BAHRAIN Law and Practice Contributed by: Noor Radhi, Fatima Alali and Saifuddin Mahmood, Hassan Radhi & Associates
and more stringent rules. For example, the rules relating to the board of directors require a mini - mum of five directors that must include inde - pendent and non-executive directors, director appointment and election rules, the requirement to have an audit committee within the board and the limitation on director remuneration in the years when no dividends are to be paid to the shareholders. The rules under the CCL are mandatory. The Corporate Governance Code applies to all types of companies, with an emphasis on the importance of compliance especially by joint stock companies due to the role they play in the national economy. Compliance with the princi - ples of the Corporate Governance Code is on a comply-or-explain basis and the standard applied by the Ministry of Industry and Com - merce for listed and public joint stock compa - nies is higher than that applied to the other forms of companies. In addition to the CCL and Corporate Govern - ance Code, additional rules by the CBB and the Bahrain Bourse are put in place for listed com - panies, of which the following include provisions These Listing Rules were approved by Board of Directors Resolution (3/5/2024) in its Meeting (5/2024) dated 30 September 2024. Their pur - pose is to set out the requirements that must be complied with by all applicants, issuers, their directors, officers, advisers or other persons to whom these Listing Rules are directed. The List - ing Rules are composed of both requirements that have to be met before securities may be listed and also continuing obligations that an issuer must comply with after listing. related to corporate governance. The Bahrain Bourse Listing Rules
The principles on which these Listing Rules are based include the following: • issuers shall have acceptable standards of quality, operations, management experience and expertise; • investors and their professional advisers shall be kept fully informed by the issuer of all facts and information that might affect their existing or potential interests in the issuer – in particular, full, accurate and timely disclosure shall be made of any information which may reasonably be expected to have a material effect on the price, value or market activity in the securities of issuers; • all holders of any class of securities will be treated fairly and equitably; • directors, officers and advisers of issuers will maintain the highest standards of integrity, accountability, corporate governance and responsibility; and • directors of an issuer shall act in the interests of shareholders as a whole. The Disclosure Standards by the Bahrain Bourse Disclosure Standards were issued by Bahrain Monetary Agency (now known as the Central Bank of Bahrain) pursuant to its circular dated 3 December 2003. Except for the First Chapter, which is superseded by the Offering of Securi - ties Module under Rulebook 6, the Disclosure Standards still apply to listings, public offerings and sales of securities in Bahrain. The Disclo - sure Standards contain, inter alia, guidelines for trading by directors and senior management and policy on immediate public disclosure of mate - rial information regarding an issuer’s affairs, or about events or conditions in the market that will affect the issuer’s securities, relating to the busi - ness that would significantly affect the market price or value of any of the issuer’s securities,
48
CHAMBERS.COM
Powered by FlippingBook