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13. Disclosure and Transparency

C 83/2019 STA

1. Disclosure in the annual corporate governance statement must include, but not be limited to:

  1. a. Material information on the Bank’s objectives, organizational and governance structures and policies;
  2. b. Major share ownership and voting rights;
  3. c. Related Party Transactions;
  4. d. The recruitment approach for the selection of Members of the Board and for ensuring an appropriate diversity of skills, backgrounds and viewpoints;
  5. e. Education and experience of Members of the Board and key members of Senior Management;
  6. f. Type and composition of Board committees and the number of times they met;
  7. g. Incentive and compensation policy including the decision-making process used to determine the Bank-wide compensation policy, the most important design characteristics of the compensation system and aggregate quantitative information on compensation;
  8. h. The individual compensation of the Members of the Board and key members of Senior Management;
  9. i. Information on the policy and actual figures of female candidates’ consideration and representation on the Board;
  10. j. Key points concerning its risk exposures and risk management strategies without breaching necessary confidentiality;
  11. k. Information on the purpose, strategies, structures, and related risks and controls of material and complex or non-transparent activities;
  12. l. Forward looking statements and foreseeable risk factors; and
  13. m. In the case of Banks offering Islamic financial services, Annual Shari`ah Reports on the compliance with Shari`ah rules and the resolutions of the Higher Shari`ah Authority, or any other disclosures required by the Bank or the Higher Sharia Authority.

2. Where useful, Banks may make reference to the information contained in the Financial Statements’ Notes.

3. Qualitative and quantitative disclosure requirements on remuneration to be published annually in a Bank’s Pillar 3 report must include the following information for Senior Management and Material Risk-Takers:

  1. a. Description of the main elements of their remuneration system and how the system has been developed;
  2. b. Fixed and Variable remuneration awarded during the financial year;
  3. c. Special Payments: Guaranteed bonuses, sign-on awards and severance payments; and
  4. d. Deferred remuneration.

4. Boards should approve and publicly disclose a statement providing assurance that the corporate governance arrangements of their Banks are adequate and efficient.