HC-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 2010
