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Location: Central Bank of Bahrain Volume 5—Specialised Licensees > Specific Modules (By Type of Licensee) > Type 3: Financing Companies > Part A > Reporting Requirements
  • Reporting Requirements

    • BR Financing Companies CBB Reporting Module

      • BR-A Introduction

        • BR-A.1 Purpose

          • Executive Summary

            • BR-A.1.1

              This Module sets out requirements applicable to financing companyG licenseesG regarding reporting to the CBB. These include the provision of financial information to the CBB by way of prudential returns, as well as notification to the CBB of certain specified events, some of which require prior CBB approval. This Module also outlines the methods used by the CBB in gathering information required in the supervision of financing company licensees.G

              January 2013

            • BR-A.1.2

              This Module provides support for certain other parts of the Rulebook, mainly:

              (a) Principles of Business;
              (b) Public Disclosure;
              (c) Risk Management;
              (d) Financial Crime;
              (e) Capital Adequacy;
              (f) High-Level Controls;
              (g) Business Conduct; and
              (h) Auditors and Accounting Standards.
              January 2013

            • BR-A.1.3

              Unless otherwise stated, all reports referred to in this Module should be addressed to the Director of relevant supervision directorate of the CBB.

              January 2013

          • Legal Basis

            • BR-A.1.4

              This Module contains the CBB's Directive relating to reporting requirements applicable to financing company licenseesG and is issued under the powers available to the CBB under Article 38 of the Central Bank of Bahrain and Financial Institutions Law 2006 ("CBB Law').

              January 2013

            • BR-A.1.5

              For an explanation of the CBB's rule-making powers and different regulatory instruments, see Section UG-1.1.

              January 2013

        • BR-A.2 Module History

          • Evolution of Module

            • BR-A.2.1

              This Module was first issued in January 2013. All subsequent changes to this Module are annotated with the end-calendar quarter date in which the change was made: UG-3 provides further details on Rulebook maintenance and version control.

              January 2013

            • BR-A.2.2

              A list of recent changes made to this Module is provided below:

              Module Ref. Change Date Description of Changes
              BR-1.5.1 04/2013 Clarified deadline to update IIS.
              BR-2.3.9 04/2013 Corrected cross reference.
              BR-2.3.10 04/2013 Aligned with requirements of Article 57 of the CBB Law.
              BR-1.1.2 and BR-3.5.11 07/2013 Amended numbering of referred appendix.
              BR-1.2.2 01/2014 Clarified format of interim financial statements.
              BR-1.3.5 01/2014 Added liquidity reporting requirements.
              BR-1.6 01/2014 Added new Section on Internet Security Measures.
              BR-1.1.2 and BR1.2.4- 04/2014 Added requirement for agreed upon procedures report for annual and semi-annual disclosures.
              BR-1.1.2 and BR-1.1.2A 10/2014 To align and update requirements dealing with new Appendix BR-5, Board and Committee meetings with the requirements under Paragraph HC-1.3.9.
              BR-1.3 10/2014 Updated to reflect new reporting form PIRFM.
              BR-1.2 10/2015 Added new reporting requirements dealing with draft interim financial statements and financial review report.
              BR-2.3.12 01/2016 Corrected cross references.
              BR-2.2.16 04/2016 Corrected cross reference.
              BR-1.1.2 04/2017 Added sub-paragraph (k) on CPD requirements.
              BR-1.7 04/2017 Added a new Section on Onsite Inspection Reporting.

      • BR-B Scope of Application

        • BR-B.1 Scope of Application

          • BR-B.1.1

            The content of this Module applies to all financing company licenseesG authorised in the Kingdom (thereafter referred to in this Module as licenseesG ).

            January 2013

      • BR-1 Prudential Reporting

        • BR-1.1 Annual Requirements

          • BR-1.1.1

            All licenseesG are required to submit to the CBB their annual audited financial statements within 3 months of their financial year end.

            January 2013

          • BR-1.1.2

            In addition to the statements required in Paragraph BR-1.1.1, licenseesG are required to submit to the CBB the following information within 3 months of their financial year end:

            (a) The external auditor's management letter;
            (b) Audited financial statements of all subsidiaries (whether or not consolidated) along with their management letters;
            (c) The financing company's group structure and the internal organisation chart;
            (d) A list of non-performing and rescheduled credit facilities (including name of customer, country, amount outstanding, net interest income/ profit for the year attributed to profit & loss and the reasons for attributing interest/ profit to income);
            (e) A reconciliation statement between the audited financial statements and the relevant prudential returns;
            (f) The report on controllersG as required under Paragraph GR-4.1.10;
            (g) A report on the licensee'sG close linksG as required under Paragraph GR-5.1.3;
            (h) [This Sub Paragraph was deleted in October 2014];
            (i) Any supplementary information as required by the CBB; and
            (j) An agreed upon procedures report concerning the completeness of disclosures required by Module PD, Section PD-1.3 and Chapter PD-4 (see also AA-3.2.2).
            (k) Report on the number of hours completed during the previous year in Continuous Professional Development (CPD) via CPD Form in Appendix BR-22 by the approved persons specifically board of directors and management as required under Paragraph TC-1.2.1.
            Amended: April 2017
            Amended: October 2014
            Amended: April 2014
            Amended: July 2013
            Added: January 2013

          • BR-1.1.2A

            In accordance with Paragraph HC-1.3.9, licensees must submit annually a report recording the board meetings held during the year. Such report must be submitted to the CBB, within 20 calendar days of the financial year end, as an attachment to the year-end quarterly PIRFM. Reference should be made to Appendix BR-5, Board and Committee Meetings, under part B/Reporting Forms of Volume 5 for a sample of such report.

            Added: October 2014

          • BR-1.1.3

            In accordance with the provisions of Section AA-4.1, the audited financial statements and the annual reports of the licenseesG must be in full compliance with:

            (a) The International Financial Reporting Standards (IFRS); or
            (b) AAOIFI Financial Accounting Standards for Sharia Compliant Financing Companies and for products and activities not covered by AAOIFI, International Financial Reporting Standards (IFRS)/International Accounting Standards (IAS) must be followed; and
            (c) The disclosure requirements set out under Sections PD-1.2, PD-1.3 and PD-1.4.
            January 2013

          • Annual Report

            • BR-1.1.4

              LicenseesG must submit their full printed annual report to the CBB within 4 months of the end of their financial year (See PD-1.2.6).

              January 2013

        • BR-1.2 Interim Financial Statements

          • BR-1.2.1

            LicenseesG that are listed companies are required to submit to the CBB reviewed (unaudited) quarterly financial statements in accordance with the requirements outlined in Volume 6 (Capital Markets).

            January 2013

          • BR-1.2.2

            LicenseesG that are non-listed companies are required to submit to the CBB reviewed (unaudited) semi-annual financial statements on a semi-annual basis, within two months of the date of these statements. The semi-annual financial statements are to be presented in accordance with IFRS and/or AAOIFI (for sharia-compliant licenseesG ).

            Amended: January 2014
            January 2013

          • BR-1.2.3

            The statements mentioned under Paragraphs BR-1.2.1 and BR-1.2.2 must be in compliance with the requirements set out under Section PD-2.1.

            January 2013

          • Additional Reporting Requirements for Semi Annual Disclosures

            • BR-1.2.4

              Licensees are required to submit to the CBB within two months of the end of the half year an agreed upon procedures report concerning the completeness of disclosures required by Paragraph PD-2.1.6.

              Added: April 2014

          • Requirement to Submit Draft Interim and Year-end Financial Statements

            • BR-1.2.5

              In addition to the interim financial statements requirements under Paragraphs BR-1.2.1 and BR-1.2.2, licenseesG must submit their draft interim and year-end financial statements to the CBB at least one week before their board meets to discuss the interim and year-end financial statements.

              Added: October 2015

            • BR-1.2.6

              LicenseesG that are listed companies must comply with Paragraph BR-1.2.5 on a quarterly basis, while non-listed licenseesG must comply on a semi-annual basis.

              Added: October 2015

          • Requirement to Submit Financial Review Report

            • BR-1.2.7

              When submitting the draft interim and year-end financial statements required under Paragraph BR-1.2.5, licenseesG must also submit the prescribed financial review report. The prescribed format of the report for conventional licenseesG is Appendix BR-11 while Islamic licenseesG must submit Appendix BR-12. Both appendices are included under Part B of Volume 5.

              Added: October 2015

        • BR-1.3 Quarterly Prudential Requirements

          • PIRFM

            • BR-1.3.1

              All licenseesG must complete the PIRFM form (see Appendix BR-1 under Part B of Volume 5 for financing companies). This form is intended to be a financial report of the licenseeG on a consolidated basis.

              Amended: October 2014
              January 2013

            • BR-1.3.2

              The PIRFM form referred to under Paragraph BR-1.3.1 must be submitted to the CBB on a quarterly basis within 20 calendar days of the end of the reporting date.

              Amended: October 2014
              January 2013

            • BR-1.3.3

              The CBB requires all licenseesG to request their external auditor to conduct a review of the prudential return on a quarterly basis. The results of such review (in the form of an Agreed Upon Procedures report as shown in Appendix BR-6) must be submitted to the CBB's relevant supervision Directorate no later than 2 months from the end of the subject quarter. A licenseeG may apply for an exemption from this requirement provided that it meets the criteria set out under Paragraph BR-1.3.4.

              January 2013

            • BR-1.3.4

              LicenseesG which demonstrate to the satisfaction of the CBB that they have fulfilled all of the CBB's requirements with regard to Prudential Returns for at least two consecutive quarters may apply (in writing) to the CBB for an exemption from the review procedure set out in Paragraph BR-1.3.3. Such exemption may be withdrawn by the CBB at any time, should errors be detected.

              January 2013

          • Liquidity Reporting Requirements

            • BR-1.3.5

              In accordance with Paragraph LM-3.2.1, licenseesG must report their stock liquidity and maturity mismatch ratios. The reporting of these ratios is included as part of the PIRFM return required under Paragraph BR-1.3.1. Licensees must note however that the liquidity requirements are only applicable to Bahrain operations as outlined in Paragraph LM-1.2.1.

              Amended: October 2014
              Added: January 2014

        • BR-1.4 Monthly Requirements

          • BR-1.4.1

            All licenseesG which are listed on a licensed exchangeG in Bahrain must comply with the requirements of Volume 6 of the CBB Rulebook.

            January 2013

          • Connected Counterparty Exposures

            • BR-1.4.2

              All licenseesG are required to submit to the CBB their exposures to connected parties on a monthly basis on the fourth working day of the month.

              January 2013

            • BR-1.4.3

              For instructions relating to the reporting required as per Paragraph BR-1.4.2, reference should be made to Appendix BR-8 and for the concerned reporting forms refer to Appendix BR-7, found under Part B of Volume 5.

              January 2013

        • BR-1.5 IIS Reporting Requirements

          • Institutional Information System (IIS)

            • BR-1.5.1

              All licenseesG are required to complete online non-financial information related to their institution by accessing the CBB's institutional information system (IIS). LicenseesG must update the required information at least on a quarterly basis or when a significant change occurs in the non-financial information included in the IIS. If no information has changed during the quarter, the licenseeG must still access the IIS quarterly and confirm that the information contained in the IIS is correct. LicenseesG must ensure that they access the IIS within 20 calendar days from the end of the related quarter and either confirm or update the information contained in the IIS.

              Amended: April 2013
              January 2013

            • BR-1.5.2

              Licensees failing to comply with the requirements of Paragraph BR-1.5.1 or reporting inaccurate information may be subject to financial penalties or other enforcement action as outlined in Module (EN) Enforcement.

              January 2013

        • BR-1.6 Internet Security Measures

          • BR-1.6.1

            In accordance with Section OM-5.2, licenseesG providing internet financial services must regularly test their systems against security breaches and submit the vulnerability assessment report to the CBB.

            Added: January 2014

          • BR-1.6.2

            The report referred to under Paragraph BR-1.6.1 must be conducted in accordance with Section OM-5.2 and submitted to the CBB twice a year, within two months following the end of the month where the testing took place, i.e. for the June test, the report must be submitted at the latest by 31st August and for the December test, by 28th February.

            Added: January 2014

        • BR-1.7 Onsite Inspection Reporting

          • BR-1.7.1

            For the purpose of onsite inspection by the CBB, licenseesG must submit requested documents and completed questionnaires to the Inspection Directorate at the CBB three working days ahead of inspection team entry date.

            Added: April 2017

          • BR-1.7.2

            LicenseesG must review the contents of the draft Inspection Report and submit to the Inspection Directorate at the CBB a written assessment of the observations/issues raised within ten working days of receipt of such report. Evidentiary documents supporting management's comments must also be included in the response package.

            Added: April 2017

          • BR-1.7.3

            Licensees'G board are required to review the contents of the Inspection Report and submit within one month, of the report issue date, a final response to such report along with an action plan addressing the issues raised within the stipulated timeline.

            Added: April 2017

          • BR-1.7.4

            LicenseesG failing to comply with the requirements of Paragraphs BR-1.7.1 and BR-1.7.2 are subject to date sensitive requirements and other enforcement actions as outlined in Module (EN) Enforcement.

            Added: April 2017

      • BR-2 Notifications and Approvals

        • BR-2.1 Introduction

          • BR-2.1.1

            All notifications and requests for approvals required in this Chapter are to be submitted by licenseesG in writing.

            January 2013

          • BR-2.1.2

            In this Chapter, the term 'in writing' includes electronic communications capable of being reproduced in paper form.

            January 2013

          • BR-2.1.3

            LicenseesG are required to provide the CBB with a range of information to enable it to monitor the licensee's compliance with Volume 5 of the CBB Rulebook. Some of this information is provided through regular reports, whereas others are in response to the occurrence of a particular event (such as a change in name or address). The following Sections list the commonly occurring reports for which a licenseeG will be required to notify the CBB or seek its approval.

            January 2013

        • BR-2.2 Notification Requirements

          • Matters Having a Serious Supervisory Impact

            • BR-2.2.1

              A licenseeG must notify the CBB if any of the following has occurred, may have occurred or may occur in the near future:

              (a) The licensee failing to satisfy one or more of the Principles of Business referred to in Module PB;
              (b) Any matter which could have a significant adverse impact on the licensee'sG reputation;
              (c) Any matter which could affect the licensee'sG ability to continue to provide adequate services to its customers and which could result in serious detriment to a customer of the licenseeG ;
              (d) Any matter in respect of the licenseeG that could result in material financial consequences to the financial system or to other licensees;
              (e) A significant breach of any provision of the Rulebook (including a Principle);
              (f) A breach of any requirement imposed by law, regulation, directive or any other instruction issued by the CBB;
              (g) If a licenseeG becomes aware, or has information that reasonably suggests that it has or may have provided the CBB with information that was or may have been false, misleading, incomplete or inaccurate, or has or may have changed in a material way, it must notify the CBB immediately (ref. BR-3.3.2); or
              (h) If the licenseeG intends to suspend any or all the licensed regulated services or ceases business, setting out how it proposes to do so and, in particular, how it will treat any of its liabilities (ref GR-7.1.2).
              January 2013

            • BR-2.2.2

              The circumstances that may give rise to any of the events in Paragraph BR-2.2.1 are wide-ranging and the probability of any matter resulting in such an outcome, and the severity of the outcome, may be difficult to determine. However, the CBB expects licenseesG to properly consider all potential events and consequences that may arise from them.

              January 2013

            • BR-2.2.3

              In determining whether an event that may occur in the near future should be notified to the CBB, a licenseeG should consider both the probability of the event happening and the severity of the outcome should it happen. Matters having a supervisory impact could also include matters relating to a controllerG that may directly or indirectly have an effect on the licenseeG .

              January 2013

          • Legal, Professional, Administrative or other Proceedings against a Licensee

            • BR-2.2.4

              A licenseeG must notify the CBB immediately of any legal, professional or administrative or other proceedings instituted against the licenseeG , controllerG or a close linkG of the licenseeG that is known to the licenseeG and is significant in relation to the licensee'sG financial resources or its reputation.

              January 2013

            • BR-2.2.5

              A licenseeG must notify the CBB of the bringing of a prosecution for, or conviction of, any offence under any relevant law against the licenseeG or any of its approved personsG .

              January 2013

          • Fraud, Errors and other Irregularities

            • BR-2.2.6

              A licenseeG must notify the CBB immediately if one of the following events arises and the event is significant:

              (a) It becomes aware that an employee may have committed a fraud against one of its customers;
              (b) It becomes aware that a person, whether or not employed by it, is acting with intent to commit fraud against it;
              (c) It identifies irregularities in its accounting or other records, whether or not there is evidence of fraud;
              (d) It suspects that one of its employees may be guilty of serious misconduct concerning his honesty or integrity and which is connected with the licensee'sG regulated activities; or
              (e) Significant conflicts of interest.
              January 2013

          • Meaning of the Term "significant"

            • BR-2.2.7

              For the purposes of this chapter, in determining whether a matter is significant, a licenseeG should have regard to:

              (a) The size of any monetary loss or potential monetary loss to itself or its customersG (either in terms of a single incident or group of similar or related incidents);
              (b) The risk of reputational loss to the licenseeG ; and
              (c) Whether the incident or a pattern of incidents reflects weaknesses in the licensee'sG internal controls.
              January 2013

            • BR-2.2.8

              In addition, if the licenseeG may have suffered significant financial losses as a result of the incident, or may suffer reputational loss, the CBB will wish to consider this and whether the incident is indicative of weaknesses in the licensee'sG internal controls.

              January 2013

          • Insolvency, Bankruptcy and Winding Up

            • BR-2.2.9

              Except in instances where the CBB has initiated the following actions, a licenseeG must notify the CBB immediately of any of the following events:

              (a) The calling of a meeting to consider a resolution for winding up the licenseeG , a controllerG or close linkG of the licenseeG ;
              (b) An application to dissolve a controllerG or close linkG of the licenseeG :
              (c) The presentation of a petition for the winding up of a controllerG or close linkG of the licenseeG ;
              (d) The making of any proposals, or the making of, a composition or arrangement with any one or more of the licensee'sG creditors, for material amounts of debt;
              (e) An application for the appointment of an administrator or trustee in bankruptcy to a controllerG or close linkG of the licenseeG ;
              (f) The appointment of a receiver to the licenseeG or to a controllerG or close linkG of the licenseeG (whether an administrative receiver or a receiver appointed over particular property); or
              (g) An application against the licenseeG , a controllerG or close linkG of the licenseeG under Part 10 of the CBB Law or the Bankruptcy and Composition Law of 1987 or similar legislation in another jurisdiction.
              January 2013

          • External Auditor

            • BR-2.2.10

              A licensee must notify the CBB of the following:

              (a) Removal or resignation of its external auditor (ref. AA-1.2.1); or
              (b) A change in the partner in charge of conducting the external audit. (Ref. AA-1.3.3).
              January 2013

          • Approved Persons

            • BR-2.2.11

              A licenseeG must notify the CBB of the termination of employment of any approved personsG , including reasons for their termination and arrangements for replacing them (ref. AU-4.3.8 and AU-4.5.7).

              January 2013

          • Authorised Signatories

            • BR-2.2.12

              At the time of authorisation (when the license is granted) or whenever a change occurs, in order to maintain an up-to-date record of authorised signatories of respective financial institutions, the CBB requires all licenseesG to submit to the licensee'sG CBB supervisory point of contact a list of specimen signatures of the officials authorised to sign on behalf of the concerned institution, together with, where appropriate, details of what they are authorised to sign for.

              January 2013

          • Capital Adequacy Liquidity Requirements

            • BR-2.2.13

              In the event that a licenseeG fails to meet any of the requirements specified in Module CA (Capital Adequacy) or Module LM (Liquidity Risk Management), it must, on becoming aware that it has breached the requirements, immediately notify the CBB in writing (ref. CA-1.1.9 and LM-1.1.3).

              January 2013

            • BR-2.2.14

              As specified in Article 58 of the CBB Law, a licenseeG must notify the CBB immediately of any matter that may affect its financial position, currently or in the future, or limit its ability to meet its obligations.

              January 2013

          • Outsourcing Arrangements

            • BR-2.2.15

              LicenseesG must immediately inform their normal supervisory contact at the CBB of any material problems or changes encountered with an outsourcing provider (ref. OM-3.3.4).

              January 2013

          • Controllers

            • BR-2.2.16

              If, as a result of circumstances outside the licensee'sG knowledge and/or control, one of the changes to their controllersG specified in Paragraph GR-4.1.1 is triggered prior to CBB approval being sought or obtained, the licenseeG must notify the CBB on the earlier of:

              (a) The moment the change takes effect; or
              (b) The moment the controllerG becomes aware of the proposed change (ref. GR-4.1.7).
              Amended: April 2016
              January 2013

            • BR-2.2.17

              A licenseeG must notify the CBB of any event as specified under Article 52 of the CBB Law.

              January 2013

          • Promotional Schemes

            • BR-2.2.18

              LicenseesG must notify the CBB, and send copies of the documentation relating to promotional schemes, at least ten business days prior to their launch, after ensuring that such promotional schemes are in line with the Rules under Section BC-1.

              January 2013

          • Introduction of New or Expanded Customer Products and Facilities

            • BR-2.2.19

              All licenseesG should notify the CBB of information relating to any new or expanded customer products and facilities in accordance with the requirements set out under Section BC-3.2.

              January 2013

          • Write-offs

            • BR-2.2.20

              All licenseesG must notify the CBB of any write-off of a credit facility of an amount in excess of BD100,000 or its equivalent in foreign currency.

              January 2013

        • BR-2.3 Approval Requirements

          • Branches or Subsidiaries

            • BR-2.3.1

              In accordance with Rule AU-4.2.1, a licenseeG must seek prior written approval from the CBB for opening a branch or a subsidiary.

              January 2013

            • BR-2.3.2

              LicenseeG s wishing to cancel an authorisation for a branch or subsidiary must obtain the CBB's written approval before ceasing the activities of the branch or subsidiary.

              January 2013

          • Change in Name

            • BR-2.3.3

              In accordance with Paragraph GR-2.1.1, a licenseeG must seek prior written approval from the CBB and give reasonable advance notice of a change in:

              (a) The licensee'sG name (being its registered name if the licenseeG is a body corporate); and/or
              (b) The licensee'sG trade name.
              January 2013

            • BR-2.3.4

              The request under Paragraph BR-2.3.3 must include the details of the proposed new name and the date on which the licenseeG intends to use the new name.

              January 2013

          • Change of Address

            • BR-2.3.5

              As specified in Article 51 of the CBB Law, a licenseeG must seek approval from the CBB and give reasonable advance notice of a change in the address of the licensee'sG principal place of business in Bahrain, and that of its branches.

              January 2013

            • BR-2.3.6

              The request under Paragraph BR-2.3.5 must include the details of the proposed new address and the date on which the licenseeG intends to use the new address.

              January 2013

          • Change in Legal Status

            • BR-2.3.7

              A licenseeG must seek CBB approval and give reasonable advance notice of a change in its legal status that may, in any way, affect its relationship with or limit its liability to its customers.

              January 2013

          • Change in Paid-up or Issued Capital

            • BR-2.3.8

              As specified in Article 57(3) of the CBB Law, a licenseeG must seek CBB prior approval before making any modification to its issued or paid-up capital.

              January 2013

          • Controllers

            • BR-2.3.9

              In accordance with Section GR-4.1, licenseesG must seek CBB prior approval and give reasonable advance notice of any of the following events:

              (a) A person acquiring control or ceasing to have control of the licenseeG ;
              (b) An existing controller acquiring an additional type of control (such as ownership or significant influence) or ceasing to have a type of control of the licenseeG ;
              (c) An existing controller increasing the percentage of shares or voting power beyond 10%, 20% or 40% of the licenseeG ; and
              (d) An existing controller becoming or ceasing to be a parent undertaking of the licenseeG .
              Amended: April 2013
              January 2013

          • Mergers, Acquisitions, Disposals and Establishment of New Subsidiaries

            • BR-2.3.10

              As specified in Article 57 of the CBB Law, a licenseeG incorporated in Bahrain must seek CBB prior approval and give reasonable advance notice of its intention to enter into a:

              (a) Merger with another undertaking; or
              (b) Proposed acquisition, disposal or establishment of a new subsidiary undertakingG ; or
              (c) Modify its memorandum or articles of association.
              Amended: April 2013
              January 2013

          • Write-offs

            • BR-2.3.11

              Licensees should obtain the CBB's prior written approval before writing off any of the following exposures:

              (a) To any present or former director of the licenseeG ;
              (b) Which are guaranteed by a director of the licenseeG ;
              (c) To any business entity for which the licenseeG or any of its directors is an agent;
              (d) To any officer or employee of the licenseeG , or any other person who receives remuneration from the licenseeG ;
              (e) To any business entity in which the licenseeG (or any of its directors, officers or other persons receiving remuneration from the licenseeG ) has a material interest as a shareholder (i.e. 5% or more), or as a director, manager, agent or guarantor; and
              (f) To any person who is a director, manager or officer of another licenseeG of the CBB.
              January 2013

          • Outsourcing Arrangements

            • BR-2.3.12

              A licenseeG must seek prior approval from the CBB for the following:

              (a) Outsourcing of their internal audit function (ref. OM-2.7);
              (b) Intra-group outsourcing (ref. OM-2.8.3); or
              (c) Outsourcing other core functions (OM-2.3).
              Amended: January 2016
              January 2013

          • Matters Having a Supervisory Impact

            • BR-2.3.13

              A licenseeG must seek prior approval from the CBB for any material changes or proposed changes to the information provided to the CBB in support of an authorisation application that occurs after authorisation has been granted.

              January 2013

            • BR-2.3.14

              Any licenseeG that wishes, intends or has been requested to do anything that might contravene, in its reasonable opinion, the provisions of UNSCR 1373 (and in particular Article 1, Paragraphs c) and d) of UNSCR 1373) must seek, in writing, the prior written opinion of the CBB on the matter (ref. FC-8.2.2).

              January 2013

            • BR-2.3.15

              As specified in Article 57 of the CBB Law, a licenseeG wishing to modify its Memorandum or Articles of Association, must obtain prior written approval from the CBB.

              January 2013

            • BR-2.3.16

              As specified in Article 57 of the CBB Law, a licenseeG wishing to transfer all or a major part of its assets or liabilities inside or outside the Kingdom, must obtain prior written approval from the CBB.

              January 2013

          • External Auditor

            • BR-2.3.17

              A licenseeG must seek prior approval from the CBB for the appointment or re-appointment of its external auditor (ref. AU-2.7.1 and AA-1.1.1)

              January 2013

          • Dividend Distribution

            • BR-2.3.18

              LicenseesG , must obtain the CBB's prior written approval to any dividend proposed to be distributed to the shareholders, in accordance with Chapter GR-4.

              January 2013

          • Approved Persons

            • BR-2.3.19

              A licenseeG must seek prior approval from the CBB for the appointment of persons undertaking a controlled functionG (ref. Article 65 of the CBB Law, AU-1.2 and AU-4.3.1).

              January 2013

            • BR-2.3.20

              LicenseesG must seek prior CBB approval before an approved personG may move from one controlled functionG to another within the same licenseeG (ref. AU-4.3.11).

              January 2013

            • BR-2.3.21

              If a controlled functionG falls vacant, a licenseeG making immediate interim arrangements for the controlled functionG affected, must obtain approval from the CBB (ref. AU-4.4.5).

              January 2013

          • Cessation of Business

            • BR-2.3.22

              In accordance with Paragraph GR-7.1.1 and Article 50 of the CBB Law, licenseesG must seek the CBB's prior approval should they wish to cease to provide or suspend any or all of the licensed regulated services of their operations and/or liquidate their business.

              January 2013

      • BR-3 Information Gathering by the CBB

        • BR-3.1 Power to Request Information

          • BR-3.1.1

            In accordance with Article 111 of the CBB Law, licenseesG must provide all information that the CBB may reasonably request in order to discharge its regulatory obligations.

            January 2013

          • BR-3.1.2

            LicenseesG must provide all relevant information and assistance to the CBB inspectors and appointed expertsG on demand as required by Articles 111 and 114 of the CBB Law. Failure by licenseesG to cooperate fully with the CBB's inspectors or appointed expertsG , or to respond to their examination reports within the time limits specified, will be treated as demonstrating a material lack of cooperation with the CBB which will result in other enforcement measures being considered, as described elsewhere in Module EN. This rule is supported by Article 114(a) of the CBB Law.

            January 2013

          • BR-3.1.3

            Article 163 of the CBB Law provides for criminal sanctions where false or misleading statements are made to the CBB or any person /appointed expertG appointed by the CBB to conduct an inspection or investigation on the business of the licenseeG or the listed licensee.

            January 2013

          • Information Requested on Behalf of other Supervisors

            • BR-3.1.4

              The CBB may ask licenseesG to provide it with information at the request of or on behalf of other supervisors to enable them to discharge their functions properly. Those supervisors may include overseas supervisors or government agencies in Bahrain. The CBB may also, without notifying a licenseeG , pass on to those supervisors or agencies information that it already has in its possession.

              January 2013

        • BR-3.2 Access to Premises

          • BR-3.2.1

            In accordance with Article 114 of the CBB Law, a licenseeG must permit representatives of the CBB, or persons appointed for the purpose by the CBB to have access, with or without notice, during reasonable business hours to any of its business premises in relation to the discharge of the CBB's functions under the relevant law.

            January 2013

          • BR-3.2.2

            A licenseeG must take reasonable steps to ensure that its agents and providers under outsourcing arrangements permit such access to their business premises, to the CBB.

            January 2013

          • BR-3.2.3

            A licenseeG must take reasonable steps to ensure that each of its providers under material outsourcing arrangements deals in an open and cooperative way with the CBB in the discharge of its functions in relation to the licenseeG .

            January 2013

          • BR-3.2.4

            The cooperation that licenseesG are expected to procure from such providers is similar to that expected of licenseesG themselves.

            January 2013

        • BR-3.3 Accuracy of Information

          • BR-3.3.1

            LicenseesG must take reasonable steps to ensure that all information they give to the CBB is:

            (a) Factually accurate or, in the case of estimates and judgements, fairly and properly based after appropriate enquiries have been made by the licenseeG ; and
            (b) Complete, in that it should include everything which the CBB would reasonably and ordinarily expect to have.
            January 2013

          • BR-3.3.2

            If a licenseeG becomes aware, or has information that reasonably suggests that it has or may have provided the CBB with information that was or may have been false, misleading, incomplete or inaccurate, or has or may have changed in a material way, it must notify the CBB immediately. The notification must include:

            (a) Details of the information which is or may be false, misleading, incomplete or inaccurate, or has or may have changed;
            (b) An explanation why such information was or may have been provided; and
            (c) The correct information.
            January 2013

          • BR-3.3.3

            If the information in Paragraph BR-3.3.2 cannot be submitted with the notification (because it is not immediately available), it must instead be submitted as soon as possible afterwards.

            January 2013

        • BR-3.4 Methods of Information Gathering

          • BR-3.4.1

            The CBB uses various methods of information gathering on its own initiative which require the cooperation of licenseesG :

            (a) Representatives of the CBB may make onsite visits at the premises of the licenseeG . These visits may be made on a regular basis, or on a sample basis, for special purposes such as theme visits (looking at a particular issue across a range of licenseesG ), or when the CBB has a particular reason for visiting a licenseeG ;
            (b) Appointees of the CBB may also make onsite visits at the premises of the licenseeG . Appointees of the CBB may include persons who are not CBB staff, but who have been appointed to undertake particular monitoring activities for the CBB, such as in the case of Appointed ExpertsG (refer to Chapter EN-2);
            (c) The CBB may request the licenseeG to attend meetings at the CBB's premises or elsewhere;
            (d) The CBB may seek information or request documents by telephone, at meetings or in writing, including electronic communication; or
            (e) The CBB may require licenseesG to submit various documents or notifications, as per Chapter BR-2, in the ordinary course of their business such as financial reports or on the happening of a particular event in relation to the licenseeG such as a change in control.
            January 2013

          • BR-3.4.2

            When seeking meetings with a licenseeG or access to the licensee'sG premises, the CBB or the CBB appointee needs to have access to a licensee'sG documents and personnel. Such requests will be made during reasonable business hours and with proper notice. There may be instances where the CBB may seek access to the licensee'sG premises without prior notice. While such visits are not common, the prospect of unannounced visits is intended to encourage licenseesG to comply at all times with the requirements and standards imposed by the CBB as per legislation and Volume 5 of the CBB Rulebook.

            January 2013

          • BR-3.4.3

            The CBB considers that a licenseeG should:

            (a) Make itself readily available for meetings with representatives or appointees of the CBB;
            (b) Give representatives or appointees of the CBB reasonable access to any records, files, tapes or computer systems, which are within the licensee'sG possession or control, and provide any facilities which the representatives or appointees may reasonably request;
            (c) Produce to representatives or appointees of the CBB specified documents, files, tapes, computer data or other material in the licensee'sG possession or control as may be reasonably requested;
            (d) Print information in the licensee'sG possession or control which is held on computer or otherwise convert it into a readily legible document or any other record which the CBB may reasonably request;
            (e) Permit representatives or appointees of the CBB to copy documents of other material on the premises of the licenseeG at the licensee'sG expense and to remove copies and hold them elsewhere, or provide any copies, as may be reasonably requested; and
            (f) Answer truthfully, fully and promptly all questions which representatives or appointees of the CBB reasonably put to it.
            January 2013

          • BR-3.4.4

            The CBB considers that a licenseeG should take reasonable steps to ensure that the following persons act in the manner set out in Paragraph BR-3.4.3:

            (a) Its employees; and
            (b) Any other members of its group and their employees.
            January 2013

          • BR-3.4.5

            In gathering information to fulfill its supervisory duties, the CBB acts in a professional manner and with due regard to maintaining confidential information obtained during the course of its information gathering activities.

            January 2013

        • BR-3.5 The Role of the Appointed Expert

          • Introduction

            • BR-3.5.1

              The content of this Chapter is applicable to all licenseesG and appointed expertsG .

              January 2013

            • BR-3.5.2

              The purpose of the contents of this Chapter is to set out the roles and responsibilities of appointed expertsG when appointed pursuant to Article 114 or 121 of the CBB Law (see EN-2.1.1). These Articles empower the CBB to assign some of its officials or others to inspect or conduct investigations of licenseesG .

              January 2013

            • BR-3.5.3

              The CBB uses its own inspectors to undertake on-site examinations of licenseesG as an integral part of its regular supervisory efforts. In addition, the CBB may commission reports on matters relating to the business of licenseesG in order to help it assess their compliance with CBB requirements. Inspections may be carried out either by the CBB's own officials, by duly qualified appointed expertsG appointed for the purpose by the CBB, or a combination of the two.

              January 2013

            • BR-3.5.4

              The CBB will not, as a matter of general policy, publicise the appointment of an appointed expertG , although it reserves the right to do so where this would help achieve its supervisory objectives. Both the appointed expertG and the CBB are bound to confidentiality provisions restricting the disclosure of confidential information with regards to any such information obtained in the course of the investigation.

              January 2013

            • BR-3.5.5

              Unless the CBB otherwise permits, appointed expertsG should not be the same firm appointed as external auditor of the licenseeG .

              January 2013

            • BR-3.5.6

              Appointed expertsG will report directly to and be responsible to the CBB in this context and will specify in their report any limitations placed on them in completing their work (for example due to the licensee'sG group structure). The report produced by the appointed expertsG is the property of the CBB (but is usually shared by the CBB with the firm concerned).

              January 2013

            • BR-3.5.7

              Compliance by appointed expertsG with the contents of this Chapter will not, of itself, constitute a breach of any other duty owed by them to a particular licenseeG (i.e. create a conflict of interestG .

              January 2013

            • BR-3.5.8

              The CBB may appoint one or more of its officials to work on the appointed expertsG ' team for a particular licenseeG .

              January 2013

          • The Required Report

            • BR-3.5.9

              The scope of the required report will be determined and detailed by the CBB in the appointment letter. Commissioned appointed expertsG would normally be required to report on one or more of the following aspects of a licensee'sG business:

              (a) Accounting and other records;
              (b) Internal control systems;
              (c) Returns of information provided to the CBB;
              (d) Operations of certain departments; and/or
              (e) Other matters specified by the CBB.
              January 2013

            • BR-3.5.10

              Appointed expertsG will be required to form an opinion on whether, during the period examined, the licenseeG is in compliance with the relevant provisions of the CBB Law and the CBB's relevant requirements, as well as other requirements of Bahrain Law and, where relevant, industry best practice locally and/or internationally.

              January 2013

            • BR-3.5.11

              The appointed expertsG ' report should follow the format set out in Appendix BR-10, in part B of the CBB Rulebook.

              Amended: July 2013
              January 2013

            • BR-3.5.12

              Unless otherwise directed by the CBB or unless the circumstances described in Paragraph BR-3.5.16 apply, the report must be discussed with the Board of directors and/or senior managementG in advance of it being sent to the CBB.

              January 2013

            • BR-3.5.13

              Where the report is qualified by exceptionG , the report must clearly set out the risks which the licenseeG runs by not correcting the weakness, with an indication of the severity of the weakness should it not be corrected. Appointed expertsG will be expected to report on the type, nature and extent of any weaknesses found during their work, as well as the implications of a failure to address and resolve such weaknesses.

              January 2013

            • BR-3.5.14

              If the appointed expertsG conclude, after discussing the matter with the licenseeG , that they will give a negative opinion (as opposed to one qualified by exceptionG ) or that the issue of the report will be delayed, they must immediately inform the CBB in writing giving an explanation in this regard.

              January 2013

            • BR-3.5.15

              The report must be completed, dated and submitted, together with any comments by directors or management (including any proposed timeframe within which the licenseeG has committed to resolving any issues highlighted by the report), to the CBB within the timeframe applicable.

              January 2013

          • Other Notifications to the CBB

            • BR-3.5.16

              Appointed expertsG must communicate to the CBB, during the conduct of their duties, any reasonable belief or concern they may have that any of the requirements of the CBB, including the criteria for licensing a licenseeG (see Module AU), are not or have not been fulfilled, or that there has been a material loss or there exists a significant risk of material loss in the concerned licenseeG , or that the interests of customers are at risk because of adverse changes in the financial position or in the management or other resources of a licenseeG . Notwithstanding the above, it is primarily the licensee'sG responsibility to report such matters to the CBB.

              January 2013

            • BR-3.5.17

              The CBB recognises that appointed expertsG cannot be expected to be aware of all circumstances which, had they known of them, would have led them to make a communication to the CBB as outlined above. It is only when appointed expertsG , in carrying out their duties, become aware of such a circumstance that they should make detailed inquiries with the above specific duty in mind.

              January 2013

            • BR-3.5.18

              If appointed expertsG decide to communicate directly with the CBB in the circumstances set out in Paragraph BR-3.5.16, they may wish to consider whether the matter should be reported at an appropriate senior level in the licenseeG at the same time and whether an appropriate senior representative of the licenseeG should be invited to attend the meeting with the CBB.

              January 2013

          • Permitted Disclosure by the CBB

            • BR-3.5.19

              Information which is confidential and has been obtained under, or for the purposes of, this chapter or the CBB Law may only be disclosed by the CBB in the circumstances permitted under the Law. This will allow the CBB to disclose information to appointed expertsG to fulfil their duties. It should be noted, however, that appointed expertsG must keep this information confidential and not divulge it to a third party except with the CBB's permission and/or unless required by Bahrain Law.

              January 2013

          • Trilateral Meeting

            • BR-3.5.20

              The CBB may, at its discretion, call for a trilateral meetingG (s) to be held between the CBB and representatives of the relevant licenseeG and the appointed expertsG . This meeting will provide an opportunity to discuss the appointed expertsG ' examination of, and report on, the licenseeG .

              January 2013

    • PD Financing Companies Public Disclosure Module

      • PD-A Introduction

        • PD-A.1 Purpose

          • PD-A.1.1

            The purpose of this Module is to set out the detailed qualitative and quantitative public disclosure requirements that financing companiesG should adhere to in order to enhance corporate governance and financial transparency through better public disclosure. Such disclosures also help to protect customersG and facilitate market discipline.

            January 2014

          • PD-A.1.2

            This Module provides support for certain other parts of the Rulebook, namely:

            (a) Prudential Consolidation and Deduction Requirements;
            (b) Licensing and Authorisation Requirements;
            (c) CBB Reporting Requirements;
            (d) Credit Risk Management;
            (e) Operational Risk Management;
            (f) High Level Controls;
            (g) Relationship with Audit Firms; and
            (h) Penalties and Fines.
            January 2014

          • PD-A.1.3

            This Module also provides support for certain aspects relating to disclosure requirements stipulated in the Central Bank of Bahrain and Financial Institutions Law (Decree No. 64 of 2006) and the Bahrain Commercial Companies Law (as amended).

            January 2014

          • Legal Basis

            • PD-A.1.4

              This Module contains the Central Bank of Bahrain's ('the CBB') Directive (as amended from time to time) relating to public disclosure and disclosure to shareholders and is issued pursuant to the powers available to the CBB under Article 38 of the Central Bank of Bahrain and Financial Institutions Law 2006 ('CBB Law'). It also incorporates the requirements of Article 62 of the CBB Law with respect to the publication of financial statements. The Directive in this Module is applicable to all financing company licenseesG .

              January 2014

            • PD-A.1.5

              For an explanation of the CBB's rule-making powers and different regulatory instruments, see Section UG-1.1.

              January 2014

        • PD-A.2 General Requirements

          • PD-A.2.1

            All financing companiesG must have a formal disclosure policy as part of their overall communications strategy, supported by documented procedures and approved by the Board of Directors that addresses the disclosures that the company makes and the internal controls over the disclosure process. In addition, all financing companiesG must carry out a regular review of the validity of their disclosures (in terms of scope and accuracy) as outlined in Modules BR and AA.

            January 2014

          • PD-A.2.2

            All financing companiesG are required to publish their annual audited, and reviewed quarterly financial statements per the rules set out in this Module and Article 62 of the CBB Law, the Bahrain Commercial Companies Law (as amended), the Rulebook of the licensed exchangeG and Volume 6 (Capital Markets), where applicable. Such financial statements must be prepared in accordance with International Financial Reporting Standards (IFRS) in the case of conventional financing companies and Financial Accounting Standards (FAS) issued by the Accounting and Auditing Organisation for Islamic Financial Institutions (AAOIFI) in the case of Shari'a compliant financing companiesG .

            January 2014

          • PD-A.2.3

            The CBB requires that each financing companyG maintain an up-to-date checklist of all applicable IFRS/AAOIFI standards and also the disclosure requirements set out in this Module for full compliance purposes. Such checklists should be part of the financing company'sG public disclosure procedures.

            January 2014

          • PD-A.2.4

            The disclosures specified in this Module, which are in addition to those required by applicable accounting standards, must be reviewed by the financing company'sG external auditor based on agreed upon procedures (unless IFRS/ AAOIFI require that the concerned disclosures are audited).

            January 2014

          • PD-A.2.5

            The disclosures in this Module may be presented as an accompanying document or appendices to the Annual Report or in the Notes to the Financial Statements at the discretion of the concerned financing companyG .

            January 2014

          • PD-A.2.6

            The external auditor's review must also check other statements in the Annual Report such as the Chairman's report to ensure that such statements are consistent with the audited financial statements and the disclosures required by this Module. All qualitative or descriptive disclosures in the Annual Report must be based upon and reflective of facts and actual practice by the financing companyG (and be subject to the above review by the company's external auditor).

            January 2014

          • PD-A.2.7

            If situations arise where disclosures required in this Module are in conflict with those required under IFRS/AAOIFI and/or any listing requirements issued by the CBB or a licensed exchangeG , listed financing companiesG should first follow the CBB's requirements as contained in Volume 6 (Capital Markets). In such situations, financing companiesG should explain any material differences between the accounting or other disclosures and the disclosure required in this Module. This explanation does not have to take the form of a line-by-line reconciliation, but should provide stakeholders with sufficient detail to make an objective assessment of the financing company'sG financial and operational health. Moreover, a formal notification to the CBB is required in such a situation.

            January 2014

          • PD-A.2.8

            A financing companyG should decide which disclosures are relevant for it based on materiality and subject to the concurrence of the financing company'sG external auditor. For the financing companies'G guidance, information would be regarded as material if its omission or misstatement could change or influence the assessment or decision of a user relying on that information for the purpose of making economic decisions.

            January 2014

          • PD-A.2.9

            Non-compliance with these disclosure requirements is likely to lead to enforcement actions, such as a fine, as outlined in Module EN (Enforcement) .

            January 2014

        • PD-A.3 Proprietary and Confidential Information

          • PD-A.3.1

            Proprietary information encompasses information (for example on products or systems), that if shared with competitors would render a financing company'sG investment in these products/systems less valuable, and hence would undermine its competitive position. Information about customersG is often confidential, in that it is provided under the terms of a legal agreement or counterparty relationship. This has an impact on what financing companiesG should reveal in terms of information about their customerG base, as well as details on their internal commercial arrangements, for instance methodologies used, parameter estimates, data etc.

            January 2014

          • PD-A.3.2

            If a financing companyG considers that disclosure of certain information required in Section PD-1.3 may prejudice seriously its position by making public information that is either proprietary or confidential in nature, it need not disclose those specific items, subject to the prior approval of the CBB. In such situations, the CBB may require the disclosure of more general information about the subject matter of the requirement, together with the fact that, and the reason why, the specific items of information have not been disclosed. This limited exemption is not intended to conflict with the disclosure requirements under IFRS and AAOIFI, as applicable.

            January 2014

        • PD-A.4 Module History

          • Evolution of Module

            • PD-A.4.1

              This Module was first issued in January 2014 by the CBB. Any material changes that have subsequently been made to this Module are annotated with the calendar quarter date in which the change was made: Chapter UG-3 provides further details on Rulebook maintenance and version control.

              January 2014

            • PD-A.4.2

              A list of recent changes made to this Module is provided below:

              Module Ref. Change Date Description of Changes
              PD-2.1.2 04/2014 Deleted requirement for non-listed licensees to publish semi-annual financial statements.
                   
                   
                   
                   

          • Superseded Requirements

            • PD-A.4.3

              This Module supersedes the following provisions contained in circulars or other regulatory requirements:

              Document Ref. Document Subject
              Volumes 1 and 2 Module PD
                 
              January 2014

      • PD-B Scope of Application

        • PD-B.1 Scope

          • PD-B.1.1

            This Module applies to all financing company licenseesG authorised in the Kingdom, thereafter referred to in this Module as licenseesG .

            January 2014

      • PD-1 Annual Disclosure Requirements

        • PD-1.1 Introduction

          • PD-1.1.1

            The purpose of this Chapter is to set out the CBB's requirements relating to the disclosure of information in the annual audited financial statements and the Annual Report of all licenseesG . This Chapter also refers to the Bahrain Commercial Companies Law (as amended) and the Rulebook of the licensed exchangeG relating to public disclosure and reporting requirements.

            January 2014

          • PD-1.1.2

            For the purpose of this Module, the following definitions apply:

            (a) 'Interest in the shares' includes, but is not be limited to, direct and/or indirect ownership of such shares, the right of voting associated with such shares, the right to receive dividends payable on such shares, and/or any right, regardless of the form thereof, to purchase (or otherwise acquire an interest in) such shares at any time;
            (b) 'Audited financial statements' refers to the financial statements required under International Financial Reporting Standards (IFRS) and/or Accounting and Auditing Organisation for Islamic Financial Institutions (AAOIFI); and
            (c) 'Annual Report' refers to the document which contains the full audited financial statements and accompanying notes as well as any accompanying commentary by the senior officials of the company.
            January 2014

        • PD-1.2 Requirements for Annual Audited Financial Statements and Annual Report

          • Submission of Annual Audited Financial Statements

            • PD-1.2.1

              All licenseesG must submit their annual audited financial statements to the CBB within 3 months of the end of the licensee'sG financial year (as required by Article 62 of the CBB Law). Licensees'G annual audited financial statements must be audited by their external auditor.

              January 2014

            • PD-1.2.2

              LicenseesG are also required to publish the annual audited financial statements on their website (see also PD-1.3.5(g)) within one week of submission to the CBB.

              January 2014

          • Publication of Annual Audited Financial Statements

            • PD-1.2.3

              LicenseesG must publish extracts from their audited annual financial statements in one Arabic and one English daily newspaper within 2 months of the end of the financial year. The newspaper disclosures may be edited, but must include at a minimum the balance sheet, the statements of income, cash flow, changes in equity and, where applicable, the statement of comprehensive income. The newspaper disclosures must also be published on the licensee'sG website within one week of publication.

              January 2014

            • PD-1.2.4

              The newspaper disclosures must include a reference to the fact that the published figures 'have been extracted from financial statements audited by XYZ auditor, who expressed an unqualified opinion on (dated report)'. LicenseesG must disclose in full any audit qualifications or matter of emphasis paragraphs contained within the auditor's opinion. The auditor's opinion must be made in accordance with the International Standards on Auditing as established by the International Federation of Accountants and AAOIFI's Standards on Auditing, where applicable.

              January 2014

            • PD-1.2.5

              LicenseesG must submit a copy of the newspaper extracts from their annual audited financial statements to the CBB within two business days of publication in the concerned newspapers. The copy must be accompanied by a letter clearly showing on which date and in which publications the statements were published.

              January 2014

          • Submission of Annual Report

            • PD-1.2.6

              All licenseesG must submit their full printed annual report to the CBB, including the full disclosures prescribed in this Chapter within 4 months of the end of the licensee'sG financial year.

              January 2014

            • PD-1.2.7

              LicenseesG are also required to place the annual report on their website (see also PD-1.3.5(g)) within one week of submission to the CBB.

              January 2014

        • PD-1.3 Disclosures in the Annual Report

          • Introduction

            • PD-1.3.1

              LicenseesG should provide timely information which facilitates market participants' assessment of them. The disclosure requirements set out in this Section must be included in the Annual Report either as an appendix or in the notes to the audited financial statements at the discretion of the concerned licenseeG . The disclosures should be addressed in clear terms and with appropriate details to help achieve a satisfactory level of transparency.

              January 2014

            • PD-1.3.2

              If a licenseeG is unable to achieve full compliance with the requirements stated in this Chapter, a meeting should be held with the relevant Banking Supervision Director at the CBB in the presence of the concerned external auditor to discuss the reasons for such non-compliance prior to the finalisation of the Annual Report. It is the responsibility of the licenseeG to call for such meetings.

              January 2014

          • Scope of Application — Qualitative Disclosures

            • PD-1.3.3

              The following information must be disclosed in relation to the licenseeG , its subsidiariesG and associatesG :

              (a) The full legal name of the top corporate entity in the group to which the disclosure requirements apply; and
              (b) An outline of the differences in the basis of consolidation for accounting and regulatory purposes.
              January 2014

          • Financial Performance and Position

            • PD-1.3.4

              The following information should be included:

              (a) Discussion of the main factors that influenced the licensee'sG financial performance for the year, explaining any differences in performance between the current year and previous years and the reasons for such differences, and discussing factors that will have a significant influence on the licensee'sG future financial performance;
              (b) Basic quantitative indicators of financial performance (e.g. ROAEG , ROAAG , NIMG , cost-to-income ratios) for the past 5 years;
              (c) A discussion of the impact of acquisitions of new businesses and discontinued business and unusual items; and
              (d) A discussion of any changes in the capital structure and their possible impact on earnings and dividends.
              January 2014

          • Corporate Governance and Transparency

            • PD-1.3.5

              The following information relating to corporate governance must be disclosed in the Annual Report:

              (a) Information about the Board structure (e.g. the size of the Board, Board committees, function of committees and membership showing executive, non-executive and independent members) and the basic organisational structure (lines of business structure and legal entity structure);
              (b) Information about the profession, business title, and experience in years of each Board member and the qualifications and experience in years of all senior managersG ;
              (c) Descriptive information on the managerial structure, including:
              (i) Committees;
              (ii) Segregation of duties;
              (iii) Reporting lines; and
              (iv) Responsibilities;
              (d) Descriptive information on the performance-linked incentive structure for the Chief Executive, the General Manager, Managers, Shari'a Board and the Board of directors (remuneration policies, executive compensation, stock optionsG , etc.);
              (e) Nature and extent of transactions with related parties (as defined by IFRS and AAOIFI as appropriate — see also PD-1.3.11(d));
              (f) Approval process for related party transactions;
              (g) Information about any changes in the structures (as mentioned in Subparagraphs PD-1.3.5(a) to PD-1.3.5(c)) from prior periods;
              (h) The communications strategy approved by the Board (including the use of the licensee'sG website) which should undertake to perform at least the following:
              (i) The disclosure of all relevant information to stakeholders on a periodic basis in a timely manner; and
              (ii) The provision of at least the last three years of financial data on the licensee'sG website;
              (i) Distribution of ownership of shares by nationality;
              (j) Directors' and senior managers'G trading of the licensee'sG shares during the year, on an individual basis;
              (k) Distribution of ownership of shares by directors and senior managersG , on an individual basis;
              (l) Distribution of ownership of shares by size of shareholder;
              (m) Ownership of shares by government;
              (n) The Board's functions — rather than a general statement (which could be disclosed simply as the Board's legal obligations under various laws) the 'mandate' of the Board should be set out;
              (o) The types of material transactions that require Board approval;
              (p) Number and names of independent board members;
              (q) Board terms and start date for each term for each director;
              (r) What the board does to induct, educate and orient new directors;
              (s) Election system of directors and any termination arrangements;
              (t) Meeting dates (number of meetings during the year);
              (u) Attendance of directors at each meeting;
              (v) Whether the board has adopted a written code of ethical business conduct, and if so the text of that code and a statement of how the board monitors compliance;
              (w) Minimum number of Board committee meetings per year, the actual number of board meetings, attendance of committees' members and the work of committees and any significant issues arising during the period;
              (x) Reference to Module HC and any amendments subsequently made by the CBB, including explanation and nature of any non-compliance with Module HC in accordance with Paragraph HC-A.1.8;
              (y) Review of internal control processes and procedures;
              (z) Directors responsibility with regard to the preparation of financial statements;
              (aa) Board of Directors — whether or not the board, its committees and individual directors are regularly assessed with respect to their effectiveness and contribution;
              (bb) LicenseesG must maintain a website;
              (cc) Aggregate remuneration paid to board members;
              (dd) Remuneration policy of the licenseeG for board members and senior managementG ; and
              (ee) Aggregate remuneration paid to senior managementG .
              January 2014

            • PD-1.3.5A

              With regards to corporate governance, licenseesG are subject to additional disclosure requirements on corporate governance, whereby such disclosure are for the benefit of shareholders (See Chapter PD-4).

              January 2014

          • Capital Structure — Qualitative Disclosures

            • PD-1.3.6

              All licenseesG must disclose summary information of the terms and conditions of the main features of all capital instruments listed in Paragraph PD-1.3.7 including innovative, complex or hybrid capital instruments.

              January 2014

          • Capital Structure — Quantitative Disclosures

            • PD-1.3.7

              All licenseesG must disclose the amount of core capitalG with separate disclosures of:

              (a) Authorised capital;
              (b) Paid-up share capital/common stock;
              (c) Breakdown of reserves and retained earnings;
              (d) Minority interests in the equity of subsidiaries;
              (e) Other capital instruments such as subordinated debt or hybrid capital instruments; and
              (f) Regulatory deductions from core capitalG (see Paragraph CA-1.1.6 for more guidance).
              January 2014

          • Capital Adequacy

            • PD-1.3.8

              All licenseesG must present a summary of the licensee'sG approach to assessing the adequacy of capital and adherence to the gearing requirements to support current and future activities.

              January 2014

          • General Qualitative Disclosure Requirements

            • PD-1.3.9

              All licenseesG must describe their risk management objectives and policies for each separate risk area below and provide information on whether or not strategies used have been effective throughout the reporting period. The strategies, processes and internal controls (including internal audit) must be described for each area below including the structure and organisation of the relevant risk management function, and the scope and nature of risk reporting systems and policies for hedging/mitigating risk and strategies for monitoring the continuing effectiveness of hedges/mitigants. There are also certain specific disclosures for each of these areas in addition to the general qualitative disclosures required by this Paragraph:

              (a) Credit risk (see also PD-1.3.10 – PD-1.3.12);
              (b) Securitisations (see also PD-1.3.13 – PD-1.3.14); and
              (c) Operational Risk (see also PD-1.3.15 – PD-1.3.16).
              January 2014

          • Credit Risk — Qualitative Disclosures

            • PD-1.3.10

              All licenseesG must make the general qualitative disclosures outlined in Paragraph PD-1.3.9, as well as those below:

              (a) Definition of past due and impaired credit facilities (for accounting purposes); and
              (b) Description of the approaches for specific and collective impairment provisions and statistical methods used (where applicable).
              January 2014

          • Credit Risk — Quantitative Disclosures

            • PD-1.3.11

              All licenseesG must disclose the following:

              (a) Total gross credit exposures (gross outstanding before any risk mitigation) plus average gross exposures over the period broken down by major types of credit exposure (as outlined under IFRS) into funded and unfunded exposures. Where the period end position is representative of the risk positions of the company during the period, average gross exposures need not be disclosed. LicenseesG must state that average gross exposures have not been disclosed for this reason. Where average amounts are disclosed in accordance with an accounting standard or other requirement which specifies the calculation method to be used, that method should be followed. Otherwise, the average exposures should be calculated using the most frequent interval that an entity's systems generate for management, regulatory or other reasons, provided that the resulting averages are representative of the licensee'sG operations. The basis used for calculating averages needs to be stated;
              (b) Geographic distribution of exposures, broken down into significant areas by major types of credit exposure. Geographical areas may be individual countries, or groups of countries. LicenseesG may define the geographical area according to how they manage the concerned areas internally. The criteria used to allocate exposures to particular geographical areas should be specified;
              (c) Distribution of exposures by industry or counterparty type, broken down by major types of credit exposure, broken down by funded and unfunded exposure;
              (d) Intra-group transactions including exposures to related parties, and whether such transactions have been made on an arm's length basis;
              (e) By major industry or counterparty type:
              (i) Amount of impaired loans/facilities and past due loans/facilities (see PD-1.3.12);
              (ii) Specific and collective impairment provisions (see PD-1.3.12);
              (iii) Charges for specific impairment provisions and charge-offs (write-offs) during the period; and
              (iv) Reconciliation of changes in provisions for loan impairment;
              (f) Amount of past due credit facilities, separately broken down by significant geographic areas, including the amounts of specific and collective impairment provisions related to each geographical area (see PD-1.3.11(b) for definition of geographical area);
              (g) Aggregate quantitative information about all outstanding credit facilities at year end not included in (f) above that have been restructured (according to the definition in the PIR instructions) during the period including:
              (i) The balance of any restructured credit facilities ;
              (ii) The magnitude of any restructuring activity;
              (iii) The impact of restructured credit facilities on provisions and present and future earnings; and
              (iv) The basic nature of concessions on all credit relationships that are restructured.
              If full repayment is expected, the restructured credit need not be disclosed in this section after satisfactory performance for a period of six months in accordance with the modified terms; and
              (h) Quantitative information concerning obligations with respect to recourse transactions (i.e. where the asset has been sold, but the company retains responsibility for repayment if the original counterparty defaults or fails to fulfil their obligations). Information must include the amount of assets sold and any expected losses.
              January 2014

            • PD-1.3.12

              For Paragraph PD-1.3.11, the following notes are provided for interpretative guidance:

              (a) LicenseesG must follow the residual maturity groupings currently followed under IFRS 7, but they must also extend the periods to include 5-10 years, 10-20 years, and 20 years and over (where the licenseesG have exposures or liabilities of such maturity);
              (b) In PD-1.3.11(e), licenseesG must provide an ageing of past due credit facilities on the following basis:
              (i) Ageing schedule (over 3 months, over 1 year and over 3 years) of past due credit facilities and other assets; and
              (ii) Breakdown by relevant counterparty type and geographic area;
              (c) For specific, collective and other impairment provisions, the portion of collective impairment provisions not allocated to specific geographical areas should be shown separately; and
              (d) The reconciliation of changes in provisions should show specific and collective impairment provisions separately.
              January 2014

          • Securitisation — Qualitative Disclosure Requirements

            • PD-1.3.13

              All licenseesG must disclose the following with respect to securitisation activities:

              (a) The general qualitative disclosure requirement (PD-1.3.9) with respect to securitisation, including a summary of:
              (i) The licensee'sG objectives in relation to its securitisation activities, including the extent to which these activities transfer credit risk of the underlying securitised exposures away from the licenseeG to other parties; and
              (ii) The roles played by the licenseeG in the securitisation process (for example, is the licenseeG the originator of the underlying risks, is it an investor, is it a servicer, is it a provider of credit enhancement, is it a sponsor of an asset-backed commercial paper facility, is it a liquidity provider, or is it a swap provider?) and an indication of the licensee'sG involvement in each of them;
              (b) A summary of the licensee's accounting policies for securitisation activities, including:
              (i) Whether transactions are treated as sales or financing;
              (ii) Recognition of gain on sale;
              (iii) Key assumptions for valuing retained interests, including any changes since the last report and the impact of such changes; and
              (iv) Treatment of synthetic securitisations if not covered by other accounting policies (e.g. derivatives); and
              (c) The names of External Credit Assessment Institutions (ECAIs) used for securitisations and the type of securitisation exposure for which each agency is used.
              January 2014

          • Securitisation — Quantitative Disclosure Requirements

            • PD-1.3.14

              LicenseesG must disclose the following quantitative information with respect to securitisation activities:

              (a) The total outstanding exposures securitised by the licenseeG and subject to the securitisation framework (broken down into traditional and synthetic), by exposure type. These should be categorised under bands such as credit cards, home equity, etc. Also licenseesG must separately report any securitisation transactions for the year of inception where they do not retain any exposure. LicenseesG should also clearly identify securitisations where they are acting purely as sponsors;
              (b) Securitisations broken down by exposure type showing:
              (i) The amount of impaired or past due assets securitised; and
              (ii) Losses recognised by the company during the current period;
              (c) The aggregate amount of securitisation exposures retained or purchased, broken down by exposure type; and
              (d) Summary of current year's securitisation activity, including the amount of exposures securitised (by exposure type) and recognised gain or loss on sale by asset type.
              January 2014

          • Operational Risk Disclosures

            • PD-1.3.15

              All licenseesG must disclose the general qualitative disclosures (PD-1.3.9) and also the approach for operational risk which the licenseeG employs to control such risk, and disclosures of any issues considered to be individually significant.

              January 2014

            • PD-1.3.16

              All licenseesG must disclose quantitative information on any material legal contingencies including pending legal actions, and a discussion and estimate of the potential liabilities, in addition to qualitative statements about how licenseesG manage and control such risks.

              January 2014

          • Compliance

            • PD-1.3.17

              The annual report must include a declaration by the external auditor that it did not come across any violations of the requirements below during the course of its audit work that would have any material negative impact on the financial position of the licenseeG :

              (a) The Bahrain Commercial Companies Law;
              (b) The CBB Law where a violation might have had a material negative effect on the business of the licenseeG or on its financial position;
              (c) The Regulations and Directives issued by the CBB, including Volume 6 (Capital Markets); and
              (d) The Rulebook of the licensed exchangeG and associated Resolutions, Rules and Procedures.
              January 2014

            • PD-1.3.18

              The annual report must disclose the amount of any penalties paid to the CBB during the period of the report together with a factual description of the reason(s) given by the CBB for the penalty (see Module EN). Failure to comply with this requirement will mean that the concerned licenseeG will be required to make the disclosure in the subsequent quarterly financial statement and in the subsequent annual financial statement. A financial penalty for non-disclosure will also be levied upon the concerned licenseeG .

              January 2014

        • PD-1.4 Additional Disclosure in the Annual Audited Financial Statements of Licensees Listed on a Licensed Exchange

          • PD-1.4.1

            The content of this Section is applicable only to licenseesG listed on a licensed exchangeG .

            January 2014

          • PD-1.4.2

            The disclosure requirements set out in this Section for listed licenseesG referred to under Paragraph PD-1.4.1 are in addition to those set out in Section PD-1.3.

            January 2014

          • Interests of Approved Persons

            • PD-1.4.3

              Without prejudice to any other requirement of Bahrain law (or any other direction of the CBB), the Directors' Report Section of the annual audited financial statements of listed licenseesG should contain details of the interests of approved personsG in the shares of such licenseesG . Such details should include:

              (a) Total interests in the shares of listed licenseesG by approved personsG ; and
              (b) Changes in such interests from the previous financial year to the current financial year.
              January 2014

            • PD-1.4.4

              For the purpose of the disclosure required under Paragraph PD-1.4.3, any interests in the shares of a listed licenseeG held by the connected person(s)G of an approved personG , or any other person the control of whose interests in such shares lies ultimately with the approved personG , shall be deemed to be the interests of the relevant approved personG . For a definition of 'interest in the shares', see Paragraph PD-1.1.2(a).

              January 2014

        • PD-1.5 Press Release on Annual Results

          • PD-1.5.1

            Where a licenseeG chooses to issue a narrative press release in conjunction with or in relation to the publication of its audited annual financial statements as required under Paragraph PD-1.2.3, the press release must indicate the net income for the last quarter.

            January 2014

      • PD-2 Quarterly Disclosure Requirements

        • PD-2.1 Publication of Reviewed (Unaudited) Quarterly/Semi-Annual Financial Statements for Licensees

          • PD-2.1.1

            LicenseesG that are listed companies must prepare reviewed (unaudited) quarterly financial statements in accordance with IFRS and/or AAOIFI (for sharia-compliant licenseesG ) for the first three quarters of their financial year.

            January 2014

          • PD-2.1.2

            [This Paragraph was deleted in April 2014.]

            Deleted: April 2014
            January 2014

          • PD-2.1.3

            Licensees'G unaudited financial statements must be reviewed by their external auditor who must also make a statement regarding the results of such review. Such review and statement should be made in accordance with the applicable International Standard on Review Engagements.

            January 2014

          • PD-2.1.4

            Extracts from the reviewed financial statements (including at a minimum the balance sheet, the statements of income, the cash flow, changes in equity and where applicable, the statement of comprehensive income) must be published in one Arabic and one English daily newspaper widely available in Bahrain and on the licensee'sG website within forty-five calendar days of the end of the period to which such statements relate.

            January 2014

          • PD-2.1.5

            LicenseesG must submit a newspaper copy of the statements (referred to under Paragraph PD-2.1.4) to the CBB within two business days of publication. The copy should be accompanied by a letter clearly showing on which date and in which publication(s) the statements were published.

            January 2014

          • Additional Requirements for Semi Annual Disclosures

            • PD-2.1.6

              In addition to the requirements of Paragraphs PD-2.1.1 to PD-2.1.5 above, licenseesG must make all the quantitative disclosures required by Section PD-1.3 with their half-yearly financial statements on their website.

              January 2014

        • PD-2.2 Special Arrangements for Newly-Established Licensees

          • PD-2.2.1

            Newly-established licenseesG are not required to follow the publication requirements of Section PD-2.1 for the first three quarters of their operation or until the commencement of their second financial year of operation (whichever period is the longer).

            January 2014

          • PD-2.2.2

            After the above period has expired, all newly-established locally incorporated licenseesG must follow the publication requirements of Section PD-2.1. Newly-established licenseesG must follow the requirements for annual reporting.

            January 2014

      • PD-3 Other Public Disclosure Requirements

        • PD-3.1 Press Releases Concerning Financial Statements

          • PD-3.1.1

            LicenseesG must obtain the CBB's prior approval before issuing any press releases regarding interim or annual financial statements. LicenseesG must not publish or cause to be published, any media statements until such times as CBB approval has been granted.

            January 2014

          • PD-3.1.2

            In implementing Rule PD-3.1.1, the CBB will provide the licenseeG with a written decision within two business days of the receipt of request for approval.

            January 2014

      • PD-4 Corporate Governance Disclosure to Shareholders

        • PD-4.1 General Requirements

          • PD-4.1.1

            In addition to the corporate governance disclosure required under Paragraph PD-1.3.5, licenseesG must also disclose to their shareholders the following information:

            (a) Names of shareholders owning 5% or more and, if they act in concert, a description of the voting, shareholders' or other agreements among them relating to acting in concert, and of any other direct and indirect relationships among them or with the bank licensee or other shareholders;
            (b) Information on the directorships held by the directors on other boards;
            (c) Audit fees charged by the external auditor;
            (d) Non-audit services provided by the external auditor and fees;
            (e) Reasons for any switching of auditors and reappointing of auditors; and
            (f) Conflict of Interest — any issues arising must be reported and, in addition describe any steps the board has taken or will take to ensure directors exercise independent judgment in considering transactions and agreements in respect of which a director or executive officer has a material interest.
            January 2014

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