CSD-5.3 CSD-5.3 Approval of Chairman, Chief Executive Officer, Director and Key Persons
CSD-5.3.1
No
licensed clearing house orcentral depository shall appoint aperson as its chairman, chief executive officer or director, unless thelicensed clearing house orcentral depository has obtained the approval of the CBB.CSD-5.3.2
The CBB may, by notice in writing, require a
licensed clearing house orcentral depository to obtain the approval of the CBB for the appointment of anyperson to any key managementposition or committee of thelicensed clearing house orcentral depository, and thelicensed clearing house orcentral depository shall comply with the notice.CSD-5.3.3
An application for approval under rule CSD-5.3.1 or paragraph CSD-5.3.2 shall be made in such form and manner as the CBB may prescribe; and the CBB may require the
licensed clearing house orcentral depository to furnish it with such information or documents as the CBB considers necessary in relation to the application referred to in rule CSD-5.3.1, and thelicensed clearing house orcentral depository shall furnish such information or documents as required by the CBB.CSD-5.3.4
The CBB may have regard to the following matters in determining whether to approve or refuse to approve the appointment of a
person under rule CSD-5.3.1 or paragraph CSD-5.3.2 of this Module:(a) Whether theperson is fit and proper to be so appointed;(b) Whether the appointment of theperson would be consistent with any applicable written law relating to the qualifications for theposition or the requirements for the composition of the board of directors, or any committee of thelicensed clearing house orcentral depository ; and(c) Whether it would be contrary to the interests of the public to approve the appointment of theperson .CSD-5.3.5
Subject to paragraph CSD-5.3.6, the CBB shall not refuse an application for approval under this section without giving the
licensed clearing house orcentral depository an opportunity to be heard.CSD-5.3.6
The CBB may refuse an application for approval on any of the following grounds without giving the
licensed clearing house orcentral depository an opportunity to be heard:(a) Theperson is an undischarged bankrupt, whether in Bahrain or elsewhere; or(b) Theperson has been convicted, whether in Bahrain or elsewhere, of an offence:(i) Involving fraud or dishonesty, or the conviction for which involved a finding that he had acted fraudulently or dishonestly; or(ii) Punishable with imprisonment for a term of 3 months or more.CSD-5.3.7
Where the CBB refuses an application for approval under this section, the CBB need not give the
person who was proposed to be appointed an opportunity to be heard.CSD-5.3.8
A
licensed clearing house orcentral depository shall, as soon as practicable, give written notice to the CBB of the resignation or removal of its chairman, chief executive officer, director orperson referred to in the notice issued by the CBB under paragraph CSD-5.3.2.CSD-5.3.9
The CBB may impose regulations relating to the composition and duties of the board of directors or any committee of a
licensed clearing house orcentral depository .CSD-5.3.10
In this section, "committee" includes any committee of directors, disciplinary committee, appeals committee or any body responsible for disciplinary action against a member or depository participant of a
licensed clearing house orcentral depository .CSD-5.3.11
The CBB may exempt any
licensed clearing house orcentral depository, or a class oflicensed clearing houses orcentral depositories from complying with rules CSD-5.3.1 or CSD-5.3.8, subject to such conditions or restrictions as may be imposed by the CBB.CSD-5.3.12
Where any appointment made in terms of section CSD-5.3 requires the approval of the CBB and the appointment is made without the approval of the CBB, such appointment shall be treated as null and void.
