Corporate Governance

Good governance remains an integral part of the way in which the company operates

We believe that transparency and accountability are essential in order for our company to thrive and succeed in the short, medium and long terms.

1.      Key aspects of the company’s governance framework is reflected across all of its levels and divisions, starting from the organizational structure, board of directors, and executive management down to the  monitoring, internal control, compliance, and risk functions. The governance framework permeates down to the day – to – day operations of the company.   The board considers it an important priority for the governance framework   to function effectively and continuously. The board believes that corporate governance is a key element of the company’s culture. In view of the latter, the board of directors has adopted a comprehensive governance framework which includes policies and guidance designed to achieve a suitable balance a between performance and suitability in order to enable the company to effectively carry out its commercial and industrial activities  

2.     Board

The Board consists of five members and is responsible for achieving the goals of the shareholders overseeing executive management’s performance.

3.     Board members

          

Position

Members of the Board

Chairman  (Non-Executive)  

Musaed Al Holy

Vice Chairman  (Executive  Member)

Tarek Al Mousa

Independent  Member

Fawzy Al Mudhaf

Non-executive  Member

Khaled Al Mousa

Non-executive  Member

Nader Sakeen

BOD & BOD’s Committees Secretary

Hamed Nasr

 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
4.     Committees

The Board of Directors has established the following specialized committees which provide support and recommendations to support the Board in carrying out its tasks. The Board has created these committees and approved the adoption of their charters and powers.

4.1 The Audit Committee

The Committee aims to ensure the objectivity and integrity of the financial reports of the Company, verify the adequacy and effectiveness of the internal control systems applicable to the Company and promote a culture of compliance within the Company. The Audit Committee consists of three members of the Non-Executive Board members. Committee members include an independent member. The Chairman of the Board should not be a member of the Committee. The Committee members are:

          

Position

Members of the Committee

Chairman of the Committee

  Khaled Al Mousa,

Non-Executive Member

Committee Member

 Fawzy Al Mudhaf,

Independent Member

Committee Member

 Nader Sakeen,

Non-executive Member

 

 




 

 

 
 
 
 
 
 
 
 
 
 
 
4.2 Risk Management Committee

The Committee aims to develop strategies and risk management policies and regulations, consistent with the Company's risk appetite. Members of the Committee includes three of the Board members, the Committee is chaired by a non-executive board member. The Chairman of the Board should not be a member of the Committee. The Committee members are:   

     

Position

Members of the Committee

Chairman of the Committee

Nader Sakeen,

Non-Executive Member

Committee Member

Fawzy Al Mudhaf,

Independent Member

Committee Member

Tarek Al Mousa, Executive Member

                                                           


 

4.3 The Nomination and Remuneration Committee

The Committee aims to prepare recommendations on nominations for board members and executive management as well as provide recommendations for policies and regulations governing compensation and bonuses. Members of the Committee include three members of the Board. Membership of the Committee should be held by at least one independent member and the Committee is chaired by a non-Executive Board member. As shown below: 

 

Members of the Committee

Chairman of the Committee

Musaed Al Holy, Chairman of the Board

Committee Member

 Fawzy Al Mudhaf,

 Independent Member

Committee Member

 Nader Sakeen,

Non-executive Member

 
 
5.     Internal Control System

The Company has an effective system of internal controls that is based on policies, regulations, and authority matrix approved by the Board, which cover the Company's operations, is adhered to by management, and is monitored by the Internal Audit and Risk Management departments .

6.     Internal Audit

There is an independent internal audit department in the Company that reports to the Audit Committee of the Board of Directors. The Internal Audit department provides assurance and advisory services to assist the Company in achieving its objectives, improve its operations and adding value to the Company in accordance with the international standards stipulated by the Institute of Internal Auditors (IIA).

 

7.     Risk Management

The company has an independent risk management department that reports to the Risk Committee of the Board of Directors. The Risk Department works on identifying, measuring, and monitoring the risks that the Company is exposed to.

8.     Compliance

The Company has a compliance department that reports to the Board of Directors. The Compliance department ensures that the Company is committed to the relevant laws and regulatory requirements and to follows up on the Company’s disclosure to regulatory authorities.

9.       External Audit

The Audit Committee provides recommendations to the Board of Directors for the appointment and re-appointment of the external auditor and verifies their independence and ensures that they do not engage in any additional work that may affect their independence.  The General Assembly of the shareholders has appointed RSM Albazie Office as the external auditor of the Company.

 

10.    Disclosure and Transparency

The Company is committed to applying the highest standards of transparency. The Board of Directors has approved disclosure and transparency policies and procedures to ensure the timely provision of accurate information to shareholders and stakeholders. The compliance department implements the disclosure and transparency policies in coordination with departments within the Company as well as the Parent Company, ensuring the disclosure of accurate information on a timely basis. The Company submits disclosures to the Capital Markets Authority and Kuwait Boursa. These disclosures are also published on the Company’s website.

 

11.    Shareholders’ and Stakeholders’ Rights

The Company is committed to protect the rights of its shareholders and stakeholders. The Board of Directors has approved policies that ensure the protection of the rights of all shareholders and that allow the shareholders to exercise their rights as stipulated in the Companies Act and the instructions of the Capital Markets Authority, which includes the following:

1.      Booking the value of ownership in the Company's records.

2.      Disposing of the shares, registration, transfer and / or conversion of the stock ownership.

3.      Obtaining an agreed-upon share of dividends.

4.      Obtaining a share of the Company's assets in case of liquidation.

5.      Obtaining data and information related to the Company’s activities, operations and investment strategy on a regular and facilitated basis.

6.      Participating in the General Assembly meeting of shareholders and voting on its decisions.

7.      Electing the Board of Directors.

8.      Monitoring the Company's performance in general and the Board of Director’s in particular.

9.      Holding the Board of Directors or executive management accountable for their actions, and, issuing a liability claim against them in case of their failure to perform the tasks assigned to them.

 

12.  Investor Relations

The Investor Relations department of the Company communicates with the investor community on a regular basis. There are regular meetings being held by management with the stakeholders and shareholders in accordance with the investor relations program that is approved by the Company. Management receives all inquiries and questions from shareholders and then responds to them. The Company publishes all financial results, company news, annual reports, and invitations for meetings of the General Assembly of the shareholders on the Company's website.  For more details, please visit the Investor Relations section on the Company’s website.

13.    Social Responsibilities

The Company is committed to promoting sustainable development on behalf of society, in general, and its employees in particular. The Company has a policy of social responsibility that has been approved by the Board of Directors to ensure its contribution to the achievement of sustainable economic and social development. For more information about the social responsibility programs and contributions of our Company, please visit the Social Responsibility section on the Company’s website

 

14.   Code of Conduct

The Board of Directors seeks implement the highest code of conduct and ethical standards. The Company has prepared a number of policies and procedures that support the latter goal. These include rules covering the following:

·        Code of Conduct

·        Related Party Transactions

·        Conflicts of Interest

·        Confidentiality and security of information

·        Whistle blowing

 

 

14.1    Code of Conduct and Professional Ethics

The Board of Directors has approved the Code of Conduct and Professional Ethics policy which clarifies the standards that must be adhered to by all members of the Board of Directors, employees and related parties in their dealings in a manner that contributes to the establishment of honesty, integrity and ethical behavior in all dealings, whether within or outside the Company. It can be found in a copy of the policy on Code of Conduct and professional and ethical behavior on the following link.[RB2] 

 

14.2    Related Party Transactions

 

The Board of Directors has approved the policy for transactions with related parties. This policy sets out the guidelines for executing such transactions and the mechanism that is adopted and disclosed in accordance with international standards and the Company's Articles of Association and instructions issued by regulatory authorities.

 

14.3    Conflict of Interest

 

The Board of Directors has approved a policy to deal with conflicts of interest and the corresponding mechanism for follow-up and disclosure of such matters in a manner consistent with the laws and the requirements of regulatory authorities. It requires the employees not to abuse the Company's resources or misuse their power and authority for their own self-interest or against the interests of the Company.  The Company’s policy clarifies that the responsibility and oversight for implementing the conflict of interest policy occurs through the internal audit department, risk management department and the audit and risk management committees in the Company.

 

14.4    Confidentiality and security of information

 

The Board of Directors, executive management and employees are committed to maintaining the confidentiality of the information and data related to the Company and its stakeholders’ with respect to  customer, supplier and employee information, in accordance with the rules stipulated in the laws and instructions issued by regulatory authorities in this regard. The Company applies information security policy and procedures to protect the security of information.