The Ministry of Industry, Commerce and Tourism - Corporate Governance Code - 2018

Frameworks

Corporate Governance

Bahrain – Ministry of Industry, Commerce and Tourism

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The Ministry of Industry, Commerce and Tourism

The Ministry of Industry, Commerce and Tourism – Corporate Governance Code – 2018. Covering:

Chapter One – Definitions and General Provisions

Section One – Definitions

Section Two – General Provisions

First: Purpose of the Code

Second: Purpose of Governance

Third: Key Pillars of Governance

Fourth: The Companies which apply this Code

Fifth: Role of Shareholders

Sixth: Structure of the Code

Seventh: Comply or Explain Principle

Eighth: Ministry’s Requirements for Governance

Ninth: What’s New in this Version of the Code

Chapter Two – Corporate Governance Principles

Section One

Principle 1 – The Company shall be headed by an effective, qualified and expert Board

First: The BoD’s Composition, Responsibilities and Duties

Second: The Secretary

Third: The BoD’s Meetings, Decisions and Recommendations

Fourth: Directors’ Independence

Fifth: The Board’s Representation of all Shareholders

Sixth: Directors’ Accessibility to External Consulting Opinions

Seventh: Communications between Directors and Executive Management

Eighth: Committees of the Board

Ninth: Evaluation of the Board and its Committees

Section Two

Principle 2 – The Directors and Executive Management shall have full loyalty to the Company

First: Personal Accountability

Second: Dealing with Related Parties

Third: Avoidance of Conflicts of Interest

Fourth: Disclosure of Conflicts of Interest

Fifth: Criteria and Determinants of Professional Conduct and Ethical Values

Section Three

Principle 3 – The Board shall have rigorous controls for financial audit and reporting, internal control, and compliance with Law

First: Audit Committee

Second: Whistleblowing Program

Third: Chief Executive Officer’s, Chief Financial Officer’s or Financial Controllers Certification of the Financial Statements

Section Four

Principle 4 – The Company shall have effective procedures for appointment, training, and evaluation of the Directors

First: Nomination Committee

Second: BoD Nominations to Shareholders

Third: Induction and Training of Directors

Section Five

Principle 5 – The Company shall remunerate Directors and Senior Officers fairly and responsibly

First: Remuneration Committee

Second: Common Standards for all Remunerations

Third: Non-Executive Directors’ Remunerations

Fourth: Senior Officers’ Remunerations

Fifth: Performance-Based Incentive Regulations

Section Six

Principle 6 – The Board shall establish a clear and efficient management structure for the Company and define job titles, powers, roles and responsibilities

First: Establishment of Management Structure

Second: Job Titles, Authorities, and Duties

Section Seven

Principle 7 – The Company shall communicate with Shareholders, encourage their participation, and respect their rights

First: Shareholder Empowerment

Second: Conduct of Shareholder’s Meetings

Third: Direct Shareholders’ Communication

Fourth: Controlling Shareholders

Section Eight

Principle 8 – The Company shall disclose its Corporate Governance

Section Nine

Principle 9 – Companies which offer Islamic services shall adhere to the Principles of Islamic Shari’a

First: Establishment of Shari’a Supervisory Board

Second: Establishment of Corporate Governance Committee

Section Ten

Principle 10 – The Board shall ensure the integrity of the Financial Statements submitted to Shareholders through appointment of External Auditors

First: Selection of External Auditor

Second: External Auditor’s Obligations

Section Eleven

Principle 11 – The Company shall seek through social responsibility to exercise its role as a good citizen

First: Formulation of Social Responsibility Policy

Second: Disclosure of Social Responsibility

Third: An Annual Plan to Implement the Social Responsibility Philosophy

Appendices

Appendix (1) – Independence of the Board Member

Appendix (2) – Audit Committee

Appendix (3) – Nomination Committee

Appendix (4) – Remuneration Committee

Appendix (5) Corporate Governance Disclosure

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