First: Board of Directors
Article 4
The Exchange shall be managed by a Board of Directors, chaired by the Minister of Commerce and Agriculture. The Board shall comprise of:
1— A member representing the Ministry of Commerce and Agriculture, who shall be the Deputy Chairman.2— A member representing the Ministry of Finance and National Economy.3— A member representing the Bahrain Monetary Agency.4— Three experienced and competent members to be appointed by the Bahrain Chamber of Commerce and Industry.5— Two members representing the national banks, and auditing and accounting firms, to be appointed by the Chairman.Article 5
The Board of Directors shall exercise all necessary powers and authority to manage the Exchange, and in particular shall be responsible for the following:
1— To formulate the general policies and strategies of the Exchange.2— To issue the regulatory rules for trading in securities, and to set forth rules, procedures and regulations governing the issuing, listing and trading of debt instruments, and determine the prescribed fees.3— To nominate the Director of the Exchange, whose appointment and remuneration shall be determined by a resolution of the Prime Minister.4— To consider applications for the registration of brokers and market makers, and listing of joint stock companies shares, or approving the trading of any other securities on the Exchange, in accordance with the conditions stipulated by the Board in accordance with a resolution to be issued by the Minister.5— To approve the Exchange's budget and final accounts.6— To appoint the auditors.7— To take the necessary action in respect of transactions suspected of being irregular, in accordance with the provisions of the Law, the Internal Regulation and resolutions of the Exchange.8— To temporarily suspend trading on the shares of one or more companies, on the occurrence of any exceptional circumstances which threaten the proper conduct and control of the business of the Exchange.9— To form specialized committees from members of the Board, whether permanent or on a temporary basis, as the Board deems fit.10— To prepare drafts of laws and regulations relating to the business of the Exchange, and determines its objectives.11— To approve the instructions issued by the Director, with respect to the organization of the Exchange and the management of its affairs.12— To determine the transport and travel allowances for the members of the Board when they are assigned for missions related to the Exchange's business.13— To appoint advisors to the Exchange, and fix their terms of service. The Board may delegate this authority to the Director.14— To approve the appointment of the Exchange's employees, as nominated by the Director.15— To determine the working hours and trading days at the Exchange's Trading Floor, according to the circumstances.16— To determine, increase or decrease the brokers' commissions, in accordance with the requirements of the Exchange and the nature of work. Such commissions shall be adopted by a resolution from the Minister.17— To impose fines on members defaulting members of the Exchange and on listed and unlisted companies as well.18— To determine the sources of the Exchange's income.19— Any other important matters, in order to ensure the Exchange's business is conducted in a proper manner for the realization of its objectives.Article 6
Meetings of the Board of Directors shall be held upon the Chairman's invitation, provided that the number of meetings shall not be less than six each year. The invitation for the meeting shall be served at a sufficient time before the prescribed date for the meeting accompanied by the agenda. The Board must be called to convene upon the request of at least four board members. However, for urgent purposes, the Board may be called upon to convene by telephone.
Article 7
The meeting of the Board will only be valid if attended by the majority of the members, including the Chairman. Resolutions shall be adopted by majority vote of the members present, and in the event of matching votes, the Chairman shall have a casting vote. Resolutions shall be duly recorded in a register, to be signed by all members present at the meeting. Voting by proxy or by correspondence shall not be permitted.
Article 8
The Chairman shall preside over the Board's meetings, maintain order, supervise the voting process and declare the result thereof. The Deputy Chairman shall replace the Chairman in his absence.
Article 9
In exceptional urgent situations, where the Chairman deems it necessary to decide on issues within the powers of the Board of Directors, the Chairman may pass the required resolutions if the Board could not meet. The issued resolution shall be submitted for ratification by the Board at its next meeting. The Board may ratify, amend, or reverse such resolutions.
Article 10
The Board may constitute from amongst its members, permanent or temporary committees and determine their authority. The Board and the constituted committees may invite any person to listen to their views on a particular matter. Such persons shall not be entitled to vote.
Article 11
The Board may constitute advisory and other types of committees, as deemed necessary to satisfy the various requirements of the Exchange, and in particular for the following purposes:
1— To propose ways and means for developing the Exchange.2— To find and prescribe the necessary regulations, in order to combat fraudulent and deceptive acts, and acts which affect the Exchange.3— To determine the proper principles and standards to be adopted in accounting and auditing spheres.4— To determine all requirements regarding the publication of information relating to the companies.The Board shall determine the methods of appointing these committees and the exercise of their authorities.
