Iraqi Securities Commission Regulations No. 14: Corporate Governance and Social License for Training and Consulting

Iraqi Securities Commission Regulatory Framework 2022

Based on Article 11/12 of Decision No. 74(2004) regarding the provisions of Section (Rashish),

We have issued the following regulatory framework:

Regulation No. 14: Corporate Governance and Social Guidelines License for Corporate, Environmental, and Social (ESG) Training and Consulting Activities

Iraqi Securities Commission – Commission Council

Article (1): Definitions and Terms The following terms and expressions are intended for the purposes of this regulation with the meanings indicated next to them:

First - The Commission: The Iraqi Securities Commission.

Second - Consulting: Providing specialized professional services to evaluate or develop governance systems in companies.

Third - Experience in the field of governance: Practicing a proven process for a period of not less than five years in corporate, environmental, or social governance.

Fourth - Accredited Certificate: A professional or academic certificate issued by an accredited international or local body and subject to the Commission's audit.

Fifth - Licensee: The natural or legal person holding a training or consulting license under this regulation.

Article (2): Training aims to develop the skills of individuals working in the Iraqi securities market and to update various governance aspects, especially for listed companies. Governance systems should include the following basic training aspects:

First - Governance fundamentals

Second - Types of governance and the duties of the board of directors and committees

Third - Risk management and environmental and social challenges

Fourth - Disclosure and transparency

Fifth - Shareholders' rights

Sixth - Stakeholders

Seventh - Practical training on governance applications

Eighth - Preparation of annual governance reports

Ninth - Performance evaluations and internal evaluation models

Article (3): Governance consulting aims to:

First - Evaluate and develop systems to support companies

Second - Prepare strategic plans for corporate, environmental, and social governance

Third - Draft policies and procedures

Fourth - Conduct periodic reviews and provide developmental recommendations

Article (4): The licensee must sign written consulting contracts with beneficiary parties, which include (scope of work, fees, contract duration, responsibilities, and confidentiality). The Commission retains a copy of the contract for review upon request.

Article (5): The following are required for the training and consulting license:

First - Experience of not less than 3 years in providing training in the field of governance

Second - Registration in Iraq and submission of a certificate of establishment for the legal person under the law

Third - A list of served entities and the nature of the programs

Fourth - Self-governance: At least one expert in the field of governance

Fifth - In the case of consulting, the expert must have experience of not less than 5 years

Sixth - The legal person is subject to the Commission's inspection

Seventh - Commitment to maintain the conditions of the license

Eighth - Renewal of the license every 3 years for training and 4 years for consulting

Article (6): The Commission forms a specialized technical committee by a decision of the Commission Council to evaluate the professional qualifications of applicants and trainers. The following criteria are adopted:

First - Accredited international certificates

Second - Verified practical experience

Third - Results of previous programs

Fourth - Evaluation reports from beneficiaries

Article (7): Applications are submitted to the Commission Council within 30 days of submission, and a decision of acceptance or rejection or request for additional documents is made. The license can be applied for separately for training and consulting.

Article (8): Training programs and curricula are adopted according to the following criteria:

First - Principles of the OECD and development

Second - Recommendations of the International Finance Corporation (IFC)

Third - Requirements deemed appropriate by the Commission regarding the reality of the Iraqi business environment. The Commission reviews this list annually and updates it as needed.

Article (9): Fees for issuing and renewing the license are as follows:

First - Fees for issuing a training license for the first time (1,000,000 Iraqi Dinars) and renewing it annually (500,000 Iraqi Dinars)

Second - Fees for issuing a consulting license for the first time (3,000,000 Iraqi Dinars) and renewing it annually (1,500,000 Iraqi Dinars)

Third - These fees may be amended annually by a decision of the Commission Council based on the recommendation of the Legal and Technical Department.

Article (10): The Commission has the right to suspend or revoke the license in the following cases:

First - Providing misleading or incorrect information

Second - Violating professional or ethical standards

Third - Failure to submit required reports or updates

Fourth - Issuance of judgments for corruption, money laundering, or terrorism financing under laws

Fifth - The licensee is granted a period not exceeding 30 days to rectify the violation before the revocation decision is issued.