Corporate Governance
Blacksand Company B.S.C. © (“Blacksand” or the “Company”) is a closed joint stock company incorporated in the Kingdom of Bahrain and licensed by the Central Bank of Bahrain (“CBB”) as a Category 4 Investment Firm and primarily engaged in fund management activities.
Blacksand is governed by and complies with, the Commercial Companies Law promulgated by Legislative Decree No. 21 of 2001 (“Commercial Companies Law”), the CBB Rulebook Volume 4 High Level Controls Module (the “HC Module”), and the Principles of the Corporate Governance Code as issued by the Bahrain Ministry of Industry and Commerce (“Governance Code”).
In line with the HC Module and the Governance Code, the Board of Directors (the “Board”) has ultimate responsibility for the Company’s corporate governance framework, strategic direction, risk management, internal control systems and regulatory compliance. The Board provides effective oversight over executive management and ensures that the Company is managed in a sound and prudent manner consistent with applicable legal and regulatory requirements, and recognized governance standards.
Governance Framework
Blacksand’s corporate governance framework is designed to support long-term value creation, promote transparency, accountability, integrity and safeguard the interests of shareholders and other stakeholders.
Blacksand’s corporate governance framework is designed to support long-term value creation, promote transparency, accountability, integrity and safeguard the interests of shareholders and other stakeholders. It incorporates the core principles (collectively, the “Principles” and individually, a “Principle”) set out in the Governance Code and the controls requirements of the HC Module, which are designed to assist companies in managing, leading, organizing, and monitoring their business affairs, these key Principles including:
A suitably effective, qualified and expert Board of Directors;
Policies and procedures addressing conflicts of interest, related-party transactions, and the duty of loyalty;
Rigorous systems of internal control covering financial audit and reporting, internal control, and compliance;
Effective procedures for appointment, training and evaluation of Directors;
Fair and responsible remuneration practices and policies;
Clear and efficient management structures and clearly defined job titles, powers, roles and responsibilities;
Active communication with shareholders and encourage active participation by shareholders and respect their rights;
Comprehensive corporate governance disclosure;
Integrity of financial statements; and
Corporate social responsibility.
Blacksand applies the “comply or explain” approach set out in the Governance Code. Where any Principle is not fully applied or is considered not appliable to the nature or scale of the Company’s operations, Blacksand provides full and transparent disclosure of such deviation in its annual corporate governance report.
Governance Decision-Making Framework
Blacksand has established a clear and structured decision-making framework to ensure effective oversight, accountability and segregation of duties across the organization. Decision-making authority is allocated across the following levels:
The Board of Directors
The Board is the highest decision-making authority of the Company and is responsible for approving the Company’s strategy, governance framework, risk appetite, policies and major business decisions. The Board also oversees the performance of executive management and ensures compliance with applicable legal and regulatory requirements.
The Board operates in accordance with a Board Charter that defines its roles, responsibilities, authority, and standards of professional conduct and ethical values.
Director Independence, Conflicts of Interest and Related Party Transactions
The composition of the Board is designed to promote independence of judgment and objective decision-making. Directors are required to act in the best interests of the Company and to avoid situations that may give rise to actual or perceived conflicts of interest.
Blacksand has adopted policies and procedures governing director independence, conflicts of interest, and related-party transactions in line with the HC Module and the Governance Code. Directors are required to disclose any actual or potential conflicts of interest on an ongoing basis. Any related-party transactions are subject to appropriate review, approval and disclosure in accordance with the regulatory requirements.
Under the Governance Code, independence includes both financial independence and independence of judgement. On an annual basis, Blacksand’s Directors complete a declaration of interests and independence, including disclosures relating to their immediate family members, and are assessed against independence criteria.
Where a conflict of interest arises, the affected Director abstains from deliberations and voting on the relevant matter. Related-party transactions are disclosed to shareholders at the annual general meeting and in the notes to the Company’s audited financial statements.
Committees of the Board
The Board has established Board committees, where appropriate, to support the effective discharge of its responsibilities. Each committee operates under clearly defined charter approved by the Board and reports regularly to the Board on matters within its mandates.
Management Executive Committee
The Management Executive Committee (the “ExCom”) is responsible for the day-to-day management of the Company and the implementation of the strategies, policies and decisions approved by the Board. The ExCom operates within the delegated authority limits and ensures that the Company’s activities are conducted in accordance with approved policies and regulatory requirements.
The ExCom meets regularly to discuss matters of strategic and operational importance, including investments, fund raising and investor relations, finance and budgeting, operations, compliance and AML, governance matters, and other staff related matters.
Management and Delegation of Authority
Senior Management is responsible for the execution of the Company’s strategy and managing its operations, risks and internal control environment. Management ensures compliance with applicable laws, regulations, and internal policies and reports regularly to the Board and relevant Board committees.
Blacksand’s Board has approved a Discretionary Authority Limits (“DAL”) framework that clearly defines authority levels, and accountability across the organization. The DAL framework allows for appropriate delegation, including by the Chief Executive Officer, while maintaining effective oversight and control.
Shareholder Communication and Disclosure
Blacksand is committed to maintaining open, transparent and timely communication with its shareholders. Shareholders are provided with relevant, accurate and timely information to enable them to exercise their rights and participate effectively in key decisions in accordance with the Commercial Companies Law, the Governance Code and the Company’s constitutional documents.
Blacksand maintain ongoing dialogue between the Chairman, the Board and the shareholder to ensure that shareholders views are understood and considered. Where required, general assembly are convened with adequate notice, and all material information is made available to shareholders in advance.
In accordance with the disclosure requirements of the governance code, all material information related to the Company such as the Company’s audited financial statements and annual corporate governance report are made available to the shareholders.
Blacksand considers strong corporate governance to be fundamental to regulatory compliance, risk management, and sustainable growth. Through its governance framework a decision-making processes, the Company ensures that:
Governance responsibilities and decision-making authorities are clearly defined;
Disclosures are fair, transparent, timely, and comprehensive;
Decisions are made on an informed basis with appropriate challenge and oversight; and
Accountability and segregation of duties are embedded across the organization.
Blacksand remains committed to continuously enhancing its corporate governance framework inline with the requirements of the CBB, the Principles of the Governance Code, and internationally recognized standards of good governance.
