HC-A HC-A Introduction
HC-A.1 HC-A.1 Purpose
Executive Summary
HC-A.1.1
The purpose of the Module is to establish best practice corporate governance principles in the Kingdom of Bahrain, and to provide protection for shareholders and other company stakeholders through compliance with those principles.
October 2019HC-A.1.2
All references in this Module to 'he' or 'his' shall, unless the context otherwise requires, be construed as also being references to 'she' and 'her'.
October 2019The Comply or Explain Principle for Guidance Paragraphs
HC-A.1.3
All
ancillary service provider licensees must comply with the Guidance in Module HC or explain their noncompliance by way of a report to the CBB.October 2019Monitoring and Enforcement of Module HC
HC-A.1.4
It is the Board's responsibility to see to the accuracy and completeness of the
ancillary service provider licensee's corporate governance framework in compliance with this Module.October 2019Legal Basis
HC-A.1.5
This Module contains the CBB's Directive (as amended from time to time) relating to high-level controls 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'), as amended. The Directive in this Module is applicable to
ancillary service provider licensees (including theirapproved persons ).October 2019HC-A.1.6
For an explanation of the CBB's rule-making powers and different regulatory instruments, see Section UG-1.1.
October 2019Effective Date
HC-A.1.7
All
ancillary service provider licensees to which Module HC applies should be in full compliance by 31st December 2020. Where possible, theancillary service provider licensee should also have corporate governance guidelines in place at that time and should have a "comply or explain" report as described in Paragraph HC-A.1.3.Amended: October 2020
Added: October 2019HC-A.2 HC-A.2 Module History
HC-A.2.1
This Module was first issued in April 2019. 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.
October 2019HC-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 HC-1.2.2 & HC-2.2.8 01/2020 Amended Paragraphs on policy and procedures approval. HC-1.5.8 01/2020 Added a new Paragraph on independent directors. HC-1.5.9 01/2020 Added a new Paragraph on termination of Board membership of a retired, terminated CEO. HC-1.8.5 04/2020 Amended Paragraph. HC-3.3.1 04/2020 Amended Paragraph. HC-3.3.2 04/2020 Amended Paragraph. HC-5.2.4 04/2020 Added a new Paragraph on KPIs compliance with AML/CFT requirements. HC-A.1.7 10/2020 Amended Paragraph reference. Superseded Requirements
HC-A.2.3
This Module supersedes the following provisions contained in circulars or other regulatory requirements:
Document Ref. Subject Standard Conditions and Licensing Criteria for providers of ancillary services to the financial sector. Board, Management and Staffing October 2019