GR-5.3.4

In assessing the suitability of controllers who are unregulated legal persons, the CBB will consider the following:

(a) Whether their approval or refusal of a controller is or could be detrimental to the licensee, Bahrain's financial sector and the national interest of the Kingdom of Bahrain;
(b) The legitimate interests of investors, creditors, non-controlling interests and all other stakeholders of the licensee;
(c) The financial strength of the controller, its parent(s) and its subsidiaries, its implications for the investment firm licensee and the likely stability of the controller's shareholding in the investment firm licensee;
(d) Whether the unregulated legal person or any of its subsidiaries or any of its shareholders have ever been adjudged bankrupt, or failed to satisfy a judgement debt under a court order, or have defaulted on any debts, or entered into any arrangement with creditors in relation to the inability to pay due debts;
(e) The controller's jurisdiction of incorporation, location of Head Office, group structure and close links, and the implications for the investment firm licensee as regards effective supervision of the investment firm licensee and potential conflicts of interest;
(f) The controller's (and other subsidiaries') propriety and general standards of business conduct, including the contravention of any laws or regulations related to financial services, or the institution of disciplinary proceedings by a government authority, regulatory agency or professional body;
(g) Any conviction related to fraud, misfeasance or other misconduct;
(h) Whether the unregulated legal person or any of its subsidiaries has been subject to any disciplinary proceeding whether by court order any proceeding by a specialised body, and whether the unregulated legal person is sued in any court;
(i) The extent to which the controller or its subsidiaries have been truthful and open with regulators and supervisors;
(j) Whether the unregulated legal person has ever been refused an authorisation as controller, a license to undertake regulated activities by the CBB or any other regulator in another jurisdiction;
(k) The track record as a controller or investor in financial institutions;
(l) The ability of the unregulated legal person to deal with existing shareholders and the Board in a constructive and co-operative manner;
(m) Directorships in the Kingdom of Bahrain or elsewhere or ownership of more than 20% of the capital or voting rights of any financial institution, and the potential for conflicts of interest that such directorships or ownership may imply; and
(n) Whether the unregulated legal person or any of its subsidiaries have ever entered into any arrangement with creditors in relation to the inability to pay due debts.
Amended: October 2015
Amended: July 2007