application of Rules for overseas licensees. HC-1.1.5 01/2020 Amended Paragraph on policy and procedures approval. HC-4.2 04/2020 Added a new Section on Standard for all Remuneration. HC-4.2.1 04/2020 Added a new Paragraph on KPIs compliance with AML/CFT requirements. Superseded Requirements
HC-A.2.3
This Module supersedes the following provisions contained in circulars or other regulatory requirements:
Document Ref. Document Subject BSD/D(111)3179 Regarding nomination of Senior Liaison Officer. BC/11/98 Appointment of Approved Persons October 2010Monitoring and Enforcement of Module HC
HC-A.2.4
Disclosure and transparency are underlying principles of Module HC. Disclosure is crucial to allow outside monitoring of functions effectively. This Module looks to a combined monitoring system relying on the Board, the
money changer licensee's shareholders and the CBB.April 2016HC-A.2.5
It is the Board's responsibility to see to the accuracy and completeness of the
money changer 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).April 2016HC-B HC-B Scope of Application
HC-B.1 HC-B.1 Scope of Application
HC-B.1.1
The content of this Module applies to all
Money Changer licensees authorised in the Kingdom of Bahrain, thereafter referred to in this Module aslicensees .October 2010HC-1 HC-1 The Board
HC-1.1 HC-1.1 Functions and Responsibilities
General Requirements
HC-1.1.1
Licensees must have a Board ofDirectors ('the Board').Amended: April 2016
October 2010HC-1.1.1A
The directors are ultimately accountable and 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
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 andsenior management .April 2016HC-1.1.2
To discharge its responsibility effectively, a Board typically delegates various functions and tasks, for instance to Board sub-committees, management and other employees. When it delegates, the Board nonetheless retains ultimate responsibility for the performance of those functions and tasks.
October 2010HC-1.1.2A
The
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.April 2016Specific Requirements
HC-1.1.3
The Board must establish and maintain a statement of its responsibilities, defining its functions and tasks and those delegated to Board sub-committees and senior management. This statement must be clearly communicated to Board members and senior management.
October 2010HC-1.1.4
For the purposes of HC-1.1.3, the CBB expects
licensees to maintain detailedmandates for Boards and sub-committees. Thesemandates should be reviewed periodically by the Board. Depending on the size and complexity of thelicensee concerned, the CBB also expects the Board to operate appropriate sub-committees.Amended: April 2016
October 2010HC-1.1.5
The Board must approve and review at least annually the
licensee's :(a) Strategic plans;(b) Management structure and responsibilities; and(c) Systems and controls framework (including its policies).Amended: January 2020
Added: October 2010HC-1.1.6
The Board must also regularly review:
(a) Thelicensee's implementation of its strategy and operational performance;(b) The performance of its executive management; and(c) The level of risk.October 2010HC-1.1.7
The Board must set out clearly and review on a regular basis who has authority to commit the
licensee to contractual obligations. The Board must 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 must consider the financial impact the contractual obligations may have in relation to its capital.October 2010HC-1.1.8
The Board must must establish and disseminate to employees 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 thelicensee's assets; and(c) The use of privileged information for personal advantage ('insider trading').Amended: April 2016
October 2010HC-1.1.9
The Board and its members must act with honesty, integrity, due skill and care, and in the best interests of the
licensee , itsshareholders andcustomers .October 2010HC-1.1.10
In assessing compliance with Paragraph HC-1.1.9, the CBB will take into account all actions of the Board and its members. The interest of the
licensee includes thelicensee's continued compliance with all relevant rules and regulations, and the interests of employees,customers and other stakeholders. The interest ofshareholders includes the current and future value of thelicensee , its status as a going concern, transparency and disclosure of information to the market.October 2010HC-1.1.11
The Board must oversee the process of disclosure to all stakeholders. The Board must ensure that the
licensee's communications are fair, transparent, comprehensive and timely.October 2010HC-1.1.12
The CBB expects the Board to have effective policies and processes in place for:
(a) Approving and reviewing at least annually the overall business performance and strategy for thelicensee ;(b) Causing financial statements to be prepared which accurately disclose thelicensee's financial position;(c) Ensuring a formal and transparent Board nomination process;(d) Convening and preparing the agenda for shareholder meetings;(e) Monitoring conflicts of interest and preventing abusive related party transactions;(f) Appointing senior managers, after assessing that they have the necessary integrity, technical and managerial competence, and experience;(g) 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 thelicensee 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.Amended: April 2016
October 2010HC-1.1.13
In assessing the systems and controls framework (see Paragraph HC-1.1.5), the CBB would expect the Board to be able to demonstrate that the
licensee's operations, individually and collectively:(a) Are measured, monitored and controlled by appropriate, effective and prudent risk management systems commensurate with the scope of thelicensee'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. The internal audit function should be independent of the senior management, reporting to the Board. The Board should ensure that the external audit firm and its partners are truly independent of thelicensee and have no financial or other relationship with thelicensee . Audit findings should be used as an independent check on the information received from management about thelicensee's operations and performance and the effectiveness of internal controls.Amended: April 2016
October 2010HC-1.2 HC-1.2 Composition
HC-1.2.1
The Memorandum and Articles of Association of
licensees must adequately set out procedures for the appointment, removal and retirement ofDirectors .October 2010HC-1.2.2
These should, amongst other things, include procedures for removing
Directors in case of non-attendance or other failure to discharge properly their responsibilities as companyDirectors .October 2010HC-1.2.2A
The Board should have a minimum of 3 members, as agreed with the CBB.
April 2016HC-1.2.3
To fulfil its responsibilities outlined in Section HC-1.1, the Board of
licensees must periodically assess its composition and size and, where appropriate, reconstitute itself and its committees by selecting newDirectors to replace long-standing members or those members whose contributions to thelicensee or its committees is not adequate.October 2010HC-1.2.4
The Board must ensure that collectively it has sufficient expertise to understand the important issues relating to the operation and control of its company.
October 2010HC-1.2.5
It is not expected that every Board member is proficient in all areas, but collectively the Board is expected to have the required expertise. There should also be agreed upon procedures by the Board for
Directors to take independent advice if necessary at thelicensee's expense. CBB also expects Board members to undertake relevant training on a regular basis to help them fulfill their responsibilities asDirectors .October 2010HC-1.2.6
The appointment of Board members is conditional on the approval of the CBB. (See Section AU-1.2).
October 2010HC-1.2.7
A Board member may have a maximum of two Directorships of financial institutions inside Bahrain. However, two Directorships of
licensees within the same type oflicensees would not be permitted.Licensees may approach the CBB for exemption from this limit where the Directorships concern financial institutions within the samegroup .Amended: April 2016
October 2010HC-1.2.8
Unless otherwise agreed with the CBB, the chairman and/or deputy chairman must not be the same person as the
CEO orgeneral manager .April 2016HC-1.3 HC-1.3 Meetings and Attendance
HC-1.3.1
The Board must meet sufficiently often to enable it to discharge its responsibilities effectively, taking into account the
licensee's scale and complexity.October 2010HC-1.3.2
The CBB expects that the scale and complexity of most
licensees will require meetings to be held at least quarterly. For the larger, most complexlicensees , more frequent Board meetings may be more appropriate.October 2010HC-1.3.2A
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.
April 2016HC-1.3.2B
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 April 2016HC-1.3.2C
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).
April 2016HC-1.3.2D
In the event that a Board member has not attended at least 75% of Board meetings in any given financial year, the
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.April 2016HC-1.3.2E
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. In instances where telephonic or videoconference meetings are held,
licensees are encouraged to amend their Articles of Association to provide for such meetings. Participation in board meetings by means of video or telephone conferencing is regarded as attendance and may be recorded as such.April 2016HC-1.3.3
Board rules must require members to step down if they are not actively participating in Board meetings.
October 2010HC-1.3.4
The CBB expects Board members who fail to attend at least three-quarters of all Board meetings in any twelve-month period to step down, unless the Board is able to satisfy the CBB that there are valid reasons for the
Director concerned to remain a Board member.October 2010HC-1.3.5
At least half the Board meetings of
licensees in any twelve-month period must be held in the Kingdom of Bahrain.October 2010HC-1.3.5A
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.
April 2016HC-1.3.6
The Board must maintain adequate records of its meetings, such that key decisions and how they are arrived at can be traced.
Amended: April 2016
October 2010HC-1.4 HC-1.4 Directors' Communication with Management
HC-1.4.1
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 or general manager (as the case may be) believes should have exposure to the directors.
April 2016HC-2 HC-2 Approved Persons Loyalty
HC-2.1 HC-2.1 Personal Accountability
HC-2.1.1
The Board and its members must act with honesty, integrity, due skill and care, and in the best interests of the
licensee , itsshareholders andclients .Amended: April 2016
October 2010HC-2.1.2
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 thelicensee's continued compliance with all relevant rules and regulations, and the interests of employees, clients and other stakeholders. The interest ofshareholders includes the current and future value of thelicensee , its status as a going concern, transparency and disclosure of information to the market. The interest of clients includes ensuring that thelicensee fulfils its obligations under itsterms of business and treats all clients fairly and pays equal regard to the interests of all clients.Amended: April 2016
October 2010HC-2.1.3
Each member of the board must understand that under the Company Law he is personally accountable to the
licensee and the shareholders if he violates his legal duty of loyalty to thelicensee , and that he can be personally sued by thelicensee or the shareholders for such violations.Amended: April 2016
October 2010HC-2.1.4
The duty of loyalty includes a duty not to use property of the licensee for his personal needs as though it was his own property, not to disclose confidential information of the licensee or use it for his personal profit, and to serve the licensee's interest in any transactions with the company in which he has a personal interest.
April 2016HC-2.1.5
For purposes of Paragraph HC-2.1.4, an approved person is 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.)
April 2016HC-2.1.6
A
licensee's Board must establish and disseminate to all employees of thelicensee a corporate code of conduct.April 2016HC-2.1.7
The code of conduct must establish standards by giving examples or expectations as regards:
(a) Honesty;(b) Integrity;(c) The avoidance or disclosure of conflicts of interest;(d) Maintaining confidentiality;(e) Professionalism;(f) Commitment to the law and best practices; and(g) Reliability.April 2016HC-2.1.8
A Board must ensure that policies and procedures are in place to ensure that necessary customer confidentiality is maintained.
April 2016HC-2.2 HC-2.2 Segregation of Duties/Avoidance of Conflicts of Interest
HC-2.2.1
Licensees must maintain an organisational structure that segregates duties in order to minimise the risk of conflicts of interest arising.Amended: April 2016
October 2010HC-2.2.2
Each
approved person must make every practicable effort to arrange his personal and business affairs to avoid a conflict of interest with thelicensee .Amended: April 2016
October 2010HC-2.2.3
Board members must absent themselves from any discussion or decision-making that involves a subject where they are incapable of providing objective advice, or which involves a subject, transaction or proposed transaction where there is a potential conflict of interest.
Amended: April 2016
October 2010HC-2.3 HC-2.3 Disclosure of Conflicts of Interest
HC-2.3.1
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 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.
Amended: April 2016
October 2010HC-2.3.2
Board members must declare annually in writing all of their interests (and those of their family) in other enterprises or activities (whether as a Director, shareholder, senior executive or other form of participation) to the Board (or appropriate Board sub-Committee).
Amended: April 2016
October 2010HC-2.3.3
Bahraini licensees must have in place a board approved policy on the employment of relatives ofapproved persons and a summary of such policy must be disclosed in the annual report of theBahraini licensee .Amended: July 2016
Amended: April 2016
October 2010HC-2.3.4
Overseas licensees must have in place a policy on the employment of relatives ofapproved persons pertaining to their Bahrain operations.Added: July 2016HC-2.4 HC-2.4 Disclosure of Conflicts of Interest to Shareholders
HC-2.4.1
The
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.Amended: April 2016
October 2010HC-2.4.2
The
chief executive /general manager of theBahraini licensee must disclose to the board of directors on an annual basis those individuals who are occupyingcontrolled functions and who are relatives of anyapproved persons within theBahraini licensee .Amended: July 2016
Amended: April 2016
October 2010HC-2.4.3
The
chief executive /general manager of theoverseas licensees must disclose to a designated officer at its head office or regional manager on an annual basis those individuals who are occupyingcontrolled functions and who are relatives of anyapproved persons within theoverseas licensee .Added: July 2016HC-3 HC-3 Financial Statements Certification
HC-3.1 HC-3.1 Internal Control
HC-3.1.1
The Board must have rigorous controls for financial audit and reporting, internal control, and compliance with law.
April 2016HC-3.1.2
To encourage management accountability for the financial statements required by the directors, the
licensee's CEO orgeneral manager and chief financial officer must state in writing to the Board as a whole that thelicensee's interim and annual financial statements present a true and fair view, in all material respects, of thelicensee's financial condition and results of operations in accordance with applicable accounting standards.April 2016HC-4 HC-4 Remuneration
Alignment of All Staff Remuneration with Compliance with AML/CFT Requirements
HC-4.1 HC-4.1 Remuneration Policies
HC-4.1.1
The review of
Directors' remuneration must be a standing item on thelicensee's Annual General Meeting agenda, and must be considered byshareholders at every Annual General Meeting.Directors' remuneration (including pension and severance arrangements) and bonuses must be clearly disclosed in the annual financial statements.April 2016HC-4.1.2
Directors' remuneration should also comply with all applicable laws, such as Legislative Decree No. 21 of 2001 (and its amendments), with respect to promulgating the Commercial Companies Law.April 2016HC-4.2 Standard for all Remuneration
HC-5 HC-5 Management Structure
HC-5.1 HC-5.1 Establishment of Management Structure
HC-5.1.1
The Board must approve and review at least annually the
licensee's management structure and responsibilities.April 2016HC-5.1.2
The Board must appoint
senior management whose authority must include management and operation of current activities of thelicensee , reporting to and under the direction of the Board. Thesenior managers must include at a minimum:(a) ACEO orgeneral manager ;(b) A chief financial officer;(c) An internal auditor (see HC-5.4 and AU-1.2); and(d) A compliance officer (see HC-5.5 and AU-1.2).and must also include such other
approved persons as the Board considers appropriate and as a minimum must include persons occupyingcontrolled functions as outlined in Paragraph AU-1.2.2.April 2016HC-5.1.3
The
licensee may appoint a corporate secretary. Whenever practical, the corporate secretary should be a person with legal or similar professional experience and training. The corporate secretary's duties include:(a) 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(b) Reviewing thelicensee's procedures and advising the Board directly on such matters.April 2016HC-5.2 HC-5.2 Titles, Authorities, Duties and Reporting Responsibilities
HC-5.2.1
Licensees must maintain clearly documented and communicated staff responsibilities and reporting lines.April 2016HC-5.2.2
For the purposes of Rule HC-5.2.1,
licensees should maintain and document their delegated authority structure as well as written terms of reference for staff positions.April 2016HC-5.2.3
The Board must adopt by-laws prescribing each
senior manager's title, authorities, duties and internal reporting responsibilities. This must be done in consultation with theCEO orgeneral manager , to whom the othersenior managers should normally report.April 2016HC-5.2.4
These provisions must include but should not be limited to the following:
(a) TheCEO orgeneral manager must have authority to act generally in thelicensee's name, representing thelicensee's interests in concluding transactions on thelicensee's behalf and giving instructions to othersenior managers andlicensee employees;(b) The chief financial officer must be responsible and accountable for:(i) The complete, timely, reliable and accurate preparation of thelicensee's financial statements, in accordance with the accounting standards and policies of thelicensee (see HC-3.1.2); and(ii) Presenting the Board with a balanced and understandable assessment of thelicensee's financial situation;(c) The internal auditor's (see HC-5.4) duties must include providing an independent and objective review of the efficiency of thelicensee's operations. This would include a review of the accuracy and reliability of thelicensee's accounting records and financial reports as well as a review of the adequacy and effectiveness of thelicensee's risk management, control, and governance processes; and(d) The compliance officer's (see HC-5.5) duties include maintaining 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 they are subject.April 2016HC-5.2.5
The Board should also specify any limits which it wishes to set on the authority of the
CEO orgeneral manager or othersenior managers , such as monetary maximums for transactions which they may authorize without separate Board approval.April 2016HC-5.2.6
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 orgeneral manager , 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 theCEO orgeneral manager .April 2016HC-5.3 HC-5.3 Chief Executive/General Manager
HC-5.3.1
Licensees must appoint a person to undertake the function ofChief Executive orGeneral Manager .April 2016HC-5.3.2
The
Chief Executive orGeneral Manager (as appropriate), is responsible for the executive management and performance of thelicensee , within the framework of delegated authorities set by the Board. The function ofChief Executive orGeneral Manager is acontrolled function , and the person nominated to that post therefore requires prior CBB approval (see Module AU (Authorisation)).April 2016HC-5.3.3
Residency requirements apply to
Chief Executives andGeneral Managers (see Section AU-2.2.)April 2016HC-5.4 HC-5.4 Internal Audit
HC-5.4.1
Unless otherwise agreed with the CBB,
licensees must establish an internal audit function to monitor the adequacy of their systems and controls.April 2016HC-5.4.2
The CBB would normally expect larger
licensees to maintain the internal audit function within the organisation. The CBB will however consider allowing smalllicensees to outsource part or all of their internal audit function to third party providers.April 2016HC-5.4.3
Licensees may outsource part or all of their internal audit function, after obtaining the prior approval of the CBB. The outsourcing arrangements must provide for an adequate level of scrutiny of thelicensee , and must comply with the requirements contained in Section RM-2.4. Alicensee cannot outsource its internal audit function to its external auditor.April 2016HC-5.4.4
Prior approval from the CBB is required for significant outsourcing arrangements, including all outsourcing of internal audit. Note that in all such cases, the
licensee retains ultimate responsibility for the adequacy of its outsourcing function, and is required to identify the person within thelicensee responsible for internal audit: this person should be anapproved person (see Section AU-1.2 and Chapter RM-2).April 2016HC-5.4.5
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.April 2016HC-5.4.6
Paragraph HC-5.4.5 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 .April 2016HC-5.4.7
Internal audit functions must report directly to the Board. They must have unrestricted access to all the appropriate records of the
licensee . They must have open and regular access to the Board, theChief Executive orgeneral manager , and thelicensee's external auditor.April 2016HC-5.4.8
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 function should be a senior and experienced employee. Internal audit functions must not perform other activities that compromise their independence.April 2016HC-5.4.9
The CBB would expect to see in place a formal audit plan that:
(a) Is reviewed and approved at least annually by the Board;(b) Is risk-based, with an appropriate scoring system; and(c) Covers all material areas of alicensee's operations over a reasonable timescale.April 2016HC-5.4.10
Internal Audit reports should also be:
(a) Clear and prioritised, with action points directed towards identified individuals;(b) Timely; and(c) Distributed to the Board and appropriate senior management.April 2016HC-5.4.11
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.April 2016HC-5.5 HC-5.5 Compliance
HC-5.5.1
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 they are subject.April 2016HC-5.5.2
Depending on the nature, scale and complexity of its business, a
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 thelicensee's relevant records; and(d) Have ultimate recourse to the Board.April 2016HC-5.5.3
Licensees must designate an employee, of appropriate standing and resident in Bahrain, asCompliance Officer . The duties of theCompliance Officer include:(a) Having responsibility for oversight of thelicensee's compliance with the requirements of the CBB; and(b) Reporting to thelicensee's Board in respect of that responsibility.April 2016HC-5.5.4
The
Compliance Officer is acontrolled function and the requirements relating toapproved persons must be met (see Chapter AU-1.2). If the scale and nature of thelicensee's operations are limited, then the individual who performs the function ofCompliance Officer may also take on other responsibilities, providing this does not create a potential conflict of interest. The compliance function may not be combined with the internal audit function or any operational function as they are incompatible and may create a conflict of interest.April 2016GR GR Money Changers General Requirements Module
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 generally applicable. These include requirements on books and records; on the use of corporate and trade names; on
controllers andclose links, on security measures, counterfeit currency detection measures and loans extended to related parties.October 2010Legal 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
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'). Requirements regarding controllers (see Chapter GR-5) also included in Regulations, to be issued by the CBB. Requirements regardingMoney Changer Licensees are also included in the Regulation Organising Money Changing Business, issued in 1994 and included in this Module.Amended: January 2011
October 2010GR-A.1.3
For an explanation of the CBB's rule-making powers and different regulatory instruments, see section UG-1.1.
October 2010GR-A.2 GR-A.2 Module History
Evolution of Module
GR-A.2.1
This Module was first issued in October 2010 by the CBB. 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.
GR-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 GR-A.1.2 01/2011 Clarified legal basis. GR-2.1.1 01/2011 Clarified Rule regarding money in transfer. GR-7.1.2 01/2011 Clarified Guidance. GR-5.3.1A 04/2011 New Rule added for suitability of controllers. GR-9.1 07/2011 Several amendments made to be in line with other Volumes of the CBB Rulebook. GR-5.3.1 04/2012 Amended to be in line with other Volumes of the CBB Rulebook. GR-6 04/2012 Clarified language on cessation of business to be in line with other Volumes of the CBB Rulebook. GR-11.1 and GR-11.1.1A 01/2013 Clarified Rules and added Guidance dealing with credit facilities extended to related parties. GR-1.1.3 04/2013 Corrected reference to 'transaction' records. GR-7.1.4 10/2014 Added due date for Insurance Coverage Form GR-6.1.11 10/2016 Added an additional requirement for cessation of business to be consistent with other Volumes of the CBB Rulebook. GR-5.1.4 01/2017 Consistency of notification timeline rule on controllers with other Volumes of the CBB Rulebook. GR-1.2.1 07/2017 Amended paragraph according to the Legislative Decree No. (28) of 2002. GR-1.2.2 07/2017 Deleted paragraph. GR-4.1.3 10/2017 Added additional requirements to submit when requesting no-objection letter for proposed dividends. GR-1.1.1 10/2018 Amended Paragraph to be consistent with other Volumes. GR-5.1.1A 04/2019 Added a new Paragraph on exposure to controllers. GR-5.1.1B 04/2019 Added a new Paragraph on exposure to controllers. GR-1.2.1 01/2020 Amended Paragraph. GR-6.1.6 04/2020 Amended Paragraph. GR-6.1.11 04/2020 Amended Paragraph. GR-3.1.1 01/2022 Amended Paragraph on change in licensee corporate and legal name. GR-3.1.2 01/2022 Amended Paragraph on change to licensee legal name. Superseded Requirements
GR-A.2.3
This Module supersedes the following provisions contained in circulars or other regulatory instruments:
Circular Ref. Subject BS/07/2004 Record-keeping requirements. BC/24/1999 Accounts of Money Changers. BS/08/2004 Controllers of, and holdings and transfers of significant ownership or controlling interests in, Agency licensees OD/080/2007 Directives on Measures to Detect Counterfeit Currency FIS/C/001/2005 Security Measures for Money Changers ODG/118/2004 Review of Security Measures BC/6/99 Requirement of Bank Guarantee October 2010GR-B GR-B Scope of Application
GR-B.1 GR-B.1 Scope of Application
GR-B.1.1
The scope of application of Module GR (General Requirements) applies to all
Money Changer Licensees , thereafter referred to in this Module aslicensees .October 2010GR-1 GR-1 Books and Records
GR-1.1 GR-1.1 General Requirements
GR-1.1.1
In accordance with Articles 59 and 60 of the CBB Law, all
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 alicensee . These records must be maintained for at least 10 years according to Article 60 of the CBB Law.Amended: October 2018
October 2010GR-1.1.2
GR-1.1.1 includes accounts, books, files and other records (e.g. trial balance, general ledger, nostro/vostro statements, reconciliations, list of counterparties). It also includes records that substantiate the value of the assets and liabilities activities of the
licensee .October 2010GR-1.1.3
Bahrain Law currently requires other transaction records to be retained for at least 5 years (see Ministerial Order No. 23 of 2002, made pursuant to Amiri Decree Law No. 4 of 2001).
Amended: April 2013
October 2010GR-1.1.4
Unless otherwise agreed to by the CBB in writing, records must be kept in either English or Arabic. Any records kept in languages other than English or Arabic 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 thelicensee by the CBB.October 2010GR-1.1.5
Translations produced in compliance with Rule GR-1.1.4 may be undertaken inhouse, by an employee or contractor of the
licensee , provided they are certified by an appropriate officer of thelicensee .October 2010GR-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.
October 2010GR-1.1.7
Where older records have been archived, the CBB may accept that records be accessible within a reasonably short time frame (e.g. within 5 business days), instead of immediately.
October 2010GR-1.2 GR-1.2 Transaction Records
GR-1.2.1
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 terminated). Records of terminated 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
Added: October 2010GR-1.2.2
[This Paragraph has been deleted in July 2017].
Deleted: July 2017
October 2010GR-1.3 GR-1.3 Other Records
Corporate Records
GR-1.3.1
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 ofshareholders ',Directors ' and management meetings;(c) Correspondence with the CBB and records relevant to monitoring compliance with CBB requirements;(d) Reports prepared by thelicensee's internal and external auditors; and(e) Employee training manuals and records.October 2010Customer Records
GR-1.3.2
Record-keeping requirements with respect to
customer records, includingcustomer identification and due diligence records, are contained in Module FC (Financial Crime).October 2010GR-2 GR-2 Money in Transfer
GR-2.1 GR-2.1 Money in Transfer
GR-2.1.1
All remittances must be pre-funded. In instances where remittances are not pre-funded, they must be channelled through a designated customer account at a
retail bank in the Kingdom of Bahrain. No claims by thelicensee can be made against this account.Amended: January 2011
October 2010GR-3 GR-3 Corporate and Trade Names
GR-3.1 GR-3.1 Vetting of Names
GR-3.1.1
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
Added: October 2010GR-3.1.2
In approving a change to 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.
Amended: January 2022
Added: October 2010GR-4 GR-4 Dividends
GR-4.1 GR-4.1 CBB Prior Approval
GR-4.1.1
Licensees must obtain the CBB's prior written approval to any dividend proposed to be distributed to the shareholders, before announcing the proposed dividend by way of press announcement or any other means of communication and prior to submitting a proposal for a distribution of profits to a shareholder vote.October 2010GR-4.1.2
The CBB will grant approval where it is satisfied that the level of dividend proposed is unlikely to leave the
licensee vulnerable — for the foreseeable future — to breaching the CBB's financial resources requirements, taking into account (as appropriate) trends in thelicensee's business volumes, expenses and performance.October 2010GR-4.1.3
To facilitate the prior approval required under Paragraph GR-4.1.1,
licensees subject to Paragraph GR-4.1.1 must provide the CBB with:(a) Thelicensee's intended percentage and amount of proposed dividends for the coming year;(b) A letter of no objection from thelicensee's external auditor on such profit distribution; and(c) A detailed analysis of the impact of the proposed dividend on the capital adequacy requirements outlined in Module CA (Capital Adequacy) and the liquidity position of the licensee.Amended: October 2017
October 2010GR-5 GR-5 Controllers
GR-5.1 GR-5.1 Key Provisions
GR-5.1.1
Licensees must obtain prior approval from the CBB for any of the following changes to theircontrollers (as defined in Section GR-5.2):(a) A newcontroller ;(b) An existingcontroller increasing its holding from below 20% to above 20%;(c) An existingcontroller increasing its holding from below 50% to above 50%; and(d) An existingcontroller reducing its holding from above 50% to below 50%.October 2010GR-5.1.1A
Licensees must not incur or otherwise have an exposure (either directly or indirectly) to theircontrollers , includingsubsidiaries andassociated companies of suchcontrollers .Added: April 2019GR-5.1.1B
For the purpose of Paragraph GR-5.1.1A,
licensees that already have an exposure tocontrollers 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 2019GR-5.1.2
Articles 52 to 56 of the CBB Law require notification to the CBB of all
controllers oflicensees and of listed companies; it further gives the CBB the right to refuse approval ofcontrollers if deemed damaging to the interests of the market, customers, or in contravention of the criteria set by the CBB.October 2010GR-5.1.3
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. Notification must be made by the
controller or intendedcontroller , and by thelicensee where it is aware of the change.October 2010GR-5.1.4
If, as a result of circumstances outside the
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, thelicensee must notify the CBB no later than 15 calendar days from the date on which those changes have occurred.Amended: January 2017
October 2010GR-5.1.5
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 thelicensee or its customers, and is not damaging to the interests of the market, as defined in the suitability criteria forcontrollers , contained in Section GR-5.3.October 2010GR-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.October 2010GR-5.1.7
The approval process is specified in Section GR-5.4.
October 2010GR-5.2 GR-5.2 Definition of Controller
GR-5.2.1
A
controller of alicensee is a natural or legal person who, either alone or with his associates:(a) Holds 10% or more of the shares in thelicensee ('L'), or is able to exercise (or control the exercise of) more than 10% of the voting power in L;(b) Holds 10% or more of the shares in aparent undertaking ('P') of L, or is able to exercise (or control the exercise of) more than 10% of the voting power in P; or(c) Is able to exercise significant influence over the management of L or P.October 2010GR-5.2.2
For the purposes of Paragraph GR-5.2.1, 'associate' includes:
(a) In the case of natural persons, a member of thecontroller's family ;(b) An undertaking of which acontroller is aDirector ;(c) A person who is an employee or partner of thecontroller ; or(d) If thecontroller is a corporate entity, aDirector of thecontroller , a subsidiary of thecontroller , or aDirector of any subsidiary undertaking of thecontroller .October 2010GR-5.2.3
Associate also includes 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 thelicensee , or under which they undertake to act together in exercising their voting power in relation to thelicensee .October 2010GR-5.3 GR-5.3 Suitability of Controllers
GR-5.3.1
All new
controllers or prospectivecontrollers (as defined in Section GR-5.2) of aBahraini specialised licensee must obtain the approval of the CBB. Any increases to existingcontrollers' holdings or voting control (as outlined under Paragraph GR-5.1.1) must also be approved by the CBB and are subject to the conditions outlined in this Section. Such changes in existingcontrollers (as defined in the Section GR-5.2) or new/prospectivecontrollers of alicensee must satisfy the CBB of their suitability and appropriateness according to the criteria outlined in Paragraphs GR-5.3.2 to GR-5.3.5. The CBB will issue an approval notice or notice of refusal of a controller according to the approval process outlined in Section GR-5.4 and Paragraph GR-5.1.6.Amended: April 2012
October 2010GR-5.3.1A
For those
licensees authorised after 1st January 2011, at least onecontroller must be a regulated financial institution owning or controlling 20% or more of the voting capital.Added: April 2011GR-5.3.2
In assessing the suitability of
controllers who are natural persons, the CBB has regard to their professional and personal conduct, including, but not limited to, the following:(a) 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;(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 fraud, misfeasance or other misconduct in connection with the formation or management of a corporation or partnership;(d) Whether the person has been the subject of any disciplinary proceeding by any government authority, regulatory agency or professional body or association;(e) The contravention of any financial services legislation or regulation;(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) Disqualification by a court, regulator or other competent body, as aDirector or as a manager of a corporation;(i) Whether the person has been aDirector , partner or manager of a corporation or partnership which has gone into liquidation or administration or where one or more partners or managers have been declared bankrupt whilst the person was connected with that partnership or corporation;(j) The extent to which the person, has been truthful and open with regulators;(k) 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;(l) The financial resources of the person and the likely stability of their shareholding, and their track record as acontroller or significant investor in financial institutions;(m) Existing Directorships or ownership of more than 20% of the capital or voting rights of any financial institution in the Kingdom of Bahrain or elsewhere, and the potential for conflicts of interest that such Directorships or ownership may imply;(n) The legitimate interests ofcustomers , creditors andshareholders (including minority shareholders) of thelicensee ;(o) Whether the approval of acontroller is or could be detrimental to Bahrain's financial sector; and(p) Whether the person is able to deal with existingshareholders and the Board in a constructive and cooperative manner.October 2010GR-5.3.3
Natural persons who intend to take a stake of 20% or more in a
licensee are subject to enhanced scrutiny. The level of scrutiny and the expected compliance with the above standards become more onerous as the level of proposed ownership increases.October 2010GR-5.3.4
Legal persons who intend to take a stake of 20% or more in a
licensee are subject to enhanced scrutiny, given the CBB's position as home supervisor of suchlicensees . The level of scrutiny and of expected compliance with the above standards becomes more onerous as the level of proposed ownership increases. Regulated legal persons will normally only be approved to take majority control where — in addition to the above conditions — the resulting group would be subject to effective consolidated supervision in accordance with relevant international standards; and the home supervisor of the parent entity has agreed to the proposed acquisition, as well as to the sharing of relevant prudential information for supervisory purposes (expressed, if necessary, through the signing of a Memorandum of Understanding between the CBB and the home supervisor, setting out their respective supervisory responsibilities).October 2010GR-5.3.5
In assessing the suitability of
controllers who are legal persons, CBB has regard to their financial standing, judicial and regulatory record, and standards of business practice and reputation, including, but not limited to, the following:(a) The financial strength of thecontroller , its parent(s) and other members of its group, its implications for thelicensee and the likely stability of thecontroller's shareholding;(b) Whether thecontroller or members of its group has ever entered into any arrangement with creditors in relation to the inability to pay due debts;(c) Thecontroller's jurisdiction of incorporation, location of Head Office, group structure, and the implications for thelicensee as regards effective supervision of thelicensee and potential conflicts of interest;(d) Thecontroller's (and other group members') propriety and general standards of business conduct, including the contravention of any laws or regulations, or the institution of disciplinary proceedings by a government authority, regulatory agency or professional body;(e) Any adverse finding in a civil action by any court or competent jurisdiction, relating to fraud, misfeasance or other misconduct;(f) Any criminal actions instigated against thecontroller or other members of its group, whether or not this resulted in an adverse finding;(g) The extent to which thecontroller or other members of its group have been truthful and open with regulators and supervisors;(h) Whether the person has ever been refused a license, authorisation, registration or other authority;(i) The person's track record as acontroller or investor in financial institutions;(j) The legitimate interests ofcustomers , creditors andshareholders of thelicensee ;(k) Whether their approval as acontroller is or could be detrimental to Bahrain's financial sector; and(l) Whether the person is able to deal with existingshareholders and the Board in a constructive manner.October 2010GR-5.3.6
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.October 2010GR-5.4 GR-5.4 Approval Process
GR-5.4.1
Within 3 months of receipt of an approval request under Paragraph GR-5.1.1, the CBB will issue a written notice of approval (or of refusal, if it is not satisfied that the person concerned is suitable to become a
controller of thelicensee) . The notice of refusal will specify the reasons for the objection and specify the applicant's right of appeal. Where an approval notice is given, it will specify the period for which it is valid and any conditions that may be applied.October 2010GR-5.4.2
Article 53 allows the CBB up to 3 months in which to respond to an application, although the CBB normally aims to respond within 30 calendar days. Notices of refusal have to be approved by an Executive Director of the CBB. 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. See Module EN (Enforcement).
October 2010GR-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.October 2010GR-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.
October 2010GR-5.4.5
The powers available to the CBB that are described in Paragraphs GR-5.4.3 and GR-5.4.4 are specified in Article 56 of the CBB Law.
October 2010GR-5.4.6
In addition to the above requirements,
licensees are encouraged to notify the CBB as soon as they become aware of events that are likely to lead to major changes in theircontrollers . Any supervisory implications of such changes can then be discussed prior to the filing of a formal approval request.October 2010GR-6 GR-6 Cessation of Business
GR-6.1 GR-6.1 CBB Approval
GR-6.1.1
As specified in Article 50 of the CBB Law, a
licensee wishing to cease to provide or suspend all or any of its licensed regulated services, completely or at any of its branches, must obtain prior written approval from the CBB.Amended: April 2012
October 2010GR-6.1.2
Licensees seeking to obtain the CBB's permission to cease business must apply to the CBB in writing, in the form of a formal request together with supporting documents. 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) How thelicensee proposes to cease business;(d) Notice of an Extraordinary Meeting setting out the agenda to discuss and approve the cessation, and inviting the CBB for such meeting;(e) Evidence that the proposed cessation has been duly authorised by thelicensee (such as a certified copy of a Board resolution approving the cessation);(f) Formal request to the CBB for the appointment of a liquidator acceptable to the CBB;(g) A cut-off date by which thelicensee will stop its operations;(h) If thelicensee wishes to cease its whole business, confirmation that thelicensee will not enter into new business with effect from the cut-off date;(i) Once the CBB has given its approval to an application to cease business, thelicensee must publish a notice of its intention to cease business in two local daily newspapers (one in Arabic, the other in English). Notices must also be displayed in the premises (including any branch offices) of thelicensee 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;(j) The audited accounts of thelicensee as of the last date on which it stopped operations. The commencement of such accounts should be the beginning of the financial year of thelicensee ; and(m) The final liquidator's report of thelicensee. October 2010GR-6.1.3
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-6.1.2 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.October 2010GR-6.1.4
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.
October 2010GR-6.1.5
The notice referred to in Subparagraph GR-6.1.2 (i) must include a statement that written representations concerning the liquidation may be submitted to the CBB before a specified day, which shall not be later 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: April 2012
October 2010GR-6.1.6
Upon satisfactorily meeting the requirements set out in GR-6.1.2, the
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 and Commerce.Amended: April 2020
Added: October 2010GR-6.1.7
Where the CBB has given its approval to cancel or amend a license, then it will also publish its decision in the Official Gazette, as well as in two local daily newspapers (one in Arabic, the other in English), once this decision has been implemented.
Amended: April 2012
October 2010GR-6.1.7A
The publication cost of the notices referred to in Paragraph GR-6.1.7 is to be met by the
licensee concerned.Added: April 2012
GR-6.1.8
The
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.October 2010GR-6.1.9
A
licensee in liquidation must continue to meet its contractual and regulatory obligations to customers and creditors.October 2010GR-6.1.9A
If no objections to the liquidation are upheld by the CBB, the CBB may then issue a written notice of approval for the surrender of the license.
Added: April 2012
GR-6.1.10
If a
licensee applies to the CBB for voluntary surrender of its authorisation, it must ensure that suitable arrangements are in place for insurance coverage, to continue in respect of any unreported claims arising from past transactions, in accordance with Rule GR-7.1.7.October 2010GR-6.1.11
Upon satisfactorily meeting the requirements set out in GR-6.1.2, the
licensees 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 2016GR-7 GR-7 Insurance Coverage
GR-7.1 GR-7.1 Insurance Coverage Requirements
GR-7.1.1
Licensees are required to maintain the following insurance coverage at all times:(a)Money in transit insurance;(b)Fire, theft and other perils; and(c)Fidelity.October 2010GR-7.1.2
A
licensee is encouraged to assess its insurance needs, through professional advice, to ensure its adequacy to the level of business undertaken.Amended: January 2011
October 2010GR-7.1.3
The insurance coverage must be obtained from an insurance firm acceptable to the CBB and licensed in the Kingdom of Bahrain.
October 2010GR-7.1.4
Licensees must submit an Insurance Coverage Return (Form ICR) on an annual basis, within 3 months of the end of the financial year. Additionally, they must provide, upon request, evidence to the CBB of the coverage in force.Amended: October 2014
October 2010GR-7.1.5
In accordance with Paragraph EN-B.3.1,
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.October 2010GR-7.1.6
The requirement to maintain insurance coverage will normally be met by the
licensee concerned obtaining an insurance policy from an insurance firm. The CBB may also accept an insurance policy issued at group level, e.g. issued with respect to the parent of thelicensee , provided the terms of the policy explicitly provide coverage with respect to thelicensee .October 2010GR-7.1.7
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.
October 2010GR-7.1.8
As provided for in Module ES, insurance coverage requirements must be met by
licensees which were licensed prior to the introduction of Volume 5 (SpecialisedLicensees ) in October 2010, by June 2011.Licensees licensed after October 2010 are required to comply with the CBB's professional indemnity coverage requirements, from the point they are given a license.October 2010GR-8 GR-8 Display of License and Exchange Rates
GR-8.1 GR-8.1 Display of License and Exchange Rates
GR-8.1.1
Licensees must display the license granted to them by the CBB, and declare the exchange rates applied by them in a prominent position in their premises, including all of their branches.October 2010GR-9 GR-9 Security Measures
GR-9.1 GR-9.1 Security Measures for Money Changers
GR-9.1.1
Licensees must apply the following security measures as a minimum:October 2010GR-9.1.2
External Measures
(a) All offices must be located in heavy customer traffic areas, e.g. souqs. Not all malls may be considered heavy traffic areas. No branches should operate in isolated areas.(b) Main entrance doors must be protected by a grill type steel rolling shutter during off hours.(c) Branch alarm systems should have the following features:(1) PIR Motion detectors;(2) External audible siren or visible alarm. The choice of whether to use an audible alarm is left to thelicensees concerned; and(3) The intrusion detection system must be linked to thelicensee's (i.e. head office) monitoring unit.Amended: July 2011
October 2010GR-9.1.3
Internal Measures
(a) Teller counters must be fully screened off from customers by glass screens. Cash should not be directly exchanged through screens. Special purpose trays (i.e. half-rounded trays) should be fitted for the exchange of cash;(b) Access to teller areas must be restricted to authorised staff only;(c) Front doors to teller areas must be eliminated as much as possible. When used, they must be full length, solid, secure and kept locked at all times; and(d) Customers dealing with Branch Managers should not enter or pass through teller areas to get to the Branch Manager's office.Amended: July 2011
October 2010Teller Area
GR-9.1.4
Panic alarm systems for staff handling cash may be installed. The choice between silent or audible panic alarms is left to individual
licensees . Kick bars and/or hold up buttons may be spread throughout the teller and customer service areas and the branch manager's office.Amended: July 2011
October 2010GR-9.1.5
Cash Safety
(a) Cash must be kept in safes up to international standards and preferably secured to a solid floor;(b) All property in vaults and safes must be under the joint custody of two people;(c) Safes should be located out of the sight of customers wherever possible; and(d) Insurance coverage must be maintained in accordance with Section GR-7.1.Amended: July 2011
October 2010GR-9.1.5A
All cash movements between branches, or to and from banks should be performed by a special purpose vehicle.
Added: July 2011GR-9.1.6
CCTV Network Systems
(a) All branches must have CCTV cameras in place. The following locations are recommended:(1) Customer areas (hall, reception etc);(2) Teller areas (cameras located at the rear of tellers); and(3) Vault entrance/area; and(b) Notices of CCTV cameras in operation must be put up for the attention of the public. CCTV records must be maintained for a minimum of 30 days. The CCTV system must be operational 24 hours per day.Amended: July 2011
October 2010GR-9.1.7
Formal Security Training
(a)Licensees must establish the position of security manager. Forlicensees with three or more branches, this position must be a formally identified position. Forlicensees with one or two branches, the responsibilities of this position may be added to the duties of a member of management. This person will be responsible for ensuring that all staff are given annual, comprehensive security training. Training should form part of the induction program for new staff. Training should be given to all staff when new security measures are introduced; and(b)Licensees should produce a security manual or procedures for staff, especially those dealing directly with customers.Amended: July 2011
October 2010GR-9.1.8
Other Issues
(a) Opening and closing procedures must be put in place for those responsible for opening and closing the premises; and(b) Rotation of tellers must be implemented on a regular basis.Amended: July 2011
October 2010GR-9.1.9
The security manager must maintain records on documented security related complaints by customers and take corrective action or make recommendations for action on a timely basis. Actions and recommendations must also be documented.
Added: July 2011GR-9.1.10
Licensees must consider safety and security issues when selecting premises for new branches. Key security issues include prominence of location (i.e. is the branch on a main street or a back street?), accessibility for emergency services, and assessment of surrounding premises (in terms of their safety or vulnerability), and the number of entrances to the branch. Alllicensees are required to hold an insurance blanket bond (which includes theft of cash in its cover).Added: July 2011GR-10 GR-10 Measures to Detect Counterfeit Currency
GR-10.1 GR-10.1 Measures to Detect Counterfeit Currency
GR-10.1.1
Licensees are required to apply the measures in this Section to detect counterfeit currency:October 2010GR-10.1.2
Licensees must have in place counterfeit detection machines that comply with the following requirements:
(a) The detection machines must be used to verify the validity of all Bahraini currency submitted tolicensees (including any branch);(b)Licensees should have a suitable number of machines at each outlet to handle the volume of banknotes they ordinarily receive. Every outlet must have at least one such detection machine.(c) A teller (or any other person who accepts cash from the public) must check the validity of all the banknotes he receives on a detection machine.Licensees should ensure that tellers have been given adequate training in receiving banknotes and are familiar with the security features of Bahraini notes; and(d)Licensees should endeavour to have detection machines that employ state-of-the-art detection technology. What constitutes 'state-of-the-art detection technology' shall be left for the determination oflicensees , but the management of suchlicensees must apply their judgement as to the suitability of the technology they are employing and be prepared to justify their choices to the CBB upon request.October 2010Reporting
GR-10.1.3
When a
licensee discovers a counterfeit note (or what appears to be an item intended to be passed-off as a lawful banknote of the Kingdom) it should remit the same to the Currency Issue Directorate at the CBB, together with a report as required in Rules BR-1.5.14 and BR-1.5.15.October 2010GR-10.1.4
When a
licensee discovers a counterfeit note of a foreign currency, it should remit the same to Director of the Compliance Directorate at the CBB and copied to the Director of the Financial Intelligence Unit at the Ministry of Interior, together with a report as required in Rules BR-1.5.14 and BR-1.5.15.October 2010GR-10.1.5
Licensees are reminded that inadvertent receipt of counterfeit currency remains their responsibility and their liability alone. The CBB has no obligation to give value for any counterfeit currency.October 2010GR-11 GR-11 Credit Facilities Extended to Related Parties
GR-11.1 GR-11.1 Credit Facilities Extended to Related Parties
GR-11.1.1
Licensees are prohibited from extending credit facilities to proprietors, partners and shareholders of the business.Amended: January 2013
October 2010GR-11.1.1A
Credit facilities include but are not limited to loans and shari'a compliant financing facilities.
Added: January 2013GR-11.1.2
Credit facilities may be extended to employees of the
licensee , other than proprietors, partners and shareholders of the business.Amended: January 2013
October 2010GR-11.1.3
Licensees must obtain the CBB's prior written approval for any credit facility in excess of BD15,000, extended to the employees of the business.Amended: January 2013
October 2010GR-11.1.4
Licensees must obtain the CBB's prior written approval before writing-off any credit facility extended to the employees of the business.Amended: January 2013
October 2010