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Location: Central Bank of Bahrain Volume 4—Investment Business > Part A > High Level Standards > HC High-Level Controls Module > HC-2 Approved Persons Loyalty > HC-2.2 Personal Accountability > HC-2.2.1
  • HC-2.2 Personal Accountability

    • HC-2.2.1

      The Board and its members must act with honesty, integrity, due skill and care, and in the best interests of the licenseeG , its shareholdersG and clientsG .

      January 2011

    • HC-2.2.2

      In assessing compliance with Paragraph HC-2.2.1, the CBB will take into account all actions of the Board and its members. The interest of the licenseeG includes the licenseeG 's continued compliance with all relevant rules and regulations, and the interests of employees, clientsG and other stakeholders. The interest of shareholdersG includes the current and future value of the licenseeG , its status as a going concern, transparency and disclosure of information to the market. The interest of clientsG includes ensuring that the licenseeG fulfils its obligations under its terms of businessG and treats all clientsG fairly and pays equal regard to the interests of all clients.G

      January 2011

    • HC-2.2.3

      Each member of the board must understand that under the Company Law he is personally accountable to the investment firm licenseeG and the shareholders if he violates his legal duty of loyalty to the investment firm licenseeG , and that he can be personally sued by the investment firm licenseeG or the shareholders for such violations.

      Amended: January 2013
      January 2011

    • HC-2.2.4

      An investment firm licensee'sG Board must establish and disseminate to all employees of the licenseeG a corporate code of conduct.

      Amended: October 2013
      January 2011

    • HC-2.2.5

      The code of conduct must establish standards by giving examples or expectations as regards:

      (a) Honesty;
      (b) Integrity;
      (c) The avoidance or disclosure of conflicts of interest;
      (d) Maintaining confidentiality;
      (e) Professionalism;
      (f) Commitment to the law and best practices; and
      (g) Reliability.
      January 2011

    • HC-2.2.6

      The Board must establish and disseminate to employees policies and processes for the identification, reporting and prevention or management of potential conflicts of interest, including matters such as:

      (a) Related party transactions;
      (b) The misuse of the licensee'sG assets; and
      (c) The use of privileged information for personal advantage ('insider trading').
      Amended: October 2013
      January 2011

    • HC-2.2.7

      Any transaction in which Board members or any member of management have potential conflicts of interest should either be proscribed or require formal documented approval by the Board, with measures taken to manage those conflicts (see also Paragraph HC-2.4.1).

      January 2011

    • HC-2.2.8

      The Board must ensure that policies and procedures are in place to ensure that necessary customer confidentiality is maintained.

      January 2011

    • HC-2.2.9

      The duty of loyalty includes a duty not to use property of the investment firm licenseeG for his personal needs as though it was his own property, not to disclose confidential information of the investment firm licenseeG or use it for his personal profit, not to take business opportunities of the investment firm licenseeG for himself, not to compete in business with the investment firm licenseeG , and to serve the investment firm licensee'sG interest in any transactions with the company in which he has a personal interest.

      January 2011

    • HC-2.2.10

      For purposes of Paragraph HC-2.2.9, an approved personG should be considered to have a "personal interest" in a transaction with the company if:

      (a) He himself;
      (b) A member of his family (i.e. spouse, father, mother, sons, daughters, brothers or sisters); or
      (c) Another company of which he is a director or controllerG ,

      is a party to the transaction or has a material financial interest in the transaction. (Transactions and interests which are de minimis in value should not be included.)

      January 2011

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