Corporate Governance 2025

BAHRAIN Law and Practice Contributed by: Noor Radhi, Fatima Alali and Saifuddin Mahmood, Hassan Radhi & Associates

6. Corporate Reporting and Other Disclosures 6.1 Financial Reporting Limited liability companies, branches of for - eign companies and joint stock companies are required to submit the audited financial state - ments of the company to the Ministry of Industry and Commerce. Joint stock companies shall annually prepare a detailed list, approved by the chairman and the managing director, if any, of the names and capacity of the chairman and members of this board, and the managers of the company. The company shall keep a copy of this list and the original shall be sent to the Ministry of Indus - try and Commerce accompanied by the annual report prepared by the board of directors, the company’s balance sheet and the profits and losses account. Companies licensed by the CBB must sub - mit the reports to the CBB in accordance with the Rulebook volume applicable to its type of licence. The CBB has issued the Environmental, Social and Governance Requirements Module (ESG Module) in November 2023, which requires listed companies and CBB licensees to submit an ESG report to the CBB on an annual basis. 6.2 Disclosure of Corporate Governance Arrangements Joint stock companies are required to disclose their corporate governance, which may be achieved by fulfilling the following requirements. • The board shall adopt written corporate governance guidelines covering the matters stated in the Corporate Governance Code and other corporate governance matters deemed appropriate by the board; such

guidelines shall include or refer to the princi - ples and instruction of the Corporate Govern - ance Code. • The company shall publish the guidelines and instruction mentioned in the preceding para - graph on its website, if any. • At each annual shareholders’ meeting, the board shall report on the company’s gov - ernance according to the form prepared by the Ministry of Industry and Commerce and available on its website, which includes the topics listed in Appendix 5 to the Corporate Governance Code, explaining the extent of its compliance with the guidelines and instruc - tion of the Corporate Governance Code, and explaining the reasons for non-compliance, if any. • The board shall establish a corporate govern - ance committee of 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 company’s compliance with the corporate governance rules, laws, regulations and deci - sions issued to implement them. They shall co-ordinate with the corporate governance committee in relation to all corporate govern - ance matters, follow up and co-ordinate with the concerned department on the corporate governance matters. 6.3 Companies Registry Filings Joint stock companies are required annually to prepare a detailed list approved by the chairman and the managing director, if any, of the names and capacity of the chairman and members of the board, and the managers of the company. The company shall keep a copy of this list and the original shall be sent to the Ministry of Indus - try and Commerce accompanied by the annual report prepared by the board of directors, the

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