Region

Jurisdiction

Regulator

2022-03-21

Rules and Regulations for the Experience Required for Board Members and Executive Staff Under Article 68 of Law No. 32 of 1968

The Central Bank of Kuwait establishes detailed experience, educational, and professional criteria for nominees to bank board memberships and executive roles, including Managing Directors, Chief Executive Officers, and their deputies. Banks must submit fully completed nomination forms with all supporting documents within thirty days of the shareholders' general meeting and secure prior Central Bank approval before electing nominees to these positions. The regulatory framework additionally mandates criminal execution certificates, grants the Central Bank authority to conduct interviews or waive degree requirements based on proven efficiency, and requires formal board authorization for any delegated responsibilities.

Kuwait

Central Bank of Kuwait

A) Circular No. (2/BS/186/2006) concerning rules and regulations for the experience required under the article (68) of Law No. 32 of 1968 and it's Amendments. B) Circular requiring banks to provide Central Bank of Kuwait with board members nomination forms, fully completed and supported by required documents, before 30 days from the date of the bank shareholders general meeting. C) Circular No. (2/BS/26/1997) requiring banks to notify Central Bank of Kuwait of any resignations of executive positions, whose occupants must be nominated according to the provisions of Article (68). D) Circular stipulating that the delegation of any responsibilities to a board member on behalf of the bank, must be subject to an authorization from the board. E) Circular requiring banks to apply for Central Bank of Kuwait’s approval for the nominee to the position of Head of Internal Audit Position or a similar position. F) Circular No. (2/BS/93/2002) concerning the issuance of the Manual on the duties and responsibilities of banks’ board members. G) Circular No (2/BS/172/2004) concerning the declaration of (direct or indirect) ownership of a nominee for a board membership of a bank, in the issued capital of such a bank. H) Circular No. (2/BS/207/2007) concerning the rules and regulations governing the experience required for the chief executive officer and the Managing Director of a bank, excluding the condition stipulating the total period of experience as an employee. I) Circular concerning the amendments made to the forms used for nomination to a bank board membership, and nomination to the position of Managing Director, or the position of Chief Executive Officer or his Deputy or Assistant. 12- RULES AND REGULATIONS FOR THE EXPERIENCE REQUIRED FOR MEMBERS OF THE BOARD OF DIRECTORS AND THE EXECUTIVE STAFF, AS PER ARTICLE (68) OF LAW NO. 32 OF 1968

J) Circular No. (2/BS,IBS/250/2009) requiring the nominee to a bank board membership, or to the position of Managing Director, Chief Executive Officer or his Deputy or Assistant, to attach a certificate from the Criminal Execution and External Communication Office of the Ministry of Justice, showing the definitive rulings issued against him. K) Circular No. (2/BS,IBS/254/2009) concerning the mechanism agreed upon with the Prosecution of Criminal Execution and External Communications at the Ministry of Justice, for obtaining the required certificate for the nominees to bank’s board membership, and to the position of Managing Director, Chief Executive Officer and his Deputy and Assistant. L) Circular No. (2/BS,IBS/255/2010) concerning the modified mechanism with the Prosecution of Criminal Execution and International Cooperation at the Ministry of Justice, for obtaining a certificate that contains final and definitive rulings issued against the nominees to bank’s board membership, and to the position of Managing Director, Chief Executive Officer and his Deputy and Assistant. M) Circular No. (2/BS,IBS/265/2010) concerning the change in correspondence approach to obtaining the certificate which includes the provisions issued for the nominees for membership of the Board of Directors, the Managing Director, the Chief Executive Officer, and his Deputy and Assistant. N) Circular concerning making some amendments on the forms used in the case of nomination for membership of the Bank’s Board of Directors, and the nomination for the post of a the Managing Director, or Chief Executive Officer, his Deputy or Assistant based on the item “seven”. O) Circular No. (2/BS,IBS/400/2017) Concerning modification of the mechanism used to obtain the certificate of Criminal Execution and International Cooperation, which includes the definitive rulings issued against the nominees for the Board of Directors and the Managing Director and Chief Executive officer and his Deputy and Assistant in the bank. P) Circular No. (2/BS,IBS/404/2017) with an attachment of Resolution No. (43-a/422/2017) concerning the rules and regulations related to the experience required under Article (68) of Law No. 32 of 1968 and its amendments for local banks. Q) Circular No. (2/BS, IBS, FS, IFS/422/2018) to all local banks and finance companies concerning the rules and regulations related to the experience required in Article (68) of Law No. 32 of 1968 and its amendments. R) Circular No. (2/BS,IBS/447/2019) to all local banks concerning the rules and regulations related to the experience required in Article (68) of Law No. 32 of 1968 and its amendments.

CHAPTER TWO : The Law, Supervisory & Regulatory Instructions & Controls 12- RULES AND REGULATIONS FOR THE EXPERIENCE REQUIRED FOR MEMBERS OF THE BOARD OF DIRECTORS AND THE EXECUTIVE STAFF, AS PER ARTICLE (68) OF LAW NO.(32) OF 1968. A) Circular No. (2/BS/186/2006) amending concerning rules and regulations for the experience required under the article (68) of law No. (32) of 1968 and it's Amendments. 1 THE GOVERNOR Jumada Alakhira 08,1427 H July 03,2006 The Chairman, Circular No. (2/BS/186/2006) Concerning the Rules and Regulations for the Experience Required under Article (68) of Law No. 32 of 1968 and its Amendments With reference to the Central Bank of Kuwait Board of Directors’ resolution No. (4/220/1995), amended by resolution No. (30/299/2004) and resolution No. (92/315/2005), concerning the rules and regulations for the experience required under Article (68) of Law No. 32 of 1968 and its amendments. We would like to advise you that the Central Bank of Kuwait Board of Directors passed at its meeting of 02/07/2006 its resolution No. (57/322/2006), concerning the rules and regulations for the experience required under Article (68) of Law No. 32 of 1968 and its amendments. The new resolution included all the amendments previously introduced in this regard, beside adding special conditions for the experience required for the Managing Director in a bank. The Managing Director in bank must satisfy the same conditions required for the Chief Executive Officer in bank. It has to be observed that the Central Bank of Kuwait’s prior approval must be obtained for the nominee to the position of the Managing Director in a bank, before referring the nomination to the Board of Directors for electing him as a Managing Director, by following the same procedures applicable for obtaining the Central Bank of Kuwait’s approval for the nominee to the position of Chief Executive Officer. The Central Bank of Kuwait has also the right to take the actions necessary for ascertaining that the nominee has the professional and leadership capabilities qualifying him for the position of the Managing Director in a bank, or for the position of the Chief Executive Officer, his Deputy or Assistant, including a personal interview with the nominee, if so required. Attached is a copy of resolution No. (57/322/2006). With my best wishes, The Governor Salem Abdul Aziz Al-Sabah

Should hold a university degree or be a graduate of one of the applied education institutes specialized in the economic, financial or banking studies, and should have the following experience: a) Holders of university degrees in the economics, legal or administrative studies should have five year experience in the said areas, or in the banking or financial field. b) Holders of university degrees in other disciplines should have seven-year experience in banking or financial field. c) Holders of certificates from one of the specialized applied education institutes should have ten year experience in banking or financial field.

(1) The Central Bank of Kuwait’s Board of Directors previously issued on 22/01/1995 the resolution No. (4/220/1995) concerning the rules and regulations governing the experience required under article (68) of Law No. (32) of 1968 and its amendments The mentioned resolution was amended pursuant to resolution No.(30/299/2004) and resolution No.(92/315/2005). (2) The Central Bank of Kuwait’s Board of Directors issued on 13/06/2017 the circular No. (2/BS,IBS /404/2017) amending the rules and regulations governing the experience required under article (68) of Law No. 32 of 1968 and its amendments. (3) The Central Bank of Kuwait’s Board of Directors issued on 03/12/2018 the circular No. (2/BS,IBS,FS,IFS/422/2018) amending the rules and regulations governing the experience required under article (68) of Law No. 32 of 1968 and its amendments. (4) The Central Bank of Kuwait’s Board of Directors issued on 10/09/2019 the circular No. (2/BS,IBS/ 447/2019) amending the rules and regulations governing the experience required under article (68) of Law No. 32 of 1968 and its amendments.

CHAPTER TWO : The Law, Supervisory & Regulatory Instructions & Controls 12- RULES AND REGULATIONS FOR THE EXPERIENCE REQUIRED FOR MEMBERS OF THE BOARD OF DIRECTORS AND THE EXECUTIVE STAFF, AS PER ARTICLE (68) OF LAW NO.(32) OF 1968. A) Circular No. (2/BS/186/2006) amending concerning rules and regulations for the experience required under the article (68) of law No. (32) of 1968 and it's Amendments. 3 As for the nominees for the membership of specialized banks’ board of directors, if the nominee does not satisfy the above experience conditions, then it is a stipulation for the nominee to have experience in the business field of the respective specialized bank. For a nominee holding a university degree in any field, he must have a minimum experience of five years, while a nominee holding a certificate from specialized institutions of applied education must have a minimum experience of seven years, whether in the banking or financial field, or in the business field of the respective specialized bank. Or 2) Had previously held board membership, for a minimum of six years, in local or foreign recognized banks or financial institutions, or in public institutions or financial or economic public bodies. Or 3) Had held, for a minimum of three years, key positions in banking or financial institutions, with functions related to the basic activities of the institution. Or 4) In the event the nominee does not meet the conditions specified under items 2 and 3, it may be possible to rely upon his total experience in board membership and key positions in banking or financial institutions together, so that his total experience in the said areas would be a minimum of six years. Or 5) Has been a businessman of recognized and licensed commercial, economic or financial activity for at least ten years, and the Central Bank of Kuwait believes that such activity provides the nominee with the experience useful for his position as a bank board member. (1) Or 6) Has occupied for at least three years the position of Minister or its equivalent, or the position of Ambassador in the diplomatic body, or a key position in government bodies or state institutions, in accordance with the law and system of civil service. The Central Bank of Kuwait Board of Directors will decide whether the position occupied by the nominee has provided him with experience useful for his work as a bank board member.(2)

(1) This item was amended pursuant to Central Bank of Kuwait Board of Directors’ Resolution No.(92/315/2005) issued on 30/10/2005. (2) This item was added pursuant to Central Bank of Kuwait Board of Directors’ Resolution No. (92/315/2005) issued on 30/10/2005.

Must hold a university degree in economics, legal or administrative sciences.
Must have worked as an employee(3) for a period of 15-20 years, of which at least 10 years were in a banking or financial institution, with a minimum of five years in key positions, which functions were related to the basic banking or financial activities of the institution. (1)
Must possess the professional and leadership capabilities which qualify him for this position. Article Four(1)

In order to meet the experience requirement provided for under Article (68) of the said law, a nominee for the position of Deputy or Assistant Chief Executive Officer of a bank should satisfy the following conditions.

Must hold a university degree in economics, legal or administrative sciences.
Must have been employed for a period of 10-15 years, of which at least 10 years were in a banking or financial institution, with a minimum of five years in key positions which functions were related to the basic banking or financial activities of the institution.
Must possess the professional and leadership capabilities which qualify him for this position.

(1) This item was added pursuant to Central Bank of Kuwait Board of Directors’ Resolution No.(57/322/2006) issued on 03/07/2006. (2) This item was amended pursuant to the circular (2/BS,IBS,404/2017) issued on 13/06/2017, attached to it Resolution No. (34-a/422/2017) concerning rules and regulations for the experience required under the article (68) of Law No. 32 of 1968 and it's Amendments for local banks. (3) The term (employee) was deleted pursuant to circular No. (2/BS/207/2007) issued on 06/06/2007.

CHAPTER TWO : The Law, Supervisory & Regulatory Instructions & Controls 12- RULES AND REGULATIONS FOR THE EXPERIENCE REQUIRED FOR MEMBERS OF THE BOARD OF DIRECTORS AND THE EXECUTIVE STAFF, AS PER ARTICLE (68) OF LAW NO.(32) OF 1968. A) Circular No. (2/BS/186/2006) amending concerning rules and regulations for the experience required under the article (68) of law No. (32) of 1968 and it's Amendments. 5 Deputy or Assistant of a bank’s Chief Executive Officer, who is required to meet the aforesaid conditions, is meant to be the persons who carry out the important functions related to the nature of the bank’s activities, such as credit, investment, treasury, banking operations, and other banking functions. (1) Article Five(2) In order for the experience required under Articles (One), (Three) and (Four) of this resolution to be accepted for the nominees to the board membership of a bank, or for the position of the Chief Executive Officer of the bank, his Deputies or Assistants, such nominee must have not been removed from any of such positions with a view to protecting the safety of the depositors’ funds, shareholders’ interests or corporate interest of the bank, as per the rules of revised article (68) of the Law No. 32 of 1968. It is also stipulated that no negligence, omission or violation of the law has been attributed to the nominee while performing his duties. In general, the nominee must have not committed acts violating the Law. Article Six(2) The Central Bank Board of Directors may exempt a nominee for the position of a bank Managing Director, and any of the nominees to the positions of Chief Executive Officer, his Deputy or Assistant from the “university degree requirement” if the experience and efficiency of such nominee so warrants. Article Seven(3) The Central Bank of Kuwait has the right to take the actions necessary for ascertaining that the nominee has the professional and leadership capabilities qualifying him for the position of the Managing Director in a bank, or to the position of the Chief Executive Officer, his Deputy or Assistant, including a personal interview with the nominee, if so required. Article Eight This resolution shall be in effect from the date of its issuance, and shall be published in the official Gazette. Board of Directors of the Central Bank of Kuwait Issued on Jumada Alakhira 08,1427 H corresponding to July 03, 2006

(1) Internal Audit business was added in accordance with the circular issued on 15/04/1999. (2) This item was amended pursuant to the circular (2/BS,IBS,404/2017) issued on 13/06/2017, attached to it Resolution No. (43-a/422/2017) concerning rules and regulations for the experience required under the article (68) of Law No. 32 of 1968 and it's Amendments for local banks. (3) Article Seven was added pursuant to Central Bank of Kuwait Board of Directors’ Resolution No. (57/322/2006) issued on 03/07/2006.

CHAPTER TWO : The Law, Supervisory & Regulatory Instructions & Controls 12- RULES AND REGULATIONS FOR THE EXPERIENCE REQUIRED FOR MEMBERS OF THE BOARD OF DIRECTORS AND THE EXECUTIVE STAFF, AS PER ARTICLE (68) OF LAW NO.(32) OF 1968. B) Circular requiring banks to provide the Central Bank of Kuwait with board members nomination forms, fully completed and supported by required documents, before 30 days from the date of the bank shareholders general meeting. 6 THE GOVERNOR Muharram 06, 1417 H May 13, 1997 The Chairman, Circular to all Local Banks No. (2/BS/18/1997) It has been noticed recently that some banks send their board members nomination forms to the Central Bank of Kuwait without attaching all supporting documents to the data and information contained in these forms, thus breaching the Central Bank of Kuwait instructions in this regard. Therefore, in line with the rules of Article (68) of the Law No. 32 of 1968 concerning Currency, the Central Bank of Kuwait and the Organization of the Banking System, and in order for the Central Bank of Kuwait to study those nomination forms and issue the relevant approval or declination decision in a timely manner without any delay. It is hereby required to dispatch to the Central Bank of Kuwait the subject nomination forms, complete and supported by required documents, 30 days before the date of the shareholders General Meeting of the respective bank. In the event of non-compliance with these instructions, the time period – defined under the above mentioned article – during which the Central Bank of Kuwait replies to such applications, shall commence from the date of completing the data and documents required in this respect. This may lead to deferring the date of the respective bank’s shareholders General Meeting until the Central Bank of Kuwait finishes the study of such applications and issues its final decision in this regard. With my best wishes, The Governor Salem Abdul Aziz Al-Sabah

CHAPTER TWO : The Law, Supervisory & Regulatory Instructions & Controls 12- RULES AND REGULATIONS FOR THE EXPERIENCE REQUIRED FOR MEMBERS OF THE BOARD OF DIRECTORS AND THE EXECUTIVE STAFF, AS PER ARTICLE (68) OF LAW NO.(32) OF 1968. D) Circular stipulating that the delegation of any responsibilities to a board member on behalf of the bank, must be subject to an authorization from the board. 8 THE GOVERNOR Rabi Al-Akhir 08, 1418 H August 12, 1997 The Chairman, Circular to all Local Banks No. (2/BS/43/1997) It has been noticed recently that some chairmen of the boards of directors of banks and their deputies go on leave or missions, at the same time, and delegate authority to one of the members of the board, And, in order to organize the flow of work in the banking business in fulfillment of the relevant the laws, the Central Bank of Kuwait instructs that such delegation should be effected by means of a resolution of the board of directors, specifying the scope of the delegation and the period thereof. Therefore, the foregoing requirement should be noted and a photocopy of the aforesaid delegation should be forwarded to the Central Bank of Kuwait in each case. With my best wishes, The Governor Salem Abdul Aziz Al-Sabah

CHAPTER TWO : The Law, Supervisory & Regulatory Instructions & Controls 12- RULES AND REGULATIONS FOR THE EXPERIENCE REQUIRED FOR MEMBERS OF THE BOARD OF DIRECTORS AND THE EXECUTIVE STAFF, AS PER ARTICLE (68) OF LAW NO.(32) OF 1968. E) Circular requiring banks to apply for The Central Bank of Kuwait’s approval for the nominee to the position of Head of Internal Audit or a similar position. 9 THE GOVERNOR Thul-Hijja 29,1419 H April 15, 1999 The Chairman , In reference to the provisions of Article (3)(1) of Central Bank of Kuwait Board Resolution No. (4/220/1995) concerning the rules and regulations governing the required experience stipulated under Article (68) of the Law No. 32 of 1968 concerning Currency, the Central Bank of Kuwait and the Regulation of Banking, and stating that the positions of Deputy or Assistant Chief Executive Officer of a bank, which is to be subject to the conditions of the aforesaid resolution, is meant to be those person discharging the important duties associated with the nature of the bank’s business, such as credit, investment, treasury, banking operations and other banking activities. And, whereas the position of the Head of Internal Audit Department, or its equivalent, is considered as one of the important functions associated with the nature of the banking business, therefore, your bank is requested to apply for Central Bank of Kuwait approval for the nominee to the position of Head of Internal Audit Department or its equivalent pursuant to the rules of Article (68) of Law No. 32 of 1968 referred to above. With my best wishes, The Governor Salem Abdul Aziz Al-Sabah

 Circulated to some local banks. (1) Amending Article (4) of resolution No.(57/322/2006) concerning the rules and regulation governing the experience stipulated under Article (68) of the law No. (32) of 1968.

 Circulated to all local banks.

CHAPTER TWO : The Law, Supervisory & Regulatory Instructions & Controls 12- RULES AND REGULATIONS FOR THE EXPERIENCE REQUIRED FOR MEMBERS OF THE BOARD OF DIRECTORS AND THE EXECUTIVE STAFF, AS PER ARTICLE (68) OF LAW NO.(32) OF 1968. F) Circular No. (2/BS/93/2002) concerning the issuance of the Manual on the duties and responsibilities of banks’ board members. 12 Manual on the “Duties and Responsibilities of Banks’ Board Members” Introduction: The bank’s board of directors is considered the first responsible for the management of the bank’s activities. The board members’ responsibility is not only towards shareholders, but encompasses protecting the rights of depositors and other creditors along with the protection of shareholders’ rights. This requires the board to shoulder its responsibility with regard to following a sound and effective management policy aimed at disciplining and enhancing banking activity at the bank, so as to ensure the attainment of intermediate objectives set by the Board members for the bank’s achievements. Even though work may be carried out by the Board’s delegating some of its authority, and assigning the daily management of the bank’s activity to committees issued from it, or to individuals at various hierarchic levels within the bank’s executive staff, the board remains nonetheless responsible for all outcomes of the bank’s policies and practices as well as for the bank’s ensuing position. Worth noting in this regard are the provisions of Article (148) of the Commercial Companies Law, which states that “The Chairman and members of the Board of Directors are accountable toward the company, its shareholders, and third parties of all acts of fraud and abuse of authority, breach of the Law or the company’s by-laws, as well as mismanagement. A vote of the Company’s General Assembly exonerating the Board of Directors does not preclude legal action implicating the Board’s responsibility”. In order for the Board to effectively fulfill its duties and responsibilities, it should make its decisions in light of a thorough research of the issues it is presented with, whereby such research should be based on sufficient and transparent data provided by the bank’s executive staff, and where the bank’s executive staff shall ensure that the Board is continually informed of the bank’s position. The main duties and responsibilities of banks’ board members are as follows: First: With Regard to the Fulfillment of the Board Member’s Role in the Management of the Bank’s Activities and the Safeguard of its Financial Position:

Selecting the Bank’s Executive Staff, Such staff encompasses the Chief Executive Officer, his Deputies and/or Assistants, and mangers of the bank’s principal activities (credit, investment, treasury, internal audit…). The Board of Directors shall select for these positions those individual that qualify on both the scientific and practical levels, and possess the needed capabilities for efficiently running the bank’s

CHAPTER TWO : The Law, Supervisory & Regulatory Instructions & Controls 12- RULES AND REGULATIONS FOR THE EXPERIENCE REQUIRED FOR MEMBERS OF THE BOARD OF DIRECTORS AND THE EXECUTIVE STAFF, AS PER ARTICLE (68) OF LAW NO.(32) OF 1968. F) Circular No. (2/BS/93/2002) concerning the issuance of the Manual on the duties and responsibilities of banks’ board members. 13 various operations. In so doing, the Board shall take into consideration the regulations and controls regarding the experience required in those in charge of the bank’s upper management, according to the provisions of Article (68) of the Law No. 32 of 1968 concerning Currency, the Central Bank of Kuwait and the Organization of Banking Business, in addition to the Central Bank of Kuwait decisions in this regard. 2) Laying Objectives and Applying Sound Policies, The Board shall define the objectives and set the general framework of policies appropriate for their attainment, whereby the Chief Executive Officer and concerned manager shall be acting through these policies to manage the bank’s Affairs. Chief among these policies are those concerning credit and investment. In this regard, due consideration shall be granted to Central Bank of Kuwait instructions on the rationalization and organization of banks’ credit policies, as well as on the organization of banks’ investment policies, the management of assets and liabilities, and the laying down of the bank’s personnel regulations. The Board shall follow long-term strategic planning in the attainment of the bank’s general objectives, and short-term phased planning – usually exemplified in the estimated budget- in the execution of intermediate objectives. The Board shall also grant due consideration to assessing the congruence of the policies applied and decisions taken, with the trends in factors affecting the bank’s various activities. Worth noting in this regard are the Central Bank of Kuwait instructions regarding the estimated budget and the bank’s future action plan. Worth mentioning is that the attainment of these goals necessitates sufficient conversance with worldwide developments in the banking industry and the impressive advancement in the type of utilized financial instruments, along with developments in financial markets, interest and exchange rates and associated risks, in addition to developments in technology, competition climate, etc. 3) Effective supervision and oversight of the Bank’s work and activities, In light of its responsibility towards the bank’s good governance, the Board shall adopt effective internal supervision systems along with appropriate means of oversight that secure adequate and continual awareness of the bank’s position and the condition of its activity as well as any problems it faces, upon the problems occurrence without delay, so that the Board may take appropriate decisions and measures in a timely fashion.

CHAPTER TWO : The Law, Supervisory & Regulatory Instructions & Controls 12- RULES AND REGULATIONS FOR THE EXPERIENCE REQUIRED FOR MEMBERS OF THE BOARD OF DIRECTORS AND THE EXECUTIVE STAFF, AS PER ARTICLE (68) OF LAW NO.(32) OF 1968. F) Circular No. (2/BS/93/2002) concerning the issuance of the Manual on the duties and responsibilities of banks’ board members. 14 Worth noting in this regard are the Central Bank of Kuwait’s instructions on internal supervision systems in banks, which defined the responsibilities of banks’ Board members, whether in regard to ensuring the adequacy of accounting records or other records, or in the setting of internal supervision systems and their regular review and testing thereof, or in the establishment of appropriate information systems that provide required data and information for organizing and periodically overseeing the bank’s performance, its financial position and the risks it is subjected to. In doing so, due consideration shall be granted to internal audit work, whether with regard to the clear determination of the internal audit system or the confirmation of its independence by determining that it is accountable to -and reports tothe bank’s Board of Directors or to the Auditing Committee (issued from the Board). 4) Maintaining an adequate capital basis for the bank, This does not solely signify the bank’s capital being commensurate with the volume and condition of the bank’s existing activity, but encompasses as well the outlook for the growth and development of the bank’s activity, expressed as the bank’s capital planning and capital adequacy, along with granting due consideration to the tackling and containment of the various risks inherent in the bank’s operations and the effect of these risks on its capital base. Naturally, the capital adequacy standard set by the Central Bank of Kuwait shall be abided by, under all circumstances. Second: With Regard to Compliance with Laws, and Regulatory Decisions and Instructions Issued by the Central Bank of Kuwait: This is considered an essential responsibility of the bank’s board, whereby it shall apply all supervisory means necessary in compliance therewith. It naturally requires conversance with the provisions of the Law No. 32 of 1968 concerning Currency, the Central Bank of Kuwait and the Organization of Banking Business, along with a clear understanding of the requirements of the supervisory policies and controls issued by virtue of Central Bank of Kuwait instructions (Bank’s Supervision Manual).

CHAPTER TWO : The Law, Supervisory & Regulatory Instructions & Controls 12- RULES AND REGULATIONS FOR THE EXPERIENCE REQUIRED FOR MEMBERS OF THE BOARD OF DIRECTORS AND THE EXECUTIVE STAFF, AS PER ARTICLE (68) OF LAW NO.(32) OF 1968. F) Circular No. (2/BS/93/2002) concerning the issuance of the Manual on the duties and responsibilities of banks’ board members. 15 Third: With Regard to the Adequacy and Transparency of Information Available to Shareholders and the Public on the Bank’s Position: The Board is also responsible for ascertaining the soundness and accuracy of the bank’s published financial data, along with verifying the soundness of applied accounting systems. Additionally, the Board is responsible for meeting the requirements of shareholders and the public regarding disclosure of information on the bank’s performance and its financial position, along with publicizing any important developments or events of relevance to the bank upon their occurrence, while granting due consideration to the sufficiency of these information and data for the purpose of understanding the bank’s current situation. Fourth: With Regard to the Compliance with the Sound Practices (avoidance of abuse of authority and the serving of personal interests): The Board member shall distance himself from any practices or operations suspected as being an abuse of authority or which may realize him personal interests at the expense of the bank’s interests. Among the most manifest aspects in this regard are the following: A. Board member, or party connected thereto, obtaining bank credit, without fulfillment of all credit criteria applied by the bank to all customers, e.g. intervention in the credit decision-making process, lack of adequate collateral, or obtainment of credit at advantaged interest rates. Worth noting in this regard is the obligation of compliance with the provisions of Article (69) of the Law No.(32) of 1968, which contained special conditions and constraints on loans extended to members of banks Boards of Directors, ranging from prohibiting loans without collateral to the necessity of obtaining the Boards of Directors’ permission or the bank’s General Assembly previous authorization. Furthermore, the Central Bank of Kuwait instructions regarding the conditions and rules of the bank’s extension of credit to members of its Boards of Directors shall be abided by. B. Using the bank’s funds to the fulfillment of personal interests, such as having the bank making fixed deposits with another bank, which will –in turn - extend credit facilities to a member of the bank’s Board of Directors, or senior officers or its main shareholders or any parties that is economically or legally connected thereto. Alternatively, obtaining loans from another bank at advantaged terms in exchange for reciprocal treatment for members of the other bank’s Boards of Directors.

CHAPTER TWO : The Law, Supervisory & Regulatory Instructions & Controls 12- RULES AND REGULATIONS FOR THE EXPERIENCE REQUIRED FOR MEMBERS OF THE BOARD OF DIRECTORS AND THE EXECUTIVE STAFF, AS PER ARTICLE (68) OF LAW NO.(32) OF 1968. I) Circular concerning the amendments made to the forms used for nomination to a bank board membership, and nomination to the position of Managing Director, or the position of Chief Executive Officer or his Deputy or Assistant. 19 THE EXECUTIVE DIRECTOR Jumada Alakhira 09,1428 H June 24,2007 The General Manager, Circular to Local Banks This has reference to the Central Bank of Kuwait Board of Directors’ resolution No. (57/322/2006) and its amendments, regarding the rules and regulations governing the experience required under the revised Article (68) of Law No. 32 of 1968. We would like to advise you that some amendments have been introduced to the forms used in the case of nomination for a bank board membership, and nomination for the position of the Managing Director, or the position of the Chief Executive Officer, his Deputy or Assistant. Attached herewith are the following: 1- No. (70) nomination forms for a bank Board Membership. 2- No. (30) nomination forms for the position of the Managing Director, or the position of the Chief Executive Officer, his Deputy or Assistant.(1) Best Regards, The Executive Director of Supervision Sector Ibrahim Ali Al-Qadhi

(1) This Circular was sent to branches of foreign banks in the same date with nomination forms for the position of the Managing Director, or the position of the Chief Executive Officer, his Deputy or Assistant .

CHAPTER TWO : The Law, Supervisory & Regulatory Instructions & Controls 12- RULES AND REGULATIONS FOR THE EXPERIENCE REQUIRED FOR MEMBERS OF THE BOARD OF DIRECTORS AND THE EXECUTIVE STAFF, AS PER ARTICLE (68) OF LAW NO.(32) OF 1968. I) Circular concerning the amendments made to the forms used for nomination to a bank board membership, and nomination to the position of Managing Director, or the position of Chief Executive Officer or his Deputy or Assistant. 20 Nomination Form for the Position of a Board Member At: -------------Bank

 Based on the rules of the revised Article (68) of Law No. (32) of 1968 concerning Currency, The Central Bank of Kuwait and the Organization of the Banking Business, and the Central Bank of Kuwait Board of Directors’ Resolution No. 57/322/2006 concerning the rules and regulations governing the experience required under the said article.

CHAPTER TWO : The Law, Supervisory & Regulatory Instructions & Controls 12- RULES AND REGULATIONS FOR THE EXPERIENCE REQUIRED FOR MEMBERS OF THE BOARD OF DIRECTORS AND THE EXECUTIVE STAFF, AS PER ARTICLE (68) OF LAW NO.(32) OF 1968. I) Circular concerning the amendments made to the forms used for nomination to a bank board membership, and nomination to the position of Managing Director, or the position of Chief Executive Officer or his Deputy or Assistant. 21 Nomination Form For the Position of Board Member At : ------------------------Bank FIRST : NOMINEE’S PERSONAL INFORMATION 1- Name : ----------------------------------------------------------- 2- Date of Birth: : ----------------------------------------------------------- 3- Place of Birth : ----------------------------------------------------------- 4- Nationality : ----------------------------------------------------------- 5- Civil ID No.(If any): ----------------------------------------------------------- SECOND : ACADEMIC QUALIFICATIONS Academic Specialized Date of Name of institution of Qualifications Qualifications Graduation Graduation 1- ------------------- ------------------- ------------------- -------------------- 2- ------------------- ------------------- ------------------- -------------------- 3- ------------------- ------------------- ------------------- -------------------- 4- ------------------- ------------------- ------------------- -------------------- “Please attach academic degrees, or official certified copies thereof” Signature of the Officer in Charge Signature of the Nominee

CHAPTER TWO : The Law, Supervisory & Regulatory Instructions & Controls 12- RULES AND REGULATIONS FOR THE EXPERIENCE REQUIRED FOR MEMBERS OF THE BOARD OF DIRECTORS AND THE EXECUTIVE STAFF, AS PER ARTICLE (68) OF LAW NO.(32) OF 1968. I) Circular concerning the amendments made to the forms used for nomination to a bank board membership, and nomination to the position of Managing Director, or the position of Chief Executive Officer or his Deputy or Assistant. 22 (2) THIRD: BOARD MEMBERSHIP OCCUPIED BY THE NOMINEE IN WELLKNOWN LOCAL OR FOREIGN BANKS OR FINANCIAL INSTITUTIONS, OR IN PUBLIC INSTITUTIONS OR FINANCIAL OR ECONOMICAL PUBLIC BODIES Name of the Entity Membership Period From To 1- ----------------------------------- ------------------ ------------------ 2- ----------------------------------- ------------------ ------------------ 3- ----------------------------------- ------------------ ------------------ 4- ----------------------------------- ------------------ ------------------ 5- ----------------------------------- ------------------ ------------------ “PLEASE ATTACH SUPPORTING DOCUMENTS, AND COPIES OF THE GENERAL ASSEMBLY RESOLUTIONS, OR APPROVALS ISSUED IN THIS REGARD” FOURTH : KEY JOBS AND POSITIONS OCCUPIED BY THE NOMINEE WITH GOVERNMENT BODIES OR STATE INSTITUTIONS, OR BANKING OR FINANCIAL INSTITUTIONS Name of Government Job or Period of Employment Body or Institution Position From To 1- ----------------------------------- --------------- -------------- ------------------ 2- ----------------------------------- --------------- -------------- ------------------ 3- ----------------------------------- --------------- -------------- ------------------ 4- ----------------------------------- --------------- -------------- ------------------ 5- ----------------------------------- --------------- -------------- ------------------ “PLEASE ATTACH SUPPORTING DOCUMENTS” Signature of the Officer in Charge Signature of the Nominee

CHAPTER TWO : The Law, Supervisory & Regulatory Instructions & Controls 12- RULES AND REGULATIONS FOR THE EXPERIENCE REQUIRED FOR MEMBERS OF THE BOARD OF DIRECTORS AND THE EXECUTIVE STAFF, AS PER ARTICLE (68) OF LAW NO.(32) OF 1968. I) Circular concerning the amendments made to the forms used for nomination to a bank board membership, and nomination to the position of Managing Director, or the position of Chief Executive Officer or his Deputy or Assistant. 23 (3) FIFTH : CURRENT ACTIVITY PRACTICED BY THE NOMINEE 1- Type of Activity : _ 2- Name of the institution through which you practice the activity _ 3- Period of Practicing the activity _ “PLEASE ATTACH SUPPORTING DOCUMENTS” 4- Do you participate in managing another competitor institution or bank?

5- Have any institution that you managed or held a senior position therein, been previously liquidated or declared bankrupt?

If the answer is “yes” to questions 4 and 5, please give details

SIXTH: INFORMATION RELATING TO THE FINANCIAL POSITION OF THE NOMINEE 1- Have you ever abstained from paying any outstanding debt to any local or foreign banks, investment companies or any other bodies ?

If the answer is “yes”, please give details

2- Have you ever entered into an amicable settlement with your creditors in Kuwait or overseas?

If the answer is “yes”, please give details

3- Have you ever been adjudicated bankrupt, whether in Kuwait or overseas?

If the answer is “yes”, please give details and the date of issuing the court ruling.

Signature of the Officer in Charge Signature of the Nominee

CHAPTER TWO : The Law, Supervisory & Regulatory Instructions & Controls 12- RULES AND REGULATIONS FOR THE EXPERIENCE REQUIRED FOR MEMBERS OF THE BOARD OF DIRECTORS AND THE EXECUTIVE STAFF, AS PER ARTICLE (68) OF LAW NO.(32) OF 1968. I) Circular concerning the amendments made to the forms used for nomination to a bank board membership, and nomination to the position of Managing Director, or the position of Chief Executive Officer or his Deputy or Assistant. 24 (4) SEVENTH : OTHER INFOEMATION 1- Have you ever been convicted for a crime of immorality or dishonesty, whether in Kuwait or overseas?

2- Have you ever been punished by a disciplinary action by any of the former employment bodies, including service termination or removal from office, whether in Kuwait or overseas?

If the answer is “yes”, please give details, and the date of issuing the court ruling or the penalty resolution

3- What is the percentage of your participation in the capital of the Bank for which board membership you are nominated, whether directly or indirectly? (if percentage of ownership exceeds 5% of the bank’s capital, please complete the attached statement concerning direct and indirect ownership).

4- Any other information the nominee would like to add

“PLEASE ATTACH ANY ADDITIONAL DOUCMENTS OR INFORMATION YOU WOULD LIKE TO ADD” Declaration & Undertaking I, -------------------------, the nominee for the position of Board Member at ---------Bank, do certify and attest that all data reported in this form are true and correct, and hereby declare my full responsibility therefor. I undertake to immediately notify of any amendments to the data reported under items 5, 6 and 7 from the date of submitting the form. I declare as well that I have read the first paragraph of Article (259) of the Penal Code which reads : “If an act of forgery is committed in an official instrument or in any of the banks documents, penalty shall be imprisonment for a period not exceeding 7 years. A fine not exceeding KD 525/- may be additionally imposed”. I am well aware that the submission of incorrect or misleading information to any authority concerned with the completion of the nomination forms, shall constitute an act of forgery in banks documents as referred to in the above mentioned article. I also declare that I have read the Guide on “Duties and Responsibilities of the Members of Banks Boards of Directors” issued by the Central Bank of Kuwait. Signature of the Officer in Charge The Nominee: Name: ------------------- ------------------------------------------- Signature: -------------- Date: --------------------- Declaration The undersigned declares that the data contained in this form is correct and has been reviewed and verified by the bank within the limits of the available information. Name : ---------------------------------- Chairman "Managing Director" Signature : -----------------------------

CHAPTER TWO : The Law, Supervisory & Regulatory Instructions & Controls 12- RULES AND REGULATIONS FOR THE EXPERIENCE REQUIRED FOR MEMBERS OF THE BOARD OF DIRECTORS AND THE EXECUTIVE STAFF, AS PER ARTICLE (68) OF LAW NO.(32) OF 1968. I) Circular concerning the amendments made to the forms used for nomination to a bank board membership, and nomination to the position of Managing Director, or the position of Chief Executive Officer or his Deputy or Assistant. 25 Central Bank of Kuwait’s Printing Press The following documents must be distributed to the nominees along with this form: 1- The Central Bank of Kuwait Board of Directors’ Resolution No. (57/322/2006) concerning the rules and regulations governing the experience required under Article (68) of Law No. 32 of 1968 and its amendments. 2- Statement of direct and indirect ownership in the bank for which board membership the nominee is nominated. 3- The Guide on “Duties and Responsibilities of the Members of Banks’ Boards of Directors”.

Statement of Direct and Indirect Ownership in the Bank by the Nominee to Its Board Membership Bank : …………………. Name of Nominee: No. of issued capital shares: Nominee and interrelated parties Legal status Date of acquisition Method of acquisition(1) No. of acquired shares Ownership percentage Date of Central Bank’s approval(2) Remarks(3) First: Data on direct ownership: Second : data on indirect ownership(4) a- Names of interrelated parties through common ownership and directorship:(5) 1- 2- 3- Total for (A) B- Names of parties with interrelated interests (5) 1- 2- 3- Total for (B) Total for (A+B) Total for direct and indirect ownership (first+second)

Method of acquisition (during incorporation stage – public subscription – purchase from secondary market – acquisition against debt – inheritance – testament – other).
Date of approving the acquisition of more than 5% of the issued capital of the bank.
Cases of ownership exceeding the 5% and existing before the effective date of the Law No. 28 of 2004 on 15/03/2004 must be reported in the remarks column.
According to the rules and regulations defining the concept of indirect ownership, as per the Central Bank of Kuwait Board of Directors Resolution of 04/04/2004.
A statement must be attached to contain the full details of these parties (name-nationality-legal constitution-civil ID No.- commercial registration No. – nature of business – other information). 12 CHAPTER TWO: The Law, Supervisory & Regulatory Instructions & Controls

RULES AND REGULATIONS FOR THE EXPERIENCE REQUIRED FOR MEMBERS OF THE BOARD OF DIRECTORS AND THE EXECUTIVE STAFF, AS PER ARTICLE (68) OF LAW NO.(32) OF 1968. I) Circular concerning the amendments made to the forms used for nomination to a bank board membership, and nomination to the position of Managing Director, or the position of Chief Executive Officer or his Deputy or Assistant. 26

CHAPTER TWO : The Law, Supervisory & Regulatory Instructions & Controls 12- RULES AND REGULATIONS FOR THE EXPERIENCE REQUIRED FOR MEMBERS OF THE BOARD OF DIRECTORS AND THE EXECUTIVE STAFF, AS PER ARTICLE (68) OF LAW NO.(32) OF 1968. I) Circular concerning the amendments made to the forms used for nomination to a bank board membership, and nomination to the position of Managing Director, or the position of Chief Executive Officer or his Deputy or Assistant. 27 Nomination Form* for the Position of Managing Director, or the position of Chief Executive Officer, His Deputy or Assistant At: -------------Bank

Based on the rules of the revised Article (68) of Law No. 32 of 1968 concerning Currency, The Central Bank of Kuwait and the Organization of the Banking Business, and the Central Bank of Kuwait Board of Directors’ Resolution No. (57/322/2006) concerning the rules and regulations governing the experience required under the said article.

CHAPTER TWO : The Law, Supervisory & Regulatory Instructions & Controls 12- RULES AND REGULATIONS FOR THE EXPERIENCE REQUIRED FOR MEMBERS OF THE BOARD OF DIRECTORS AND THE EXECUTIVE STAFF, AS PER ARTICLE (68) OF LAW NO.(32) OF 1968. I) Circular concerning the amendments made to the forms used for nomination to a bank board membership, and nomination to the position of Managing Director, or the position of Chief Executive Officer or his Deputy or Assistant. 28 Nomination Form For the Position of Managing Director, or the position of Chief Executive Officer, His Deputy or Assistant At : ------------------------Bank FIRST : NOMINEE’S PERSONAL INFORMATION 1- Name : ------------------------------------------------------------------------ 2- Date of birth: : ------------------------------------------------------------------------ 3- Place of birth : ------------------------------------------------------------------------ 4- Nationality : ------------------------------------------------------------------------ 5- Civil ID No. (If any): ------------------------------------------------------------------------ SECOND : ACADEMIC QUALIFICATIONS Academic Specialized Date of Name of institution of Qualifications Qualifications Graduation Graduation 1- ------------------- ------------------- ------------------- -------------------- 2- ------------------- ------------------- ------------------- -------------------- 3- ------------------- ------------------- ------------------- -------------------- 4- ------------------- ------------------- ------------------- -------------------- “Please attach academic degrees, or official certified copies thereof” Signature of the Officer in Charge Signature of the Nominee

CHAPTER TWO : The Law, Supervisory & Regulatory Instructions & Controls 12- RULES AND REGULATIONS FOR THE EXPERIENCE REQUIRED FOR MEMBERS OF THE BOARD OF DIRECTORS AND THE EXECUTIVE STAFF, AS PER ARTICLE (68) OF LAW NO.(32) OF 1968. I) Circular concerning the amendments made to the forms used for nomination to a bank board membership, and nomination to the position of Managing Director, or the position of Chief Executive Officer or his Deputy or Assistant. 29 (2) THIRD : THE POSITIONS HELD BY NOMINEE IN BANKING OR FINANCIAL INSTITUTIONS Name of Institution Position Period From To 1- ----------------------------------- ------------------ ----------- ----------- 2- ----------------------------------- ------------------ ----------- ----------- 3- ----------------------------------- ------------------ ----------- ----------- 4- ----------------------------------- ------------------ ----------- ----------- 5- ----------------------------------- ------------------ ----------- -----------

“PLEASE ATTACH SUPPORTING DOCUMENTS” FOURTH: THE BANK’S EVALUATION OF THE TECHNICAL AND LEADERSHIP ABILITIES QUALIFYING THE NOMINEE FOR OCCUPYING THE POSITION HE IS NOMINATED FOR 1- ----------------------------------------------------------------------------------------------------- 2- ----------------------------------------------------------------------------------------------------- 3- ----------------------------------------------------------------------------------------------------- 4- ----------------------------------------------------------------------------------------------------- 5- ----------------------------------------------------------------------------------------------------- Signature of the Officer in Charge Signature of the Nominee

CHAPTER TWO : The Law, Supervisory & Regulatory Instructions & Controls 12- RULES AND REGULATIONS FOR THE EXPERIENCE REQUIRED FOR MEMBERS OF THE BOARD OF DIRECTORS AND THE EXECUTIVE STAFF, AS PER ARTICLE (68) OF LAW NO.(32) OF 1968. I) Circular concerning the amendments made to the forms used for nomination to a bank board membership, and nomination to the position of Managing Director, or the position of Chief Executive Officer or his Deputy or Assistant. 30 (3) FIFTH : CURRENT ACTIVITY PRACTICED BY THE NOMINEE 1- Type of Activity ------------------------------------------------------------------------------------ 2- Name of the institution through which you practice the activity ----------------------------- 3- Period of practicing the activity ------------------------------------------------------------------ “PLEASE ATTACH SUPPORTING DOCUMENTS” 4- Do you participate in managing another institution which practices an activity competing with or similar to the activity of the institution in which you are nominated to occupy a position?

5- Have any institution that you managed or held a senior position therein, been previously liquidated or declared bankrupt?

If the answer is “yes” to questions 4 and 5, please give details

SIXTH : INFOEMATION RELATING TO THE FINANCIAL POSITION OF THE NOMINEE 1- Have you ever abstained from paying any outstanding debt to any local or foreign banks, investment companies or any other bodies ?

If the answer is “yes”, please give details

2- Have you ever entered into an amicable settlement with your creditors in Kuwait or abroad?

If the answer is “yes”, please give details

3- Have you ever been adjudicated bankrupt, whether in Kuwait or abroad?

If the answer is “yes”, please give details and the date of issuing the court ruling

Signature of the Officer in Charge Signature of the Nominee

CHAPTER TWO : The Law, Supervisory & Regulatory Instructions & Controls 12- RULES AND REGULATIONS FOR THE EXPERIENCE REQUIRED FOR MEMBERS OF THE BOARD OF DIRECTORS AND THE EXECUTIVE STAFF, AS PER ARTICLE (68) OF LAW NO.(32) OF 1968. I) Circular concerning the amendments made to the forms used for nomination to a bank board membership, and nomination to the position of Managing Director, or the position of Chief Executive Officer or his Deputy or Assistant. 31 (4) SEVENTH : OTHER INFORMATION 2- 1- Have you ever been convicted for a crime of immorality or dishonesty, whether 3- in Kuwait or overseas?

2-Have you ever been punished by a disciplinary action by any of the former employment bodies, including service termination or removal from office, whether in Kuwait or overseas?

If the answer is “yes”, please give details, and the date of issuing the court ruling or the penalty resolution 3-Any other information the nominee would like to add.

“PLEASE ATTACH ANY ADDITIONAL DOUCMENTS OR INFORMATION YOU WOULD LIKE TO ADD” Declaration & Undertaking I, -------------------------, the nominee for the position of Board Member …at ---------Bank, do certify and attest that all data reported in this form are true and correct, and hereby declare my full responsibility therefor. I undertake to immediately notify of any amendments to the data reported under items 5, 6 and 7 from the date of submitting the form. I declare as well that I have read the first paragraph of Article (259) of the Penal Code which reads : “If an act of forgery is committed in an official instrument or in any of the banks documents, penalty shall be imprisonment for a period not exceeding 7 years. A fine not exceeding KD 525/- may be additionally imposed”. I am well aware that the submission of incorrect or misleading information to any authority concerned with the completion of the nomination forms, shall constitute an act of forgery in banks documents as referred to in the above mentioned article Signature of the Officer in Charge The Nominee: Name: ------------------- -------------------------------------------- Signature: -------------- Date: --------------------- Declaration The undersigned declares that the data continued in this form is correct and has been reviewed and verified by the bank within the limits of the available information . Name : ---------------------------------- Chairman "Managing Director" Signature : -----------------------------

CHAPTER TWO : The Law, Supervisory & Regulatory Instructions & Controls 12- RULES AND REGULATIONS FOR THE EXPERIENCE REQUIRED FOR MEMBERS OF THE BOARD OF DIRECTORS AND THE EXECUTIVE STAFF, AS PER ARTICLE (68) OF LAW NO.(32) OF 1968. I) Circular concerning the amendments made to the forms used for nomination to a bank board membership, and nomination to the position of Managing Director, or the position of Chief Executive Officer or his Deputy or Assistant. 32 Central Bank of Kuwait’s Printing Press The Central Bank of Kuwait Board of Directors’ Resolution No. (57/322/2006) concerning the rules and regulations governing the experience required under Article (68) of Law No. 32 of 1968 and its amendments, is to be distributed along with this form.

CHAPTER TWO : The Law, Supervisory & Regulatory Instructions & Controls 12- RULES AND REGULATIONS FOR THE EXPERIENCE REQUIRED FOR MEMBERS OF THE BOARD OF DIRECTORS AND THE EXECUTIVE STAFF, AS PER ARTICLE (68) OF LAW NO.(32) OF 1968. J) Circular No. (2/BS,IBS/250/2009) requiring the candidate to a bank board membership, or to the position of Managing Director, Chief Executive Officer or his Deputy or Assistant, to attach a certificate from the Criminal Execution and External Communication Office at the Ministry of Justice, showing the definitive rulings issued against him. 33 THE GOVERNOR Thul-Qi’da 17,1430 H November 05,2009 The Chairman, Circular No. (2/BS,IBS/250/2009) to all Local Banks This has reference to the Central Bank of Kuwait Board of Directors resolution No. (57/322/2006), and its amendments, regarding the rule and regulations for the experience required under Article 68, as amended, of Law No. 32 of 1968, concerning Currency, the Central Bank of Kuwait, and the Organization of the Banking Business, and is amendments. We would like to advise you that an amendment was made on the forms used in the event of nomination for the membership of a bank’s board of directors, and nomination for the post of Managing Director, Chief Executive Officer or his Deputy or Assistant, obliging the nominee to attach to the application for nomination a certificate from the Criminal Execution and External Communication Office at the Ministry of Justice, showing the definitive rulings passed against him, if any. The period from the date of issuance of the certificate to the date of submission of the application for nomination to the membership of the board, Managing Director, Chief Executive Officer or his Deputy or Assistant, to the Central Bank of Kuwait, should not exceed one month. Kindly operate the above amendment with effect from this date, and provide us with the above-mentioned certificate along with the applications to be submitted to the Central Bank of Kuwait on the currently utilized print forms. With my best wishes, The Governor Salem Abdul Aziz Al-Sabah

Correspondence shall be made by the concerned bank, giving names of its nominees required for inquiry, and the concerned bank shall receive the response from the Prosecution of Criminal Execution and External Communications.
The letter sent by the bank shall be signed by the chairman, Managing Director, or Chief Executive Officer, rather than by a lower functional level.
The sent letter should allow the Public Prosecution a period of 3-4 weeks for response.
Correspondence should be addressed to Mr. Omar Al-Masoud, Deputy Director, Justice Palace, First Floor, Office 226. Kindly abide by the above mechanism(1) to obtain the certificate required for the above nominees, as any applications for nomination not satisfying the above certificate shall not be considered. With my best wishes, The Governor Salem Abdul Aziz Al-Sabah

(1) Circular No. (2/BS,IBS/255/2010) listed under Item (L) of this chapter concerning the amended mechanism in order to obtain the required certificate for the nominees.

Correspondence shall be made by the concerned bank, giving names of the nominees required for inquiry, and the letter sent by the bank shall be signed by the chairman, Managing Director, or Chief Executive Officer, and not by a lower functional level.
Correspondence should be addressed to Mr. Omar Al-Masoud, Deputy Director of the Prosecution of Criminal Execution and International Cooperation, Justice Palace, First Floor, Office (226) (2) .
The style of wording when applying for the certificate shall be as follows: “Submit a detailed certificate containing final and definitive rulings issued against ------- and his criminal record”.
The sent letter should allow the Public Prosecution a period of 4-6 weeks for response.

(1) Circular No. (2/BS,IBS/400/2017) listed under item (O) of this chapter concerning amendment of the mechanism for obtaining the Certificate of Criminal Execution and International Cooperation, for obtaining the certificates of definitive rulings issued against the nominees to bank board membership, and the position of Chief Executive Officer or his Deputy and Assistant. (2) Circular No. (2/BS,IBS/265/2010) listed under Item (M) of this chapter concerning changing the correspondences’ style in order to obtain the certificate.

CHAPTER TWO : The Law, Supervisory & Regulatory Instructions & Controls 12- RULES AND REGULATIONS FOR THE EXPERIENCE REQUIRED FOR MEMBERS OF THE BOARD OF DIRECTORS AND THE EXECUTIVE STAFF, AS PER ARTICLE (68) OF LAW NO.(32) OF 1968. N) Circular concerning making some amendments on the forms used in the case of nomination for membership of the Bank’s Board of Directors, and the nomination for the post of a the Managing Director, or Chief Executive Officer, his Deputy or Assistant based on the item «seven». 38 THE EXECUTIVE DIRECTOR Jumada Aloula 14,1432 H April 17,2011 The General Manager, Circular to All Local Banks With reference to the decision of the Board of Directors of the Central Bank of Kuwait No. (57/322/2006) and its amendments concerning rules and regulations for the experience required for members of the board of directors and the executive staff, as per amended Article (68) of Law No.(32) of 1968 and its amendments. And following our letter sent on 24/06/2007 regarding the amendments being made on the forms used in the case of nomination for membership of the Bank’s Board of Directors, and the nomination for the post of a The Managing Director, or Chief Executive Officer or his Deputy or Assistant. In addition to the circulars issued in this regard, the most recent of which was No. (2/BS,IBS/265/2010) dated 02/09/2010 concerning the modified mechanism, with the Prosecution of Criminal Execution and External Communications at the Ministry of Justice, for obtaining the a certificate that contains final and definitive rulings issued against nominees for the membership of the Bank’s Board of Directors, and for the position of Managing Director, Chief Executive Officer and his Deputy and Assistant, if any. In accordance to the amendments on the circulars mentioned above, we would like to note that there are some amendments made on the forms used in the case of nomination for membership of the Bank’s Board of Directors, and the nomination for the post of a the Managing Director, or Chief Executive Officer or his Deputy or Assistant based on the item “seven”. Attached herewith are the following:

No. (10) nomination forms for a bank Board Membership. (Kuwaiti banks only).
No. (10) nomination forms for the position of the Managing Director, or the position of the Chief Executive Officer, his Deputy or Assistant. Best Regards, Executive Director of Supervision Sector Yousef Jassem Al Obaid

CHAPTER TWO : The Law, Supervisory & Regulatory Instructions & Controls 12- RULES AND REGULATIONS FOR THE EXPERIENCE REQUIRED FOR MEMBERS OF THE BOARD OF DIRECTORS AND THE EXECUTIVE STAFF, AS PER ARTICLE (68) OF LAW NO.(32) OF 1968. N) Circular concerning making some amendments on the forms used in the case of nomination for membership of the Bank’s Board of Directors, and the nomination for the post of a the Managing Director, or Chief Executive Officer, his Deputy or Assistant based on the item «seven». 39 Nomination Form* for the Position of a Board Member At: -------------Bank

Based on the rules of the revised Article (68) of Law No. 32 of 1968 concerning Currency, The Central Bank of Kuwait and the Organization of the Banking Business, and the Central Bank of Kuwait Board of Directors’ Resolution No. (57/322/2006) concerning the rules and regulations governing the experience required under the said article.

CHAPTER TWO : The Law, Supervisory & Regulatory Instructions & Controls 12- RULES AND REGULATIONS FOR THE EXPERIENCE REQUIRED FOR MEMBERS OF THE BOARD OF DIRECTORS AND THE EXECUTIVE STAFF, AS PER ARTICLE (68) OF LAW NO.(32) OF 1968. N) Circular concerning making some amendments on the forms used in the case of nomination for membership of the Bank’s Board of Directors, and the nomination for the post of a the Managing Director, or Chief Executive Officer, his Deputy or Assistant based on the item «seven». 40 Nomination Form For the Position of Board Member At : ------------------------Bank FIRST : NOMINEE’S PERSONAL INFORMATION 1- Name : ----------------------------------------------------------- 2- Date of Birth: : ----------------------------------------------------------- 3- Place of Birth : ----------------------------------------------------------- 4- Nationality : ----------------------------------------------------------- 5- Civil ID No.(If any): ----------------------------------------------------------- SECOND : ACADEMIC QUALIFICATIONS Academic Specialized Date of Name of Institution of Qualifications Qualifications Graduation Graduation 1- ------------------- ------------------- ------------------- -------------------- 2- ------------------- ------------------- ------------------- -------------------- 3- ------------------- ------------------- ------------------- -------------------- 4- ------------------- ------------------- ------------------- -------------------- “Please attach academic degrees, or official certified copies thereof” Signature of the Officer in Charge Signature of the Nominee

CHAPTER TWO : The Law, Supervisory & Regulatory Instructions & Controls 12- RULES AND REGULATIONS FOR THE EXPERIENCE REQUIRED FOR MEMBERS OF THE BOARD OF DIRECTORS AND THE EXECUTIVE STAFF, AS PER ARTICLE (68) OF LAW NO.(32) OF 1968. N) Circular concerning making some amendments on the forms used in the case of nomination for membership of the Bank’s Board of Directors, and the nomination for the post of a the Managing Director, or Chief Executive Officer, his Deputy or Assistant based on the item «seven». 41 (2) THIRD: BOARD MEMBERSHIP OCCUPIED BY THE NOMINEE IN WELLKNOWN LOCAL OR FOREIGN BANKS OR FINANCIAL INSTITUTIONS, OR IN PUBLIC INSTITUTIONS OR FINANCIAL OR ECONOMICAL PUBLIC BODIES Name of the Entity Membership Period From To 1- ----------------------------------- ------------------ ------------------ 2- ----------------------------------- ------------------ ------------------ 3- ----------------------------------- ------------------ ------------------ 4- ----------------------------------- ------------------ ------------------ 5- ----------------------------------- ------------------ ------------------ “PLEASE ATTACH SUPPORTING DOCUMENTS, AND COPIES OF THE GENERAL ASSEMBLY RESOLUTIONS, OR APPROVALS ISSUED IN THIS REGARD” FOURTH : KEY JOBS AND POSITIONS OCCUPIED BY THE NOMINEE WITH GOVERNMENT BODIES OR STATE INSTITUTIONS, OR BANKING OR FINANCIAL INSTITUTIONS Name of Government Job or Period of Employment Body or Institution Position From To 1- ----------------------------------- --------------- -------------- ------------------ 2- ----------------------------------- --------------- -------------- ------------------ 3- ----------------------------------- --------------- -------------- ------------------ 4- ----------------------------------- --------------- -------------- ------------------ 5- ----------------------------------- --------------- -------------- ------------------ “PLEASE ATTACH SUPPORTING DOCUMENTS” Signature of the Officer in Charge Signature of the Nominee

CHAPTER TWO : The Law, Supervisory & Regulatory Instructions & Controls 12- RULES AND REGULATIONS FOR THE EXPERIENCE REQUIRED FOR MEMBERS OF THE BOARD OF DIRECTORS AND THE EXECUTIVE STAFF, AS PER ARTICLE (68) OF LAW NO.(32) OF 1968. N) Circular concerning making some amendments on the forms used in the case of nomination for membership of the Bank’s Board of Directors, and the nomination for the post of a the Managing Director, or Chief Executive Officer, his Deputy or Assistant based on the item «seven». 42 (3) FIFTH : CURRENT ACTIVITY PRACTICED BY THE NOMINEE 1- Type of Activity : _ 2- Name of the institution through which you practice the activity _ 3- Period of Practicing the activity _ “PLEASE ATTACH SUPPORTING DOCUMENTS” 4- Do you participate in managing another competitor institution or bank?

5- Have any institution that you managed or held a senior position therein, been previously liquidated or declared bankrupt?

If the answer is “yes” to questions 4 and 5, please give details

If the answer is “yes”, please give details

2- Have you ever entered into an amicable settlement with your creditors in Kuwait or abroad?

If the answer is “yes”, please give details

3- Have you ever been adjudicated bankrupt, whether in Kuwait or abroad ?

If the answer is “yes”, please give details and the date of issuing the court ruling.

Signature of the Nominee Signature of the Officer in Charge

CHAPTER TWO : The Law, Supervisory & Regulatory Instructions & Controls 12- RULES AND REGULATIONS FOR THE EXPERIENCE REQUIRED FOR MEMBERS OF THE BOARD OF DIRECTORS AND THE EXECUTIVE STAFF, AS PER ARTICLE (68) OF LAW NO.(32) OF 1968. N) Circular concerning making some amendments on the forms used in the case of nomination for membership of the Bank’s Board of Directors, and the nomination for the post of a the Managing Director, or Chief Executive Officer, his Deputy or Assistant based on the item «seven». 43 (4) SEVENTH : OTHER INFORMATION 1- Have you ever been convicted for a crime of immorality or dishonesty, whether in Kuwait or overseas?

2- Have you ever been punished by a disciplinary action by any of the former employment bodies, including service termination or removal from office, whether in Kuwait or overseas?

If the answer is “yes”, please give details, and the date of issuing the court ruling or the penalty resolution

3- What is the percentage of your participation in the capital of the Bank for which board membership you are nominated, whether directly or indirectly? (if percentage of ownership exceeds 5% of the bank’s capital, please complete the attached statement concerning direct and indirect ownership).

4- Any other information the nominee would like to add

Please attach a certificate from the Prosecution of Criminal Execution and International Cooperation at the Ministry of Justice that includes the final rulings against the nominee, if any. It must be taken into consideration that the period from issuance date of the certificate to the date of submitting the nomination application to the Central Bank Kuwait should not exceed one month. In addition, attach any additional documents or information you would like to add. Declaration & Undertaking I, -------------------------, the nominee for the position of Board Member at ---------Bank, do certify and attest that all data reported in this form are true and correct, and hereby declare my full responsibility therefor. I undertake to immediately notify of any amendments to the data reported under items 5, 6 and 7 from the date of submitting the form. I declare as well that I have read the first paragraph of Article (259) of the Penal Code which reads : “If an act of forgery is committed in an official instrument or in any of the banks documents, penalty shall be imprisonment for a period not exceeding 7 years. A fine not exceeding KD 525/- may be additionally imposed”. I am well aware that the submission of incorrect or misleading information to any authority concerned with the completion of the nomination forms, shall constitute an act of forgery in banks documents as referred to in the above mentioned article. I also declare that I have read the Guide on “Duties and Responsibilities of the Members of Banks’ Boards of Directors” issued by the Central Bank of Kuwait. Signature of the Officer in Charge The Nominee: Name: ------------------- ------------------------------------------- Signature: -------------- Date: --------------------- Declaration The undersigned declares that the data contained in this form is correct and has been reviewed and verified by the bank within the limits of the available information. Name : ---------------------------------- Chairman "Managing Director" Signature : -----------------------------

CHAPTER TWO : The Law, Supervisory & Regulatory Instructions & Controls 12- RULES AND REGULATIONS FOR THE EXPERIENCE REQUIRED FOR MEMBERS OF THE BOARD OF DIRECTORS AND THE EXECUTIVE STAFF, AS PER ARTICLE (68) OF LAW NO.(32) OF 1968. N) Circular concerning making some amendments on the forms used in the case of nomination for membership of the Bank’s Board of Directors, and the nomination for the post of a the Managing Director, or Chief Executive Officer, his Deputy or Assistant based on the item «seven». 44 Central Bank of Kuwait’s Printing Press The following documents must be distributed to the nominees along with this form:

The Central Bank of Kuwait Board of Directors’ Resolution No. (57/322/2006) concerning the rules and regulations governing the experience required under Article (68) of Law No. 32 of 1968 and its amendments.
Statement of direct and indirect ownership in the bank for which board membership the nominee is nominated.
The Guide on “Duties and Responsibilities of the Members of Banks’ Boards of Directors”.

CHAPTER TWO : The Law, Supervisory & Regulatory Instructions & Controls 12- RULES AND REGULATIONS FOR THE EXPERIENCE REQUIRED FOR MEMBERS OF THE BOARD OF DIRECTORS AND THE EXECUTIVE STAFF, AS PER ARTICLE (68) OF LAW NO.(32) OF 1968. N) Circular concerning making some amendments on the forms used in the case of nomination for membership of the Bank’s Board of Directors, and the nomination for the post of a the Managing Director, or Chief Executive Officer, his Deputy or Assistant based on the item «seven». 45 Nomination Form* for the Position of Managing Director, or the position of Chief Executive Officer or His Deputy or Assistant At: -------------Bank

Based on the rules of the revised Article (68) of Law No. 32 of 1968 concerning Currency, The Central Bank of Kuwait and the Organization of the Banking Business, and the Central Bank of Kuwait Board of Directors’ Resolution No. (57/322/2006) concerning the rules and regulations governing the experience required under the said article.

CHAPTER TWO : The Law, Supervisory & Regulatory Instructions & Controls 12- RULES AND REGULATIONS FOR THE EXPERIENCE REQUIRED FOR MEMBERS OF THE BOARD OF DIRECTORS AND THE EXECUTIVE STAFF, AS PER ARTICLE (68) OF LAW NO.(32) OF 1968. N) Circular concerning making some amendments on the forms used in the case of nomination for membership of the Bank’s Board of Directors, and the nomination for the post of a the Managing Director, or Chief Executive Officer, his Deputy or Assistant based on the item «seven». 46 Nomination Form For the Position of a Managing Director, or the position of a Chief Executive Officer or his Deputy or Assistant At : ------------------------Bank FIRST : NOMINEE’S PERSONAL INFORMATION 1- Name : ------------------------------------------------------------------------ 2- Date of birth: : ------------------------------------------------------------------------ 3- Place of birth : ------------------------------------------------------------------------ 4- Nationality : ------------------------------------------------------------------------ 5- Civil ID No.(If any): ------------------------------------------------------------------------ SECOND : ACADEMIC QUALIFICATIONS Academic Specialized Date of Name of Institution of Qualifications Qualifications Graduation Graduation 1- ------------------- ------------------- ------------------- -------------------- 2- ------------------- ------------------- ------------------- -------------------- 3- ------------------- ------------------- ------------------- -------------------- 4- ------------------- ------------------- ------------------- -------------------- “Please attach academic degrees, or official certified copies thereof” Signature of the Officer in Charge Signature of the Nominee

CHAPTER TWO : The Law, Supervisory & Regulatory Instructions & Controls 12- RULES AND REGULATIONS FOR THE EXPERIENCE REQUIRED FOR MEMBERS OF THE BOARD OF DIRECTORS AND THE EXECUTIVE STAFF, AS PER ARTICLE (68) OF LAW NO.(32) OF 1968. N) Circular concerning making some amendments on the forms used in the case of nomination for membership of the Bank’s Board of Directors, and the nomination for the post of a the Managing Director, or Chief Executive Officer, his Deputy or Assistant based on the item «seven». 47 (2) THIRD : POSITIONS HELD BY NOMINEE IN BANKING OR FINANCIAL INSTITUTIONS Name of Institution Position Period From To 1- ----------------------------------- ------------------ ----------- ----------- 2- ----------------------------------- ------------------ ----------- ----------- 3- ----------------------------------- ------------------ ----------- ----------- 4- ----------------------------------- ------------------ ----------- ----------- 5- ----------------------------------- ------------------ ----------- -----------

CHAPTER TWO : The Law, Supervisory & Regulatory Instructions & Controls 12- RULES AND REGULATIONS FOR THE EXPERIENCE REQUIRED FOR MEMBERS OF THE BOARD OF DIRECTORS AND THE EXECUTIVE STAFF, AS PER ARTICLE (68) OF LAW NO.(32) OF 1968. N) Circular concerning making some amendments on the forms used in the case of nomination for membership of the Bank’s Board of Directors, and the nomination for the post of a the Managing Director, or Chief Executive Officer, his Deputy or Assistant based on the item «seven». 48 FIFTH : CURRENT ACTIVITY PRACTICED BY THE NOMINEE 1- Type of Activity : _ 2- Name of the institution through which you practice the activity _ 3- Period of Practicing the activity _ “PLEASE ATTACH SUPPORTING DOCUMENTS” 4- Do you participate in managing another competitor institution or bank?

5- Have any institution that you managed or held a senior position therein, been previously liquidated or declared bankrupt?

If the answer is “yes” to questions 4 and 5, please give details

If the answer is “yes”, please give details

2- Have you ever entered into an amicable settlement with your creditors in Kuwait or abroad?

If the answer is “yes”, please give details

3- Have you ever been adjudicated bankrupt, whether in Kuwait or abroad ?

If the answer is “yes”, please give details and the date of issuing the court ruling.

Signature of the Nominee Signature of the Officer in Charge

CHAPTER TWO : The Law, Supervisory & Regulatory Instructions & Controls 12- RULES AND REGULATIONS FOR THE EXPERIENCE REQUIRED FOR MEMBERS OF THE BOARD OF DIRECTORS AND THE EXECUTIVE STAFF, AS PER ARTICLE (68) OF LAW NO.(32) OF 1968. N) Circular concerning making some amendments on the forms used in the case of nomination for membership of the Bank’s Board of Directors, and the nomination for the post of a the Managing Director, or Chief Executive Officer, his Deputy or Assistant based on the item «seven». 49 SEVENTH : OTHER INFORMATION 1- Have you ever been convicted for a crime of immorality or dishonesty, whether in Kuwait or overseas?

2- Have you ever been punished by a disciplinary action by any of the former employment bodies, including service termination or removal from office, whether in Kuwait or overseas?

If the answer is “yes” for 1, 2, please give details, and the date of issuing the court ruling or the penalty resolution

3- Any other information the nominee would like to add

Please attach a certificate from the Prosecution of Criminal Execution and International Cooperation at the Ministry of Justice that includes the final rulings against the nominee, if any. It must be taken into consideration that the period from issuance date of the certificate to the date of submitting the nomination application to the Central Bank Kuwait should not exceed one month. In addition, attach any additional documents or information you would like to add. Declaration & Undertaking I, -------------------------, the nominee for the position of Board Member at ---------Bank, do certify and attest that all data reported in this form are true and correct, and hereby declare my full responsibility therefor. I undertake to immediately notify of any amendments to the data reported under items 5, 6 and 7 from the date of submitting the form. I declare as well that I have read the first paragraph of Article (259) of the Penal Code which reads : “If an act of forgery is committed in an official instrument or in any of the banks documents, penalty shall be imprisonment for a period not exceeding 7 years. A fine not exceeding KD 525/- may be additionally imposed”. I am well aware that the submission of incorrect or misleading information to any authority concerned with the completion of the nomination forms, shall constitute an act of forgery in banks documents as referred to in the above mentioned article. Signature of the Officer in charge The Nominee: Name: ------------------- ------------------------------------------- Signature: -------------- Date: ---------------------

CHAPTER TWO : The Law, Supervisory & Regulatory Instructions & Controls 12- RULES AND REGULATIONS FOR THE EXPERIENCE REQUIRED FOR MEMBERS OF THE BOARD OF DIRECTORS AND THE EXECUTIVE STAFF, AS PER ARTICLE (68) OF LAW NO.(32) OF 1968. N) Circular concerning making some amendments on the forms used in the case of nomination for membership of the Bank’s Board of Directors, and the nomination for the post of a the Managing Director, or Chief Executive Officer, his Deputy or Assistant based on the item «seven». 50 (5) Declaration The undersigned declares that the data contained in this form is correct and has been reviewed and verified by the bank within the limits of the available information. Name: ---------------------------------- Chairman “Managing Director” Signature: -----------------------------

CHAPTER TWO : The Law, Supervisory & Regulatory Instructions & Controls 12- RULES AND REGULATIONS FOR THE EXPERIENCE REQUIRED FOR MEMBERS OF THE BOARD OF DIRECTORS AND THE EXECUTIVE STAFF, AS PER ARTICLE (68) OF LAW NO.(32) OF 1968. N) Circular concerning making some amendments on the forms used in the case of nomination for membership of the Bank’s Board of Directors, and the nomination for the post of a the Managing Director, or Chief Executive Officer, his Deputy or Assistant based on the item «seven». 51 The Central Bank of Kuwait’s Printing Press The following document must be distributed along with the Central Bank of Kuwait Board of Directors’ Resolution No. (57/322/2006) concerning the rules and regulations governing the experience required under Article (68) of Law No. 32 of 1968 and its amendments.

Correspondences must be sent from the relevant bank containing the names of the requested persons to be enquired about. The sent letter must be signed by the chairman of the Board of Directors or the Chief Executive Officer, and not by a lower level of employment.
Correspondences must be directed to the manager of the Prosecution of Criminal Execution and International Cooperation - Justice Palace.
Attach a delegated authorization with the signature of the person being enquired about, allowing the bank to request the certificate from the Prosecution of Criminal Execution and International Cooperation.
The style of wording when applying for the certificate shall be as follows: “Submit a detailed certificate containing final and definitive rulings issued against ------- and his criminal record”
The sent correspondence must provide a period of four to six weeks for the Prosecution of Criminal Execution and International Cooperation to respond.
The contact number (22430356) at the Prosecution of Criminal Execution and International Cooperation has been identified for any phone inquiry about the readiness of the certificates of the Bank's nominees, provided that a representative of the Bank shall attend to receive these certificates. With my best wishes, The Governor Dr. Mohammad Y. AlHashel

CHAPTER TWO: The Law, Supervisory & Regulatory Instructions & Controls 12- RULES AND REGULATIONS FOR THE EXPERIENCE REQUIRED FOR MEMBERS OF THE BOARD OF DIRECTORS AND THE EXECUTIVE STAFF, AS PER ARTICLE (68) OF LAW NO. (32) OF 1968. P) Circular No. (2/BS,IBS/404/2017) with an attachment of Resolution No. (43-a/422/2017) concerning the rules and regulations related to the experience required under Article (68) of Law No. (32) of 1968 and its amendments for local banks. 53 THE GOVERNOR Ramadhan 18, 1438 H June 13, 2017 The Chairman, Circular No. (2/BS, IBS/404/2017) For Local Banks Concerning the Rules and Regulations Related to the Experience Required under Article (68) of Law No. 32 of 1968 and its Amendments. With reference to the Central Bank of Kuwait Board of Directors’ resolution No. (57/322/2006), amended on 05/06/2007 concerning the rules and regulations for the experience required under Article (68) of Law No. 32 of 1968 on Currency, the Central Bank of Kuwait and the Organization of the Banking System and its amendments. We would like to inform you that the Central Bank of Kuwait Board of Directors, at its meeting of 13/06/2017, stipulated its amendments on the mentioned rules and regulations for the experience required under Article (68) and passed its resolution no. (43-a/422/2017) in this regard. This new resolution includes the new rules regulating the delegation of the boards of directors of banks to any of its members or third parties to carry out a specific work, supervise a particular activity, or exercise some of the board’s powers, in light of what is required by Article (185) of the Companies Law No. (1) of 2016 and its amendments. In addition to amending the terms of the required expertise for who shall be appointed as the Chief Executive Officer of the bank or his Deputies or Assistants, in respect of the years and nature of the experience required to fill these positions. As well as adding some senior positions in which their occupants must meet the conditions of experience required in accordance with the provisions of Article (4) of this resolution. Attached is a copy of resolution no. (43-a/422/2017)(1) concerning the rules and regulations for the experience required under Article (68) of Law No. 32 of 1968 and its amendments for local banks. Best Regards, The Governor Dr. Mohammad Y. Al-Hashel

(1) This resolution was amended by the Circular No. (2/BS,IBS/447/2019) listed under Item (R) of these Instructions.

CHAPTER TWO: The Law, Supervisory & Regulatory Instructions & Controls 12- RULES AND REGULATIONS FOR THE EXPERIENCE REQUIRED FOR MEMBERS OF THE BOARD OF DIRECTORS AND THE EXECUTIVE STAFF, AS PER ARTICLE (68) OF LAW NO. (32) OF 1968. P) Circular No. (2/BS,IBS/404/2017) with an attachment of Resolution No. (43-a/422/2017) concerning the rules and regulations related to the experience required under Article (68) of Law No. (32) of 1968 and its amendments for local banks. 54 Resolution no. (43-a/422/2017)(1) Concerning the Rules and Regulations for the Experience Required under Article (68) of Law No. (32) of 1968 and its Amendments for Local Banks The Central Bank of Kuwait Board of Directors, Having reviewed:

Article (68) of Law No. 32 of 1968 concerning, Currency, the Central Bank of Kuwait, and the Organization of the Banking System, and its amendments.
Law No. (1) of 2016, disseminating the Companies Law and its amendments.
The Central Bank of Kuwait Board of Directors’ resolution No. (57/322/2006) and its amendments on 05/06/2007 concerning the mentioned rules and regulations for the experience required under Article (68) of Law No. 32 of

Has resolved as follows: Article One In order to meet the condition of experience provided under Article (68) of Law No. 32 of 1968, and its amendments, a nominee for a bank board membership should satisfy one of the following conditions:

Should hold a university degree or be a graduate of one of the applied education institutes specialized in the economic, financial or banking studies, and should have the following experience: A. Holders of university degrees in the economic, legal or administrative studies should have five year experience in the said areas, or in the banking or financial field. B. Holders of university degrees in other disciplines should have seven year experience in banking or financial field. C. Holders of certificates from one of the specialized applied education institutes should have ten year experience in banking or financial field. As for the nominees for the membership of specialized banks’ board of directors, if the nominee does not satisfy the above experience conditions, then it is stipulated that the nominee should have experience in the business field of the respective specialized bank. For a nominee holding a university degree in any field, he must have a minimum experience of five years, while a nominee holding

(1) This resolution was amended by the Circular No. (2/BS,IBS/447/2019) listed under Item (R) of these Instructions.

CHAPTER TWO: The Law, Supervisory & Regulatory Instructions & Controls 12- RULES AND REGULATIONS FOR THE EXPERIENCE REQUIRED FOR MEMBERS OF THE BOARD OF DIRECTORS AND THE EXECUTIVE STAFF, AS PER ARTICLE (68) OF LAW NO. (32) OF 1968. P) Circular No. (2/BS,IBS/404/2017) with an attachment of Resolution No. (43-a/422/2017) concerning the rules and regulations related to the experience required under Article (68) of Law No. (32) of 1968 and its amendments for local banks. 55 a certificate from specialized institutions of applied education must have a minimum experience of seven years, whether in the banking or financial field, or in the business field of the respective specialized bank. Or 2) Had previously held board membership, for a minimum of six years, in local or foreign recognized banks or financial institutions, or in public institutions or financial or economic public bodies. Or 3) Had held, for a minimum of three years, key positions in banking or financial institutions, with functions related to the basic activities of the institution. Or 4) In the event the nominee does not meet the conditions specified under items 2 and 3, it may be possible to rely upon his total experience in board membership and key positions in banking or financial institutions together, so that his total experience in the said areas would be a minimum of six years. Or 5) Has been a businessman of recognized and licensed commercial, economic or financial activity for at least ten years, and the Central Bank of Kuwait believes that such activity provides the nominee with the experience useful for his position as a bank board member. Or 6) Has occupied for at least three years the position of Minister or its equivalent, or the position of Ambassador in the diplomatic body, or a key position in government bodies or state institutions, in accordance with the law and system of civil service. The Central Bank of Kuwait Board of Directors will decide whether the position occupied by the nominee has provided him with experience useful for his work as a bank board member. Article Two The Central Bank of Kuwait shall determine the terms of the required experience for those who are delegated by the Board of Directors in a bank to one of its members or to any other to perform a specific work, or supervise the bank’s activities, or exercise some and of the Board’s powers. The Central Bank of Kuwait shall also determine whether the terms of the required experience shall be applied on the Chief Executive Officer of the bank or his Deputy or Assistant in accordance with Articles (3) and (4) of this Resolution, depending on the type, size and nature of the delegation to be issued by the Board of Directors.

CHAPTER TWO: The Law, Supervisory & Regulatory Instructions & Controls 12- RULES AND REGULATIONS FOR THE EXPERIENCE REQUIRED FOR MEMBERS OF THE BOARD OF DIRECTORS AND THE EXECUTIVE STAFF, AS PER ARTICLE (68) OF LAW NO. (32) OF 1968. P) Circular No. (2/BS,IBS/404/2017) with an attachment of Resolution No. (43-a/422/2017) concerning the rules and regulations related to the experience required under Article (68) of Law No. (32) of 1968 and its amendments for local banks. 56 In this respect, the banks must submit a detailed description of the type, nature and size of the delegation to be issued to the Central Bank of Kuwait. Furthermore, the Central Bank of Kuwait’s prior approval must be obtained for the nominee to the delegation by the Board of Directors prior to delegation. Henceforth, the same procedures shall be followed for the approval of the Central Bank of Kuwait for nominees for the post of Chief Executive Officer or his Deputy or Assistant. Article Three In order to meet the experience requirement provided for under Article (68) of the said law, a nominee for the position of a bank Chief Executive Officer should satisfy the following conditions:

Must hold a university degree in economics, legal or administrative sciences. (1)
Must have a minimum of 15 years of work experience, of which a minimum of 12 year experience in a banking, financial, or economic affairs related to the business of banking activities, and a minimum of 7 years in key executive positions in these areas.
Must possess professional and leadership capabilities that qualify him for this position. Article Four In order to meet the experience requirement provided under Article (68) of the said law, a nominee for the position of Deputy or Assistant Chief Executive Officer of a bank should satisfy the following conditions.
Must hold a university degree in economics, legal or administrative sciences.
Must have a work experience of no less than 13 years, of which at least 10 years were in a banking, financial, or economic affairs that are related to the business of banking activities, with a minimum of 5 years in key executive positions in these areas.
Must possess the professional and leadership capabilities that qualify him for this position. Deputy or Assistant Chief Executive Officer of a bank, who is required to meet the aforesaid conditions, is meant to be the person who carry out the important functions related to the nature of the bank’s activities, such as credit/finance, investment, treasury, internal audit, risks, information technology, operations, and other banking functions.

(1) This item was amended by adding “or information technology”, according to the Circular No. (2/BS,IBS,FS,IFS/422/2018) listed under Item (Q) of these instructions.

CHAPTER TWO: The Law, Supervisory & Regulatory Instructions & Controls 12- RULES AND REGULATIONS FOR THE EXPERIENCE REQUIRED FOR MEMBERS OF THE BOARD OF DIRECTORS AND THE EXECUTIVE STAFF, AS PER ARTICLE (68) OF LAW NO. (32) OF 1968. P) Circular No. (2/BS,IBS/404/2017) with an attachment of Resolution No. (43-a/422/2017) concerning the rules and regulations related to the experience required under Article (68) of Law No. (32) of 1968 and its amendments for local banks. 57 Article Five In order for the experience required under Articles (One), (Two), (Three) and (Four) of this resolution to be accepted for the nominees, such nominees must have not been previously removed from his position, or attributed to any negligence, omission, or violation of Law No. 32 of 1968 and its amendments during the performance of his duties in banking or financial institutions. Article Six The Central Bank Board of Directors may exempt any of the nominees mentioned under Articles (Two), (Three), and (Four) of this resolution from the university degree requirement if the experience and efficiency of such nominee so warrants. Article Seven The Central Bank of Kuwait has the right to take the actions necessary for ascertaining that the mentioned nominees under Articles (Two), (Three), and (Four) of this resolution has the professional and leadership capabilities qualifying them for the required positions, including a personal interview with the nominee, if so required. Article Eight This resolution shall be in effect from the date of its issuance, and shall be published in the official Gazette. Dr. Mohammad Y. Al-Hashel The Governor Chairman of the Board of Directors of the Central Bank of Kuwait Ramadhan 18, 1438 H corresponding to June 13, 2017

CHAPTER TWO: The Law, Supervisory & Regulatory Instructions & Controls 12- RULES AND REGULATIONS FOR THE EXPERIENCE REQUIRED FOR MEMBERS OF THE BOARD OF DIRECTORS AND THE EXECUTIVE STAFF, AS PER ARTICLE (68) OF LAW NO. (32) OF 1968. Q) Circular No. (2/BS, IBS, FS, IFS/422/2018) to all local banks and finance companies concerning the rules and regulations related to the experience required in Article (68) of Law No. (32) of 1968 and its amendments. 58 THE GOVERNOR Rabi-ul-Awwal 25, 1440 H December 03, 2018 The Chairman, Circular No. (2/BS, IBS, FS, IFS/422/2018) to all Local Banks and Finance Companies concerning the Rules and Regulations for the Experience required under Article (68) of Law No. 32 of 1968 and its Amendments Referring to the resolutions of CBK’s Board of Directors No. (43-A/422/2017)(1) and No. (43-B/422/2017) on the rules and controls related to the experience required in Article (68) of Law No. 32 of 1968 and its amendments for both local banks and finance companies. We would to indicate that the CBK’s Board of Directors has decided, at its meeting held on 03/12/2018, to amend item (1) of each of Article (3) (regarding who is appointed as the head of the executive body of a bank/finance company) and Article (4) (related to who is appointed Deputy or Assistant Chief Executive Officer of a bank/finance company) from these resolutions, to become as follows: “1) Have a university degree in economics, legal, administrative or information technology.” Attached is a copy of CBK’s Board of Directors No. (12/433/2018) in this regard. With my best wishes, The Governor Dr. Mohammad Al-Hashel

(1) This decision has been amended by Circular No. (2/BS, IBS/447/2019) listed under item (R) of these Instructions.

CHAPTER TWO: The Law, Supervisory & Regulatory Instructions & Controls 12- RULES AND REGULATIONS FOR THE EXPERIENCE REQUIRED FOR MEMBERS OF THE BOARD OF DIRECTORS AND THE EXECUTIVE STAFF, AS PER ARTICLE (68) OF LAW NO. (32) OF 1968. Q) Circular No. (2/BS, IBS, FS, IFS/422/2018) to all local banks and finance companies concerning the rules and regulations related to the experience required in Article (68) of Law No. (32) of 1968 and its amendments. 59 Resolution No. (123/433/2018) Amending Resolutions No. (43-A/422/2017) and No. (43-B/422/2017)(1) Concerning the Rules and Regulations on the Experience Required in Article (68) of Law No. 32 of 1968 and its Amendments for both Local Banks and Finance Companies CBK’s Board of Directors

Perusing Article (68) of Law No. 32 of 1968, concerning the Currency, the Central Bank of Kuwait, and the Organization of Banking Business and its amendments.
The CBK’s Board of Directors’ resolutions (43-A/422/2017) and (43- B/42/2017) on the rules and regulations related to the expertise required by Article (68) of Law No. 32 of 1968 and its amendments for local banks and finance companies. It has been decided: Article One Amend clause (1) in both Article (3) (regarding who is appointed as the head of the executive body of a bank/finance company) and Article (4) (related to who is appointed Deputy or Assistant Chief Executive Officer of a bank/finance company) from CBK’s Board of Directors’ resolutions (43-A/422/2017) and (43-B/422/2017) on the rules and regulations of the expertise required by Article (68) of Law No. 32 of 1968 and its amendments, for both local banks and finance companies, to be as follows: “1) Have a university degree in economics, legal, administrative or information technology.” Article Two This decision shall come into force from the date of its issuance and shall be published in the Official Gazette. Dr. Mohammad Al Hashel Governor Chairman of CBK’s Board of Directors Issued on Rabi-ul-Awwal 25, 1440 H corresponding to December 03, 2018

( 1 ) This decision has been amended by the Circular No. (2/BS, IBS/447/2019) listed under Item (R) of these Instructions.

Article (68) of Law No. 32 of 1968 concerning Currency, the Central Bank of Kuwait, and the Regulation of Banking and its amendments.
The CBK’s Board of Directors’ resolutions (43-A/422/2017) and its amendments, concerning the rules and regulations related to the expertise required by Article (68) of Law No. 32 of 1968 and its amendments for local banks. It has been decided: Article One In order to meet the experience condition stipulated in Article (68) of Law No. 32 of 1968 and its amendments, the non-independent candidate for membership in the Board of Directors of a bank shall meet one of the following conditions:

Have a university degree, or a degree from the applied institutes, and have experience as follows: A. For holders of university degrees in economics, legal, administrative or technical sciences: Five year experience in those fields, or in the banking or finance field. For other university qualifications: 7 year experience in banking or finance fields. B. For holders of degrees from the applied institutes specialized in economic, legal, administrative or technical sciences: seven year experience in those fields, or in the banking or financial field. For other degrees from the applied institutes: Ten year experience in banking or finance fields. C. For candidates of membership in the board of directors in specialized banks, who do not meet the condition of previous experience: Five years of experience in the working field of the specialized bank concerned with membership, for those who obtain university degrees, whatever the major is. On the other hand, candidates obtaining degrees from applied institutes must have seven years of experience in the banking and finance field, or in the working field of the specialized bank concerned with membership.

Have a university degree in economics, legal, administrative or technical sciences.
Must have a minimum of five-year experience in any of these areas, particularly in relation to governance, risk management, auditing, treasury and investment. In any of those areas. Furthermore, years of experience, all or some, can be in the academic teaching fields of universities or specialized applied institutes in any of these areas. The conditions of independence shall be fulfilled in accordance with the Governance Instructions issued by CBK regarding the definition of the independent member or any subsequent related instructions issued by the Bank in this regard. Article Three CBK shall determine the conditions of expertise required of whom to delegate from a bank’s board of directors, whether a member of the board of directors or else, to perform a specific work, supervise any aspect of the bank’s activity or exercise some powers and specialties of the board of directors, and whether the conditions of expertise need to be applied on the person appointed as Chief Executive Officer of the bank or his Deputy or Assistant in accordance with the provisions of Articles (4) and (5) of this resolution, based on the type, size and nature of the authorization issued by the board of directors. In this regard, the banks shall provide CBK with a detailed description of the type, nature and size of the issued delegation, and the obligation to obtain the prior approval of CBK for those nominated by the board of directors prior to commencing the delegation, following the same procedures in place to obtain the approval of the CBK on the candidates filling the position of Chief Executive Officer or his Deputy or Assistant.

Have a university degree in economics, legal, administrative or technical sciences.
Have at least 15 years of experience, of which at least 12 years in banking, finance or economic affairs related to their competence in banking activities, with at least 7 years in key executive positions in those areas.
Have the technical and leadership capabilities to take this position. Article Five To fill the position of a Deputy or Assistant Chief Executive Officer, the following conditions shall be met in order to satisfy the experience stipulated in Article (68) of the aforesaid Law:
Have a university degree in economics, legal, administrative or technical sciences.
Have at least 13 years of experience, of which at least 10 years in banking, finance or economic affairs related to their competence in banking activities, with at least 5 years in key executive positions in those areas.
Have the technical and leadership capabilities to take this position. A Deputy or Assistant Chief Executive Officer of a bank, which must be subject to the conditions indicated, means persons who carry out important business related to the nature of the bank’s activities such as credit/finance business, investment, treasury, internal audit, risks, information technology, operations, etc., and other banking operations. Article Six To consider the experience condition in candidates stipulated in Articles One, Two, Three, Four and Five of this resolution, a candidate must not have previously been removed from his position, attributed to any negligence or carelessness while performing his duties, or committed acts contrary to Law No. 32 of 1968 and its amendments, during his duty in banking or financial institutions.