Disclosures in the annual Corporate Governance statement must include, but not be limited to, information on the following:
a.
Material information on the Company’s objectives, organisational and governance structures and policies;
b.
Major share ownership and voting rights;
c.
Related Party Transactions;
d.
The recruitment approach for the selection of members of the Board and for ensuring an appropriate diversity of skills, backgrounds and viewpoints;
e.
Education and experience of members of the Board and key members of Senior Management;
f.
Type and composition of Board and its committees; the number of times they met and attendance records;
g.
Incentive and compensation policy including the decision-making process used to determine the Company-wide compensation policy, the most important design characteristics of the compensation system and aggregate quantitative information on compensation;
h.
The individual compensation of the members of the Board and key members of Senior Management;
i.
Individual board membership in any other companies;
j.
Information on the policy as to, and actual figures of, female candidates’ consideration and representation on the Board;
k.
Key points concerning its risk exposures and risk management strategies without breaching necessary confidential;
l.
Information on the purpose, strategies, structures, and related risks and controls of material and complex or non-transparent activities;
m.
Forward looking statements and foreseeable risk factors; and
n.
In the case of Takaful Companies, 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 Company or the Higher Sharia Authority.
2.
Where useful, Companies may make reference to the information contained in the financial statements’ notes.
3.
Qualitative and quantitative disclosure requirements on compensation to be published annually in a Company’s Corporate Governance statement must include the following information for Board members, Senior Management and Material Risk Takers:
a.
Description of the main elements of their compensation system and how the system has been developed;
b.
Fixed and variable compensation awarded during the financial year;
c.
Special Payments: guaranteed bonuses, sign-on awards and severance payments;
d.
Deferred compensation;
e.
Any sanctions imposed on any Board member by a national or foreign judicial or supervisory authority that is relevant to the matters stated herein.
4.
Boards should approve and publicly disclose a statement providing assurance that the Corporate Governance arrangements of their Companies are adequate and efficient.
5.
The Company’s communication policies and strategies should cater for providing the Central Bank with any commercially sensitive information in a timely and efficient manner. Such information may include assessments by the Board of the effectiveness of the Company’s governance system, internal audit reports, information on the compensation structures adopted by the Company for the Board, Senior Management, Control Functions and Material Risk Takers.