This Statutory Corporate Governance Report covers the period 1 January 2023 to 31 December 2023 and is prepared pursuant to the Kingdom of Bahrain’s Corporate Governance Code 2022 [resolution no. (19) of 2018 and resolution no. (91) of 2022] and the Central Bank of Bahrain (CBB) Module.
The Corporate Governance Report of Aluminium Bahrain B.S.C. (Alba) is an element of the Management’s review as included in the Annual Report for 2023. The Corporate Governance Report for 2023 and for prior years can be viewed by visiting Alba website at Corporate Governance | Kingdom of Bahrain(albasmelter.com).
Description of Actions Taken to Comply with the Corporate Governance Code
As a Bahrain-based public joint-stock company, Alba prioritizes robust corporate governance by adhering to multiple governance frameworks to include Bahrain Commercial Companies’ Law (the foundation of our governance practices), the Ministry of Industry and Commerce (MOIC’s) Corporate Governance Code of 2022 (guiding principles for responsible business conduct) in addition to Central Bank of Bahrain Volume 6 – Capital Markets High Level Controls (ensuring operational efficiency and shareholder protection).
The Board of Directors diligently ensures compliance with the MOIC’s Corporate Governance Code through regular review of governance policies and practices to ensure they remain aligned with local regulations while the Management is constantly striving to improve, implement initiatives that bolster the Company’s governance framework and align with best practices.
During the Annual General Meeting (AGM) in 2023, the Company’s shareholders approved the amendment and restatement of the Memorandum and Articles of Association in accordance with the amendments to Article 5 relating to the activities of Alba.
In addition, on the recommendation of the Nomination, Remuneration and Corporate Governance Committee, the Policy of the Board of Directors (BoDs’) Remuneration Fees and Allowances was revised following the shareholders’ approvals during the AGM in March 2022 on the BoDs’ remuneration fees. The Board of Directors has also endorsed the changes made to the Company’s Memorandum and Articles of Association which will be then tabled for the shareholders’ approvals in AGM on 07 March 2024.
