BAHRAIN Law and Practice Contributed by: Noor Radhi, Fatima Alali and Saifuddin Mahmood, Hassan Radhi & Associates
meeting of the shareholders, as detailed in 3.2 Decisions Made by Particular Bodies . Boards of joint stock companies are required to form an audit committee from amongst the members of the board. The audit committee shall have the mandate of reviewing the audit, accounting and financial practices of the com - pany, and the extent of compliance with the pro - visions of the law and the Constitutional Docu - ments. To fulfil its mandate, the audit committee shall be able to access all of the company’s records, documents and information, and shall submit a report of its work in the annual report to the shareholders. The Corporate Governance The Corporate Governance Code requires the companies subject to its provisions to set up audit, remuneration, nomination and corpo - rate governance committees from amongst the board members as required by the Code, and allows the board to decide on setting up addi - tional specialised committees as required by the activities of the company: • the audit committee is in charge of reviewing the company’s audit, financial and accounting procedures and ensuring compliance with the law and the company’s Constitutional Docu - ments; • the remuneration committee is in charge of reviewing and setting the basis for remunerat - ing directors and senior managers; • the nomination committee is in charge of making nominations and recommendations for directorship and senior management positions in the company. It is also in charge of reviewing the independence criteria and status of directors on an ongoing basis – this committee may be merged with the remu - neration committee and usually is; and
a code in place which sets out the requirements of social responsibility of the company. A report on activities undertaken in this respect shall be included in the company’s annual report. Generally, companies make voluntary contribu - tions to the environment as part of their social responsibility. The CBB has issued the Environmental, Social and Governance Requirements 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. 3. Management of the Company 3.1 Bodies or Functions Involved in Governance and Management The management of the company is the role of: • the board of directors in joint stock compa - nies, including the committees formed within the board; • the board of managers in limited liability com - panies; and • the general meeting of the shareholders (ordinary and extraordinary, as detailed in 5.3 Shareholder Meetings ). The powers of the board of managers in lim - ited liability companies pursuant to the CCL are determined by the company’s Constitutional Documents. The board of directors of joint stock compa - nies has the power to run the management of the company subject to certain restrictions that specifically require the approval of the general
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