Rule III: Recruit Highly Qualified Candidates for the Members of a Board of Directors and the Executive Management
About the Board of Directors
Ahmed Tahous Al Tahous – Chairman
Ahmed Al-Tahous is the Chairman of the Board of Directors of Zain Group. He holds a bachelor’s degree in Business Administration with a specialization in Economics from Kuwait University. Al-Tahous has over 34 years of experience in the banking and investment sectors internationally and in Kuwait. Al-Tahous is the executive director of marketable securities at Kuwait Investment Authority (KIA), the oldest sovereign wealth fund in the world. Al-Tahous has served as a representative of the KIA on the board of several companies and banks previously. For instance, Al Tahous was the Chairman of the Board of Directors of the Touristic Enterprises Company, and he was a member of the Board of Directors of the Industrial Bank of Kuwait, the Jordanian Housing Bank and the Real Estate Group.
Bader Nasser Al-Kharafi - Vice Chairman and Group CEO
Bader Al-Kharafi is one of the most active business leaders in the Middle East and Africa, with an exceptional record in business development and consultancy projects for large firms and international organizations. Al-Kharafi holds the presidency and membership of several Boards in industrial and banking sectors. Bader holds an Executive MBA from London Business School and holds a bachelor’s degree in Mechanical Engineering from Kuwait University. Al-Kharafi is the Chairman and Managing Director of Kuwait based Gulf Cables & Electrical Industries KSC, a Board Member of Foulath Holding B.S.C., a Board Member of Refreshment Trading Company (Coca-Cola), and a Board Member of Gulf Bank. Al-Kharafi was appointed to the Middle East Advisory Board of Coutts, the wealth division of the Royal Bank of Scotland Group.
Talal Said Al Mamari - Board Member
Talal Said Al Mamari has been a member of the Board of Directors of Zain Group since 15 October, 2017. He holds a Business Administration degree from Duke University - Pittsburgh - Pennsylvania, USA. Al Mamari has been the Chief Executive Officer of Omantel since 29 June, 2014. Prior to his appointment as CEO, Al-Mamari has held several leadership positions at Omantel, most previous as Chief Financial Officer. He has been involved in several major projects and initiatives, including the initial public offering to sell part of the government’s stake in the company, the company’s restructuring project through the integration of fixed telecommunications services, and mobile telecommunications services in one entity, and then the completion of Oman Mobile’s legal merger with Omantel. Talal Al Mamari also led and oversaw the acquisition of Omantel’s 9.84% of the capital of Zain Group, which was completed on 24 August 2017.Talal Al Mamari is a member of the board of directors at a number of investment companies and funds, most importantly, his board membership at Oman Governance Center and Al-Amal Investment Fund.
Mehdi Mohamed Jawad Al-Abduwani - Board Member
Mehdi Al-Abduwani officially joined Zain Group on 13 November 2017. He is a member of the Board of Directors of Oman Telecommunications Company (Omantel). Mr. Al-Abduwani is currently the Adviser to the Group CEO of Oman Global Logistics Group (ASYAD), which includes several governments owned establishment that operate in multiple fields such as ports management, public services, transport, shipping, and posts. He previously worked as the CEO of National Ferries Company (NFC), a subsidiary of Oman International Logistics Group, which specializes in shipping and manages a fleet of high-speed crafts (HSCs) and Ro / Pax vessels. He was selected within the best 100 CEOs in the Arab world, at the “Arab Best“awards in 2017, while NFC received the Arab Best Company award in maritime transport. Mehdi Al-Abduwani has diverse interdisciplinary experience gained over 29 years in domains such as communications, economic planning, banking, corporate management, finance, energy, and the industrial field. He holds a BA in Economics from Yarmouk University in Jordan, a postgraduate degree in development planning techniques from the Netherlands. He also has a significant presence in the management of public shareholding companies, as well as membership of the Board of Directors of Zain Group and Omantel Group, He is the Chairman of the Board of Directors of the Computer Stationery Industry (CSI). He is also a Board Member of several other companies.
Saud Ahmed Abdulkarim Al Nahari - Board Member
Saud Ahmed Al Nahari joined Zain Group on 13 November 2017. He is currently Chief Executive Officer of Port Services Corporation SAOG (Sultanate of Oman). He holds a Postgraduate Diploma in Port Management. He is a Deputy Chairman in Oman United Insurance Co. SAOG and board member in Oman Al Arabi Fund. He has extensive management experience and is familiar with corporate governance systems and a board member licensed by the Capital Market Authority in Oman.
Nigel Kevin Govett - Board Member
Nigel Kevin Govett joined Zain Group Board of Directors on 13 November 2017. As the CFO of Oman Investment Fund (OIF) from 1 October 2014, he has 20 years of experience in the Investment and Finance sectors. Prior to joining OIF, Govett was a Director for EQT Partners, the Swedish based private equity organization with excess of 45 Billion Euros of raised capital. As a senior member of the OIF Investment Committee, Govett has played an active role in several strategic telecom sector initiatives and acquisitions. He sits on the boards of several companies as well as the charity Outward Bound Oman. He is a Fellow of the Association of Chartered Certified Accountants and holds a Bachelor of Arts in History from University of Sunderland, UK.
Abdulrahman Mohammad Ibrahim Al Asfour - Independent - Board Member
Abdulrahman Mohammad Al Asfour joined the Zain Group Board of Directors on 28 March 2018 where he has been appointed as the independent board member ever since. He has expertise in applying IT solutions which he gained as an ERP consultant at EQUATE Petrochemical Company, a global producer of petrochemicals and the owner and single operator of several fully integrated world-class petrochemical complexes in Kuwait, North America and Europe. Moreover, his career included an auditing role in the petroleum industry at the State Audit Bureau of Kuwait where he was assigned. He also served as a board member at WABA medical insurance company. Al Asfour is the Chief Executive Officer of Alpha Group Holding Company. Al Asfour holds a bachelor’s degree in Business Administration with a major in Accounting from Kuwait University. He has also completed multiple certifications in SAP systems in addition to other finance and accounting courses.
Martial Antoine Marcel Caratti - Board Member
Marital Caratti has been a member of Zain Group since 13 November 2017. He joined Omantel in 2015 as Group Chief Financial Officer. Caratti has more than 30 years of experience in the telecom industry in the Middle East and Europe He began his career in 1986 at NCR in France, an Omnichannel technology provider. He continued his career in the telecommunications sector in France, where he served as CFO at a subsidiary of France Telecom from 1992 to 1996.
In 1996, he became France Telecom Group’s Controller of customer branches and Financial Director at Itineris, part of the France Telecom / Orange Group. Between 2000-2006, he served as Vice President of Finance - Content Division at Orange Group France, along with the role of Orange International Finance Vice-President in London. In 2007 he joined KAZ Europe as CFO of EMEA region. Thereafter between 2008 and 2015 Caratti served as CFO for a Tunisian telecom operator. He holds a bachelor’s degree in Finance and Accounting from ESLSCA University in Paris.
Yousef Khaled Al-Abdulrazzaq - Board Member
Yousef Khaled Al-Abdulrazzaq joined Zain Group Board of Directors on 30 May 2018 as a representative of Kuwait Investment Authority (KIA). Joining the KIA in 2006, he is currently an investment manager within the General Reserve Sector under the local equities department. Al-Abdulrazzaq holds office as Board Member and other key roles in several Kuwaiti entities. In 2010, he was involved in the Kuwait Airways privatization project. Since 2005, Mr. Al- Abdulrazzaq has been the Investment Manager in the Private Equity and Local Investment Funds Unit of the KIA . He was a member of the Board of Directors at Touristic Enterprises Company from 2012 until 2019. He also served as a member of the Board of Directors at the Public Utilities Management Company, from 2015 until 2018.
Over the years, Al-Abdulrazzaq has attended numerous accredited training courses and conferences. Al-Abdulrazzaq holds a bachelor’s degree in business administration with a major in Finance from Kuwait University.
About the Executive Management at Zain Group
Scott Gegenheimer - Chief Executive Officer-Operations
Scott Gegenheimer joined Zain Group in December 2012 bringing with him outstanding international experience in the telecom sector, in the USA, Eastern Europe, the Middle East and Africa. His leadership style drives efficiency and effectiveness, with a focus on value creation and business development. He holds a Bachelor of Science degree in Finance and Management from Northern Illinois University and an MBA from DePaul University in Chicago. He has recorded numerous achievements in the telecommunications sector and has presided over many of the telecommunications companies in the Middle East and North Africa. Gegenheimer has also held leadership positions across global and international companies. He was appointed a Board member of the GSMA for the period 2017 to 2018.
Ossama Matta - Chief Financial Officer
Ossama Matta was appointed CFO of Zain Group in June 2010. With more than 20 years of finance and management experience in the Middle East, he attained an MBA from the American University in Beirut and is a Certified Public Accountant. Matta joined the Group in 2004 as the CFO at Zain’s management operation in Lebanon, then known as “MTC touch”. Subsequently Matta was promoted to Chief Financial Officer at Zain Kuwait in early 2008, and thereafter promoted to the role of Zain Group Chief Financial Officer.
Hisham Allam - Chief Technology Officer
Hisham Allam was appointed the role in December 2011 having over 20 years of experience in the fields of information technology and telecommunications. Prior to his appointment, Allam was the Chief Operating Officer of Zain Sudan, having joined the operation in May 2003 as Chief Technology Officer. Allam holds a Bachelor of Science in Electronics Engineering degree from the University of Kent in England.
Kamil Hilali - Chief Strategy Officer
Hilali was appointed Chief Strategy Officer of Zain Group effective March 2018. In this role, Hilali is responsible for the development and implementation of Zain’s corporate and growth strategy, including business development, strategic investments and portfolio management. With 15 years of track record in Strategy, Mergers and Acquisitions, Corporate Development and Portfolio Management, Hilali joined Zain Group in 2011 as Corporate Finance and Business Planning Director. Hilali attained his Master’s in Finance from London Business School (UK), his MBA from Suffolk University (USA) and holds a bachelor’s degree in Industrial Engineering from the National School of Mineral Industry (Morocco). He is also a member of the Board of Directors of INWI Corp, Morocco based telecom operator of which Zain owns a 15.5% stake.
Firas Oggar - Head of Legal
Firas joined Zain Group in November 2017 as Group Head of Legal. With a career spanning over 18 years, Firas has worked for conglomerate organizations in the Middle East and France. Firas has immense experience of senior in-house roles in the Middle East, having had four roles in the position of either head of legal or general counsel since moving on from his private practice career. More recently, Firas has been recognized in 2015 and 2017 as one of the GC Power list: Middle East (formerly the Corporate Counsel 100) by the publication The Legal 500. Firas is a Board member and treasurer of the Association of Corporate Counsel (ACC), Middle East Chapter. Firas is a qualified lawyer before the Paris Bar in France and holds a master’s degree from the University of Paris in International Business Law.
Mohammad Abdal - Chief Communications Officer
Mohammad Abdal was appointed Chief Communications Officer of Zain Group in July 2015, heading three significant divisions within Zain Group: Investor Relations, Corporate Communications, and Corporate Governance & Compliance. Over the past 18 years Abdal has risen rapidly through the organization; playing a key role in various aspects of the company’s success. Abdal is a founding member and Chairman of the Middle East Investor Relations Association chapter in Kuwait and a member of the globally recognized National Investor Relations Institute (NIRI). He graduated in 2001 from Portland State University, Oregon, US with a Bachelor of Science in Business Administration with a double major in Finance & Management Information Systems.
Nawal H. Bourisli - Chief Human Resources Officer
Effective February 2018, Nawal Bourisli was promoted to Chief Human Resources Officer (CHRO) for Zain Group in recognition of her managerial achievements over the past eight years as Director of Zain Kuwait’s HR division, a role she continues to lead. Bourisli joined Zain Kuwait in 2000 and gradually grew within the organization’s HR functions to be appointed Director of Human Resources in 2010. In 2013, she completed a Program for Leadership Development at Harvard Business School.
Nawal oversees the running of the organization’s human capital management and Human Resources Management Systems (HRMS) at Group level and across all Zain operating markets. She is in charge of Zain’s talent and change management strategy, encompassing talent attraction, development, retention and succession management in alignment with Zain’s corporate culture and values. Other responsibilities include managing employee rewards, wellness programs, and employee engagement aiming to make employees happier and more productive.
Jennifer Suleiman - Chief Sustainability Officer
Effective 1 May 2018, Jennifer Suleiman was appointed Zain Group’s Corporate Sustainability (CS) Officer leading and overseeing the CS strategy at the Group level and supporting all Zain’s eight operations in their CS activities. She joined Zain in 1993 initially heading PR and Advertising for 10 years when the company was known as MTC. In 2005, she established the Group CS department and has managed to position Zain as a leader in Sustainability pushing the agenda to see the company grow and embrace CS in all aspects of its digital growth strategy as well as publishing Zain’s Consolidated Sustainability Report and a Thought Leadership Report on an annual basis.
Suleiman is driving the adoption and alignment to the UN Sustainable Development Goals (SDGs) by the organization as well as integrating Planetary Boundaries and Social Thresholds within the measuring of the company’s activities. Suleiman graduated with merit from Washington University in St. Louis, Missouri USA with a degree in Art History and Archeology.
Dr. Andrew Arowojolu - Chief Regulatory Officer
Dr. Andrew Arowojolu was appointed Group Chief Regulatory Officer, effective October 2016. He liaises with Regulatory Authorities across the company’s eightcountry footprint. A seasoned telecom executive with over 25 years of experience and a proven track-record in the telecom industry across the Middle East, Europe, Africa and Asia. Arowojolu joined Zain in 2003 and holds a Doctorate degree (Ph.D.) in Mobile Radio Communications (1994) and an M.Sc., (Distinction) in Microelectronic and Telecommunications from University of Liverpool, United Kingdom (1991) and a B.Sc. (First Class) in Electrical and Electronic Engineering from the University of Lagos (1988).
Venkatesh Jandhyala - Chief Internal Auditor
Venkatesh Jandhyala was appointed Chief Internal Auditor of Zain Group effective April 2014, 10 years after joining Zain. Rising through the ranks within Zain Group, Jandhyala is a dynamic professional with over 24 years of proven leadership track record within telecommunications and consulting firms, having worked in complex business environments in the Americas, Europe, Africa, Middle East & Asia. Jandhyala has a Bachelor of Commerce and Law degrees from Osmania University, Hyderabad, India and has received a scholarship for a dual degree in Master of Science in International Finance and an MBA in Finance and Marketing from the University of Miami, USA. He also has a Chartered/Board Secretary diploma from India.
Abdul Ghaffar Setareh - Chief Risk Officer
Appointed to the role in January 2016, Abdul Ghaffar Setareh is an accomplished corporate executive with over 30 years of operational, engineering, insurance and risk management experience in mobile telecommunications and technology sectors across the Middle East and Africa. Setareh graduated with a Telecommunications Engineering degree from the Ecole National des Telecommunications, Rabat, Morocco in 1984.
Maryam Saif - Chief Diversity and Inclusion Officer
Saif was appointed Group Chief Diversity and Inclusion Officer (CDIO) of Zain Group, effective 12 November 2017. In her role, she is responsible for leading Diversity and Inclusion across Zain with specific focus on Gender Diversity, Internal Innovation and Youth Development. She joined Zain Group in 2013 in Human Resources with a focus on introducing social exchange into HR, which places reciprocity and mutuality at the heart of the employee - Zain relationship. Saif is a member of the British Psychological Society and the Association of Coaching. She is also a Practitioner in Change Management, a Fellow of the Institute of Recruitment Professionals and is qualified to Level 7 Advanced on Coaching and Mentoring received by the Chartered Institute of Personnel and Development. Saif holds a Master’s degree in both Organizational Behavior and Computer Programming from Guildhall University, London having earlier graduated from London Metropolitan University with a degree in Computer Science.
Duncan Howard - Chief Commercial Officer
Duncan Howard was appointed to this role effective July 2014. He oversees all commercial, marketing, branding and advertising areas across Zain’s regional footprint. Howard came to Zain with 20 years’ experience in mobile, television and fixed telecom across the Middle East, Europe and North America. Howard holds an MBA from the Open University, UK and attained a BA (Hons) System Analysis from the University of West of England.
Board Nominations and Remuneration Committee (BNRC)
Please refer to Rule II of this report, which contains all information on the functions and achievements of the Committee as well as the composition and meetings.