HC-1.3 HC-1.3 Composition
HC-1.3.1
The Memorandum and Articles of Association of
licensees must adequately set out procedures for the appointment, removal and retirement ofdirectors .October 2019HC-1.3.2
The Board should have a minimum of 3 members and no more than 5 members, and should regularly review its size and composition to ensure that it is small enough for efficient decision-making yet large enough to have members who can contribute from different specialties and viewpoints. The Board should recommend changes in Board size to the shareholders when a needed change requires amendment of the
licensee's Memorandum of Association.October 2019HC-1.3.3
It is not expected that every Board member is proficient in all areas, but collectively the Board is expected to have the required expertise. The CBB expects Board members to undertake relevant training on a regular basis to help them fulfill their responsibilities as board members.
October 2019HC-1.3.4
Potential
non-executive directors should be made aware of their duties before their nomination, particularly as to the time commitment required. Where applicable, the Nominating Committee should regularly review the time commitment required from eachnon-executive director and should require eachnon-executive director to inform the Committee before he accepts any Board appointments to another company. One person should not hold more than three directorships in public companies in Bahrain with the provision that no conflict of interest may exist, and the Board should not propose the election or reelection of any director who does.October 2019HC-1.3.5
To fulfil its responsibilities outlined in Section HC-1.2, 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 2019HC-1.3.6
To demonstrate compliance with Rule HC-1.3.5, the Board should be able to demonstrate that it regularly considers (e.g. every one or two years) the mix of executive, non-executive and independent non-executive
Directors , and skills and experience, that it requires. See also Paragraph HC-1.3.2.October 2019HC-1.3.7
A Board member must not serve in two or more competing
licensees .October 2019HC-1.3.8
The appointment of Board members is conditional on the approval of the CBB (See Section AU-1.2).
October 2019
