advancing corporate governance in the kingdom of bahrain

11
Advancing Corporate Governance In the Kingdom of Bahrain

Upload: vukhanh

Post on 11-Feb-2017

223 views

Category:

Documents


3 download

TRANSCRIPT

Page 1: Advancing Corporate Governance In the Kingdom of Bahrain

Advancing Corporate GovernanceIn the Kingdom of Bahrain

Page 2: Advancing Corporate Governance In the Kingdom of Bahrain

With increased global competitiveness, the growing market in Bahrain is faced with the challenge of attracting and retaining investment. Increasing awareness and implementation of good corporate governance practices can improve the investment climate and promote the development of a vibrant private sector and capital market. Empirical evidence and research conducted in recent years support the proposition that it pays to have good corporate governance: more than 84 percent of global institutional investors are willing to pay a premium for the shares of a well-governed company over one considered poorly-governed but with a comparable financial record. The adoption of corporate governance principles can play a significant role in increasing the corporate value of a company.

In brief, corporate governance is the body of “rules of the game” by which companies are managed internally and supervised by boards of directors in order to protect interest and financial stake of shareholders. Corporate governance principles define the relationship between the board of directors, managers and shareholders to ensure transparency, accountability, fairness and responsibility. In small and medium sized enterprises (SMEs) or family-owned firms, these principles still apply in order to enhance efficiency, minimize conflict, and ensure the transition of ownership from one generation to the next.

Corporate Governance in the Kingdom of Bahrain

Page 3: Advancing Corporate Governance In the Kingdom of Bahrain

4 ADVANCING CORPORATE GOVERNANCE

THE BENEFITS OFCORPORATE GOVERNANCE ARE CLEAR:

• Enhances the Kingdom’s investment climate

• Improves access to capital and financial markets

• Helps to survive in an increasingly competitive environment through mergers, acquisitions, partnerships, and risk reduction through asset diversification

• Addresses succession issues in family-owned businesses with the transition from one generation to another, as well as reducing the chance for conflicts of interest to arise

• Leads to a better system of internal control, thus leading to greater accountability and better profit margins

• Reduces the cost of credit because lenders are assured of good management practices

• Increases the confidence of investors and potential partners to invest in or expand the company’s operations

NATIONAL STEERING COMMITTEE ONCORPORATE GOVERNANCE

In response to the need to improve corporate governance practices, the National Steering Committee on Corporate Governance was created under the auspices of the Ministry of Industry and Commerce and the Central Bank of Bahrain to move Bahrain forward in reaching its objectives. The National Steering Committee is a representative body of stakeholders that includes government agencies, academics, the banking and accounting sectors, business associations, and other members of the business community. For the past three years, the National Steering Committee has worked to create a corporate governance framework that would assist the public and private sector implement international best practices in this field through legislative and regulatory reform, research, and awareness-raising activities. Most importantly, the National Steering Committee developed a Code of Corporate Governance, issued by the Ministry of Industry and Commerce, which will now form the definitive frame of reference for corporate governance in Bahrain.

COMMITTEE MEMBERS

Abdul Razak Abdulla Hassan Al QassimMaster’s degree in Management Sciences and a Sloan Fellowship from MIT (Massachusetts Institute of Technology, USA). Mr. Al Qassim is the Chief Executive Officer and a Member of the Board of Directors of the National Bank of Bahrain. He is the Chairman of Benefit Company, Chairman of Corporate Governance Committee, Ministry of Industry and Commerce, Deputy Chairman and Chairman of Executive Committee of Oasis Capital Bank B.S.C, Board Member and Investment Committee Member of Esterad Investment Company, Board Member and Executive Committee Member of Bahrain Telecommunication Company, Board Member and Executive Committee Member of Bahrain Stock Exchange, Board Member and Chairman of Executive Committee of Housing Bank, Member of the Board and Investment Committee of Bahrain Duty Free Company, Deputy Chairman and Chairman of Executive Committee of the Arab Academy for Education and Research and Chairman of Board of Trustee of Ahlia University.

Dr. Farid Al-MullaCEO, Oasis Capital Bank (OCB)

Dr. Al-Mulla has been involved with Oasis Capital Bank (OCB) in 2008, from the inception of the conceptual evolution of the business model together with the promoters of the project, Palm Capital. Obtaining the required regulatory approvals, raising the capital and is developing / executing the business plan and platform.

Dr Al Mulla started his banking career with Gulf International Bank (GIB) in 1983, where he had a broad experience from corporate finance, corporate advisory, oil and gas project finance, aircraft finance and investment banking. His last position was as Vice President and Head of specialised financing.

In 1990, Dr Al Mulla joined Bank of Bahrain and Kuwait (BBK), starting as Head of International banking and ending as CEO in 2007. During this period, Dr Al Mulla has sat on the board of a number of financial services entities.

Page 4: Advancing Corporate Governance In the Kingdom of Bahrain

6 ADVANCING CORPORATE GOVERNANCE

Ahmed Al NoaimiAhmed Al Noaimi was born in 1950. Qualified as Chartered Management Accountant from UK in 1979 and obtained M Sc degree in Management Science from MIT in Boston in 1994.

After 10 years in banking, Ahmed joined Aluminium Bahrain (ALBA) in 1974 as Trainee and worked his way through to become the CEO in 2006. He participated in all strategic decisions of Alba’s growth which increased its capacity from 120,000 to 870,000 tons of metal per annum.

During his leadership, he prepared the organization for compliance with Corporate Governance and introduced code of ethics. Alba’s social responsibility and its role in the community during Ahmed’s leadership had witnessed a major change which set an example for other companies to follow.

Ahmed has also served as a member on the Boards of National Oil and Gas Authority, NOGA Holding, Bapco, International Aluminium Institute, Bahrain-Japan Friendship Society and The Arab Forum for Environment and Development. He was the Vice Chairman of Gulf Aluminium Council and the Chairman of inJAz Bahrain for last two years.

Hameed Yousif RahmaAsst Undersecretary For Domestic TradeMinistry of Industry & Commerce

Mr. Hameed Rahma possess over 20 years of practical experience in companies/commercial laws, finance, auditing, accounting, Corporate Governance and anti-money laundering. Managing three directorates (i.e. Individual Commercial Registration, Company Commercial Registration and Bahrain Investors’ Centre (BIC)), Hameed is entrusted with the task of directing different sizes of projects from design stage until delivery ensuring that the organisation’s strategy and objectives are met with the highest possible quality.

Hameed who was Director of Company Affairs at the Ministry holds Master’s degree in Commerce from the University of Poona, India in addition to Executive Management Diploma from Darden Business School, Virgina, USA. Hameed is a member of various national and regional committees such as OECD Working Group 5 Member – Improving the Corporate Governance in MENA Region, Committee for Calculation of the Foreign Direct Investment, Free Trade Agreement Negotiation – Services Chapter and Consultative Committee Member for reviewing the GCC Accounting and Auditing Standards.

Ebrahim Mohamed Ali ZainalChairman, International Chamber of Commerce, Bahrain (ICC Bahrain)Vice Chairman, Bahrain Chamber of Commerce & Industry (BCCI)

Owner and Managing Director of Mohamed Ali Zainal Abdulla (MAZA), Mr. Ebrahim Zainal is a renowned business visionary in the Kingdom of Bahrain. With over 75 years experience in FMCG, MAZA is a leading entrepreneurial family company which is a trusted brand name not only in Bahrain but also in the other GCC Countries.

Mr. Zainal also chairs or is on the board of several leading companies. He holds the position of Chairman of General Trading & Food Processing Co. (TRAFCO) Bahrain, Bahrain Livestock Company, Awal Dairy Company, Vice Chairman of United Paper Industries Bahrain, Jordan Bahrain Paper Industries, Amman, Jordan, Al Qatari Bahrain Food Trade Co. Doha, Qatar, Director of Bahrain Flour Mills Co. and BANZ Group, Bahrain.

Abbas A Muhsin Al-RadhiChairman, Bahrain Accountants Association, Chairman, Arab Federation for Accountants & Auditors

Mr. Abbas Al Radhi is a Partner of BDO for Bahrain, Qatar and Oman. During his career spanning more than 25 years, Abbas has worked with a number of leading accounting practices in Bahrain, Qatar, Kuwait and USA. Abbas is responsible for the Internal Audit Practice and also focuses on Corporate Governance and Risk Management.

Abbas has considerable exposure to financial institutions in the capacity of external audit, internal audit and internal control. He was seconded to Coopers & Lybrand in the UK as an expert legal witness in the area of internal control. Abbas is an active contributor to various Corporate Governance and Regulatory Forums in the Kingdom of Bahrain. Abbas has extensive experience in providing commercial and business advisory services specifically relating to company registrations, flotations of public share holding companies, registration of trade mark and other expertise related to protection of intellectual properties in Bahrain and the GCC as a whole.

Academic qualifications of Abbas include Certified Public Accountant (CPA), USA,Certified Arab Accountant, MBA Financing & Business Law, University of Maine, USA, MSB Accounting, Husson College, Maine, USA, and BSc. Accounting, Kuwait University.

Page 5: Advancing Corporate Governance In the Kingdom of Bahrain

8 ADVANCING CORPORATE GOVERNANCE

Dr. Jasim Al-AjmiDr. Jasim Al-Ajmi holds a PhD in Finance, a Masters Degree in Finance and Investment and a Postgraduate Diploma in Business from UK universities. Dr Jasim is a Corporate Governance expert, co-founder and deputy chairman of the Bahrain Competitiveness Council (BCC) and Associate Professor of Accounting and Finance at the University of Bahrain. Before joining University he worked in banking industry, Board Member of the Eskan (Housing) Bank, Chairman of the Remuneration Committee of the Eskan Bank, Member of the Audit Committee of the Eskan Bank and Director of the Management Education program. Dr. Al-Ajmi published extensively on corporate governance, financial institutions, investors behavior, capital markets, risk management, financial analysis, corporate finance and Islamic finance. His research appears in international periodicals such as Advance in Accounting, Advances in International Accounting, Managerial Auditing Journals, Applied Economic Letters, Journal of Risk Finance, and International Journal of Social Economics. Dr. Al-Ajmi was a member of National Charter Sub-Committee formed by His Royal Highness Prince Salman bin Hamad Al Khalifa The Crown Prince to draft the Government Procurements Law for the Kingdom of Bahrain and a member of MENA-Center for Investment, member of the Corporate Governance Committee.

Saleh H A Hussain• A Bahrain National with a Master Degree from Brunel University in the

United Kingdom. He has over 35 years of experience in various fields of banking.

• He has authored number of books (in Arabic and English) on corporate governance, banking and business matters

He served and continues to serve on number of boards of Banks & financial institutions, companies and professional and social committees. Some of his memberships include:

• Vice Chairman – Bahrain Association of Banks

• Member of the Board of Trustees of Human Resources Development Fund Bahrain – 2004-2007.

• Chairman of Corporate Governance Working Group ( A committee formed by Economic Development Board in Bahrain “EDB” to spearhead the formation of Corporate Governance code for Bahrain.

• A Member of The National Committee on CG for Bahrain.

• President of Saleh Hussain Consultancy,

Dr. Hassan Ali Al-AaliDr. Hassan Ali Al-Ali currently holds the post of Consultant, Credit & Risks Department at Al-Baraka Banking Group.

Other posts held by Dr. Hassan include Credit Analyst at Arab Banking Corporation (ABC) Financial Researcher and Credit Analyst, at ABC Islamic Bank, Acting Head of Credit and Research Department, ABC Islamic Bank Manager and Manager,Studies & Research Department at Bahrain Chamber of Commerce & Industry

Dr. Hassan holds a PhD. In Finance, Brunnel University, UK and Master of Business Administration (MBA), Baghdad University

Yousif Hasan YousifMr. Yousif Hasan Yousif currently holds the position of Director of the Retail Banking Supervision Directorate at the Central Bank of Bahrain since January 2006. His position entails supervising conventional Retail Banks, Financing Companies, Credit Card Companies and Specialized Banks. Over the past 14 years, he was gradually promoted to several positions at the CBB, the last being Acting Director of Banking Supervision Directorate since 2003.

Mr. Yousif holds a Master in Business Administration, with distinction, from DePaul University, USA. He is a graduate of Darden Graduate School of Business Administration, University of Virginia, USA with the Gulf Executive Development Program Diploma obtained in 2001. He is a holder of Bachelor in Industrial Management, majoring in Finance with honours from Kind Fahad University of Petroleum and Minerals, conferred in 1990. He is also a holder of two applied diplomas in Insurance.

Muna Ahmed Al MannaiHaving obtained her secondary education in the UK, Ms. Muna Al Mannai obtained a Business Studies B.S. Bachelor degree from the University of Buckingham, UK and a Masters degree in Investment and Finance from the University of Hull, UK. Ms. Muna Al Mannai has 13 years experience in the field of finance. In 1997 Ms. Al Mannai joined the Bahrain Stock Exchange (BSE) as a Financial Analyst, and in 1999 was promoted to Head of the Financial Analysis and Information Unit.

In November 2002 Ms. Al Mannai was transferred from the BSE to the Central Bank of Bahrain (CBB) to assist in the establishment of the Capital Markets Supervision Directorate, as a result of the regulatory function being transferred from the BSE to the CBB (formerly known as the Bahrain Monetary Agency) vide Resolution 21/2002.

Ms. Muna Al Mannai currently holds the post of Head of Issuance, Corporate Restructure and Investor Protection, which deals with existing and potential issuers on both the primary and secondary market in the Kingdom of Bahrain.

Page 6: Advancing Corporate Governance In the Kingdom of Bahrain

10 ADVANCING CORPORATE GOVERNANCE

Bob Hughes Commercial AdvisorMinistry of Industry and Commerce

Mr. Bob Hughes has over Forty Four years of experience in private and public sector in senior positions including thirty five years in the Middl East.

Mr. Bob moved to the Ministry of Industry and Commerce in 1983 with a responsibility to provide advice on the future direction, development and planning of the commercial infrastructure in the Kingdom of Bahrain, from both strategic and policy perspectives.

Mr. Bob is a member of the Chartered Inistitute Of Public Finance Accountants and Institute Of Cost And Management Accountants (U.K)

Hassan Abdulla Hassan Al-Ghannami Mr. Hasan Al Ghannami is Chief Financial Control and Analysis at Ministry of Industry and Commerce. Mr. Alghannami, has over fifteen years of experience in private and public sector.

Mr. Alghannami first joined HSBC Bank in Bahrain on 2000 and held many positions with critical responsibilites like Global Payment and Cash Management, Credit Control and internal Audit.

Mr. Al Ghannami, who holds membership of the Association of Chartered Certified Accountants (FCCA) U.K. is an active member in the following committees:Anti-Money Laundering Committee New Company Law Committee Corporate Governance Committee, andGCC Accounting & Auditing Organization Committee

Ali A.Hussain Makki Mr. Ali Makki is the Director of Company Affairs at the Ministry of Industry & Commerce. Mr. Ali held the positions of Chief, Company registration & licensing and Senior Financial analysis at MOIC.

Mr. Ali, who holds degree of Bachelor Of Commerce - Auditing and Accounting from University of Poona, India, is a member of the following committees:

Anti-Money Laundering Committee New Company Law Committee Corporate Governance Committee OECD FDI Committee GCC Accounting & Auditing Organization Committee

SUPPORTING TEAM

The National Steering Committee would like to acknowledge the dedicated efforts of the following members of the supporting team for developing the code, who will be assisting in the implementation of the code:

Khalid HamadExecutive Director, Banking SupervisionCentral Bank of Bahrain

Mr. Khalid Hamad began his career in 1987 with the then Bahrain Monetary Agency, the predecessor of the CBB.

Mr. Hamad is Chairman of the International Islamic Financial Market (IIFM), member of the Technical Committee of the Islamic Financial Services Board, Chairman of the Waqf Fund for Research, Education and Training in Islamic Finance and an Associate Member of Toronto Strategic Leadership.

Mr. Hamad has a Bachelor degree in Business Administration from the University of Portland, USA, and a Strategic Leadership and Executive Management Program certificate from the University of Columbia, New York.

KPMG BahrainKPMG Fakhro, a Bahrain partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity.

KPMG in Bahrain was established in 1968 and since then it has grown in stature and reputation. With 8 Partners and over 280 staff, KPMG in Bahrain is able to give clients quality service and the best professional advice.

KPMG’s local experience combined with the International skills set of its highly qualified professionals, enables KPMG in Bahrain to offer a variety of services under one roof. KPMG in Bahrain, is an active participant in the development of an ethical, transparent and competitive business environment.

Corporate social responsibility is at the heart of all great organisations, and KPMG Bahrain is committed to making a difference to the community in which it operates. To find out more kindly contact: www.kpmg.com.bh

Page 7: Advancing Corporate Governance In the Kingdom of Bahrain

12 ADVANCING CORPORATE GOVERNANCE

To provide further information and ongoing updates about corporate governance in Bahrain, a website dedicated to this initiative has been created: www.moic.gov.bh/Bahraincg. This website provides international and Bahrain-specific resources, in addition to an electronic version of the Corporate Governance Code that can be downloaded by the public.

THE CODE OF CORPORATE GOVERNANCEOF THE KINGDOM OF BAHRAIN

The code is based on the Organization of Economic Cooperation and Development (OECD)’s corporate governance principles and was developed through a consultative process with Bahraini stakeholders and international experts. In 2006, the Committee began its work to create a corporate governance code and spent two years in the drafting process. In May 2008, the code was presented at a public conference to, and after that point, feedback was actively solicited from the business community. After more than a year of stakeholder review and input, the final version of the code emerged as a collaborative effort of the public and private sector.

Purpose of this Code: The purpose of this Code is to establish best-practice corporate governance principles in the Kingdom of Bahrain, and to provide protection for investors and other company stakeholders through compliance with those principles. International experience has proven that good corporate governance attracts investment, protects investors and other stakeholders, and enhances companies’ value. While this Code follows best-practice, it is nevertheless considered as the minimum standard to be applied. Companies may adopt higher standards of corporate governance, and industry regulators, in particular the Central Bank of Bahrain (CBB) may issue additional directives or guidance as appropriate.

Companies to which this Code Applies: This Code is intended to apply to all companies which are incorporated under the Bahrain Commercial Companies Law (the “Company Law”). In its initial form, it will apply to public companies, but it should be used as a model by all other companies to the extent that it applies to their circumstances. It is expected that the Ministry will issue revisions to apply the Code directly to private companies.

This Code and the Company Law: This Code supplements the Company Law. It does not replace the Company Law but is intended to further that Law’s objectives and to provide a help in understanding, complying with, monitoring performance under, and ensuring fair disclosure under that Law. The Company Law already mandates many corporate governance best practices. Examples are found in the Law’s rules for board and shareholder meetings, its statement of directors’ and officers’ fiduciary duties, and its rules for company shares. Thus a company should be familiar with the both the Company Law and this Code.

This Code goes beyond the Company Law’s requirements on several points. Examples are this Code’s recommendations that the chairman of the board and the CEO should not be the same person, and that at least 50% of the board of directors should be non-executive directors. Those are not required by the law but they are strong recommendations which should be considered in evaluating the quality of a company’s corporate governance, and which a company should follow unless it has good reasons not to follow them and it discloses those reasons under the “comply or explain” principle.

STRUCTURE OF THE CODE:

The Code states nine fundamental Principles of corporate governance, each of which is followed by one or more numbered directives for applying the Principle. These Principles and directives are broad and they should be complied with by every company.

The Code then adds recommendations under almost all of the directives. These recommendations are not required to be complied with by every company and may not be appropriate in some companies. However, every company should either comply with those recommendations or explain why it does not because of its specific situation. This is known as the “comply or explain” principle.

THE CORPORATE GOVERNANCE PRINCIPLES:

Principle 1 The company shall be headed by an effective, collegial and informed boardPrinciple 2 The directors and officers ahall have full loyalty to the company Principle 3 The board shall have rigorous controls for financial audit, internal control and compliance

with law Principle 4 The company shall have rigorous procedures for appointment, training and evaluation of

the board Principle 5 The company shall remunerate directors and officers fairly and responsiblyPrinciple 6 The board shall establish a clear and efficient management structurePrinciple 7 The board shall communicate with shareholders and encourage their participationPrinciple 8 The company shall disclose its Corporate Governance Principle 9 Companies which refer to themselves as “Islamic” must follow the principles of Islamic

Shari’a

The Comply or Explain Principle: The Code calls for companies to adopt written corporate governance guidelines covering these core principles, report annually to their shareholders on their compliance with those guidelines, and to explain to the shareholders if it believes that any noncompliance was justified. Every company is expected either to comply with this Code or explain its noncompliance. The comply-or-explain approach has been adopted by many countries and the flexibility it offers has been welcomed by both company boards and investors. It avoids imposing rigid rules that may not take account of a company’s specific circumstances such as the size and nature of its business, its shareholding structure, activities, or its exposure to risks and management structure. This approach recognizes that it is not desirable, considering the great diversity of companies, to impose formal and identical rules of organization and operation for all companies.

MONITORING AND ENFORCEMENT OF THIS CODE:

Disclosure and transparency are underlying principles of this Code. Disclosure is crucial to allow outside monitoring to function effectively. However, one cannot rely on market monitoring alone to guarantee adequate compliance with the Code. Thus the Code looks to a combined monitoring system relying on the board, the company’s shareholders and other bodies and mechanisms including those described below:

Page 8: Advancing Corporate Governance In the Kingdom of Bahrain

14 ADVANCING CORPORATE GOVERNANCE

The Board. The company’s board should support entrepreneurship but also ensure effective monitoring and control. Thus it is important that the board be composed of both executive and non-executive directors, including fully independent non-executive directors. It is the board’s responsibility to see to the accuracy and completeness of the company’s corporate governance guidelines and compliance with this Code.

Shareholders. Given the reliance of this Code on a flexible “comply or explain” approach, shareholders, and in particular larger shareholders and institutional investors, should play an important role in evaluating a company’s corporate governance and should give weight to all relevant factors that come to their attention. Shareholders should carefully consider explanations given for deviations from the Code and make reasoned judgments in each case. They should be prepared to enter into a dialogue with the board if they do not accept the company’s position, bearing in mind in particular the size and complexity of the company and the nature of the risks and challenges it faces

Ministry of Industry and Commerce (MOIC). The MOIC is the governmental body with responsibility for administering the Company Law and this Code as well as the closely-related Audit Law. The MOIC will actively exercise its monitoring and penalty powers under the Company Law and will work closely with the Central Bank of Bahrain (CBB) and the Bahrain Stock Exchange (BSE).

Central Bank of Bahrain (CBB). As the body responsible for licensing and regulating the BSE and for supervision of financial institutions, the CBB will also have an important role in monitoring and enforcement of this Code. The CBB’s Rulebook covering BSE-listed companies and financial institutions complements and incorporates provisions of this Code.

Bahrain Stock Exchange (BSE). Through its authorities to impose listing and delisting standards, its investigation function, and its disciplinary board with specific penalty powers, the BSE will also contribute importantly to enforcement of this Code. Among other things, the BSE’s listing rules will require compliance with this Code and/or such more stringent requirements as the BSE shall consider necessary from time to time.

Bahrain Courts. Court litigation is often a last resort, but it is available and it can be effective in enforcing the Company Law or this Code. Litigation could take many forms including a lawsuit by shareholders against a company or its directors, a lawsuit by a company (or shareholders acting in its name under the Company Law) against one or more directors, or a lawsuit by the MOIC, the CBB, the BSE or other agencies to enforce orders. In any such case, the court should take account of how well the parties have complied with this Code.

Professionals firms including auditors, lawyers and investment advisers. These firms with their expertise and ethical standards can contribute substantially through advice to individual clients and through development of guidelines through professional organizations.

INTERNATIONAL ASSISTANCE

The U.S. Department of State, through the Middle East Partnership Initiative, has supported these efforts as well. MEPI has supported the Commercial Law Development Program (CLDP) at the U.S. Department of Commerce, and a non-governmental organization, the Center for International Private Enterprise (CIPE) to provide technical assistance over the past three years. CLDP and CIPE have played a key role in helping the National Committee develop the code of corporate governance and prepare the private and public sector to implement the code to improve corporate governance standards in the Kingdom of Bahrain.

The National Committee is particularly grateful to Thomas Jersild, Advisor to the US Department of Commerce Commercial Law Development Program (CLDP) and Senior Counsel to Mayer Brown LLP, who was instrumental in the drafting and revising of the code. In addition, the code was reviewed by many international bodies that volunteered their assistance to evaluate the Code and offer feedback to align the Code with international best practices. The Code was reviewed by the International Finance Corporation and the Global Corporate Governance Forum, in addition to internationally-recognized experts including Ken Rushton, partner at Nestor Investors, Chris Pierce, CEO of Global Governance Services and John Stout, CIPE Board Member and Vice Chair, American Bar Association, Committee on Corporate Governance.

ABOUT THE MINISTRY OFINDUSTRY AND COMMERCE

Since becoming an independent State in 1971, Bahrain has witnessed spectacular economic growth and has transformed from an essentially agricultural base, where the main products were pearls and dates, to a modern industrial, business and service center and is today acknowledged as being the banking hub of the region. Over the past years the Government has been the engine of the economy. The Government is now progressively moving way from its involvement in productive processes, to that of facilitator of private sector initiatives.

The Ministry of Industry & Commerce (MOIC), in particular as the main organ of Government responsible for the registration and supervision of businesses in Bahrain, perceives its role as providing value added services to its customers in the form of enhanced information and business processes. MOIC is responsible for a diverse range of activities which make up the commercial environment in Bahrain, including inter alia the registration of all forms of commercial business, commercial agencies, industrial property, standards and metrology, foreign trade as well as a number of other related activities.

Page 9: Advancing Corporate Governance In the Kingdom of Bahrain

16 ADVANCING CORPORATE GOVERNANCE

The Central Bank of Bahrain (‘CBB’) is a public corporate entity established by the Central Bank of Bahrain and Financial Institutions Law 2006. It was created on 7th September 2006.

The CBB is responsible for maintaining monetary and financial stability in the Kingdom of Bahrain. It succeeded the Bahrain Monetary Agency, which had previously carried out central banking and regulatory functions since its establishment in 1973 (shortly after Bahrain secured full independence from Great Britain).

The CBB inherits the BMA’s 33-year track record and wide range of responsibilities. It implements the Kingdom’s monetary and foreign exchange rate policies, manages the government’s reserves and debt issuance, issues the national currency and oversees the country’s payments and settlement systems. It is also the sole regulator of Bahrain’s financial sector, covering the full range of banking, insurance, investment business and capital markets activities.

The CBB’s wide scope of responsibilities allows a consistent policy approach to be undertaken across the whole of the Kingdom’s financial sector. It also provides a straightforward and efficient regulatory framework for financial services firms operating in Bahrain

ABOUT THE CENTRAL BANK OF BAHRAIN ABOUT BAHRAIN ACCOUNTANTS ASSOCIATION

The Bahrain Accountants Association was established in 1971. It is considered to be one of the oldest associations in Bahrain and the Region. In 1992, it was re-registered with the Ministry of Labor after creating a new organization based on the Social and Cultural regulations for associations and clubs put forward by the Ministry of Labor. The objective of the BAA is to serve the needs of its members and accounting and auditing profession by organizing seminars on relevant topics, ensuring adherence to professional standards, conducting research on accounting and auditing issues, and cooperating with other national and international associations.

ABOUT THE COMMERCIAL LAWDEVELOPMENT PROGRAM

The US Department of Commerce Commercial Law Development Program (CLDP) aims to improve the legal environment for doing business in countries around the globe, thereby fostering greater political stability and economic opportunities. CLDP consultative services and programs assist political, regulatory, judicial and commercial leaders to augment their policies, laws and organizational structures. Since its inception in 1992, CLDP has provided services in more than fifty countries in the Middle East, Central and Eastern Europe, the former Soviet Union, Northern and Sub-Saharan Africa and South-East Asia. CLDP assists countries in the Middle East to enact commercial laws and support policies that comply with international standards as established through international agreements and organizations. More information about CLDP can be found at www.cldp.doc.gov.

Page 10: Advancing Corporate Governance In the Kingdom of Bahrain

18

ABOUT MEPI:

This project is funded through the U.S. Department of State, Bureau of Near Eastern Affairs, Office of the Middle East Partnership Initiative (MEPI). MEPI supports efforts to expand political participation, strengthen civil society and the rule of law, empower women and youth, create educational opportunities, and foster economic reform throughout the Middle East and North Africa. In support of these goals, MEPI works with non-governmental organizations, the private sector, and academic institutions, as well as governments. More information about MEPI can be found at: www.mepi.state.gov

ABOUT CIPE:

The Center for International Private Enterprise (CIPE) strengthens democracy around the globe through private enterprise and market-oriented reform. CIPE is one of the four core institutes of the National Endowment for Democracy and a non-profit affiliate of the U.S. Chamber of Commerce. For 25 years, CIPE has worked with business leaders, policymakers, and journalists to build the civic institutions vital to a democratic society. CIPE’s key program areas include anti-corruption, advocacy, business associations, corporate governance, democratic governance, access to information, the informal sector and property rights, and women and youth. More information can be found at www.cipe.org

Page 11: Advancing Corporate Governance In the Kingdom of Bahrain

www.moic.gov.bh/Bahraincg