Corporate Governance
Board of Directors
About the Board of Directors Composition 2023 – 2026
The following list presents brief information on the members of the Board of Directors, including the date of appointment, each member’s educational and professional background, and the nature of the position held.
| Name | Classification | Education | Professional Experience | Date of Election |
|---|---|---|---|---|
| Osamah Othman AlFuraih
Chairman |
Non-executive | Bachelor’s Degree in Business Administration | 25 years of experience in investments, industrial, banking, aviation, tourism and hotel, and transportation sectors | 11 April 2023 |
| Bader Nasser AlKharafi
Vice Chairman & Group CEO Representing Oztel Holdings SPC Limited |
Executive | Master of Business Administration & Bachelor’s degree in Mechanical Engineering | Industrial and banking sectors, Investment and business sectors, Non-profit institutions, Telecommunications, and mechanical engineering sector | 25 June 2024 |
| Abdulrahman Mohammad Ibrahim AlAsfour | Independent | Bachelor’s Degree in Business Administration – Accounting Major | Technical expertise in the application of IT solutions, audit, and finance | 11 April 2023 |
| Dr. Saad Ahmed AlNahedh | Independent | Bachelor’s degree in Electrical Engineering with a minor in Business Administration – MBA – Doctorate in Finance | Banking governance. Holds leadership positions at the Kuwait Fund for Arab Economic Development and the IILM, Government committees, Energy Research. | 25 June 2024 |
| Ibrahim Said AlEisri
Representing Fajr Al Naseem Co. |
Non-executive | Bachelor’s degree in Commerce (Accounting and Finance) and a Master’s degree in Finance | Financial and investment sectors, telecommunications, oil and gas, infrastructure, water, investment funds, and governance and government boards. | 25 November 2025 |
| Zaki Hilal Saud AlBusaidi
Representing Jawharat Al Jibla Co. |
Non-executive | Master’s degree in Public Administration | 24 years in the civil service sectors, port services, investment, and insurance and communications | 11 April 2023 |
| Atif Said Rashid AlSiyabi
Representing Abeer Al Shuruq Co. |
Non-executive | Bachelor of Engineering in Computer Hardware and Networking Technology | 21 years in information technology, business development, innovative technological solutions and information systems, investment and communications | 11 April 2023 |
| Aladdin Baitfadhil
Representing Danat Al Qiblah Co. |
Non-executive | Bachelor’s degree in Electrical and Electronics Engineering. | 22 years in the information and communication technology sector | 11 April 2023 |
| Nasser Suleiman AlHarthy
Representing Naseem Al Dilta Co. |
Non-executive | Master’s degree in business administration (MBA) | 26 years in the investment, economic, financial, information management, legal and compliance sectors | 11 April 2023 |
| Yousef Khaled AlAbdulrazzaq | Non-executive | Bachelor’s Degree in Business Administration – Finance Major | Audit and investment expertise within the general reserve sector and investment funds | 11 April 2023 |
| Hatmel Farouq AlQadi | Board Secretary | Master of Laws (L.L.M) | Legal Consultancy Telecommunications sector | 12 May 2015 |
Board of Directors Meetings 2025
During the year 2025, the Board of Directors held six (6) meetings in accordance with the controls and procedures set out in the applicable Governance Framework. Board meetings are convened upon invitation by the Chairman of the Board, or by the Vice Chairman in the Chairman’s absence, through any lawfully permitted means, including modern communication technologies approved by the Board. The Chairman of the Board is also required to convene an extraordinary meeting whenever a written request is received from at least two members of the Board.
A Board meeting shall be deemed valid when at least half of the Board members are in attendance. Meetings may be held through modern communication means approved by the Board, in accordance with the arrangements made by the Board in this regard. The Board may pass resolutions by circulation in cases that so require, subject to the unanimous approval of all Board members. Attendance by proxy at Board meetings is not permitted.
The Company affirms its commitment not to hold Board of Directors meetings during trading hours, in order to enhance transparency and ensure equal opportunities among all market participants, in line with best governance practices and the applicable regulations.
The table below sets out the details of the Board of Directors’ meetings held during the year 2025.
| Name | Meeting 1/2025 24/2/2025 |
Meeting 2/2025 12/5/2025 |
Meeting 3/2025 12/8/2025 |
Meeting |
Meeting 5/2025 11/12/2025 |
Meeting 6/2025 18/12/2025 |
Total Meetings |
|---|---|---|---|---|---|---|---|
|
Osamah Othman AlFuraih Chairman |
 |
|
|
|
|
5 | |
|
Bader Nasser AlKharafi Vice Chairman & Group CEO |
|
|
|
|
|
|
6 |
|
Abdulrahman Mohammad Ibrahim AlAsfour Independent |
|
|
|
|
|
|
6 |
|
Dr. Saad Ahmed AlNahedh Independent |
|
|
|
|
|
|
6 |
| Talal Said AlMamari | |
|
|
|
4 | ||
| Ibrahim Said AlEisri* | |
|
2 | ||||
| Zaki Hilal AlBusaidi | |
|
|
|
|
|
6 |
| Atif Said AlSiyabi | |
|
|
|
|
|
6 |
| Aladdin Baitfadhil | |
|
|
|
|
|
6 |
| Nasser Sulaimen AlHarthy | |
|
|
|
|
|
6 |
| Yousef Khaled AlAbdulrazzaq | |
|
|
|
|
|
6 |
| Hatmel Farouq AlQadhi | |
|
|
|
|
|
6 |
| Attendance Percentage | 90% | 100% | 100% | 100% | 100% | 100% |
*Mr. Ibrahim AlEisri was appointed to the Board of Directors on November 25th, 2025 after th eresignation of Mr Talal Said AlMamari .
Management of Board Meetings
Within the corporate governance framework, the Board Secretary plays a pivotal role in enhancing the effectiveness of the Board and ensuring its compliance with legal and regulatory requirements, while supporting the application of leading corporate governance best practices. The Board Secretary plays an essential role in supporting the structured operation of the Board and its committees, ensuring efficient planning, high-quality discussions, and sound decision-making.
The Board Secretary manages the organizational aspects of Board and committee meetings, including coordination with the Chairman to prepare agendas, ensuring that invitations and notices are issued within approved timelines, and distributing supporting documents sufficiently in advance to enable members to review and prepare effectively. The Board Secretary is also responsible for drafting and documenting meeting minutes accurately and objectively, as official records that reflect discussions, resolutions, and voting outcomes, while ensuring their approval, safekeeping, and availability to Board members in accordance with approved frameworks and policies.
The Board Secretary ensures the timely and accurate flow of relevant information to Board members, in compliance with internal policies and regulatory requirements. In addition, the Board Secretary oversees the follow-up of meeting outcomes, documents Board resolutions, and monitors progress of their implementation in coordination with the relevant functions, thereby strengthening accountability and ensuring that Board decisions are translated into practical and executable actions.
The Company affirms its commitment to disclose the results of Board of Directors meetings relating to material information at least fifteen (15) minutes prior to the commencement of the next trading session, in order to promote transparency and ensure equal opportunities among all market participants, in compliance with the relevant laws and regulations.
The Board Secretary also contributes to enhancing Board effectiveness by organizing induction and onboarding programs for new members. These programs provide a comprehensive overview of the Company’s business, governance structure, corporate performance, risk management frameworks, environmental, social and governance (ESG) principles, as well as strategic directions and plans, ensuring that new members are well prepared to perform their duties effectively from the beginning of their tenure.
Furthermore, the Board Secretary oversees the management and maintenance of records related to Board activities, including membership records, committee records, disclosures, and regulatory requirements, in compliance with confidentiality standards and information governance principles. The Board Secretary coordinates with internal and external stakeholders to ensure that all relevant parties are appropriately invited to and attend Board and committee meetings.
As part of continuous development, the Board Secretary closely monitors international developments in corporate governance, emerging regulatory trends, and evolving challenges, particularly those relevant to the telecommunications sector, in coordination with the Corporate Governance department. The Board Secretary also supports keeping the Board informed of sustainability-related developments and applicable legislation, in collaboration with the Sustainability department, thereby supporting alignment of Board activities with the Company’s long-term strategic objectives.
Overall, the Board Secretary is a key enabler in fostering a collaborative institutional environment built on transparency, knowledge, and integration. Through ensuring high-quality documentation, effective communication, and providing guidance and support to the Board, this role enhances the efficiency of decision-making, safeguards Board independence, and ensures alignment of Board activities with the Company’s values and strategic priorities.
The independent member acknowledges that the independence controls are met, and a copy of the declaration shall be attached to the Arabic report.
Rule II: Establish Appropriate Roles and Responsibilities
The roles and responsibilities of the Board of Directors and Executive Management
The Board of Directors is formed in accordance with a structure that reflects the requirements of sound corporate governance and is fully aligned with the rules and regulations issued by the Capital Markets Authority (CMA). The Board consists of ten members, including one executive member and two independent members, with the majority being non-executive directors. This composition is designed to enhance independence within the Board and to ensure an effective balance in the decision-making process, thereby mitigating conflicts of interest and supporting objective oversight of the Company’s activities.
The Board is committed to maintaining its effectiveness and efficiency through a diverse mix of skills and expertise among its members, the adoption of clear succession-planning mechanisms, and compliance with the Company’s Articles of Association. Shareholders, whether natural persons or legal entities, are entitled to representation on the Board in proportion to their shareholding, while the remaining members are elected by the General Assembly through secret ballot. Board members are elected for a three-year term, with independent directors representing no less than 20% of the total Board composition. The Chairman and Vice Chairman are elected by secret ballot, and specialized committees, such as the Audit Committee, Risk Committee, and Nomination and Remuneration Committee, are established to support the Board’s focus on key governance priorities. The Board of Directors is the highest authority responsible for setting the Company’s overall policies, defining its strategic direction, embedding standards of professional conduct and ethics, and overseeing the implementation of environmental, social and governance (ESG) principles. The Board ensures that the executive management operates in compliance with applicable laws, regulations, and relevant international standards, while acting in the best interests of shareholders and balancing those interests with the expectations of other stakeholders.
As part of its oversight responsibilities, the Board monitors the Company’s financial performance, reviews and approves the financial statements, and ensures compliance with applicable accounting standards. The Board also approves the corporate governance framework, including the Code of Conduct, ESG policies, internal control systems, and compliance frameworks, while maintaining the highest levels of transparency and disclosure. This oversight extends to anti-corruption and anti-money laundering policies, reinforcing a corporate culture founded on integrity and compliance.
The Board assumes comprehensive strategic and supervisory responsibilities aimed at ensuring the Company’s sustainability, promoting ethical conduct, and guiding the overall strategic trajectory of the business. It oversees the performance of executive management to ensure that operational activities are aligned with the interests of shareholders and stakeholders and comply with applicable laws and regulations. The Board also defines the Company’s mission, vision, and long-term strategic objectives, approves key initiatives, and oversees enterprise-wide risk management. The Board plays a central role in delegating the execution of the approved operational strategy to executive management, while retaining effective oversight and monitoring to ensure alignment with the Company’s values and objectives. In addition, the Board addresses potential conflicts of interest, reviews and approves related-party transactions, and ensures the existence of transparent and effective communication channels with shareholders. Sustainability and the well-being of the communities in which the Company operates remain key priorities for the Board, supporting the creation of long-term value.
Furthermore, the Board reinforces principles of transparency and accountability through continuous review of financial performance, approval of financial reports, and application of leading disclosure practices. It establishes comprehensive frameworks for combating corruption and money laundering, thereby strengthening a culture of integrity and compliance. Alongside its strategic role, the Board ensures a clear allocation of authorities and responsibilities between the Board and executive management, supporting efficient execution while preserving robust oversight. The integration of ESG standards is an integral component of the Company’s governance framework. The Board ensures that decisions and policies are aligned with sustainability principles, ethical standards, and long-term strategic objectives, thereby creating added value for shareholders, stakeholders, and the wider community. This integrated approach enhances the Company’s ability to achieve sustainable growth and adapt to evolving challenges within an increasingly competitive business environment.
Board acheivements in 2025
In 2025, the Board of Directors continued to fulfill its supervisory and strategic role in a manner that strengthens the Company’s institutional framework and reinforces the principles of sound corporate governance. A number of key achievements were realized, most notably:
- The approval, review, and audit of several policies and regulatory frameworks governing the operations of various departments within the Company, ensuring alignment with the latest legislation and instructions issued by relevant regulatory and governmental authorities in relation to corporate governance, and further enhancing institutional compliance.
- The Board approved the distribution of cash dividends of 25 fils per share for the profits achieved for the period ended 30 September 2025, in addition to interim dividends of 10 fils per share for the first half of 2025, bringing the total cash dividends distributed to 35 fils per share, in line with the Company’s announced annual cash dividend distribution policy.
- The Group held its Extraordinary General Assembly meeting, during which shareholders approved the amendment of Article (5) of the Memorandum of Association and Article (4) of the Articles of Association, in order to keep pace with market developments and align with the Group’s strategic operational plans. The Assembly also approved authorizing the Board of Directors to utilize reserves (optional and statutory) and share premium to address any accumulated losses that may arise from the application of International Accounting Standard (IAS 29) relating to financial reporting in the Republic of Sudan for prior years, when preparing the financial statements for the fiscal year ending 31 December 2025.
- The approval of several facilities and arrangements related to subsidiaries, ensuring business continuity, supporting investment plans, and enhancing operational efficiency at the Group level.
- The approval of a number of strategic acquisition transactions aligned with the Company’s sustainable growth objectives, supporting income diversification and strengthening its competitive position in the markets in which it operates.
- The launch of the advanced fifth-generation network (5.5G Advanced) in Kuwait with comprehensive coverage, serving as a backbone for digital transformation in the country and a key enabler of smart cities and the data-driven economy. In Saudi Arabia, the Company expanded its 5.5G Advanced services by adding new cities to the network.
- Expansion in the digital financial sector, as the Group strengthened its regional presence by launching the “Bede” wallet in Kuwait and Sudan, in addition to Bahrain, facilitating digital payments and electronic transactions and promoting financial inclusion by enabling unbanked segments to access secure and innovative digital financial services.
- Zain Omantel International (ZOI) signed a Memorandum of Understanding to develop the “AAE-2” subsea cable system in collaboration with leading companies from China, Egypt, and Italy.
The project represents a qualitative leap in connecting Asia with Africa and Europe, and reinforces the Group’s position as a strategic connectivity hub linking continents through an integrated terrestrial and subsea
fiber network. - The Group entered the digital insurance sector through the launch of the “Zain Insure” application, in a strategic move reflecting the Company’s direction toward expanding in financial technology. The application is expected to be rolled out in additional markets.
- On the governance and sustainability front, the Group continued to strengthen its position among institutions most committed to best governance practices, achieving notable upgrades in global indices. Its S&P Global ESG score increased to a level above the global telecommunications sector average. The Group also achieved an “A” rating in the MSCI ESG Index and exceeded the global average performance in the FTSE4Good Index, reflecting the successful integration of sustainability and ESG standards into its corporate strategy.