HC-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 2016