The Central Bank of Bahrain

The Central Bank of Bahrain – The Corporate Governance Code of the Kingdom of Bahrain. Covering:

Principle 1 – The Company Shall be Headed by an Effective, Collegial and Informed Board

1.1 The Board’s Role and Responsibilities

1.2 The Board’s Decision Making Process

1.3 Directors Independence of Judgement

1.4 The Board’s Representation of all Shareholders

1.5 Director’s Access to Independent Advice

1.6 Director’s Communication with Management

1.7 Committees of the Board

1.8 Evaluation of the Board and Each Committee

Principle 2 – The Directors and Officers Shall have Full Loyalty to the Company

2.1 Personal Accountability

2.2 Avoidance of Conflicts of Interest

2.3 Disclosure of Conflicts of Interest

2.4 Disclosure of Conflicts of Interest to Shareholders

Principle 3 – The Board Shall have Rigorous Controls for Financial Audit and Reporting, Internal Control and Compliance with the Law

3.1 Audit Committee

3.2 Audit Committee Charter

3.3 CEO and Chief Financial Officer Certification of Financial Statements

Principle 4 – The Company Shall have Rigorous Procedures for Appointment, Training, and Evaluation of the Board

4.1 nominating Committee

4.2 Nominating Committee Charter

4.3 Board nominations to Shareholders

4.4 Induction and Training of Directors

Principle 5 – The Company Shall Remunerate Directors and Officers Fairly and Responsibly

5.1 Remuneration Committee

5.2 Remuneration Committee Charter

5.3 Standard for all Remuneration

5.4 Non-executive Directors Remuneration

5.5 Officers Remuneration

Principle 6 – The Board Shall Establish A Clear and Efficient Management Structure

6.1 Establishment of Management Structure

6.2 Titles, Authorities, Duties and Reporting Responsibilities

Principle 7 – The Company Shall Communicate With Shareholders, Encourage Their Participation, and Respect Their Rights

7.1 Conduct of Shareholders’ Meetings

7.2 Direct Shareholder Communication

7.3 Controlling Shareholders

Principle 8 – Disclosure under the Company Law

Principle 9 – Companies Which Refer to Themselves as “Islamic” Must Follow the Principles of Islamic Sharia

Appendices

Appendix A – Independent Director

Appendix B – Audit Committee

Appendix C – Nominating Committee

Appendix D – Remuneration Committee

Appendix E – Corporate Governance Disclosure