The Board composition is based on the Bank’s Memorandum of Association and Articles of Association and comprises of twelve members. The Board represents a mix of high-level professional skills and expertise. Furthermore, in compliance with the Corporate Governance requirements, the Board Committees consist of Members with adequate professional background and experience. The Board periodically reviews its composition and the contribution of Directors and Committees.
The appointment of Directors is subject to prior Central Bank of Bahrain approval. The classification of ‘executive’ directors, ‘non-executive’ directors and ‘independent non-executive’ Directors is as per definitions stipulated by the Central Bank of Bahrain.
Directors’ roles and responsibilities
The principal role of the Board of Directors (the Board) is to oversee the implementation of the Bank’s strategic initiatives and its functioning within the agreed framework, in accordance with relevant statutory and regulatory structures. The Board ensures the adequacy of financial and operational systems and internal control, as well as the implementation of corporate ethics and the code of conduct. The Board has delegated responsibility for overall management of the Bank to the Chief Executive.
The Board reserves a formal schedule of matters for its decision to ensure that the direction and control of the Bank rest with the Board. This includes strategic issues and planning, performance reviews, material acquisition and disposal of assets, capital expenditure, authority levels, appointment of auditors and review of the financial statements, financing and borrowing activities including annual operating plan and budget, ensuring regulatory compliance and reviewing the adequacy and integrity of internal controls. All policies pertaining to Bank’s operation and functioning are to be approved by the Board.
Each Director holds the position for three years, after which he must present himself to the Annual General Meeting of Shareholders for re-appointment. The majority of BBK Directors (including the Chairman and/or Deputy Chairman) are required to attend the Board meetings in order to ensure a quorum.
Board meetings and attendances
The Board of Directors meets at the summons of its Chairman or his Deputy (in event of his absence or disability) or if requested to do so by at least two Directors. According to the Commercial Law, the Board meets at least four times a year. A meeting of the Board of Directors shall be valid if attended by not less than seven directors in person.
The Board level committees are formed and their Members are appointed by the Board of Directors at the beginning of each Board term. They are considered the high level link between the Board and the Executive Management. The objective of these committees is to assist the Board in supervising the actual operations of the Bank, by reviewing many issues that are submitted by the management to the Board and making recommendations to the Board for their final review.
The Board reserves the right to form temporary committees and discontinue them, from time to time and as it sees necessary. Further, the Members of the Board are provided with copies of meeting minutes of the said committees as required by the regulators.