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Article (3): Oversight and Management Responsibilities

C 24/2022 Effective from 29/9/2022
1.The Board must ensure that a Company and, if applicable, Group has in place robust Corporate Governance policies and processes commensurate with its risk profile and the nature and scale of activity. Such policies must be based on clear segregation between the oversight function and the management responsibilities.
 
2.The Board must ensure that there is a clear allocation of roles and responsibilities to the Board as a whole, to committees of the Board, to Senior Management and key persons in Control Functions, in a manner that guarantees appropriate segregation of duties. The Board must supervise Senior Management through creating a flexible and transparent organisational structure that guarantees the timely flow of information to decision makers, the accountability of Senior Management towards the Board and the accountability of Board Members towards shareholders and other stakeholders.
 
3.The Board must oversee Senior Management and their performance in order to ensure that the Company's activities are carried out in a manner consistent with the business strategy, Risk Governance Framework, compensation and other policies approved by the Board.
 
4.The Board must establish a Fit and Proper Process for the selection and continued assessment of Board members, Senior Management, including key persons in Control Functions and other persons as determined by the Central Bank from time to time, and the maintenance of succession plans for Board members and Senior Management. The Board must set appropriate standards for performance, compensation and on-going training and development in line with business operations for all Staff, consistent with the long-term strategy of the Company.
 
5.The Board must properly disclose the financial status of the Company, and is required to provide the Central Bank with such information in a timely manner in accordance with the applicable legal framework in the State and Regulations.
 
6.The Board must take the necessary measures to prevent any Board member from attaining personal gain at the cost of the Company's interests.
 
7.The Board must approve a compensation policy that is applicable to all Staff, which does not encourage excessive risk taking and must be in line with the Company's strategy and Risk Governance Framework.
 
8.The Board may delegate some of its tasks, under clear and well-defined terms, in a manner that does not create undue concentration of powers with the potential to influence the Company's business negatively.
 
9.A Company offering Takaful Insurance must demonstrate full Compliance with Islamic Shari'ah rules and establish a sound and effective Shari'ah governance framework with the key mechanisms and functionalities to ensure effective and independent Shari'ah oversight, as per the requirements set out by the Central Bank and the Higher Shari'ah Authority.