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AFS legal statement

AFS legal statement

Privacy Policy

Privacy Policy

This Privacy Notice (“Notice”) is effective from 15th Jan 2025.

What is the purpose of the Privacy Notice?

The purpose of this Privacy Notice is to explain how Arab Financial Services Co. B.S.C (c), a closed joint stock company registered in Bahrain under commercial registration number 14777 (“AFS”, “we”, “us” and “our”) and the other members of the AFS Group may process your personal data.

The “AFS Group” includes Arab Financial Services Company B.S.C (c) and any entities wholly or more than 51% owned by AFS. For more information about the AFS Group, including who is a member of it, you may visit www.arabfinancialservices.ai or contact your Relationship Manager.

Who is your Data Controller?

A data controller determines the purposes and means of the processing of your personal data.

Your data controller is AFS whose products and services you use or have subscribed to, or with which you hold a payment account, including through the use of our digital platforms.

You can find more details on how to contact us at the end of this Privacy Notice.

Definitions and Interpretation

For the purposes of this Privacy Notice “personal data” is information:

For the purposes of this Privacy Notice “personal data” is information:

  • that identifies or can be used to identify you;
  • that relates to, describes, is reasonably capable of being associated with; or
  • could reasonably be linked (directly or indirectly) with you;
  • that can be used to authenticate you or provide access to an account

Where the customer of AFS is a natural person, any reference to the “customer” and “you” will mean such natural person.

The term “you” also refers to any individual whose personal data is provided to us by the customer, or anyone acting on their behalf (a “connected person”).

Where the customer of AFS is a legal entity, (i.e. they are organized as a legal entity) any reference to “you” will mean and include any connected person and a reference to such customer.

Personal data we collect as a result of transactions with a customer who is a legal entity is usually limited to details pertaining to the owners / shareholders (direct, indirect and beneficial), officers or directors, authorized persons, agents, individual contractors, personal guarantors etc. of the customer.

If you are a senior manager, authorized signatory or beneficial owner of a legal entity customer, or if you are an individual customer of AFS, you must ensure that every connected person receives a copy of this Privacy Notice before their personal data is shared with AFS.

Why do we need your personal data and what is the legal basis for this?

If you are a senior manager, authorized signatory, or beneficial owner of a business customer of AFS, or if you are an individual customer of AFS, you must ensure that every connected person receives a copy of this Privacy Notice before their personal data is shared with AFS.

We will use your personal data where we have your consent or when we have another lawful reason such as:

  • The need to process the data to enter into or carry out an agreement we have with you;
  • The need to pursue our own legitimate interests;
  • The need to process the data to comply with a legal obligation (e.g., compliance with our regulatory obligations under any applicable regimes, including without limitation sanctions screening, other checks or verification as part of our customer due diligence processes, or to comply with tax regulations that require us to report the tax status of our customers);
  • The need to establish, exercise, or defend our legal rights or those of a member of AFS Group or a third party employed by us;
  • When we believe the use of your data is in the public interest.

Specific reasons or purposes for which we may use your personal data include:

  • To set up, maintain, fulfil, and administer the contractual relationship that we have with you;
  • To provide you with products and services and to process the data to enter into or carry out an agreement we have with you;
  • To enable you to manage your account and transact with us;
  • To make credit assessments and checks;
  • To collect debt (which may involve passing your personal data to debt collection agencies),
  • To assess the suitability of our products and services for your needs;
  • To keep records of your instructions, transactions and communications for any further required evidence, and to prevent or detect financial crime or suspected financial crime, including (but not limited to) fraud, money laundering and financing of terrorism;
  • To test the performance of our products, services, and internal processes;
  • To administer our internal operational requirements (including credit, compliance, and risk management, market research, system and product development, staff training, quality control, accounting, and for audit purposes);
  • To keep records of activities effected on our digital platforms, websites or mobile applications, such as your connection’s timestamp and duration;
  • To process requests relating to the exercise of your rights under data protection laws;
  • To develop statistics, data analytics, for market research, surveys and analysis, including to develop and improve our products and services so that we can offer new and enhanced products and services to you, which may include converting your personal data into statistical or aggregated data which cannot be used to identify you.

What personal data do we collect about you?

The personal data we collect includes data provided by you when at the start of our relationship, or at any time thereafter such as:

  • Personal data including full name, nationality, gender, date of birth, country of birth, social status, names of relatives, employment status, photos (including selfies), signature;
  • Data about your identity including Identity documents, biometric data, details of ID cards, details of passports, national social security or insurance number, driving license number;
  • Contact details including residential address, email addresses, telephone numbers, proof of address documents;
  • Employer, employment status, job title, full name, email, address and telephone number(s) used for work purposes;
  • Financial data: income and source of income, source of wealth, average account balances, financial activity and engagement data;
  • Data about your taxes, tax status including a tax identification number, FATCA forms, etc.;
  • Other data provided by you via completing forms and other means including e-mail, electronic messages, recorded calls, live chat, chatbots and face-to-face contact.

The personal data that we collect or generate during our business activities includes:

  • Details of transactions done by you or by any of your connected persons. Details include dates, amounts, currencies, payer and payee details;
  • Data about your relationship with us, the channels you use and your ways of interacting with us, the technology you use for this and your language preferences;
  • Data about your ability to get and manage your credit;
  • Data concerning complaints and disputes or about the instances where you have exercised your legal rights related to the protection of your personal data;
  • Market research data, e.g. opinions expressed by you when participating to our market research campaigns or surveys;
  • Risk rating information, e.g. credit risk rating, transactional behavior and underwriting information;
  • Due diligence data, e.g. data required to comply with financial crime regulations (anti-money laundering, anti-terrorism financing etc.);
  • Data used to identify you such as usernames, PIN codes, passwords, signatures and biometric information (e.g. fingerprint, iris scan, voice, face recognition) or a physical token (e.g. a debit, credit or prepaid card, a Security Token or electronic key) that are required when using our products or services;
  • Email address(es) and telephone number(s) used to receive digital alerts (meaning an alert by SMS or email which we send to inform our customers on certain types of transactions or to provide financial information);
  • Information about your device or the software you use, e.g. its IP address, technical specification and uniquely identifying data;
  • Data about your geographic location and ATMs branches you use;
  • Data that we need to support our regulatory obligations, e.g. information about transaction details, detection of any suspicious and unusual activity and data about parties connected to you for these activities;
  • We may record calls, email, text messages, social media messages and other communications between you and employees of AFS;
  • Closed-circuit television (“CCTV”) videos, with or without audio recording, used in and around our premises and ATM locations for the purpose of physical security and crime prevention - therefore we may have images of you captured by our CCTV cameras;
  • Online Identifiers that may leave traces which, when combined with unique identifiers and other data received by servers, may be used to identify the user. Online Identifiers may include internet protocol addresses (IP addresses) and cookie identifiers (although we do not usually use cookies to track individual users or to identify them). For more details about cookies, see our online Cookie Policy;
  • Data relating specifically to transactions carried out by users, including transactions done via our digital platforms. Whilst our relationship is with our customer, we will be collecting data specific to transactions carried out by users. For example, we will be able to inform our customer of details (such as dates, amounts, currencies, payer and payee details) about transactions made on our digital platform and which user initiated the transactions. Some of this may be personal data about the user.

How is your personal data collected?

We collect your personal data from a number of sources, including:

  • Data provided by you when we set up, administer and manage our relationship with you;
  • Data we otherwise receive directly from you or from a person acting on your behalf;
  • Data we obtain from third parties such as brokers, credit reference, debt recovery, fraud prevention or government agencies;
  • Data that we gather from publicly available sources such as the Internet and companies’ registries or other local trade registers;
  • Data that we learn through your use of our services and products such as when you use our digital platforms or mobile applications, when you visit our websites or when you interact with us through a recorded channel (e.g. a recorded telephone line, a chatbot etc.);
  • Data that we identify through our fraud prevention controls;
  • Data available through sanctions screening databases and the like applications, websites or software solutions etc.
  • Data provided by other members of the AFS Group;
  • Data we receive directly by your engagement with our social media platforms.

Recording of data

AFS may record and keep track of your conversations with it, including phone calls, face-to-face meetings, letters, emails, live chats, video chats and any other kinds of communication.

These recordings will be used to check, review or verify your instructions, information, selections or subscriptions, assess, analyze and improve the quality of our services, train our people, manage risk or to prevent and detect fraud and other crimes.

AFS may also capture additional data about these interactions, e.g. telephone numbers that you call us from and data about the devices or software that are used.

Marketing

We may use your data to inform you about products and services offered by AFS or other entities of the AFS Group.

You can, at any time, withdraw your consent for this marketing purpose. For more information, see ‘Your right to data protection’ section of this Notice.

Please note that AFS will continue to use your contact details to provide you with important information, such as changes to our Terms & Conditions or when we have legitimate reasons to do so, including compliance with our regulatory obligations.

Is providing your personal data obligatory?

We are unable to enter into or administer the relationship with you without some of your personal data.

In cases where providing your personal data is optional, we will make this clear, for instance by explaining in application forms if certain data fields can be left blank. In particular, it is not mandatory that you sign up for or transact on digital platforms operated by us.

Updates to your personal data

You are responsible for ensuring that the data that you provide is accurate.
If any of the personal data you have given to us should change, such as your contact details, please inform us without delay.

Similarly, if we have collected personal data about you that you consider to be inaccurate, please inform us.

Kindly refer to the section on “how to contact us” below for information on how AFS can be reached for updating your information.

Sharing of personal data

AFS may share your personal data with other parties where you have provided your explicit consent to do that. For example, you may have instructed us to send your account statements to your accountant.

AFS may share your data with others where it is lawful to do so including where we or they:

  • need the data to provide you with products or services you have requested;
  • have a public or legal duty to do so, e.g. to assist with detecting and preventing fraud, tax evasion and financial crime;
  • need to in connection with regulatory reporting, litigation or asserting or defending legal rights and interests
  • have a legitimate business reason for doing so such as to manage risk, verify and update your identity or the organization you represent, enable another company to provide you with services you’ve requested, or assess your suitability for products and services;
  • have asked you for your permission to share it, and you have agreed.

AFS may share your data for the specific purposes below with other parties including:

  • Anyone who provides instructions or operates any of your accounts on your behalf, e.g. holders of a Power of Attorney, solicitors, intermediaries, person to whom you have granted security over your account and anybody else that we’ve been instructed to share your data with, by either you, a joint account holder or anybody else who provides instructions or operates any of your accounts on your behalf;
  • Any joint account holders, trustees, beneficiaries or executors, to your legal representative and their advisors and member of your family if you die or suffer mental incapacity for the purposes of them making a payment on your account;
  • Parties who give guarantees or other security for any amounts you owe us;
  • Parties you make payments to or receive payments from;
  • Other AFS Group companies (including their employees, sub-contractors, service providers, directors and officers) and any of their sub-contractors, agents or service providers such as for instance backup and server hosting providers, IT software and maintenance providers, document storage providers and suppliers of other processing and support services;
  • AFS shareholders and other stakeholders;
  • Our legal and professional advisers such as auditors and external legal counsel;
  • Other financial institutions, clearing houses, custodians, counterparties, fund managers, lenders and holders of security over any property you charge to us;
  • Trade associations, credit reference or rating agencies, payment service providers and debt recovery agents;
  • Database providers or third parties offering customer identification, screening and verification services;
  • Our business partners who we may have arranged to provide a service to you and any other party that provides marketing services to us;
  • Parties involved in any disputes, law enforcement, government, courts, dispute resolution bodies, our regulators, auditors and any party appointed or requested by our regulators to carry out investigations or audits of our activities;
  • Agencies for the prevention of fraud and financial crime;
  • Providers of card services, members of a credit card association or merchants where we need to disclose in regard to the operation of cards we supplied to you;
  • Any introducing broker or other intermediary to whom we provide instructions or referrals;
  • With any party to a transaction acquiring risk in, or assuming risk in, or in connection with, the products and services of AFS;
  • Any governmental, banking, taxation or other regulatory authorities or similar bodies with jurisdiction over any part of the AFS Group, or under the rules of a relevant stock exchange, including those which are based overseas;
  • Any member of AFS Group to allow you to access our products and services. This includes our Relationship Managers (if they are employed or engaged by a member of the AFS Group) and our IT support teams for digital platform services;
  • Any potential or actual participant sub participant assignee, transferee or novate (and their employees and advisors) in respect of any of any of our obligations to you under any contract;
  • The courts or arbitration tribunals, and as may otherwise be necessary for the administration of justice, to protect vital interests and to protect the security and integrity of our business operations or those of the AFS Group.

International transfers of personal data

We may need to share any of the above data with parties in different countries, when that is required to carry out our contract with you, to fulfil a legal obligation, to protect the public interest and/or for our own legitimate interests.

The parties that we may share your personal data with may be located in countries that already have adequate protection for personal data under their applicable laws. Where parties are located in countries that do not have such data protection laws, AFS will apply safeguards to maintain the same level of protection as the country in which the products and services are supplied.

These safeguards may be contractual agreements with the overseas recipient, or it may require the recipient to subscribe to international data protection frameworks.

In this way your personal data may be transferred outside the country of the AFS office with which you have a relationship.

For more information about these safeguards, and others as may be relevant from time to time, you can contact us using the ’How to contact us’ section of this Notice.

How long do we keep your personal data and what is the criteria used to determine this?

We keep your personal data for as long as necessary to fulfil the purposes for which it was collected (as described above). Even when you close/terminate your account/agreement with us, we retain, as long as required, a minimum set of your personal data in order to comply with legal and regulatory requirements or in case of claims or in order to answer any of your queries.

Such personal data include:

  • Activities and transactions carried out by users on the customer’s account via our digital platform;
  • Username (used in our digital platform) of a connected person who no longer works for our customer.

Please reach out to us as per ‘How to contact us’ section of this Notice if you want more information about the retention of personal data.

We will continue to look after your personal data securely and your rights listed in this Privacy Notice remain in place until your personal data is safely deleted from our systems.

The criteria we use to determine data retention periods for your personal data includes the following:

  • Retention in case of queries. We will retain some of it in case of queries from you (for instance, if you submit an application for a product or service for the Customer and if that is unsuccessful);
  • Retention in case of claims. We will retain some of it for the period in which the Customer might legally bring claims against us; and
  • Retention in accordance with legal and regulatory requirements. We will retain some of it after our agreement with the Customer has come to an end and, with respect to access to our digital platform, following the termination of such access, based on our legal and regulatory requirements.

Your right to data protection

You have the following rights to data protection:

  • The right to be informed about the processing of your personal data;
  • The right to have your personal data corrected if it is inaccurate and to have incomplete personal data completed;
  • The right to object to the processing of your personal data;
  • The right to restrict the processing of your personal data;
  • The right to have your personal data erased (the right to be forgotten);
  • The right to request access to your personal data and to obtain information about how we process it;
  • The right to move, copy or transfer your personal data (data portability);
  • The right not to be subject to a decision based solely on automated Processing, including Profiling, which produces legal effects concerning him or her or similarly significantly affects him or her;
  • The right to withdraw your consent at any time (e.g. no longer be included in our marketing campaigns).

Please note that these rights are not absolute and do not apply in all circumstances. It is understood that you will be entitled to any additional rights that would be conferred by the applicable Laws and Regulations. If you wish to exercise any of these rights, please write or mail us. Kindly refer to the section “How to contact us” on how to reach us.

Complaints

In addition, you have the right to complain to the relevant supervisory authority which has enforcement powers and can investigate compliance with data protection laws.

The relevant Personal Data Protection Authority in the Kingdom of Bahrain is the Personal Data Protection Authority in Ministry of Justice, Islamic Affairs and Waqf.

Other Terms and Conditions between us

There may be other terms and conditions in our agreements with the customer that will apply to our use of your personal data. Such terms and conditions must be read in conjunction with this Privacy Notice.

Accessibility

Please contact us in case you need a copy of this Notice in another format. Kindly refer to the section below for information on how such request can be made.

How to contact us

If you have any questions about this Privacy Notice or the way AFS or AFS Group handles personal data, please contact us.

  • Arab Financial Services Co. B.S.C (c) Office 1201, 12th Floor, Bahrain Financial Harbour, East Tower,
  • Building No.1398, Road 4626, Block 346, Manama
  • P.O Box 2152, Bahrain
  • E-mail: [email protected]
  • For more information about AFS please visit our website https://www.arabfinancialservices.ai

Cookies Policy

Cookies Policy

PLEASE READ THIS POLICY CAREFULLY BEFORE USING OUR WEBSITE

Thank you for visiting www.arabfinancialservices.ai("Website"). This policy explains how cookies are used on our website. This policy may be amended from time to time and the latest policy will be posted on this page.

Cookies that are placed on your computer or device are used to make websites work more efficiently, and to provide information to the owners of the site. Our Cookies Policy helps you understand what information is collected, and gives you control over how it is collected and used. The list of cookies used by this website is updated regularly. AFS values your privacy and keeps all the information collected from cookies in a non–personally identifiable format.

By using an AFS Site, you are consenting to our use of cookies and other tracking technology in accordance with this notice. If you do not agree to our use of cookies and other tracking technology in this way, you should set your browser settings accordingly or not use the AFS Site. You can block cookies using your browser settings or allow cookies from specific websites by making them “trusted websites” in your Internet browser. If you disable cookies that we use, this may impact your user experience while on the AFS Site.

When using a mobile device to connect to the internet, you should also refer to the privacy notice of the specific App you are using to understand its specific data collection practices.

Protecting and managing your online privacy

AFS is committed to protecting you and any data (anonymous or otherwise) that we collect about you whilst using our websites. By accessing our websites using any device, you agree that this Cookies Policy applies to that use in addition to any other terms and conditions which may apply.

We do not use cookies to track individual users or to identify them but to gain useful knowledge about how our websites are used so that we can keep improving our online services for our users. We may use cookies to:

  • Ensure your security and privacy when in our websites.
  • Increase our understanding of how you navigate through our websites so that we can identify improvements.

More about cookies

Cookies are small text files that are placed on your computer by websites that you visit. They contain small amounts of information which your computer or mobile device downloads when you visit a website and are widely used in order to make websites work, or work more efficiently, as well as to provide information to the owners of the site. Cookies are designed to be a reliable mechanism for websites to remember information (such as your language preference) or to record the user's browsing activity (including clicking particular buttons, logging in or recording which pages were visited).

See below for details on what information is collected by cookies and how we use that information.

How AFS uses cookies

AFS uses cookies to gain a better understanding of how visitors use this website. Cookies help us tailor AFS websites to your personal needs, letting you navigate between pages more efficiently, improving user-friendliness, remembering your preferences and generally improving your experience whilst on our websites. To enable this some cookies are applied when you enter our sites.

We deploy these technologies when you visit our websites to offer an online experience more suited to the device you use. When you visit our websites from any device (PC, tablet or mobile phone), we collect information about the device or browser you use including the device type, its operating system, its display resolution, its Internet Protocol (IP) address. We also collect information on the way you interact with our websites. It is possible that you may not be able to initiate or complete some tasks in our websites if cookies or similar technologies are disabled on your device.

Cookies used on our website:
Persistent cookies:

Persistent cookies last after the user has closed the browser and allow a website to remember the user’s actions and preferences. This means that, during the cookie's lifespan, its information will be transmitted to the server every time the user visits the website, or every time the user views a resource belonging to that website from another website (such as an advertisement). Persistent cookies are also used to keep users logged into their accounts on websites by eliminating the need to re-enter login credentials at every visit. AFS may also use persistent cookies to allow us to analyze customer visits to our websites. These cookies help us to understand how customers arrive at and use our website so we can improve our online services.

Session cookies:

Session cookies, also known as in-memory cookies or transient cookies, are temporary cookie files which are erased when you close your browser. Session cookies last only for the duration of your visit and exist only in temporary memory whilst the user navigates the website. When you restart your browser and go back to the site that created that cookie, the website will treat you as a new visitor. They facilitate tasks such as allowing a website to identify that a user of a particular device is navigating from page to page during a single browser session and allow you to use the website most efficiently. Session cookies do not have an expiration date assigned to them, which is how the browser knows to treat them as session cookies.

Setting your cookie preferences

You can manage, block or restrict cookies set by any website – including AFS website – through the browser settings on each browser and device you use to access the Internet. If you would prefer to opt out of cookies, it is possible to control cookies by following the steps below, however you should be aware that you might lose some features and functionality of the website if you do so.

Cookies, including those which have already been set, can be deleted from your hard drive. You can also change the preferences/settings in your web browser to control cookies. Some internet browsers have a ‘Do Not Track or ‘DNT’ setting; this sends a signal to websites asking them not to track your browsing. The following links may be helpful:

Please be aware that these are external public links to third party websites and AFS does not accept any liability for the instructions given on these sites.

In some cases, you can choose to accept cookies from the primary site, but block them from third parties. In others, you can block cookies from specific advertisers, or clear out all cookies.

Deleting or blocking cookies may reduce functionality of the site. To learn more about how to manage cookies or turn them, please visit allaboutcookies or go to the help menu within your internet browser. If you experience any problems having deleted cookies, you should contact the supplier of your web browser.

What happens to cookies that have been downloaded in the past?

If you have disabled one or more cookie categories, we may still use information collected from existing cookies, but we will stop using the disabled cookies to gather any further information. You can delete existing cookies from your browser.

We reserve the right to make any changes and corrections to this policy. Please refer to this page from time to time to review these and new additional information.

Candidates Privacy Policy

Candidates Privacy Policy

This Candidate Privacy Notice (the "Notice") explains how AFS and its subsidiaries, affiliates, and related entities (collectively "AFS", "we", "us", and our) collect and process personal data about potential candidates ("candidate", "you", "your(s)") for employment with us.

THIS NOTICE DESCRIBES:
  • the categories of personal data that we collect,
  • how we use or process your personal data,
  • your rights regarding the personal data that we hold about you, including how you can access, correct, and request erasure, and
  • when we may disclose your personal data to third parties.

We will only process your personal data in accordance with this Notice unless otherwise required by applicable law. We take steps to ensure that the personal data that we collect about you is adequate, relevant, not excessive, and processed for limited purposes.

COLLECTION OF PERSONAL DATA:

For the purposes of this Notice, personal data means any information about an identifiable individual (i.e., AFS job candidate) collected in connection with the recruitment process. We may collect personal data directly from you, as a candidate for employment with us, or may receive personal data from third parties, for example, in connection with a background employment check.

We may collect, store, and process the following categories of personal data:

CV AND APPLICATION REVIEW:
  • Information submitted as part of your CV and application submission.
  • Physical and electronic address details (e.g., telephone number, email and/or postal address and business telephone number).
  • Education and employment information (e.g., remuneration at your current employer, employment dates with your current and past employers, position information such as position title, and language skills).
  • And any additional information that is shared with us via your CV, cover letter, or application form.
  • Third party information that you provide such as references.
INTERVIEW:
  • Interview performance evaluation and scores (e.g., recordings of any video interviews in which you participate).
  • Electronic and physical communication information, including but not limited to in- and outbound emails including attachments, phone conversations.
  • And anything you choose to submit by choice in support of your application.
PRE-EMPLOYMENT CHECK:
  • Personal details and identification information (e.g., date of birth, nationality, picture, gender, ID card, passport numbers and other national ID numbers as required, immigration status).
  • Information about you that we are obliged to process for regulatory and governmental authorities (e.g., medical checkup, visa application, criminal clearance report, credit report, CBB forms etc.).
  • And any verifications of the information you shared with us.
TECHNICAL AND BEHAVIORAL TESTING:
  • Where relevant, results of technical and behavioral testing and information about personality traits such as data collected to assess a candidate's suitability.
TRAVEL BOOKING:
  • Where relevant, information about you in connection of your travel booking.

The above-mentioned personal data are collected:

  • Directly from you (through the completion and submission of online application forms and profiles, through curriculum vitae, or through interviews or other means of communication);
  • From third parties, such as recruitment agencies that you used to apply with, background check providers and other administration services providers; and
  • From publicly available sources such as employment-orientated social networking sites and job boards.

If you provide information about your family or any other third party to us as part of your application (e.g., referees) then, before providing us with such information, It is your sole responsibility to ensure that all relevant third parties are informed of the disclosure and this Notice and to obtain any necessary consent before sharing their personal data with us.

Failure to provide or allow us to process mandatory personal data may affect our ability to accomplish the purposes stated in this Privacy Notice.

USE OF PERSONAL DATA:

We only process your personal data where applicable law permits or requires it in connection with carrying out our application and recruitment process, such as:

RECRUITMENT:
  • Identifying and evaluating candidates for employment with us, including assessing skills, qualifications, and interests for the purposes of determining suitability for the position for which you have applied.
  • Verifying your information and carrying out employment, background, and reference checks, where applicable, subject to your consent where required by applicable law.
  • Communicating with you about the recruitment process and your application.
PRE-EMPLOYMENT:
  • Preparing for and entering a contractual employment relationship such as offer approvals, carry out background checks as part of the employee onboarding process, including checking for any existing or potential conflicts of interest or any other restrictions which may otherwise restrict or prevent your employment with us.
  • Setting up internal profiles, collecting information required to complete the employee onboarding.
  • Creating and submitting reports as required by applicable laws or regulations.
  • Assisting in managing external providers involved in the onboarding process (e.g., insurance companies, pension funds, etc.).
OTHER PURPOSES:
  • In addition to using your personal data for the position for which you have applied, we may retain and use your personal data to inform you about and consider you for other positions that may be appropriate for you with your consent.
  • Keeping records related to our hiring processes, for only as long as appropriate under the circumstances.
  • To comply with our legal, regulatory, or other corporate governance requirements.
  • To prevent fraud.
  • To ensure network and information security, including preventing unauthorized access to our computer and electronic communications systems and preventing malicious software distribution.

We will only process your personal data for the purposes we collected it for.

COLLECTION AND USE OF SPECIAL CATEGORIES OF PERSONAL DATA:

We may collect and process the following special categories of personal data when you voluntarily provide them, or we receive them from a third party, when relevant for a particular position to carry out our obligations under employment law, or as applicable law otherwise permits:

  • Religion, race/ethnic origin to administer and apply for Bahrain visa/residency for employees and their families;
  • Data concerning health or disability to comply with the mandatory pre-employment health check requirements, to determine appropriate workplace accommodations, and evaluate fitness for a particular position.
  • Previous criminal charges or convictions as part of employee due diligence screening.

Where we have a legitimate need to process special categories of personal data about you for purposes not identified above, we will only do so only after providing you with notice and, if required by law, obtaining your prior, express consent.

WHY DO WE NEED YOUR PERSONAL DATA?

We need to process your personal data specified above for us to evaluate your job application and to enable us to comply with our legal obligations as part of the recruitment process. Failure to provide the requested personal data may result in our inability to process your application and proceed with the hiring process.

In some cases, we may use your personal data to pursue legitimate interests of our own or those of third parties, including the need to establish, exercise or defend our legal rights or a third party employed by us, provided your interests and fundamental rights do not override those interests.

DATA SHARING:

We will only disclose your personal data to third parties where required by law or to our third-party service providers who require such information to assist us with various services, including, but not limited to:

  • obtaining employment verification,
  • obtaining background checks,
  • providing data storage or hosting.

These third-party service providers may be located outside of the country in which you live or the country where the position you have applied for is located.

We require all our third-party service providers, by written contract, to implement appropriate security measures to protect your personal data consistent with our policies and any data security obligations applicable to us. We do not permit our third-party service providers to process your personal data for their own purposes. We only permit them to process your personal data for specified purposes in accordance with our instructions.

We may also disclose your personal data to comply with legal obligations or valid legal processes or court orders. When we disclose your personal data to comply with a legal obligation or legal process, we will take reasonable steps to ensure that we only disclose the minimum personal data necessary for specific purpose and circumstances.

CROSS-BORDER DATA TRANSFERS:

The personal data transferred within, or outside AFS is in some cases also processed in other countries. We only transfer your personal data abroad to countries which are considered to provide an adequate level of data protection, or in the absence of such legislation that guarantees adequate protection, based on appropriate safeguards (e.g., Data Processing Agreements) provided by local applicable law.

DATA SECURITY:

We have implemented appropriate physical, technical, and organizational security measures designed to secure your personal data against accidental loss and unauthorized access, use, alteration, or disclosure. In addition, we limit access to personal data to those employees, agents, contractors, and other third parties that have a legitimate business need for such access.

DATA RETENTION:

We will only retain your personal data for as long as necessary to fulfil the purpose(s) for which it was collected or to comply with legal, regulatory, or internal requirements, whichever is longer.

Personal data relating to unsuccessful applicants for roles with AFS is kept for 24 months for other suitable roles consideration.

If your application is successful, your application and supporting documentation will be retained as part of your employment record.

YOUR RIGHTS:

In relation to your personal data and to the extent permitted under the applicable data protection laws, you may have the right to:

  • Access and to obtain a copy of your personal data as processed by AFS.
  • If you believe that any information, we hold about you is incorrect or incomplete, you may also request the correction of your personal data;
  • Object to processing of your personal data causing material of moral damage;
  • Object to processing based on automated decision making;
  • Request the discontinuance of collection, use, storage, transfer or other processing of your personal data as described in this Notice;
  • Object to the collection, use, storage, transfer or other processing of your personal data as described in this Notice;
  • Request restriction on the processing of your personal data; and/or
  • Request erasure of your personal data;
  • Withdraw your consent where AFS obtained your consent to process personal data (without this withdrawal affecting the lawfulness of any processing that took place prior to the withdrawal).

We honor such requests, as required under the applicable data protection laws, but these rights are not absolute, and they do not always apply, and exemptions may be engaged.

PERSONAL DATA ACCURACY:

It is important that the personal data we hold about you is accurate and current. Please keep us informed if your personal data changes during the recruitment process.

DATA CONTROLLER:

The Data Controller for your personal data is Arab Financial Services Company B.S.C. (c), PO Box 2152, Manama, Kingdom of Bahrain and its subsidiaries located in United Arab Emirates, Egypt and Oman.

DATA PROTECTION OFFICER:

We have appointed a Data Protection Officer (the "DPO") to oversee compliance with this Notice. If you have any questions about this Notice or how we handle your personal data, please contact the DPO at: [email protected]

If you are unsatisfied with our response to any issues that you raise with the DPO, you may have the right to make a complaint with the data protection authority in your jurisdiction by contacting the Data Protection Authority.

Anti money laundering

Anti money laundering

Anti-Money Laundering & Anti-Terrorism Financing Policy & Procedures

AFS is regulated and supervised by the Central Bank of Bahrain. The Central Bank of Bahrain requires its licensees to comply with all aspects of legislation related to Anti-Money Laundering and combating terrorist financing, including Customer Due Diligence. AFS complies with Central Bank of Bahrain guidelines to combat money laundering in the Kingdom of Bahrain, namely the Amiri Decree Law No. 4 of 2001 with respect to the prevention and prohibition of the laundering of money and the Central Bank of Bahrain Money Laundering Regulations issued in October 2002. Bahrain is a member of the Gulf Cooperative Council (GCC), which is a member of the Financial Action Task Force (FATF). Central Bank of Bahrain asks for strict compliance with UN and FATF directives.

AFS has issued an anti-money laundering manual, which has been approved by the Board of Directors and complies with the Central Bank of Bahrain regulations, FATF recommendations and international best practice in this respect. These procedures include specific requirements with regard to, amongst other things:

Know your customer (KYC) guidelines

AFS has strict KYC procedures in place which include the validation of business and customer identities prior to commencing business with any customer. Such information is updated on a regular basis.

Suspicious Activity Reporting

Any staff identifying an account or transaction as suspicious is required to report the case to his / her unit's Money Laundering Reporting Officer. The MLRO will review the facts and determine whether a report to the local regulator is required. The filing of a suspicious Transaction Report (STR) cannot be suppressed. Under no circumstances will staff “tip-off” the customer that an STR is being prepared.

Training

It is a requirement that all employees who have potential contract with customers or who process transactions on behalf of customers are required to undertake anti-money laundering training.

Record Retention

AFS is required by law to maintain records which are appropriate to the scale, nature and complexity of the customer’s business. All identity or business relationship records must be kept for a minimum period of 5 years from the end of the banks’ relationship with the customer.

Compliance

AFS ensures compliance with its AML procedures through regular testing and monitoring. In addition, AFS’s internal audit unit conducts periodic review of AFS’s compliance with AML procedures.

BPay terms & conditions

BPay terms & conditions

By using BPay, you agree to the terms and conditions below which form a binding agreement between you and Arab Financial Services Company B.S.C. (c) (“AFS”).

DEFINITIONS:
  • "Beneficiary" refers to the person(s) that the User designates to receive the funds from the Remittance Transaction.
  • "BPay Card" means the virtual card issued by AFS to the User which is linked to the Wallet Account and includes reference to Supplementary Cards.
  • "Call Centre" refers to the customer care telephonic helpline, email provided by AFS.
  • "Charges" means any amount payable by the User arising from the issue and use of the Wallet or BPay Card(s) or the Card number or the PIN or otherwise under these Terms and includes without limitation, all fees, charges, interest, expenses, damages and legal costs and disbursements arising from a Transaction and also refers to any third party levies, or charges, including of Card Scheme.
  • "Card Scheme" means payment networks like Visa /MasterCard /Union Pay or any local network such as Benefit Co. etc.
  • "Content" means software (including machine images), function, application, data, text, audio, video, or images, products or services.
  • "International Remittance" and “International Money Transfer” refers to the cross-border transfer of funds by a User to a registered beneficiary designated as a Remittance Transaction.
  • "International Remittance Transaction" refers to the cross-border payment of funds in Bahraini Dinars that the User requests and authorizes for the purposes of delivering foreign currency funds to the registered beneficiary.
  • "Our" or We or Us refers to AFS.
  • "Remittance Quote" or Remittance Quotation refers to the cross-border declaration of the foreign currency exchange rate or foreign currency amount that will be delivered to the registered beneficiary which the User must accept before proceeding with any cross-border payment.
  • "Services" refers to the products and services made available to the Users through the Wallet App and use of which is subject to these Terms and includes references to Third Party Content.
  • "Transaction" means any transaction including funding, payment or transfer made on or through the use of the Wallet Account, BPay Card including but not limited to purchase or payments made within the Wallet App (“In-App” purchases), cash withdrawal, International Remittance, transfer, bill payments, or any payment at merchant locations or online or ecommerce transaction, refund or any other use of the Wallet Account, Card or Card number.
  • "Third Party Content" means the Content made available to you by any third party on AFS Card or in conjunction with the Services.
  • "You" or Your or User refers to you as a person who has registered and authorized for availing the Services through the Wallet.
  • "Wallet" means the stored value or prepaid account provided by AFS under the name and style BPay. All references to Wallet herein includes references to BPay Card, unless repugnant to the context or meaning thereof.
  • "Wallet App" means BPay mobile application which can be downloaded by the User through Play Store to Apple Store on a mobile.
  • "Wallet Account" means the BPay account registered and maintained with AFS.
APPLICATION OF TERMS:

These Terms and Conditions (“Terms”) form a legal contract between the User and AFS for availing the Services through the Wallet. By registering for BPay and using the Services, the User acknowledges and accepts these Terms and agree to be bound by these Terms. The User expressly agrees and acknowledges to have read and understood the Terms that govern the Services and be bound by and to comply with these Terms. In accordance with these Terms the User undertakes to comply with the Know Your Customer (KYC) process required by AFS and further agrees to comply with all the applicable laws and regulations enforced or may be enforced in the future in the Kingdom of Bahrain. By registering represent to us that you are lawfully able to enter into contracts (e.g., you are not a minor). If you are entering into this Agreement for an entity, such as the company you work for, you represent to us that you have legal authority to bind that entity. Please see clause 1 for definitions of certain capitalized terms used in this Agreement.

BPay Card:

AFS automatically issues Bpay Card which is linked to Your Wallet Account, as soon as you are registered User. Your use of Bpay Card is subject to the Bpay Card terms and conditions included as part of these Terms in Schedule 1.

CHANGE OF TERMS:

AFS shall have the sole discretion to change, modify or otherwise alter these Terms at any time, by posting the amended Terms on the Wallet App. The amendment to the Terms will be effective as soon as AFS has posted it to the Wallet App. AFS can terminate, change these Terms or add or delete any items in these Terms, at any time at its sole discretion. AFS will provide notice if required by law. The User has no right to change or request amendments to these Terms. The User accepts and understands that it is his / her responsibility to refer to the updated Terms on the Wallet App and will have no right to make any claim against AFS due to lack of his/her notification or consent to the changes made to the Terms. The Terms as amended or updated from time to time by AFS shall be effective without any acknowledgment required from the User. Unless otherwise indicated, amendments will become effective immediately. Users need to review these Terms periodically. User’s continued use of the Wallet App following the changes and/or modifications will constitute User’s acceptance of changes to the Terms.

ELIGIBILITY:

The User must be a resident of Bahrain with a valid CPR and must be 18 years of age or older for availing the Services. The Wallet Account is issued with the profile provided /confirmed by the User at the time of registration and will be associated with the registered mobile number of the User. Users are not permitted to transfer or assign any rights or obligations under these Terms without prior written consent of AFS.

CURRENT OF THE WALLET ACCOUNT:

The currency of Wallet Account shall be Bahraini Dinar (BHD).

CHARGES:

Charges for Services provided by AFS under the Wallet App shall be as set out in the Wallet App. Charges shown in the Wallet App may not include Charges that any third party may charge for the use of Third-Party Content or Charges from Card Scheme. AFS reserves the right to charge or modify the Charges and provide notifications to the Users through the Wallet App. All payments by the User to AFS shall be subject to levy of any value added tax (VAT) or other tax, withholdings, levies etc. which the User will bear. Charges are deducted from the Wallet Account. The User hereby authorizes AFS to deduct the said Charges by debiting the Wallet Account of the User.

REFUSAL OF THIRD PARTIES:

AFS shall not be liable or responsible if any third party that refuses to accept the Wallet or BPay Card. AFS is not responsible in any manner for the goods or services that are provided to the User and User must contact the provider directly to resolve any issues relating to the goods or services provided to the User.

PROHIBBITED USE:

You are not permitted to use the Wallet App for any illegal purpose, including the purchase of goods or services that are prohibited under the laws of the Kingdom of Bahrain. Any suspected or actual use of the Wallet App for illegal purpose shall be subject to cancelation of the Wallet Account and User must pay all outstanding amounts immediately.

UNAUTHORISED ACCESS:

The User shall not disclose the PIN (Login credential to BPay) and/or OTP (One Time Password) and/or security question to any person. If the User fails to observe any of the security procedures, he/she may incur liability for unauthorized use. Where the User uses the Wallet App for any purpose which is illegal, improper or which is not authorized under these Terms, AFS shall have the right to disable the Wallet App.

TERMINATION:

The User may terminate and close its Wallet Account by contacting the Call Centre. The User shall remain responsible for any transactions made through the Wallet Account until such termination. Upon termination, AFS will forfeit the balance on the Wallet Account, unless AFS is legally prohibited to do so. User remains responsible to use the balance prior to initiating closure. Where the User becomes bankrupt or insolvent, all existing amounts outstanding on the Wallet Account or BPay Card shall become due and payable immediately under Terms and all User access to the Wallet App shall be terminated including the access to Supplementary Card holder.

EXCLUSION OF WARRANTIES:

The Wallet is provided “as is”, "where is" and “as available” and without warranties of any kind. To the extent permitted by law, AFS and its licensors make no representations or warranties or guarantees of any kind or nature, whether express or implied, relating to the Wallet, and specifically disclaims all such warranties including, without limitation, any implied warranty of merchantability, fitness for a particular purpose and non-infringement. Without limiting the previous disclaimer, to the extent permitted by law, AFS and its licensors do not represent, warrant or guarantee that the Wallet will (i) operate in an uninterrupted, timely, secure or error-free manner, (ii) always be available or free from all harmful components or errors or (iii) be secure against or immune from (including the content delivered to you or the information you provided) any unauthorized access.

THIRD PARTY CONTENT:

AFS may also provide links or access to Third Party Content, including of AFS’s affiliated companies. AFS does not provide any guarantee or warranty in relation to the Content, goods or services that Users purchases from such third-party sellers will be satisfactory. Any warranties to fitness, quality or merchantability of Third-party Content are DISCLAIMED by AFS absolutely. Neither does AFS guarantee any safety or security in such third-party application or websites. This DISCLAIMER does not affect User’s statutory rights against the third-party seller.

Such access will not be construed as an endorsement, sponsorship, or affiliation. AFS exercises no control whatsoever over such other Third-Party Content, and is not responsible or liable for the availability, functioning, or quality thereof or the content, advertising, products or other materials thereon. AFS will not be responsible or liable, directly or indirectly, for any damage or loss (including data loss) incurred or suffered by any User in connection therewith. User’s access and use of Third-Party Content, including information, material, products and offers therein, is solely at your own risk. Use of third-party services may require your agreement to separate written terms and conditions with the third-party seller.

AFS may disclose your personal information related to that transaction to the third-party seller solely for the purpose of User’s use of third party services. By accepting these terms and conditions the User expressly agrees to disclosing personal data to third party sellers.

In regard to your purchase of any Third-Party Content through the Wallet App, following additional conditions apply:

  • AFS reserves the right to delay decisions or decline purchases for any reason;
  • AFS is not responsible for delay in delivery of the purchased product or service following your order;
  • AFS will not be responsible for any loss or damage resulting from lost or theft or unauthorized use of the products;
  • No returns or refunds accepted for products once bought; and
  • Each third-party product might have additional terms and conditions, which Users are encouraged to understand before buying the products.
  • AFS may at its sole discretion remove any third party links or discontinue any third party services, with or without prior notice to the Users.

OFFERS, PROMOTIONS THROUGH THE WALLET:

For promotional purposes you agree that AFS places, displays or offers to User advertisements, promotion materials or other content and materials or products belonging to AFS or other third parties including AFS affiliated companies. By agreeing to these terms and conditions, the User agrees to have explicitly opted to receive such information and communication through Wallet App, emails, SMS messages or other means.

AFS may from time to time introduce offers, promotions for limited period with specific merchants. Such offers, and promotions are revocable at AFS’s sole discretion at any time.

CHARGEBACK:

AFS will process User’s chargeback request or disputed transactions in accordance with our standard operating procedures. User remains responsible for all fines, penalties and other liability incurred by AFS, a User, or a third party caused by or arising out chargeback, reversals, claims etc. and shall be liable to reimburse AFS or third party for these.

DATA PROTECTION
  1. You consent, on Your own behalf and on behalf of any third-party individuals (e.g., beneficial owners, cardholders that You use, etc.) to the collection, use, processing, and disclosure of any Personal Data.
  2. "Personal Data" is information:
    • that identifies or can be used to identify You;
    • that relates to, describes, is reasonably capable of being associated with You;
    • could reasonably be linked (directly or indirectly) with You; or
    • that can be used to authenticate You or provide access to the Wallet Account.
  3. AFS will use your Personal Data where we have your consent as provided hereunder or when we have another lawful reason such as:
    • need to process the data to enter into or carry out an agreement we have with You;
    • need to pursue our own legitimate interests;
    • need to process the data to comply with a legal obligation (e.g. compliance with our regulatory obligations under any applicable regimes including without limitation sanctions due diligence checks, or to comply with tax regulations that require us to report the tax status of our customers);
    • need to establish, exercise or defend our legal rights or those of a our affiliated companies or a third party employed by us; or
    • When we believe the use of your data as described is in the public interest.
  4. Where you provide any Personal Data relating to third party individuals to AFS, you represent and warrant that you have:
    • informed such third-party individuals that Personal Data relating to them has been or will be disclosed to AFS;
    • informed such third-party individuals that such Personal Data will be collected, used, processed and/or disclosed by AFS in the manner and for the purposes as described in these Terms and
    • obtained the consent of such third-party individuals for the foregoing.
  5. Upon reasonable request from AFS, you agree to provide AFS with a copy of document(s) containing such consent or which evidences that the relevant third-party individual has given such consent. You agree to indemnify and keep indemnified AFS, it’s affiliates, directors, officers, employees and/or agents from and against any and all fines, penalties, liabilities, obligations, losses, damages, suits and expenses which may be incurred by or asserted against us as a result of breach of this warranty, other than those resulting from the negligence, willful default or fraud on the part of AFS or that of it’s affiliates, directors, officers, employees and/or agents.
  6. You acknowledge that AFS may store client data in servers outside its domicile for operational reasons.
  7. To confirm your identity we may make searches at credit reference agencies, including electoral register information. If you ask, we will tell you which agencies we have used so you can get a copy of your details from them. You confirm that we may act in this way and that you have consented for us to so act from any joint applicant who is not present, and you will share with them the details of what you have agreed to on their behalf.
  8. We wish to emphasise that AFS does not sell personal data to any third parties and we shall remain fully compliant of any duty or obligation of confidentiality imposed on us under the applicable agreement(s) and/or terms and conditions that govern our relationship with you or our customer or any applicable law.
  9. The terms and conditions for the processing of personal data are defined in a separate "Privacy Notice". This Privacy Notice, and all changes thereto, are posted on the corporate website of AFS (https://www.arabfinancialservices.ai). You agree to the terms of this Privacy Notice and the consents stated therein and shall ensure that all individuals in respect of whom you have disclosed personal data to us receive a copy of such Privacy Notice and acknowledge the terms thereof. If you wish to have a copy of the Privacy Notice sent to you, please contact us and we shall do so.
PROPRIETARY RIGHTS:

The User acknowledges that the underlying software required for accessing the Wallet and availing the Service/s is the legal property of AFS. The permission given by AFS to access the Wallet/ and to avail Service/s will not be construed as any transfer or assignment of any proprietary or ownership rights in such software. The User shall not attempt to modify, translate, disassemble, decompile or reverse engineer the underlying software or create any derivative product based on the software. B Wallet logo is trademark and property of AFS. Infringement of any intellectual property is strictly prohibited.

ACCOUNT LIMIT:

Currently maximum single transaction limit is BD 2,500 and maximum balance limit per individual is BD 2,500. This may be revised at AFS’s sole discretion at any time subject to the Central Bank of Bahrain rules.

INTERNATIONAL MONEY TRANSFER / REMITTANCE
  1. Services

    International Remittance or International Money Transfer is a service that is offered by AFS to the User on BPay app. AFS offers the User the ability to perform cross-border remittance using the funds within their Wallet Account in Bahraini Dinars.

  2. Personal Data

    The User authorizes AFS to use the service of third parties to verify the User’s information and beneficiary’s identity details / credit history / regulatory checks such as sanction screening at the time / prior / or subsequent to the registration or the cross-border payment and obtain reports relating to the registered user and registered beneficiaries. The User authorizes AFS to process his/her personal data and share his/her Personal Data with third parties to the extent necessary for the User’s use of BPay.

  3. Remittance Fees

    AFS does not control and is not responsible in any manner for any fees or charges that may be imposed by AFS remittance solution partners or by the beneficiary’s financial or telecommunications institution(s) associated with the International Remittance transaction.

  4. Payments And Delivery of Funds

    Funds are delivered to the Beneficiary in the manner that the User specifies from the list of available delivery options which vary by Destination Country. The User cannot change the delivery options after they complete the transaction online. For cash pick up as a delivery option, funds shall not be disbursed to a recipient unless the Beneficiary presents specified information to verify the Beneficiary’s identity. Delivery time for all delivery options is subject to AML and sanction screening compliance checks.

  5. Foreign Exchange Quotation or Foreign Exchange Rate

    The Foreign Exchange Rate applied on the transaction will be the prevailing rate on the day and/or time when the transaction is initiated. The Foreign Exchange Rate or the Foreign Exchange Quotation applied on the transaction will be displayed on the transaction confirmation page. Foreign Exchange Rates and Foreign Exchange Quotations are subject to change at any time.

  6. Cancelling Payments

    The User cannot cancel or amend any remittance instructions once confirmed, approved, and processed by the User. Additionally, when the User places a request to cancel an instruction by phone or email after a transaction has been authorized by the User, such cancellation is not guaranteed by AFS.

  7. Restrictions and Liabilities
    • In order to use the International Remittance Service, the User must accept these terms and conditions with AFS. The User agrees that availing the service as a User constitute acceptance by the User to these terms and conditions.
    • The registered User agrees to register beneficiary accounts within AFS’s systems.
    • The User agrees that the beneficiary must be the age of 18 or above.
    • Even if AFS has approved the User and User’s registered beneficiaries for use of the International Remittance Service, there may still be cases where AFS is unable to process money transfers in accordance with the registered information, due to the restrictions on transactions set forth in the beneficiary country or for other reasons.
    • AFS may be liable to the User where AFS fails to perform or incorrectly perform an International Remittance Transaction that is authorized by the User. This means that in the event of a non-executed or incorrectly executed International Remittance Transaction, AFS will refund an amount not exceeding the actual Transaction value to the User and limited to the extent the Transaction was not executed or it was incorrectly executed. The User is entitled to claim a refund of all fees applied to the extent they have been charged or incurred in connection with an unexecuted or incorrectly executed Transaction. The foregoing is the User’s sole and exclusive remedy and AFS’s sole liability for an amount not exceeding the transaction amount at any time.
    • AFS is not liable for any unauthorized or incorrectly executed International Remittance Transactions if the User does not let AFS know about an unauthorized or incorrectly executed transaction within ten (10) calendar days after the date of execution of the transaction
    • AFS is not liable for validating beneficiary account details. These are solely the responsibility of the User to ensure that the beneficiary is registered with the correct account details.
    • AFS is not liable or responsible for canceling or refunding the International Remittance transaction if the funds were remitted to a beneficiary registered with incorrect account details. That is, AFS cannot cancel or refund funds transferred to an unintended beneficiary as a result of mistake by the User during beneficiary registration.
    • AFS will have no liability if AFS fails to perform or incorrectly performs the International Remittance Transaction where the reason was due to events outside of AFS’s control or outside of AFS’s statutory obligations.
    • AFS reserves the right to amend, extend or revoke its International Remittance or International Money services.
CONTENT AND CONTENT RIGHTS
  • All content that is made available in the Wallet App or accessible as part of or by the use of the Wallet App (including audio and sound files, data files, images, music, photographs, software, videos, and written text) ("Content") is entirely the responsibility of the originator of such Content. The Content may include advertisements, promotional material and documents or other sponsored Content.
  • The Content may be protected by proprietary or intellectual property rights of third parties (such as partners, advertisers and sponsors or their agents who provide such Content to AFS). User is not permitted to modify, rent, lease, loan, sell, distribute or create derivative works based on any Content (either in whole or in part) or to grant licenses in the Content.
EKYC CONSENT

The User acknowledges and agrees that, upon registration, the User will be required to digitally consent to AFS sharing the User’s personal information with The Benefit Company B.S.C. (c) at the time of registration and on a periodic basis for the purpose of verifying the User’s KYC information.

DISCLAIMER:

IN NO EVENT SHALL AFS OR ITS RESPECTIVE AFFILIATES BE LIABLE TO THE USER OR ANY THIRD PARTY FOR ANY SPECIAL, CONSEQUENTIAL (INCLUDING LOST PROFITS AS CONSEQUENTIAL DAMAGES), EXEMPLARY, PUNITIVE, INCIDENTAL, OR INDIRECT DAMAGES OR COSTS (INCLUDING LEGAL FEES AND EXPENSES) IN CONNECTION WITH THE USE OF THE WALLET, USE OR PERFORMANCE OF, OR INABILITY TO USE, THE WALLET OR SERVICES OR IN CONNECTION WITH ANY CLAIM ARISING FROM THE USE OF WALLET APP or IN CONNECTION WITH THE USE OF THE THIRD PARTY CONTENT, USE OR PERFORMANCE OF, OR INABILITY TO USE, THIRD-PARTY CONTENT OR SERVICES OR IN CONNECTION WITH ANY CLAIM ARISING FROM THE USE OF THIRD-PARTY CONTENT (INCLUDING, WITHOUT LIMITATION, BREACH OR FAILURE OF EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE).

THE TOTAL CUMULATIVE LIABILITY OF AFS OR ITS AFFILIATES FOR ALL DIRECT DAMAGES ARISING UNDER ALL CLAIMS IN CONNECTION WITH THE WALLET OR SERVICE, THIRD PARTY CONTENT OR THIRD-PARTY SERVICES, REGARDLESS OF THE FORM OF ACTION (INCLUDING, BUT NOT LIMITED TO, ACTIONS FOR BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, RESCISSION, MISREPRESENTATION AND BREACH OF WARRANTY) SHALL NOT IN THE AGGREGATE EXCEED BD 1,000 FOR ANY CLAIMS FOR ANY USER.

THE PRODUCTS AND SERVICES REFERRED TO HEREIN ARE SUBJECT TO THE TERMS AND CONDITIONS GOVERNING THEM AS SPECIFIED BY AFS FROM TIME TO TIME AT THE WEBSITE OF AFS. NOTHING CONTAINED HEREIN SHALL CONSTITUTE OR BE DEEMED TO CONSTITUTE AN ADVICE, INVITATION OR SOLICITATION TO PURCHASE ANY PRODUCTS/SERVICES OF AFS. OUR RELATIONSHIP IS GOVERNED EXCLUSIVELY BY THESE TERMS & CONDITIONS AND NO PRESUMPTION OF ANY RELATION OTHER THAN THAT CONTEMPLATED BY THIS DOCUMENT SHALL BE PRESUMED OR EXIST.

ELECTRONIC INSTRUCTIONS

All electronic mail (“email”) instructions from the User in relation to Wallet, BPay Card, or Services (such instructions are hereinafter referred to as the “Email Instructions”) shall be subject to following conditions:

  • By sending the instructions by email, User authorises AFS is to accept the Email Instructions appearing to have been received from the User.
  • AFS may in its absolute discretion and without incurring any liability whatsoever to the User, refuse to act on any email Instruction if AFS has any doubt that the email is not from the User.
  • Notwithstanding anything herein contained, User shall be under no obligation to enquire into, or confirm the authenticity of, the Email Instruction or to verify any signature in the Instruction and shall be entitled to rely on such Email Instruction.
  • User shall indemnify AFS and hold AFS harmless from and against all costs, claims, damages, fees and proceedings that may arise or that AFS may suffer or incur by reason of having accepted and acted on any Email Instructions.
  • Each third-party product might have additional terms and conditions, which Users are encouraged to understand before buying the products.
  • AFS may at its sole discretion remove any third party links or discontinue any third party services, with or without prior notice to the Users.

Schedule 1

In the addition to the foregoing Terms, use of BPay Card shall be subject to following terms and conditions:

FUNDING AND BALANCE ON BPAY CARDS

BPay Cards are linked to Wallet Account and hence limits on funding and balance shall subject to the Terms. BPay Cards will not have any separate balance and will reflect the balance as per Wallet Account and Transactions made through the Wallet and use of the BPay Card.

SUPPLEMENTAL CARDS
  • If User request, AFS may, issue supplementary card(s) (“Supplementary Card”) linked to User’s Wallet Account for User’s minor child /children aged between 6 to 17. Supplementary Cards will be issued only after the User has obtained completion of the registration process of the minor child. The minor child must have a valid Bahraini CPR to register for Supplementary Card. Use, cancelation and issuance of Supplementary Card(s) shall be subject to Terms.
  • The User remains primary owner of the Supplementary Card and shall be solely liable for all liabilities incurred under the Supplementary Card, including any outstanding and or unpaid balances.
EXPIRY OF BPay CARD

BPay Card expire within five (5) years from their issuance, unless indicated otherwise on the BPay Card. Notwithstanding this AFS reserves the right to cancel any BPay Card or Supplementary Card(s) at any time. On cancelation, all existing amounts owed by the User to AFS shall become immediately due and payable.

SENSITIVE CARD DETAILS
  • Card details such as full Card number, CVV, PIN are sensitive information and personal to the User. User is prohibited from disclosing any Card details to any third party.
  • User is not permitted to allow any other person to use BPay Card and User undertakes at all times to safeguard BPay Card and any personal identification number issued, and to keep it under its personal control.
  • User must notify AFS immediately if it became aware of any disclosure of or access to BPay Card by any third party.
INTERNATIONAL TRANSACTIONS:

The value of all Transactions made via BPay Card will be charged to your Wallet Account in the currency of your Wallet Account. Transactions that are effected in currencies other than the currency of Wallet Account will be debited to the Wallet Account after conversion into Wallet Account’s currency at a rate of exchange to be determined by AFS from time to time. All Transactions that are conducted or contracted in currencies other than US Dollar will first be settled in US Dollar and then converted to and settled in the currency of Wallet Account. All non-BHD Transactions whether made at point of sale, online or on ecommerce gateway, shall be subject to levy of forex mark-up on the exchange rate as notified by AFS through it its Wallet App. The current forex mark-up is 3.5%, which is subject to change.

Merchant terms & conditions - Bahrain

Merchant terms & conditions - Bahrain

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Merchant terms and conditions – UAE

Merchant terms and conditions – UAE

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WPS terms & conditions

WPS terms & conditions

“AFS WPS Payroll Card” is a prepaid payroll card, integrated with AFS’s Wage Protection Scheme solution. Employee salaries can be paid directly to the prepaid payroll card.

This document contains the standard terms and conditions of Arab Financial Services Co. B.S.C (c) (“AFS”) which expression shall include the successors and permitted assigns of AFS. These terms and conditions apply to the use of AFS branded WPS Payroll Card (“Card”). Use of the Card indicates acceptance on your part of all specified terms and conditions.

1. Terms & Conditions (“T&C”)

By accepting and using your Card, you agree to be bound by these T&C. In this T&C:

  • "Card" means all WPS Payroll Cards issued by Arab Financial Services Company Co. B.S.C (c), which maintains your account.
  • "You", "Your" or “Cardholder” means the customer and program participant to whom AFS issues the Card.
  • "We", "Us", or "Our" means Arab Financial Services Co. B.S.C (c) ("AFS”).
  • “Sponsoring Company” means your employer who will undertake transferring your salary to your Card account.
1. Use of the Card
  • 2.1. Any Card supplied by AFS should only be used by the designated cardholder whose name appears on the face of the Card.
  • 2.2. The Card is and shall always remain the property of AFS. Its use may be suspended either temporarily or permanently by AFS. Upon request, it must be returned to AFS.
  • 2.3. The currency of Wallet Account shall be Bahraini Dinar (BHD).
  • 2.4. The Cardholder and the Sponsoring Company are jointly and severally liable for all charges incurred on the Card.
  • 2.5. The Cardholder must sign the Card immediately upon receipt and must keep it secure at all time.
  • 2.6. Your salary will be transferred by the Sponsoring Company.
  • 2.7. This Card is a prepaid card and hence there is no credit limit available on this Card.
  • 2.8. Any transaction on the Card will be intimated to the Cardholder through SMS on his/her registered mobile number. AFS will not be responsible for any risk arising from change in the mobile number – new mobile will not receive any SMS alert, unless it is registered with AFS.
  • 2.9. Cardholder may be charged for cash withdrawals on ATMs at the prevailing fee charged by the ATM operating banks.
  • 2.10. If the Card is lost or stolen, the Cardholder must immediately notify AFS by telephone, on 00973-17299099. If the Cardholder fails to notify AFS promptly, AFS shall not be responsible for any debits incurred on the Card. The Cardholder will also be liable for all charges incurred on the Card after loss or theft.
  • 2.10. The Card and Personal Identification Number (PIN) are provided for your personal use and protection, and you will:
    • a) not disclose the PIN nor record it on the Card or otherwise make it available to anyone else;
    • b) use the Card, the PIN and any ATM and any payment terminal as instructed;
    • c) promptly notify us of any loss or theft of the Card or PIN.
3. Failure to Complete Transactions
  • 3.1. AFS accepts no liability to complete funding that has not been supplied by you or your Sponsoring Company according to the rules of the program.
  • 3.2. Likewise, AFS accepts no responsibility for funding delays that are the result of late receipt of funding payments by you or your Sponsoring Company.
  • 3.3. AFS is not responsible if you do not have enough money in your account to complete a particular transaction.
4. Disputes

You agree to settle all disputes about purchases you make using the Card with the merchant who accepted the Card. AFS shall not be liable whatsoever to the Cardholder or any merchant as a result of any disputes which may arise in relation to your purchases.

5. Foreign Transactions

Foreign currency transactions will be converted to the Card’s billing currency under the current card scheme applicable rules. The value of all transactions made via Card will be charged to the currency of the Card. Transactions that are effected in currencies other than the currency of Card will be debited to the Card after conversion into Card’s currency at a rate of exchange to be determined by AFS from time to time. All transactions that are conducted or contracted in currencies other than US Dollar will first be settled in US Dollar and then converted to and settled in the currency of Card. All non-BHD transactions whether made at point of sale, online or on ecommerce gateway, shall be subject to levy of forex mark-up on the exchange rate as notified by AFS through it its BPay application or website. The current forex mark-up is 3.5%, which is subject to change.

6. Returns and Refunds

If you are entitled to a refund for any reason for goods or services obtained with a Card, you agree to accept credits to your account in place of cash.

7. Amendments to the T&C
  • The Cardholder acknowledges that AFS may at any time change, vary or repeal these T&C and replace it with new T&C, and the Cardholder agrees to abide by such changes upon receiving the notification of such changes to the T&C in accordance with 7 (b and c) below.
  • The Cardholder hereby acknowledges that he/she shall be notified of such changes in relation to the T&C via SMS and an updated copy of the T&C will be made available to your Sponsoring Company contact person by email, and the aforesaid method of notification shall be deemed as sufficient notice of the amendments.
  • The Cardholder hereby acknowledges that the notice will be deemed received upon the publication of the notice by AFS via SMS. You will be bound by such updated or replaced T&C from the date you are notified.
8. Regulatory Authority

Your rights in connection with electronic funds transfers are governed by the laws of Bahrain and the rules of Central Bank of Bahrain (“CBB”).

9. Your Data
  • 9.1. AFS may be required to share your personal data including salary or Card account information with various government agencies including CBB, Labour Market Regulatory Authority (“LMRA”) by whatever name it may be called now or in future, with payment associations, either local or international such as Benefit, MasterCard, VISA, etc. and/or with any international tax regulatory authorities. As part of the acceptance of this T&C, your consent to sharing your personal data is deemed given hereof and you waive all your rights to take any action against AFS..
  • 9.2. AFS may request from the Cardholder to provide up-to-date identification documents when necessary.
  • 9.3. You consent, on Your own behalf and on behalf of any third-party individuals (e.g. beneficial owners, cardholders that You use, etc.) to the collection, use, processing and disclosure of any Personal Data.
  • 9.4. "Personal Data" is information:
    • a) that identifies or can be used to identify You;
    • b) that relates to, describes, is reasonably capable of being associated with; or
    • c) could reasonably be linked (directly or indirectly) with You;
    • d) that can be used to authenticate You or provide access to an account.
  • 9.5. AFS will use your Personal Data where we have your consent as provided hereunder or when we have another lawful reason such including but not limited to:
    • a) need to process the data to enter into or carry out an agreement we have with You;
    • b) need to pursue our own legitimate interests;
    • c) need to process the data to comply with a legal obligation (e.g. compliance with our regulatory obligations under any applicable regimes including without limitation sanctions due diligence checks, or to comply with tax regulations that require us to report the tax status of our customers);
    • d) need to establish, exercise or defend our legal rights or those of our affiliated companies or a third party employed by us;
    • e) When we believe the use of your data as described is in the public interest.
  • 9.6. Where you provide any Personal Data relating to third party individuals to AFS, you represent and warrant that you have:
    • a) informed such third-party individuals that Personal Data relating to them has been or will be disclosed to AFS;
    • b) informed such third-party individuals that such Personal Data will be collected, used, processed and/or disclosed by AFS in the manner and for the purposes as described in these terms and
    • c) obtained the consent of such third-party individuals for the foregoing.
  • 9.7. Upon reasonable request from AFS, you agree to provide AFS with a copy of document(s) containing such consent or which evidences that the relevant third-party individualhas given such consent. You agree to indemnify and keep indemnified AFS, its affiliates, directors, officers, employees and/or agents from and against any and all fines, penalties, liabilities, obligations, losses, damages, suits and expenses which may be incurred by or asserted against us as a result of breach of this warranty, other than those resulting from the negligence, willful default or fraud on the part of AFS or that of its affiliates, directors, officers, employees and/or agents.
  • 9.8. You acknowledge that AFS may store client data in servers outside its domicile for operational reasons.
  • 9.9. To confirm your identity, we may make searches at credit reference agencies, including electoral register information. If you ask, we will tell you which agencies we have used so you can get a copy of your details from them. You confirm that we may act in this way and that you have consented to us to so act from any joint applicant who is not present, and you will share with them the details of what you have agreed to on their behalf.
  • 9.10. We wish to emphasize that AFS does not sell personal data to any third parties and we shall remain fully compliant of any duty or obligation of confidentiality imposed on us under the applicable agreement(s) and/or terms and conditions that govern our relationship with you or our customer or any applicable law.
  • 9.11. The terms and conditions for the processing of personal data are defined in a separate "Privacy Notice". This Privacy Notice, and all changes thereto, are posted on the corporate website of AFS a href="https://www.afs.com.bh">(https://www.afs.com.bh). You agree to the terms of this Privacy Notice and the consents stated therein and shall ensure that all individuals in respect of whom you have disclosed personal data to us receive a copy of such Privacy Notice and acknowledge the terms thereof. If you wish to have a copy of the Privacy Notice sent to you, please contact us and we shall do so.
  • 9.12. You hereby freely, irrevocably and unconditionally consent and authorize AFS to obtain, access, hold, print, maintain and disclose, from time to time, as and when required, to any third party (including any entity which may assist AFS in providing card processing or cash withdrawal services (the “Services”)) any and all of your financial, economic, legal, credit, sensitive, personal or private information (including your name, email address/phone number, address, etc.) or any other similar or related information whether obtained from you or any other means or channels including but not limited to the Ministry of Industry and Commerce’s database, Bahrain Credit Reference Bureau’s system for the purposes of providing the Services.
10. Other Terms
  • 10.1. Your Card and your obligations under this T&C may not be assigned. AFS may transfer their rights under this T&C.
  • 10.2. Use of your Card is subject to all applicable rules and customs of any clearing-house or other association involved in transactions.
  • 10.3. AFS does not give up its rights by delaying or failing to exercise them at any time.
  • 10.4. If any term of this T&C is found by a court to be illegal or not enforceable, all other terms will still be in effect.
11. Legal Jurisdiction
  • 11.1. These T&C shall be subject to the laws of Bahrain.
  • 11.2. The parties irrevocably submit to the non-exclusive jurisdiction of the courts of Bahrain.

I accept the T&C contained in this document. I acknowledge the receipt of PIN and the Card issued in my name. By accepting (including by electronic means) these T&Cs or by using the Card, I acknowledge that I am bound by T&Cs legally and the obligations hereunder are enforceable against me in accordance with the applicable laws of Bahrain.

EKYC Consent

EKYC Consent

AFS Corporate Governance Charter

AFS Corporate Governance Charter

SECTION – 1

EFFECTIVE DATE AND DEFINED TERMS

1.1. EFFECTIVE DATE

This Charter shall become effective on 28 January 2013.

1.2. DEFINED TERMS

In this Charter the following capitalized terms have the following meanings:

“Board” means of the Company.

“CBB” means the Central Bank of Bahrain.

“CEO” means the Company’s Chief Executive Officer.

“Head of Finance” means the Company’s Head of Finance.

"Chairman" means the chairman of the Board.

“Company” means Arab Financial Services B.S.C.(closed).

“Company Law” means the Commercial Companies Law (Decree Law No. 21, issued 20 June 2001).

“Controlling Shareholder” means any shareholder of the Company who either alone or with associates holds 10% or more of the share capital or is able to exercise (or control the exercise of) 10% or more of the voting power in the Company.

"Director" means a member of the Board.

“Executive Director” means a Director who is an officer or employee, or is otherwise involved in day-to-day management, of either:

  1. (a) the Company;
  2. (b) another company which is a controlling shareholder of the Company;
  3. (c) another company of which the Company is a controlling shareholder; or
  4. (d) another company which is controlled by a controlling shareholder of the Company.

"HC Module" means the CBB Rulebook, Volume 5 (Specialised Licensees), High-Level Controls Module.

“Independent Director” means a Director that satisfies the criteria specified in Appendix A (Definition of Independent Director).

“MOIC” means the Ministry of Industry and Commerce of Bahrain.

“Non-executive Director” means any Director who is not an Executive Director.

"Secretary of the Board" means the corporate secretary to the Board as determined by the Board.

SECTION – 2

THE BOARD

2.1 THE BOARD’S ROLE AND RESPONSIBILITIES

2.1.1 The role of the Board – Each Director acknowledges and agrees to the Board’s role and responsibilities under the Company Law, in particular:

  1. (a) the Board’s role as distinct from the role of the shareholders (who elect the Board and whose interests the Board serves) and the role of the officers (whom the Board appoints and oversees),and
  2. (b) the Board’s fiduciary duties of care and loyalty to the Company and the shareholders.

2.1.2 Responsibilities of the Board – The Board’s responsibilities include (but are not limited to):

  1. (a) those responsibilities assigned to the Board by the Articles of Association of the Company;
  2. (b) establishing the objectives of the Company;
  3. (c) the overall business performance of the Company;
  4. (d) monitoring management performance;
  5. (e) the adoption and annual review of strategy;
  6. (f) monitoring the implementation of strategy by management;
  7. (g) causing financial statements to be prepared which accurately disclose the Company’s financial position;
  8. (h) convening and preparing the agenda for shareholder meetings;
  9. (i) monitoring conflicts of interest and preventing abusive related party transactions;
  10. (j) assuring equitable treatment of shareholders including minority shareholders;
  11. (k) the adoption and review of management structure and responsibilities;
  12. (l) the adoption and review of the systems and controls framework; and
  13. (m) setting out clearly and reviewing on a regular basis who has authority to enter the Company into contractual obligations together with corresponding materiality thresholds based on the financial impact the contractual obligation may have in relation to the Company’s capital.

2.1.3 Responsibilities of the Board with regard to risk recognition and assessment – The Board is responsible for ensuring that the systems and controls framework, including the Board structure and organizational structure of the Company, is appropriate for the Company’s business and associated risks. The Board shall ensure that collectively it has sufficient expertise to identify, understand and measure the significant risks to which the Company is exposed in its business activities.

The Board shall regularly assess the systems and controls framework of the Company. In its assessments, the Board must demonstrate to the CBB that:

  1. (a) The Company’s operations, individually and collectively, are measured, monitored and controlled by appropriate, effective and prudent risk management systems, commensurate with the scope of the Company’s activities;
  2. (b) The Company’s operations are supported by an appropriate control environment. The compliance, risk management and financial reporting functions are adequately resourced, independent of business lines and are run by individuals not involved with the day-to-day running of the various business areas. The Board shall additionally ensure that management develops, implements and oversees the effectiveness of comprehensive know your customer standards, as well as on-going monitoring of accounts and transactions, in keeping with the requirements of relevant law, regulations and best practice (with particular regard to anti-money laundering measures). The control environment maintains necessary client confidentiality and ensures that the privacy of the Company is not violated, and ensures that clients’ rights and assets are properly safeguarded;
  3. (c) The Company’s operations, individually and collectively, make effective use of the work of internal and external auditors; and
  4. (d) Where the Board identifies any significant issues related to the Company’s adopted governance framework, appropriate and timely action will be taken to address any identified adverse deviations from the requirements of the HC Module.

2.1.4 Strategy Review Process – In its strategy review process under Sections 2.1.2 (e) and 2.1.2 (f), the Board shall:

  1. (a) review the Company's business plans and the inherent level of risk in these plans;
  2. (b) assess the adequacy of capital to support the business risks of the Company;
  3. (c) set performance objectives;
  4. (d) oversee major capital expenditures, divestitures and acquisitions; and
  5. (e) address the Company.

The Board shall ensure that the Company notifies the CBB in writing of all major proposed changes to the Company's strategy and/or corporate plan prior to the implementation of such major changes.

The Board shall demonstrate that it is able to identify proactively and understand the significant risks that the Company faces in achieving its business objectives.

The Board shall ensure that a description of the Company’s strategy is included in the Company’s annual report.

2.1.5 Policies and processes – The Board shall have effective policies and processes in place for:

  1. (a) ensuring a formal and transparent Board nomination process;
  2. (b) appointing senior managers, and ensuring that they have the necessary integrity, technical and managerial competence, and experience;
  3. (c) overseeing succession planning, and minimising undue reliance on key individuals;
  4. (d) reviewing key senior management and Board remuneration packages and ensuring such packages are consistent with the corporate values and strategy of the Company and encourage prudent risk taking;
  5. (e) monitoring and evaluating management’s performance in implementing agreed strategy and business plans, and ensuring appropriate resources are available; and
  6. (f) approving budgets and reviewing performance against those budgets.

2.1.6 Delegation by the Board – The Directors are responsible both individually and collectively for performing the responsibilities outlined in Sections 2.1.2 (Responsibilities of the Board). Although the Board may delegate certain functions to committees or management, it may not delegate its ultimate responsibility to ensure that an adequate, effective, comprehensive and transparent corporate governance framework is in place.

2.2 THE BOARD’S DECISION-MAKING PROGRESS

2.2.1 Nature of Board meetings – The Board shall be collegial and deliberative, to gain the benefit of each individual Director’s judgment and experience. The Chairman shall take an active lead in promoting mutual trust, open discussion, constructive dissent and support for decisions after they have been made.

2.2.3 Information for meetings – The Chairman is responsible for the leadership of the Board and for the efficient functioning of the Board. The Chairman shall ensure that all Directors receive an agenda, minutes of prior meetings, and adequate background information in writing before each Board meeting and when necessary between meetings. All Directors shall receive the same Board information. At the same time, Directors shall have a legal duty to inform themselves and they shall ensure that they receive adequate and timely information and shall study it carefully.

2.2.4 Membership – The Board shall be comprised of 5 to 7 members, and shall regularly review its size and composition to assure that it is small enough for efficient decision making yet large enough to have members who can contribute from different specialties and viewpoints. The Board shall regularly consider (e.g. every one or two years) the mix of executive, non-executive, and independent non-executive Directors, and skills and experience the Board requires. The Board shall recommend changes in Board size to the shareholders when a needed change requires amendment of the Company’s Memorandum of Association. The appointment of a Director is conditional on the approval of the CBB.

2.2.5 Duties of Non-executive Directors – Potential Non-executive Directors shall be made aware of their duties before their nomination, particularly as to the time commitment required. The Remuneration Committee shall regularly review the time commitment required from each Non-executive Director and shall require each Non-executive Director to inform the Committee before they accept any Board appointments to another Company.

2.2.6 Maximum number of other directorships – A Director shall not hold more than three Directorships in public companies in Bahrain and with the provision that no conflict of interest may exist, and the Board shall not propose the election or re-election of any Director who does.

2.3 DIRECTOR’S INDEPENDENCE OF JUDGEMENT

2.3.1 Independent judgment – Every Director shall bring independent judgment to bear in decision-making. No individual or group of Directors shall dominate the Board’s decision-making and no one individual shall have unfettered powers of decision.

2.3.2 Information from Executive Directors – Executive Directors shall provide the Board with all relevant business and financial information within their cognizance, and shall recognize that their role as a Director is different from their role as an officer of the Company.

2.3.3 Independence of Non-executive Directors – Non-executive Directors shall be fully independent of management and shall constructively scrutinize and challenge management including the management performance of Executive Directors.

2.3.4 Number of Independent Directors – At least one Director shall be an Independent Director.

2.3.5 Review of independence – The Board shall review the independence of each Independent Director at least annually in light of interests disclosed by them and the criteria in Appendix A (Definition of Independent Director). Each Independent Director shall provide the Board with all necessary and updated information for this purpose.

2.4 THE BOARD’S REPRESENTATION OF ALL SHAREHOLDERS OF THE COMPANY

2.4.1 Shareholder representation – Each Director shall consider themselves as representing all shareholders and shall act accordingly. The Board shall avoid having representatives of specific groups or interests within its membership and shall not allow itself to become a battleground of vested interests. If the Company has a controlling shareholder (or a controlling group of shareholders acting in concert), the latter shall recognize its or their specific responsibility to the other shareholders, which is direct and is separate from that of the Board. Minority shareholders shall generally look to Independent Directors’ diligent regard for their interests, in preference to seeking specific representation on the Board.

2.4.2 Controlling Shareholders' responsibilities – To the extent the Company has a controlling shareholder, both controlling and non-controlling shareholders shall be aware of controlling shareholders’ specific responsibilities regarding their duty of loyalty to the Company and conflicts of interest and also of rights that minority shareholders may have to elect specific Directors under the Company Law or if the Company has adopted cumulative voting for Directors. The Chairman or other individual delegated by the Chairman shall take the lead in explaining this with the help of Company's lawyers.

2.5 DIRECTORS’ ACCESS TO INDEPENDENT ADVICE

2.5.1 Independent advice – The Board shall ensure that individual Directors have access to independent legal or other professional advice at the Company’s expense whenever they judge this necessary to discharge their responsibilities as Directors and this shall be in accordance with the Company’s policy approved by the Board.

2.5.2 Access to Secretary of the Board – Individual Directors shall also have access to the Secretary of the Board, who shall have responsibility for reporting to the Board on Board procedures. Both the appointment and removal of the Secretary of the Board shall be a matter for the Board as a whole.

2.5.3 Recording dissent – Whenever a Director has serious concerns which cannot be resolved concerning the running of the Company or a proposed action, they shall consider seeking independent advice and shall ensure that the concerns are recorded in the Board minutes and that any dissent from a Board action is noted or delivered in writing. Upon resignation, a Non-executive Director shall provide a written statement to the Chairman, for circulation to the Board, if they have any such concerns.

2.6 DIRECTORS’ COMMUNICATION WITH MANAGEMENT

2.6.1 Management participation – While management members are not entitled by right to attend Board meetings, the Board encourages participation by management regarding matters the Board is considering, and also by management members who by reason of responsibilities or succession, the CEO believes shall have exposure to the Directors.

2.6.2 Access to management – Non-executive Directors shall have free access to the Company’s management beyond that provided in Board meetings. Such access shall be through the chairman of the Audit Committee or the CEO.

2.7 COMMITTEE OF THE BOARD

2.7.1 Creation of committees – The Board may, from time to time, create specialised committees when and as such committees are needed. The Board has established the following specialised committees.

  1. (a) Audit Committee - The Audit Committee, which is responsible to the Board for ensuring the integrity and effectiveness of the Company’s system of financial, accounting and risk management controls and practices and for monitoring compliance with the requirements of the regulatory authorities in the various countries in which the Company operates. The Audit Committee is also responsible for recommending the appointment, compensation and oversight of the external auditors and the appointment of the internal auditor. The formal mandate of the Audit Committee is set out in Appendix B (Audit Committee Charter).
  2. (b) Remuneration Committee - The Remuneration Committee is responsible for the formulation of the Company’s executive and staff remuneration policy as well as senior management appointments. The formal mandate of the Remuneration Committee is set out in Appendix C (Remuneration Committee Charter).

2.7.2 Non-directors on committees – The Board or a committee may invite non-Directors to participate in a committee’s meetings so that the committee may gain the benefit of their advice and expertise in financial or other areas.

2.7.3 Mandate of committees – Committees must act only within their formal written mandates (as approved by the Board) and, therefore, the Board may not allow any committee to dominate or effectively replace the whole Board in its decision-making responsibility.

2.8 ATTENDANCE AT BOARD / COMMITTEE MEETINGS

2.8.1 Minimum attendance – Individual Directors should attend at least 75% of all Board meetings in a given financial year to enable the Board to discharge its responsibilities effectively. Notwithstanding anything to the contrary, voting and attendance proxies for Board meetings are prohibited at all times.

2.8.2 Recording of attendance record – The absence of Directors at Board and committee meetings will be noted in the meeting minutes. In addition, Board attendance percentage will be reported during annual general meetings when Directors stand for re-election.

2.8.3 Notification to CBB of non-attendance – In the event that a Director has not attended at least 75% of Board meetings in any given financial year, the Company isrequired by the HC Module to notify the CBB indicating which Director has failed to satisfy this requirement, their level of attendance and any mitigating circumstances affecting their non-attendance.

SECTION – 3

LOYALTY TO THE COMPANY

3.1 PERSONAL ACCOUNTABILITY

3.1.1 Acknowledgment of personal accountability – Each Director and officer shall understand that under the Company Law they are personally accountable to the Company and the shareholders if they violate their legal duty of loyalty to the Company, and that they can be personally sued by the Company or the shareholders for such violations. The Board and the Directors shall act with honesty, integrity, due skill and care, and in the best interests of the Company, its shareholders, and its clients.

3.1.2 Duty of loyalty – The duty of loyalty described in Section 3.1.1 (Acknowledgment of personal accountability) includes a duty not to use property of the Company for their personal needs as though it was their own property, not to disclose confidential information of the Company or use it for their personal profit, not to take business opportunities of the Company for themselves, not to compete in business with theCompany, and to serve the Company’s interest in any transactions with the Company in which they have a personal interest.

3.1.3 "Personal interest" – A Director shall be considered to have a “personal interest” in a transaction with the Company if:

  1. (a) they themselves, or
  2. (b) a member of their family (i.e. spouse, father, mother, sons, daughters, brothers orsisters), or
  3. (c) another Company of which they are a Director or controlling shareholder,

is a party to the transaction or has a material financial interest in the transaction. Transactions and interests which are de minimis in value shall not be included.

3.1.4 Code of Conduct – The Board has established corporate standards for Directors and employees of the Company, which are set out in this Charter and the Code of Conduct. The Code of Conduct shall be communicated throughout the Company.

3.2 AVOIDANCE OF CONFLICTS OF INTEREST

Each Director shall make every practicable effort to arrange their personal and business affairs to avoid a conflict of interest with the Company.

3.3 DISCLOSURE OF CONFLICTS OF INTEREST

3.3.1 Disclosure to the Board - Each Director shall inform the entire Board of conflicts of interest (and potential conflicts of interest) in their activities with and commitments to, other organizations as they arise and abstain from voting on the matter in accordance with the relevant provisions of the Company Law. This disclosure shall include all material facts in the case of a contract or transaction involving the Director. The Directors must understand that any approval of a conflict transaction is effective only if all material facts are known to the authorizing persons and the conflicted person did not participate in the decision.

Each Director shall declare in writing all of their other interests in other enterprises or activities (whether as a shareholder of above 5% of the voting capital of a company, a manager, or other form of significant participation) to the Board (or the Remuneration Committee or the Audit Committee) on an annual basis.

3.3.2 Unanimous Board approval for material conflicts - Any decision to enter into transactions under which a Director would have conflicts of interest or personal interests that are material, shall be formally and unanimously approved by the full Board.

3.3.3 Material conflicts of interest - Subject to Section 3.3.3 (Unanimous Board approval for material conflicts) Directors shall:

  1. (a) not enter into competition with the Company;
  2. (b) not demand or accept substantial gifts from the Company for themselves or their connected persons;
  3. (c) not misuse the Company's assets;
  4. (d) not use the Company's privileged information or take advantage of business opportunities to which the Company is entitled, for themselves or their associates;
  5. (e) not hold an interest in a company that is in the business of card processing services, credit reference services, or payment processing services; and
  6. (f) absent themselves from any discussions or decision-making that involves a subject where they are incapable of providing objective advice, or which involves a subject or (proposed) transaction where a conflict of interest exists.
3.4 DISCLOSURE OF CONFLICTS OF INTEREST TO SHAREHOLDERS

The Company shall disclose to its shareholders in the Annual Report any abstention from voting motivated by a conflict of interest and shall disclose to its shareholders any authorization of a conflict of interest contract or transaction in accordance with the Company Law.

SECTION – 4

APPOINTMENT, TRAINING AND EVALUATION OF THE BOARD

4.1 BOARD NOMINATIONS TO SHAREHOLDER

4.1.1 Proposed Directors - Each proposal by the Board to the shareholders for election or re-election of a Director shall be accompanied by a recommendation from the Board and the following specific information:

  1. (a) the term to be served, which may not exceed three years (but there is no limit on re-election for further terms);
  2. (b) biographical details and professional qualifications;
  3. (c) in the case of an Independent Director, a statement that the Board has determined that the criteria in Appendix A (Definition of Independent Director) have been met;
  4. (d) any other directorships held;
  5. (e) particulars of other positions which involve significant time commitments; and
  6. (f) details of relationships between:
    • (i) the candidate and the Company; and
    • (ii) the candidate and other Directors of the Company.

    4.1.2 Term Limits - There are no limits on the number of terms that can be served by a Director.

    4.1.3 Chairman Confirmation - The Chairman shall confirm to shareholders when proposing re-election of a Director that, following a formal performance evaluation, the person’s performance continues to be effective and continuesto demonstrate commitment to the role. Any term beyond six years(e.g. two three year terms) for a Director shall be subject to particularly rigorous review, and shall take into account the need for progressive refreshing of the Board.

    4.2 INDUCTION AND TRAINING OF DIRECTORS

    4.2.1 Induction of new Directors - When a new Director is inducted, the Chairman, assisted by the CEO or the Company’s legal counsel or compliance officer, or other individual delegated by the Chairman, shall review the Board’s role and duties with that person, particularly covering legal and regulatory requirements of this Charter, the Code and the HC Module.

    The Chairman shall ensure that each new Director receives a formal and tailored induction to ensure their contribution to the Board from the beginning of their term. The induction shall include meetings with senior management, visits to Company facilities, presentations regarding strategic plans, significant financial, accounting and risk management issues, compliance programs, its internal and independent auditors and legal counsel.

    4.2.2 Induction open to continuing Directors - All continuing Directors shall be invited to attend orientation meetings and all Directors shall continually educate themselves asto the Company’s business and corporate governance.

    4.2.3 Management programs and presentations - Management, in consultation with the Chairman, shall hold programs and presentations to Directors respecting the Company’s business and industry, which may include periodic attendance at conferences and management meetings.

    4.2.4 Director’s Appointment Agreements - The Company shall have a written appointment agreement with each Director which recites the Director’s powers, duties, responsibilities and accountabilities and other matters relating to their appointment including theirterm, the time commitment envisaged, the committee assignment (if any), their remuneration and expense reimbursement entitlement, and their access to independent professional advice when that is needed.

    4.2.5 Training - Directors shall undertake relevant training on a regular basis to help them fulfil their responsibilities as Directors.

    4.3 EVALUATION OF THE BOARD AND EACH COMMITTEE

    4.3.1 Annual evaluation - At least annually the Board shall conduct an evaluation of its performance and the performance of each committee and each individual Director. The evaluation process shall include:

    1. (a) assessing how the Board operates,
    2. (b) evaluating the performance of each committee in light of itsspecific purposes and responsibilities, which shall include review of the self-evaluations undertaken by each committee,
    3. (c) reviewing each Director’s work, their attendance at Board and committee meetings, and their constructive involvement in discussions and decision making,
    4. (d) reviewing the Board’s current composition against its desired composition with a view toward maintaining an appropriate balance of skills and experience and a view toward planned and progressive refreshing of the Board; and
    5. (e) recommendations for new Directors to replace long-standing Directors or those Directors whose contribution to the Company or its committees (such as the Audit Committee) is not adequate.

    4.3.2 Administration of evaluation - While the evaluation is a responsibility of the entire Board, it shall be organized and assisted by an internal Board committee and, when appropriate, with the help of external experts.

    4.3.3 Reporting to shareholders - The Board shall report to the shareholders, at each annual shareholder meeting that evaluations have been done.

    SECTION – 5

    REMUNERATION

    5.1 STANDARD FOR ALL REMUNERATION

    Remuneration of both Directors and officers shall comply with all applicable laws, be sufficient enough to attract, retain and motivate persons of the quality needed to run the Company successfully, but the Company shall avoid paying more than is necessary for that purpose.

    Remuneration of non-executive Directors shall not include performance-related elements such as grants of shares, share options or other deferred stock-related incentive schemes, bonuses, or pension benefits.

    5.2 OFFICERS’ REMUNERATION

    5.2.1 Elements of remuneration - Remuneration of senior management shall be structured so that a portion of the total is linked to Company's and individual's performance and aligns their interests with the interests of the shareholders.

    If an officer is also a Director, their remuneration as an officer shall take into account compensation received in their capacity as a Director.

    5.2.2 Performance-based Incentives - All performance-based incentives shall be awarded under written objective performance standards which have been approved by the Board and are designed to enhance shareholder and Company value, and under which shares shall not vest and options shall not be exercisable within less than two years of the date of award of the incentive.

    5.2.3 Shareholder approval not for grants to specific individuals - All policies for performance-based incentives (other than a policy which is in effect as at the date of this Charter) shall be approved by the shareholders, but the approval shall be only of the plan itself and not of the grant to specific individuals of benefits under the plan.

    SECTION – 6

    THE BOARD MANAGEMENT STRUCTURE

    6.1 ESTABLISHMENT OF MANAGEMENT STRUCTURE.

    6.1.1 Senior Officers - The Board shall appoint officers whose authority shall include management and operation of current activities of the Company, reporting to and under the direction of the Board. The officers shall include at a minimum:

    1. (a) The CEO
    2. (b) The Head of Finance;
    3. (c) The Head of Audit;
    4. (d) The Compliance Officer/ Money Laundering Reporting Officer;

    and shall also include such other officers as the Board considers appropriate, or as required by a relevant licensing or listing requirement.

    The Board shall review and approve at least annually the Company’s management structure, responsibilities, and authorities.

    6.2 TITLES, AUTHORITIES, DUTIES AND REPORTING RESPONSIBILITIES

    6.2.1 Appointment of management - The Board shall adopt by-laws prescribing each senior officer’s title, authorities, duties and internal reporting responsibilities. This shall be done with the advice of the Remuneration Committee and in consultation with the CEO, to whom the other officers shall normally report. These provisions shall include but shall not be limited to the following:

    1. (a) The CEO shall have authority to act generally in the Company’s name, representing the Company’s interests in concluding transactions on the Company’s behalf and giving instructions to other officers and Company employees;
    2. (b) the Head of Finance shall be responsible and accountable:
      • (i) for the complete, timely, reliable and accurate preparation of the Company’s financial statements, in accordance with the accounting standards and policies of the Company; and
      • (ii) for presenting the Board with a balanced and understandable assessment of the Company’s financialsituation;
    3. (c) the Secretary of the Board’s duties shall include arranging, recording and following up on the actions, decisions and meetings of the Board and of the shareholders (both at annual and extraordinary meetings) in books to be kept for that purpose; and
    4. (d) the internal auditor’s duties shall include providing an independent and objective review of the efficiency of the Company’s operations including a review of the accuracy and reliability of the Company’s accounting records and financial reports as well as a review of the adequacy and effectiveness of the Company’s risk management, control, and governance processes.

    6.2.2 Limitations on authority - The Board shall specify limits which it wishes to set on the authority of the CEO or other officers, such as monetary maximums for transactions which they may authorize without separate Board approval.

    6.2.3 Secretary of the Board - The Secretary of the Board shall be given general responsibility for reviewing the Company’s procedures and advising the Board directly on such matters. Whenever practical, the Secretary of the Board shall be a person with legal or similar professional experience and training.

    6.2.4 Succession planning - At least annually the Board shall review and concur in a succession plan addressing the policies and principles for selecting a successor to the CEO, both in emergencies and in the normal course of business. The succession plan shall include an assessment of the experience, performance, skills and planned career paths for possible successors to the CEO.

    SECTION – 7

    COMMUNICATIONS WITH SHAREHOLDERS

    7.1 SHAREHOLDERS’ MEETINGS.

    7.1.1 Conduct ofshareholders’ meetings - The Board shall observe both the letter and the intent of the Company Law’s requirements for shareholder meetings including the following.

    1. (a) Notices of meetings must be honest, accurate and not misleading. They shall clearly state and, where necessary, explain the nature of the business of the meeting.
    2. (b) Meetings shall be held during normal business hours and at a place convenient for the greatest number of shareholders to attend.
    3. (c) Notices of meetings shall encourage shareholders to participate by proxy and shall refer to procedures for appointing a proxy and for directing the proxy how to vote on a particular resolution. The proxy agreement shall list the agenda items and shall specify the vote (such as “yes,” “no” or “abstain”).
    4. (d) Notices shall ensure that all material information and documentation is provided to shareholders on each agenda item for any shareholder meeting, including but not limited to any recommendations or dissents of Directors.
    5. (e) The Board shall propose a separate resolution at any meeting on each substantially separate issue, so that unrelated issues are not “bundled” together.
    6. (f) In meetings where Directors are to be elected or removed the Board shall ensure that each person is voted on separately, so that the shareholders can evaluate each person individually.
    7. (g) The Chairman of the meeting shall encourage questions from shareholders, including questions regarding the Company’s corporate governance guidelines
    8. (h) The minutes of the meeting must be made available to shareholders upon their request as soon as possible but not later than 30 days after the meeting.
    9. (i) Disclosure of all material facts must be made to the shareholders by the Chairman prior to any vote by the shareholders.

    7.1.2 Director Attendance at Shareholder Meetings - The Company shall require all Directors to attend and be available to answer questions from shareholders at any shareholder meeting and, in particular, ensure that the respective chairmen of the Audit Committee and Remuneration Committee are ready to answer appropriate questions regarding matters within their committee’s responsibility (it being understood that confidential and proprietary business information may be kept confidential).

    7.1.3 Attendance of external auditor at shareholder meetings - The Company shall require its external auditor to attend the annual shareholders’ meeting and be available to answer shareholders’ questions concerning the conduct and conclusions of the audit.

    7.1.4 Notices of shareholder meetings - In notices of meetings at which Directors are to be elected or removed the Company shall ensure that:

    1. (a) where the number of candidates exceeds the number of available seats, the notice of the meeting shall explain the voting method by which the successful candidates will be selected and the method to be used for counting of votes, and
    2. (b) the notice of the meeting shall present a factual and objective view of the candidates so that shareholders may make an informed decision on any appointment to the Board.
    7.2 DIRECT SHAREHOLDER COMMUNICATION

    The Chairman (and other Directors as appropriate) shall maintain continuing personal contact with controlling shareholders to solicit their views and understand their concerns. The Chairman shall ensure that the views of shareholders are communicated to the Board as a whole. The Chairman shall discuss governance and strategy with controlling shareholders. The Board shall encourage investors, particularly institutional investors, to help in evaluating the Company’s corporate governance.

    7.3 CONTROLLING SHAREHOLDERS

    So long as the Company has one or more controlling shareholders, the Chairman and other Directors shall actively encourage the controlling shareholders to make a considered use of their position and to fully respect the rights of minority shareholders.

    SECTION – 8

    DISCLOSURE OF CORPORATE GOVERNANCE

    8.1 DISCLOSURE UNDER THE COMPANY LAW

    8.1.1 Compliance - At each annual shareholders’ meeting the Board shall report on the Company’s compliance with this Charter and the Code, and explain the extent if any to which it has varied them or believes that any variance or noncompliance was justified.

    8.1.2 Reporting – At each annualshareholders’ meeting the Board shall report on further itemslisted in Appendix D (Corporate Governance Disclosure).

    8.1.3 Board Responsibility for Disclosure – The Board shall oversee the processes of disclosure and communications with internal and external shareholders. The Board shall ensure that disclosures made by the Company are fair, transparent, comprehensive and timely and reflect the character of the Company and the nature, complexity and risks inherent in the Company's business activities.

    SECTION – 9

    MISCELLANEOUS

    9.1 MISCELLANEOUS PROVISIONS

    9.1.1 Relationship with the articles - In the event of any conflict between the terms of this Charter and the articles of association of the Company, the terms of the articles of association of the Company shall prevail.

    9.1.2 Minutes and retention policy – The Board shall maintain adequate records of its meetings such that key decisions and how they are arrived at can be traced. Once the official minutes of a meeting of the Board have been approved, all prior drafts of such minutes and related notes shall be destroyed.

    9.1.3 Interaction with third parties – Without prejudice to Section 7.2 (Direct Shareholder Communication), individual Directors may, at the request of the management of the Company (but not otherwise), from time to time meet or otherwise communicate with various interested third parties with regard to the affairs of the Company. Such communications should generally be effected by, or with the concurrence of, theChairman. However, as a general rule, Directors should maintain any information relating to the Company that they acquired in the course of their duties in strict confidence.

    9.1.4 Chairman and Deputy Chairman not CEO – Neither the Chairman nor the Deputy Chairman shall be the same person as the Company CEO.

    APPENDIX A

    DEFINITION OF INDEPENDENT DIRECTOR

    1. Determination by the Board

    Under this Charter an “Independent Director” is a Director whom the Board has specifically determined has no material relationship which could affect their independence of judgment, taking into account all known facts. The Board shall consider that, although a particular Director meets the formal requirements, they may not be independent owing to specific circumstances of the person or the Company, ownership structure of the Company, or for any other reason. The Board’s determination shall be a good faith finding after diligent review and full discussion.

    2. Formal Requirements

    “Independent Director” means a Non-executive Director of the Company who, or whose family hareholders either separately or together with him or each other, does not have any material pecuniary relationships or transactions with the Company (not counting Director’sremuneration for this purpose) and in particular who, during the one year preceding the time in question met all the following conditions:

    1. (a) was not an employee of the Company;
    2. (b) did not:
      1. (i) make to, or receive from, the Company payments of more than BD 31,000 or equivalent (not counting Director’sremuneration);
      2. (ii) own more than a 10% share or other ownership interest, directly or indirectly, in an entity that made to or received from the Company payments of more than such amount;
      3. (iii) act as a general partner, manager, director or officer of a partnership or company that made to or received from the Company payments of more than such amount;
      4. (iv) have any significant contractual or business relationship with the Company which could be seen to materially interfere with the person’s capacity to act in an independent manner;
    3. (c) did not own directly or indirectly (including for this purpose ownership by any family member or related person) 5% or more of the shares of any type or class of the Company;
    4. (d) was not engaged directly or indirectly as an auditor or professional advisor for the Company; and
    5. (e) was not an associate of a Director or a member ofsenior management of the Company.

    For purposes of this definition, the 'payments' referred to in paragraph (b)(i), (b)(ii) and (b)(iii) do not include monies received from dividends, deposits, investments and credit facilities arising from the Company’s normal business activities, but instead ordinarily referto moniesreceived (and/or payable during the period in question) for services rendered to the Company by the director or company concerned, or paid (or payable) by the concerned director or company to the Company for services provided by the Company.

    Dividends, deposits, investment accounts and credit facilities are to be considered under item (b)(iv) of this definition.

    For the purpose of the definition of "independent director":

    1. (a) where the term "family" or "family member or related persons" is used reference is made to: spouse, father, mother, son(s) or daughter(s); and
    2. (b) where the term "associate" is used reference is made to:
      1. (i) spouse, father, mother,son(s) or daughter(s); or
      2. (ii) a person who is an employee or partner of the Director or of the firm represented or owned by the Director.

    APPENDIX B

    AUDIT COMMITTEE CHARTER

    1. PURPOSE

    To assist the Board of Directors of Arab Financial Services B.S.C. (Closed) (the “Board”) in fulfilling its oversight responsibilities for the financial reporting process, the system of internal control, the audit process, and the company's process for monitoring compliance with laws and regulations and the code of conduct.

2. AUTHORITY

The Audit Committee has authority to conduct or authorize investigations into any matters within its scope of responsibility. It is empowered to:

  1. (a) Appoint, compensate, and oversee the work of any employee in the internal audit department, employed by the organization.
  2. (b) Resolve any disagreements between management and the auditor regarding financial and/or other reporting.
  3. (c) Pre-approve all auditing and non-auditservices.
  4. (d) Retain independent counsel, accountants, or others to advise the committee or assist in the conduct of an investigation.
  5. (e) Seek any information it requires from employees—all of whom are directed to cooperate with the committee's requests—or external parties.
  6. (f) Meet with company officers, external auditors, or outside counsel, as necessary.
3. COMPOSITION, QUORUM AND PROXY

The Audit Committee will consist of three members of the Board at least one of which shall be an Independent Director. The Board or its nominating committee will appoint committee members and the Board will elect a Chairman who shall be an Independent Director. At least a majority of the Audit Committee shall have financial literacy and information technology qualifications.

The quorum for the meetings shall be a minimum of two members.

4. CHAIRMAN

The Chairman of the committee will be appointed by the Board. In the physical absence of the Chairman from the meeting, the Chairman has the option to preside over the meeting over tele/video-conferencing facilities. In the absence of the Board elected Chairman, the members present at the meeting will unanimously elect a member present at the meeting as the Chairman for that meeting. The member will have all the normal powers of the Board appointed Chairman.

5. MEETINGS

The committee will meet at least four times a year with authority to convene additional meetings as circumstancesrequire. All committee members are expected to attend each meeting, in person or via tele- or video-conference. The committee will invite members of management, auditors or others to attend meetings and provide pertinent information, as necessary. It will hold private meetings with auditors and executive sessions. Committee meetings can be called by the Chairman or jointly by the two members. Meeting agendas will be prepared by the Chairman of the Audit Committee in consultation with the other committee member and provided in advance to members by the Secretary of the Audit Committee, along with appropriate briefing materials. Minutes will be prepared and maintained by the Secretary to the Audit Committee who will be appointed by the Audit Committee. The minutes of the meeting will be approved in the subsequent Audit Committee meeting.

6. RESPONSIBILITIES

The primary responsibilities of the Audit Committee should involve assisting the Board in carrying out its responsibilities as they relate to the organization's accounting policies, internal control, and financial reporting practices. The Audit Committee should establish and maintain lines of communication between the Board and the company's independent auditors, internal auditors, and financial management.

The committee will carry out the following responsibilities in particular:

  1. (a) Financial Statements
    1. (i) Review significant accounting and reporting issues, including complex or unusual transactions and highly judgmental areas, and recent professional and regulatory pronouncements, and understand their impact on the financial statements.
    2. (ii) Review with management and the external auditors the results of the audit, its implications including any difficulties encountered.
    3. (iii) Review the annual financial statements, and consider whether they are complete, consistent with information known to committee members, and reflect appropriate accounting principles.
    4. (iv) Review other sections of the annual report and related regulatory filings before release and consider the accuracy and completeness of the information.
    5. (v) Review with management and the external auditors all matters required to be communicated to the committee under International Financial Reporting Standards, CBB regulations, Bahrain Commercial Companies Law and other relevant regulations.
    6. (vi) Review interim financial reports with management and the external auditors before filing with regulators, and consider whether they are complete and consistent with the information known to committee members.
    7. (vii) To encourage management accountability for the financial statements required by Directors, the committee shall require that the CEO and CFO state in writing to the committee and the Board that the Company’s interim and annual financial statements present a true and fair view, in all material respects, of the Company’s financial condition and results of operations in accordance with applicable accounting standards.
    8. (b) Internal Control
      1. (i) Consider the effectiveness of the company's internal control system, including information technology security and control.
      2. (ii) Understand the scope of internal and external auditors' review of internal control over financial reporting, and obtain reports on significant findings and recommendations, together with management's responses.
    9. (c) Internal Audit
      1. (i) Review with management and the internal audit manager the charter, audit plans and audit programs, activities, budget, staffing, and organizational structure of the internal audit function, including IT audit function.
      2. (ii) Ensure there are no unjustified restrictions or limitations, and review and concur in the appointment, replacement, or dismissal of the head of internal audit and other internal audit department staff as applicable.
      3. (iii) On a regular basis, meet separately with the internal audit manager to discuss any matters that the committee or internal audit believes should be discussed privately.
    10. (d) Statutory Audit
      1. (i) Be responsible for the selection, appointment, remuneration, oversight and termination where appropriate of the external auditor, subject to ratification by the Board and shareholders. The external auditor shall report directly to the committee.
      2. (ii) Review the external auditors' proposed auditscope and approach, including coordination of audit effort with internal audit.
      3. (iii) Review the performance of the external auditors, and provide recommendations to the Board as necessary.
      4. (iv) Review and confirm the independence of the external auditors by obtaining statements from the auditors on relationships between the auditors and the company, including non-audit services, and discussing the relationships with the auditors.
      5. (v) Meet separately with the external auditors to discuss any matters that the committee or auditors believe should be discussed privately.
    11. (e) Risk Management
      1. (i) Review the adequacy and effectiveness of risk management framework.
      2. (ii) Review risk reports and risk mitigation measures.
      3. (iii) Meet with risk manager periodically to review performance of risk management department.

      (AFS’s Risk Management department currently focuses on Operational Risks only. The other risk types like financial, legal and compliance risks are managed by Finance and Compliance teams respectively.)

    12. (f) Compliance
      1. (i) Review and discuss and make recommendations regarding the selection, appointment and termination where appropriate of the head of compliance and the budget allocated to the compliance function, and monitor the responsiveness of management to the committee's recommendations and findings.
      2. (ii) Review the effectiveness of the system for monitoring compliance with laws and regulations and the results of management's investigation and follow-up (including disciplinary action) of any instances of non-compliance.
      3. (iii) Review the findings of any examinations by regulatory agencies,such as Visa, MasterCard, CBB and any auditor observations, including observations by Shareholding companies.
      4. (iv) Review the process for communicating the code of conduct to company personnel, and for monitoring compliance therewith.
      5. (v) Obtain regular updates from management and company legal counsel regarding compliance matters.
    13. (g) Reporting Responsibilities
      1. (i) As and when required, report to the Board about committee activities, issues, and related recommendations.
      2. (ii) Provide an open venue of communication between internal audit, the external auditors, and the Board.
      3. (iii) Review any other reportsthe company issuesthat relate to committee responsibilities.
      4. (iii) Review any other reportsthe company issuesthat relate to committee responsibilities.
    14. (h) Other Responsibilities
      1. (i) Perform other activitiesrelated to this charter as requested by the Board.
      2. (ii) Institute and oversee special investigations as needed.
      3. (iii) Review and assess the adequacy of the committee charter annually, requesting board approval for proposed changes, and ensure appropriate disclosure as may be required by law or regulation.
      4. (iv) Review annually, the responsibilities outlined in this Charter and evaluate requirement for any amendments of the Charter.
    7. PERFORMANCE EVALUATION

    The Committee shall undertake an annual evaluation assessing its performance with respect to its purpose and its duties and tasks set forth in the charter, which evaluation shall be reported to the Board

    APPENDIX C

    REMUNERATION COMMITTEE CHARTER

    (Subject to final ratification by the Board)
    1. PURPOSE

    The purpose of the Remuneration Committee (the “Committee”) of the Board of Directors of Arab Financial Services B.S.C. (Closed) (the “Board”) is to discharge the responsibilities of the Board relating to organization of the Board and compensation of executives and directors; to identify individuals qualified to become Board members, consistent with criteria approved by the Board; to provide general oversight of the Company’s compensation structure including performance based incentives and benefits program; and to perform such other duties and responsibilities as are enumerated in and consistent with this charter.

    2. COMPOSITION

    The Committee shall consist of at least three members who will be appointed by the Board. The quorum will be minimum 2 members.

    3. CHAIRMAN

    The Chairman of the Committee will be appointed by the Board. In the physical absence of the Chairman from the meeting, the Chairman has the option to preside over the meeting over tele/video-conferencing facilities. In the absence of the Board elected Chairman, the members present at the meeting will unanimously elect a member present at the meeting as the Chairman for that meeting. The member will have all the normal powers of the Board appointed Chairman.

    4. DELEGATION

    The Committee may, by resolution passed by a majority of the Committee, designate one or more subcommittees, each subcommittee to consist of at least two members of the Committee. Any such subcommittee, to the extent provided in the resolutions of the Committee and to the extent not limited by applicable law, shall have and may exercise all the powers and authority of the Committee. Each subcommittee shall have such name as may be determined from time to time by resolution adopted by the Committee. Each subcommittee shall keep regular minutes of its meetings and report the same to the Committee or the Board when required.

    5. AUTHORITY TO RETAIN ADVISORS

    The Committee will have the authority to retain at the expense of the Company such outside consultants, counsel, and other experts and advisors as it determines is appropriate to assist it in the full performance of its functions, including sole authority to retain and terminate any consultant used to assist the Committee in the evaluation of director, CEO or senior executive selection and compensation, and to approve the consultant’s fees and other retention terms.

    6. PERFORMANCE ASSESSMENT

    The Committee shall undertake an annual evaluation assessing its performance with respect to its purpose and its duties and task sset forth in the charter, which evaluation shall be reported to the Board. Inaddition, the Committee shall lead the Board in an annual self-evaluation process, including the self-evaluation of each Board committee, and report its conclusions and any further recommendations to the Board.

    7. MEETINGS

    The Committee shall convene at least twice a year. The Committee shall report regularly to the full Board with respect to its activities.

    8. DUTIES AND RESPONSIBILITIES

    The following shall be the common recurring duties and responsibilities of the Committee in carrying out its oversight functions. These duties and responsibilities are set forth below as a guide to the Committee with the understanding that the Committee may alter or supplement them as appropriate under the circumstances to the extent permitted by applicable law.

    1. (a) Assess the size and composition of the Board in light of the operating requirements of the Company and existing attitudes and trends.
    2. (b) Develop membership qualificationsfor the Board and Board committees.
    3. (c) Monitor compliance with Board and Board committee membership criteria.
    4. (d) Review and recommend Directors for continued service as required based on evolving needs of the Company and existing attitudes and trends.
    5. (e) Coordinate and assist in recruiting new members to the Board. Investigate suggestions for candidates for membership on the Board, including shareowners nominations, and shall recommend prospective directors, as required, to provide an appropriate balance of knowledge, experience and capability on the Board.
    6. (f) Recommend Board committee assignments.
    7. (g) Assure that plans are in place for orderly succession ofsenior management.
    8. (h) Oversee and evaluate Company’s overall structure, policies and programs, and assess whether these establish appropriate incentives and leadership development for management and other employees.
    9. (i) Review and approve corporate goals and objectives relevant to the compensation of the Chief Executive Officer (and other executivesif and when the Board requests), evaluate the performance in light of those goals and objectives and approve annual compensation levels including salaries, bonuses, and other incentives.
    10. (j) Perform such other duties and responsibilities as are consistent with the purpose of the Committee and as the Board or the Committee deems appropriate.

    APPENDIX D

    CORPORATE GOVERNANCE DISCLOSURE

    The Company shall disclose the following items, in addition to any disclosures required by applicable industry regulatory bodies:

    1. Ownership of shares
    1. (a) distribution of ownership by nationality;
    2. (b) distribution of ownership by size ofshareholder;
    3. (c) ownership by governments;
    4. (d) names ofshareholders owning 5% or more and, if they act in concert, a description of the voting,
    5. (e) shareholders’ or other agreements among them relating to acting in concert, and of any other direct and indirect relationships among them or with the Company or other shareholders
    2. Board, Board Members and Management
    1. (a) Board’sfunctions — rather than a general statement (which could be disclosed simply as the Board’s legal obligations under the law) the ‘mandate’ of the Board shall be set out;
    2. (b) the types of material transactions that require Board approval;
    3. (c) names, their capacity of representation and detailed information about the Directors, including directorships of other Boards, positions, qualifications and experience (shall describe each Director as an Executive Director or a Non-executive Director);
    4. (d) number and names of Independent Directors;
    5. (e) Board terms and the start date of each term;
    6. (f) what the Board doesto induct/educate/orient new Directors;
    7. (g) Director’s ownership ofshares;
    8. (h) election system of Directors and any termination arrangements;
    9. (i) Director’strading of Company shares during the year;
    10. (j) meeting dates(number of meetings during the year);
    11. (k) attendance of Directors at each meeting;
    12. (l) aggregate remuneration paid to the Board;
    13. (m) list of senior managers and profile of each;
    14. (n) shareholding by senior managers;
    15. (o) remuneration policy of the Company for the Board and executive management;
    16. (p) aggregate remuneration paid to executive management;
    17. (q) details ofstock options and performance-linked incentives available to executives;
    18. (r) whether the Board has adopted a written code of ethical business conduct, and if so the text of that code and a statement of how the Board monitors compliance;
    3. Board Committees
    1. (a) names of the Board committees;
    2. (b) functions of each committee;
    3. (c) members of each committee divided into executive, non-executive and independent;
    4. (d) minimum number of meetings per year;
    5. (e) actual number of meetings;
    6. (f) attendance of committees’ members;
    7. (g) work of committees and any significant issues arising during the period;
    4. Corporate Governance
    1. (a) separate section in the Annual Report;
    2. (b) reference to the Code and its principles;
    3. (c) changes on the Code that took place during the year;
    4. (d) explanation and nature of any non-compliance with the HC Module in a manner consistent with the relevant CBB rules;
    5. Auditors
    1. (a) the charters and a list of members of each of the Audit Committee, Remuneration Committee;
    2. (b) audit fees;
    3. (c) non-audit services provided by the external auditor and fees generated;
    4. (d) reasons for any switching of auditors and reappointing of auditors;
    6. Other
    1. (a) related party transactions;
    2. (b) approval processfor related party transactions;
    3. (c) means of communication with shareholders and investors;
    4. (d) identification and comment on the management of principal risks and uncertainties faced by the business to be set forth in the "Management Discussion and Analysis" section of the Annual Report;
    5. (e) review of internal control processes and procedures;
    6. (f) announcements of the results in the press shall include at least the followings:
      1. (i) balance sheet, income statement, cash flow statement, statement of comprehensive income and changesin shareholders’ equity;
      2. (ii) identification of auditor;
      3. (iii) auditor’ssignature date;
      4. (iv) Board approval date;
      5. (v) set out Directors' responsibility with regard to the preparation of financialstatements;
    7. Conflicts of Interest

    any conflicts of interest issues that arose in addition to any steps the Board takes to ensure Directors exercise independent judgment in considering transactions and agreements in respect of which a Director or executive officer has a material interest; and

    8. Board of Directors

    whether or not the Board, its committees and individual Directors are regularly assessed with respect to their effectiveness and contribution.

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