This Corporate Governance Report (the “Report”) of
Aluminium Bahrain B.S.C. (“Alba”) has been prepared
pursuant to the Corporate Governance Code of the Kingdom
of Bahrain issued under Resolution No. (91) of 2022 and in
accordance with the Central Bank of Bahrain (“CBB”)
Rulebook, Volume 6 – Capital Markets: High-Level Controls
(Corporate Governance) Module, as amended from time to
time (the “Corporate Governance Code”) as well as the
Corporate Governance Code (2022) as issued and amended
from time to time by the Ministry of Industry and Commerce
(“MOIC”) . The Report covers the period from 1 January
2025 to 31 December 2025 and provides an overview of
Alba’s governance structure, key policies and internal
controls, together with a detailed account of its
compliance with the applicable corporate governance
requirements during the relevant financial period, in
accordance with the “comply or explain” principle.
This Report is an integral part of the Alba’s management
review as included in the Annual Report for 2025. This
Report and the reports for previous years are available on
Alba’s website under the Corporate Governance section at
Corporate Governance | Kingdom of Bahrain
(albasmelter.com).
Goverance Compilance and Oversight Measures
Alba is firmly committed to maintaining the highest
standards of corporate governance and operates within a
comprehensive framework of statutory, regulatory and
best-practice principles designed to promote transparency,
accountability, integrity and effective oversight. Alba’s
governance framework is anchored in, and consistently
aligned with, the following principal governance
instruments:
The Bahrain Commercial Companies’ Law (Decree Law
No. (21) of 2001 Promulgating the Commercial
Companies Law:
provides the statutory legal framework governing
Alba’s incorporation, corporate structure and
day-to-day corporate operations, including the
regulation of shareholders’ rights, directors’ duties,
board composition, decision-making powers and
corporate reporting obligations. It underpins Alba’s
governance architecture by defining the legal
parameters within which the Board and Management
exercise their authority and discharge their fiduciary
responsibilities.
Central Bank of Bahrain Rulebook, Volume 6 – Capital
Markets: High-Level Controls (Corporate Governance
Module):
serves as Alba’s primary and binding governance
framework as a listed company, setting out the
mandatory corporate governance, disclosure and
oversight requirements applicable to its operations.
The CBB Code guides Alba’s governance practices in
areas such as Board composition and independence,
committee structures, internal controls, risk
management, transparency and shareholder protection,
and forms the principal basis for governance
compliance, reporting and regulatory oversight.
Ministry of Industry and Commerce Corporate
Governance Code (2022):
functions as a complementary national governance
benchmark, providing high-level principles that
support and inform
Alba’s governance philosophy and best practice
orientation, while Alba’s operational governance
compliance and reporting is primarily driven by the
requirements of the CBB Rulebook.
The Board of Directors exercises ultimate responsibility
for ensuring compliance with the applicable governance and
regulatory requirements and for maintaining an effective
and transparent governance structure across Alba. In
furtherance of this responsibility, and as part of its
ongoing commitment to strengthening Alba’s governance
architecture, the Board has recently approved the
following key governance enhancements:
A newly updated and comprehensive suite of Board and
Committee Charters, clearly defining:
mandates and scope of authority;
roles and responsibilities;
decision-making processes; and
reporting and oversight mechanisms,
in line with regulatory expectations and recognised
international governance standards.
The strengthening of Alba’s Conflict of Interest and
Director Independence Policy, including enhanced
safeguards to:
promote objectivity and independent judgment;
reinforce transparency and disclosure obligations;
mitigate potential conflicts; and
ensure robust compliance with independence
requirements.
The strengthening of Alba’s Whistleblowing Policy,
including:
introduced clearer reporting channels and
escalation procedures to ensure timely and
independent investigation of concerns;
strengthened Board Audit and Risk Management
Committee oversight and reporting of
whistleblowing matters; and
aligned the Whistleblowing Policy with applicable
regulatory requirements and recognised
international best practices.
Management of Alba supports the Board of Directors in the
effective execution of the governance framework through
structured implementation and continuous improvement
initiatives, including:
strengthening internal control systems and compliance
mechanisms;
enhancing governance monitoring and reporting
processes;
embedding a culture of ethical conduct and
accountability throughout the organisation; and
adopting leading governance practices that support
sustainable performance and operational resilience.
These collective measures demonstrate Alba’s proactive
approach to governance excellence, reinforcing
institutional integrity, stakeholder confidence and
long-term sustainable value creation.
