1. The chair of the Board must provide leadership to the Board and is responsible for its overall effectiveness. The chair must ensure that Board decisions are taken on a sound and well-informed basis, encourage and promote critical discussion and ensure that dissenting views can be freely expressed during the decision-making process. The chair must:

1. a. Ensure that the Board acts efficiently, fulfils its responsibilities and discusses all issues on a timely basis;
2. b. Approve the agenda of each Board meeting, ensuring that the content, organization, quality of documentation and time allocated to each topic allows for sufficient discussion and decision making;
3. c. Encourage all Members of the Board to fully and efficiently participate in the Board meetings in order to ensure that the Board acts in the best interests of the Bank;
4. d. Adopt suitable procedures to ensure efficient communication with the shareholders and the communication of their views to the Board;
5. e. Facilitate the effective participation of Independent Members of the Board and the development of constructive relations between individual Members; and
6. f. In the case of a Bank offering Islamic financial services, safeguard an effective independent oversight of Shari`ah compliance within the organizational framework.

2. The majority of the Members of the Board must be present in each Board and its committees’ meeting for a quorum. Attendance at meetings must be by physical presence or via audio or audio-videoconferencing subject to appropriate safeguards to preserve confidentiality and accuracy of deliberations.

3. The Board and its committees’ resolutions must be issued by the majority of votes. In the case of parity, the Chairman shall have a casting vote.

4. There must be effective communication and coordination between the audit committee and the risk committee to facilitate the exchange of information and effective coverage of all risks, including emerging risks, and any needed adjustments to the Bank’s Risk Governance Framework. The risk committee must, without prejudice to the tasks of the compensation committee, examine whether incentives provided by the remuneration system take into consideration risk, capital, liquidity and the likelihood and timing of earnings.

5. The Board must ensure that new Members of the Board participate in an appropriate induction program that must include an introduction to the strategy, structure, codes of conduct, main policies and material businesses of the Bank. In addition, the induction program must include an overview of the regulatory environment applicable to the Bank, including the requirements of the Central Bank Law, Regulations and Standards.

6. The Board must dedicate sufficient time, budget and other resources to an ongoing training and development program for the Members of the Board and draw on external expertise as needed. The Board must review annually its program for ensuring that Members of the Board acquire, maintain and enhance knowledge and skills relevant to their responsibilities.

7. The Board must structure itself in terms of effective composition, size and the use of committees so as to effectively carry out its oversight role and other responsibilities. This includes ensuring that the Board has the time and means to cover all necessary subjects in sufficient depth and have a robust discussion of issues.

8. The Board, or the Board nomination committee, must carry out at least annually an assessment of the Board as a whole, its committees, and individual members. This must include an independent assessment by an external third party at least once every five (5) years.

9. Annual assessments of the Board must include but are not limited to:

1. a. Reviewing the structure, size and composition of the Board as a whole and its committees;
2. b. Reviewing the effectiveness of Board governance procedures, determining where improvements are needed and making any necessary changes; and
3. c. Assessing the ongoing suitability of each Member of the Board, taking into account the fit and proper criteria and his/her performance on the Board.

10. Issues relating to the assessment of the performance of the Board as a whole include, but are not limited to:

1. a. Has the Board set clear performance objectives, and how well has it performed against these objectives?
2. b. Has the Board been effective in the strategy development process?
3. c. What has been the Board’s contribution to ensuring effective risk management?
4. d. Is the membership of the Board appropriate with the right mix of skills and knowledge?
5. e. Is the organizational structure and interaction between the Board and Senior Management working effectively?
6. f. How well has the Board responded to problems and challenges?
7. g. Is the Board dealing with the right issues?
8. h. Is the relationship between the Board and its committees working effectively?
9. i. Is the Board kept up to date with regulatory and market developments?
10. j. Is the Board provided with appropriate and timely information of the right depth and quality?
11. k. Are Board meetings of the right frequency and length to enable proper consideration of issues?
12. l. Is the content of the agenda appropriate for the size, nature and complexity of the Bank?
13. m. Are Board procedures adequate for effective performance?

11. Issues relating to the assessment of the performance of committees of the Board include, but are not limited to:

1. a. Does each committee have appropriate terms of reference, and how well has it performed against the terms of reference?
2. b. Does the committee keep the Board adequately informed of its work?
3. c. Is the relationship between the committee and the Board as a whole working effectively?
4. d. Is the membership of the committee appropriate with the right mix of skills and knowledge?
5. e. Is the interaction between the committee and Senior Management working effectively?
6. f. How well has the committee responded to problems and challenges?
7. g. Is the committee dealing with the right issues?
8. h. Are committee meetings of the right frequency and length to enable proper consideration of issues?

12. Issues relating to the assessment of the performance of individual Members of the Board include, but are not limited to:

1. a. Does the Member of the Board continue to meet the requirements of fitness and probity, and in the case of Independent Members of the Board, independence?
2. b. Has the Member of the Board actively contributed to the work of the Board, and if applicable, Board committees?
3. c. If newly appointed, has the Member of the Board participated in the Board’s induction program?
4. d. Has the Member of the Board participated in ongoing training on relevant issues?
5. e. Has the Member of the Board kept up to date with regulatory and market developments?

13. Branches of foreign Banks must establish local governance structures that meet the requirements of this Regulation and Standards. This includes, without limitation, the use of Senior Management committee and/or other committees to effectively carry out the oversight role and other responsibilities of the Board.