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  • Corporate Governance and Transparency

    • PD-1.3.5

      The following information relating to corporate governance must be disclosed in the Annual Report:

      (a) Information about the Board structure (e.g. the size of the Board, Board committees, function of committees and membership showing executive, non-executive and independent members) and the basic organisational structure (lines of business structure and legal entity structure);
      (b) Information about the profession, business title, and experience in years of each Board member and the qualifications and experience in years of all senior managers;
      (c) Descriptive information on the managerial structure, including:
      (i) Committees;
      (ii) Segregation of duties;
      (iii) Reporting lines; and
      (iv) Responsibilities;
      (d) Descriptive information on the performance-linked incentive structure for the Chief Executive, the General Manager, Managers, Shari'a Board and the Board of directors (remuneration policies, executive compensation, stock options, etc.);
      (e) Nature and extent of transactions with related parties (as defined by IFRS and AAOIFI as appropriate — see also PD-1.3.11(d));
      (f) Approval process for related party transactions;
      (g) Information about any changes in the structures (as mentioned in Subparagraphs PD-1.3.5(a) to PD-1.3.5(c)) from prior periods;
      (h) The communications strategy approved by the Board (including the use of the licensee's website) which should undertake to perform at least the following:
      (i) The disclosure of all relevant information to stakeholders on a periodic basis in a timely manner; and
      (ii) The provision of at least the last three years of financial data on the licensee's website;
      (i) Distribution of ownership of shares by nationality;
      (j) Directors' and senior managers' trading of the licensee's shares during the year, on an individual basis;
      (k) Distribution of ownership of shares by directors and senior managers, on an individual basis;
      (l) Distribution of ownership of shares by size of shareholder;
      (m) Ownership of shares by government;
      (n) The Board's functions — rather than a general statement (which could be disclosed simply as the Board's legal obligations under various laws) the 'mandate' of the Board should be set out;
      (o) The types of material transactions that require Board approval;
      (p) Number and names of independent board members;
      (q) Board terms and start date for each term for each director;
      (r) What the board does to induct, educate and orient new directors;
      (s) Election system of directors and any termination arrangements;
      (t) Meeting dates (number of meetings during the year);
      (u) Attendance of directors at each meeting;
      (v) Whether the board has adopted a written code of ethical business conduct, and if so the text of that code and a statement of how the board monitors compliance;
      (w) Minimum number of Board committee meetings per year, the actual number of board meetings, attendance of committees' members and the work of committees and any significant issues arising during the period;
      (x) Reference to Module HC and any amendments subsequently made by the CBB, including explanation and nature of any non-compliance with Module HC in accordance with Paragraph HC-A.1.8;
      (y) Review of internal control processes and procedures;
      (z) Directors responsibility with regard to the preparation of financial statements;
      (aa) Board of Directors — whether or not the board, its committees and individual directors are regularly assessed with respect to their effectiveness and contribution;
      (bb) Licensees must maintain a website;
      (cc) Aggregate remuneration paid to board members;
      (dd) Remuneration policy of the licensee for board members and senior management; and
      (ee) Aggregate remuneration paid to senior management.
      January 2014

    • PD-1.3.5A

      With regards to corporate governance, licensees are subject to additional disclosure requirements on corporate governance, whereby such disclosure are for the benefit of shareholders (See Chapter PD-4).

      January 2014