BAHRAIN Law and Practice Contributed by: Noor Radhi, Fatima Alali, Saifuddin Mahmood and Hasan Sanad, Hassan Radhi & Associates
5.2 Corporate Governance Arrangement Disclosure Joint stock companies are required to disclose their corporate governance arrangements, which may be achieved by fulfilling the following requirements. • The board shall adopt written corporate govern - ance guidelines covering the matters stated in the Corporate Governance Code and any other corporate governance matters deemed appropriate by the board; such guidelines shall include or refer to the principles and instructions of the Corporate Governance Code. • The company shall publish the guidelines and instructions mentioned in the preceding bullet point on its website. • At each annual shareholders’ meeting, the board shall report on the company’s governance accord - ing to the form prepared by the Ministry of Industry and Commerce, available on its website, which covers the topics listed in Appendix 5 to the Cor - porate Governance Code, explaining the extent of its compliance with the guidelines and instructions of the Code, and the reasons for non-compliance if applicable. • The board shall establish a corporate governance committee comprising at least three independent directors. • The company shall appoint an employee as the company’s corporate governance officer. They shall undertake the tasks of verifying the compa - ny’s compliance with corporate governance rules, laws, regulations and decisions. They shall also co- ordinate with the corporate governance committee in relation to all corporate governance matters, and follow up and co-ordinate with the relevant depart - ment. 5.3 Incorporation and Registration The Ministry of Industry and Commerce is the body through which companies are incorporated or regis - tered. Joint stock companies are required to prepare a detailed list, approved by the chairperson and the managing director, of the names and capacity of the chairperson and members of the board, and the man - agers of the company, on an annual basis.
the licensed exchange when their holdings, includ - ing those of their minor children or through accounts under their disposal – or associate/affiliate companies – reach 5% or more of a listed security. While this captures some indirect holdings, it does not require a full look-through to identify the natural person who ultimately controls a chain of entities, unlike the cus - tomer due diligence provision. Capital market licensees must enquire as to the struc - ture of the legal entity or trust to determine and verify the identity of the UBO of the funds or securities, and the ultimate provider and ultimate controller of the funds or securities (if different). 5. Corporate Reporting and Disclosures 5.1 Financial Reporting Requirements Limited liability companies, branches of foreign com - panies and joint stock companies are required to sub - mit the audited financial statements of the company to the Ministry of Industry and Commerce. Joint stock companies shall annually prepare a detailed list, approved by the chairperson and the managing director, of the names and powers of the chairperson and members of the board, and of the managers of the company. The company shall keep a copy of this list, and the original shall be sent to the Ministry of Industry and Commerce, accompanied by the annual report prepared by the board of directors, the company’s balance sheet and the profit and loss account. A company licensed by the CBB must submit the reports thereto in accordance with the Rulebook vol - ume applicable to its type of licence. The CBB issued the Environmental, Social and Governance Require - ments Module (the “ESG Module”) in November 2023, which requires listed companies and CBB licensees to submit an ESG report to the CBB on an annual basis.
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