About the Board of Directors
The following list includes a brief about members of the Board of Directors and contains information such as the date of appointment and the educational and professional experience of each member in addition to their position in the Board.
Composition of the Board of Directors:
EXPERIENCE
APPOINTMENT
Business
Administration
and investment sectors in
the global and Kuwaiti markets
Vice Chairman & Group CEO
& Bachelor’s degree in Mechanical Engineering
finance, energy, industry, Sectors of tourism and maritime transport
and Accounting
Independent
– Accounting Major
audit and finance
– Finance Major
Board of Directors’ Meetings:
13/2/2019
2/5/2019
31/7/2019
6/11/2019
9/12/2019
18/12/2019
ATTENDED
Chairman
Vice Chairman and Group CEO
Mamari
Independent
The table includes all Board meetings held during 2019
Management of Board Meetings
The Secretary of the Board of Directors has an essential and influential role in managing companies in an effective and highly efficient manner. The Board Secretary is responsible for assisting the Chairman in all matters relating to the Board, including coordinating, organizing and attending Board meetings, ensuring compliance with all relevant regulatory requirements, preparing the agendas and sending invitations to Board meetings. The Board Secretary provides the members of the Board with the agenda at least three working days prior to the Board meeting, excluding emergency meetings. All decisions and discussions of Board members are documented, in addition to the results of voting sessions at Board meetings. The Board Secretary is the custodian of all documents relating to Board affairs. The Board Secretary also ensures compliance with procedures adopted by the Board, which relate to providing information to members, committees and executive management, under the supervision of the Chairman. The Board Secretary obtains approval by the Board to distribute decisions to the concerned departments for implementation and follows-up on the implementation of the Board’s resolutions.
In addition, the Board Secretary carries out the same responsibilities with regards to the Board Committees which include the preparation and issuance of agendas and invitations to meetings as per the approval of the Chairman of the Committee and providing the supporting documents to each member of the Committee.
These procedures include recording the attendance of members at all meetings, preparing the minutes for each meeting of any committee and presenting it to the chairman of the concerned committee and its members for approval.
The Board Secretary helps the new members of the Board of Directors and provides them with support through an induction program that includes information about the company, the responsibilities of the Board and its committees and the executive management and the duties related to these jobs.
In addition, the Board Secretary offers a glimpse into the Group’s operations and results, meetings with executive management and the budget and business plan throughout the year.
Rule II: Establish Appropriate Roles and Responsibilities
The roles and responsibilities of the Board of Directors and executive management
In accordance with the Company’s Memorandum and Articles of Association, the Board of Directors has been delegated with the responsibility for the effective leadership of the Company in order to raise its value in a profitable and consistent manner. The corporate governance framework includes charters defining the responsibilities of the board of directors, its members, and its committees.
The Board formed committees in accordance with the charters which define the duration of the Committee, its authorities and responsibilities, and the manner of the Board’s oversight thereof. The charters also include the committees’ functions, rights and duties. The board also evaluates the performance of these committees and their members. The committees must report to the board the results and decisions with absolute transparency.
The Board is the key decision maker in the areas of strategy, policy, planning, finance, auditing, governance, compliance, risk management and internal control. The Board aims to ensure fair treatment of all shareholders, in accordance with regulatory requirements. In addition, the board ensures that transparent procedures for regulating the relationship with shareholders are in place.
The executive management is appointed by the Board of Directors. The Board selects members of the executive management based on competencies and capabilities that ensure that the Company’s strategy is consistent with the expected performance to maximize stakeholders value. Therefore, the executive management follows the policies and regulations adopted by the Board. The Board holds periodic meetings with the executive management to discuss the operations, obstacles and opportunities.
Accordingly, performance standards are set for executive management consistent with the company’s objectives and strategy.
Each member of the Board and executive management acts in the best interests of shareholders, the Company and all other stakeholders, in compliance with the Code of Conduct of the Board and the Executive Management.
The Company has detailed the responsibilities of the Board of Directors including independent, executive and non-executive members. In addition, responsibilities and duties of the Board Committees and the Executive Management have been defined.
Board Achievements in 2019
- Approval of the company’s financial statements for 2019 and recommending a dividend of 33 fils.
- Approval of the company’s annual dividend policy recommendation of 33 fils per share as a minimum, for a period of three years starting from the distributions for the year 2019 (this recommendation is subject to the approval of the General Assembly). The importance of the dividend policy is summarized by influencing the trends of investors and their desire to obtain regular returns. It affects the company’s capital structure and the method of financing its investments. It also affects the company’s cashflows, its liquidity and its future growth rate, as well as the cost of the company’s sources of funds. The ideal distribution policy works to balance the current dividend and future growth that supports the share price.
- Monitored and implemented a number of technicalprojects related to the company’s strategy and vision.
- Review and approval of the company’s policies and procedures.
- Approved a number of facilities to ensure the continued operation of the company and its subsidiaries.
Board Committees
As the company’s business continues to evolve, the Board of Directors constantly faces increasing challenges in managing various issues. Accordingly, the Board relies on its committees and concerned departments to make decisions that maximize the rights of shareholders and stakeholders. While some issues require approval by the entire Board, some can be reviewed and approved more efficiently by the committees, as the members of these committees have experience in the relevant fields. The Board has delegated specific responsibilities to three committees, in accordance with the executive bylaws of the Capital Markets Authority, to enhance its operational efficiency. All decisions taken by the committees are submitted to the Board for approval and to take the necessary measures and allocate responsibilities to the relevant executive departments. The following is a summary of each of the Board Committees.