1. Definition
Corporate governance refers to the systems, principles and
processes through which companies are directed and controlled. In
many jurisdictions, corporate governance framework often arises not
from legislation, but from soft law. Soft law reflects the
guidelines and principles that are not binding but widely followed
due to the regulatory expectations or market pressure. In Bahrain,
the Corporate Governance Code (the "Code") was first
introduced by the Minister of Industry and Commerce in Resolution
No. 19/2018 and later amended through Ministerial Resolution No.
91/2022. The Code applies primarily to joint-stock companies (both
public and private). It operates on a "comply or explain"
basis wherein companies must either follow the outlined provisions
in the Code or justify deviations. Despite being non-binding, the
Code's principles influence judicial assessments, regulatory
scrutiny and boardroom behaviour, effectively turning best
practices into
