• 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 of Directors.

      October 2010

    • HC-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 company Directors.

      October 2010

    • HC-1.2.2A

      The Board should have a minimum of 3 members, as agreed with the CBB.

      April 2016

    • HC-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 new Directors to replace long-standing members or those members whose contributions to the licensee or its committees is not adequate.

      October 2010

    • HC-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 2010

    • HC-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 the licensee's expense. CBB also expects Board members to undertake relevant training on a regular basis to help them fulfill their responsibilities as Directors.

      October 2010

    • HC-1.2.6

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

      October 2010

    • HC-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 of licensees would not be permitted. Licensees may approach the CBB for exemption from this limit where the Directorships concern financial institutions within the same group.

      Amended: April 2016
      October 2010

    • HC-1.2.8

      Unless otherwise agreed with the CBB, the chairman and/or deputy chairman must not be the same person as the CEO or general manager.

      April 2016