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1.6.1.1 Fit and Proper Requirements

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A director needs to have appropriate experience and skill set in order to perform his role and responsibilities diligently. Accordingly, the requirements from a potential director should be well defined and articulated. Central Bank of Bahrain has mandated that financial institutions are required to request CBB’s clearance before appointing any person as Director, CEO or Senior Manager of a controlled function. CBB uses ‘Fit and Proper’ criteria to evaluate suitability of the person.

CBB requires that a person should be able to demonstrate:

•Professional integrity, honesty and good reputation

•Professional competence, experience and expertise, sufficient for the function for which authorization is being applied for, and given the scale, complexity and nature of the business concerned

•Financial soundness

CBB’s Fit & Proper Requirements (CBB Rulebook: Licensing Requirements – LR-1A.3.1)

In assessing a person's fitness and propriety, the CBB will consider previous professional and personal conduct (in Bahrain or elsewhere) including, but not limited to, the following:

•The propriety of a person's conduct, whether or not such conduct resulted in a criminal offence being committed, the contravention of a law or regulation, or the institution of legal or disciplinary proceedings;

•A conviction or finding of guilt in respect of any offence, other than a minor traffic offence, by any court or competent jurisdiction;

•Any adverse finding in a civil action by any court or competent jurisdiction, relating to fraud, misfeasance or other misconduct in connection with the formation or management of a corporation or partnership;

•Whether the person has been the subject of any disciplinary proceeding by any government authority, regulatory agency or professional body or association;

•The contravention of any financial services legislation or regulation;

•Whether the person has ever been refused a license, authorization, registration or other authority;

•Dismissal or a request to resign from any office or employment;

•Disqualification by a court, regulator or other competent body, as a Director or as a manager of a corporation;

•Whether the person has been a Director, partner or manager of a corporation or partnership which has gone into liquidation or administration or where one or more partners have been declared bankrupt whilst the person was connected with that partnership;

•The extent to which the person has been truthful and open with supervisors;

•The extent to which the person has appropriate professional and other qualifications for the controlled function in question;

•The extent to which the person has sufficient experience, or is otherwise able to perform the functions of the controlled function in question;

•Whether the person has ever been adjudged bankrupt, entered into any arrangement with creditors in relation to the inability to pay due debts, or failed to satisfy a judgment debt under a court order.

Corporate Governance - Implementation Guide

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