Corporate Governance
Disclosure and Transparency
Rule VII: Ensure Timely and High-Quality Disclosure and Transparency
Disclosure mechanisms and characteristics
As a listed company in the premier market in Kuwait, Zain ensures transparency through timely and high-quality disclosure, in accordance with corporate governance rules set by the Capital Markets Authority (CMA). Here are specific actions the company takes in this regard:
- Forming of a disclosure team: Dedicated corporate governance and investor relations teams are responsible for overseeing the company’s disclosure and transparency processes. The team works with various departments to ensure accuracy and timeliness, including the BOD, legal, finance, and the whole executive team. The team is responsible for supervising the disclosure process in accordance with the requirements of the CMA to ensure full compliance by the company with the instructions contained in Module Ten of the CMA’s executive bylaw on disclosure and transparency. Accordingly, the Corporate Governance and Compliance Department works to provide any clarifications related to disclosure requirements. This department is the main point of contact responsible for communicating with and responding to the inquiries of the CMA and the relevant regulatory authorities.
- Development of a Disclosure Policy: Crafted a comprehensive disclosure policy that aligns with CMA regulations. This policy defines material information, disclosure timelines, responsible parties, and communication channels. The policy is easily accessible to all employees and stakeholders as it is available on the website. It ensures the accurate, realistic, and timely disclosure of all material information related to the company, including financial position, performance, ownership, and corporate governance. The policy aims to enhance the company’s ability to comply with the rules, laws, and instructions issued by the CMA and other relevant regulatory bodies while ensuring fairness and equality in providing the right to access that information. The policy defines a framework for the proactive disclosure of information related to the company. It emphasizes achieving a balance between the confidentiality required by our customers with the information needed by stakeholders such as shareholders, regulators, and analysts. This policy defines the principles and requirements of transparency and the types of information that will be disclosed to ensure that stakeholders are treated fairly. The Board monitors the disclosure process and communicates with internal and external stakeholders. A set of the company’s internal policies has been published on the official website after the approval of the company’s Board providing a clearer picture of the company’s internal processes, policies and procedures, which leads to a deeper connection with shareholders and other stakeholders and reaching the highest levels of trust with different groups of stakeholders.
- Identification of Material Information: Clearly defined what constitutes material information according to CMA guidelines and developed internal procedures to quickly identify such information and ensure its prompt disclosure.
- Disclosure Channels: Zain utilizes approved channels for disclosing information, such as CMA email correspondence, Boursa Kuwait portal and the company’s official website. Zain ensures that the information is accessible to all stakeholders, including international investors.
- Timely Disclosure: The company adheres to CMA’s guidelines on timely disclosure. Material information should be disclosed as soon as it becomes available, ensuring that all stakeholders receive the information simultaneously.
- Financial Reporting: Zain prepares and publishes financial statements in line with International Financial Reporting Standards (IFRS) and CMA regulations. This includes quarterly and annual reports, which provide a clear and accurate view of the company’s financial performance and position.
- Consistency and Accuracy: We ensure that all disclosed information is consistent across various communication channels as accuracy is crucial to maintain investor trust.
- Whistleblower Mechanism: Zain implemented a confidential mechanism for employees and other stakeholders to report potential violations of transparency or unethical behavior. This encourages early detection and rectification of issues.
- Internal Controls: Zain established robust internal controls and procedures to verify the accuracy and completeness of disclosed information. We also conduct periodic reviews of these controls by an independent third party to identify and address any gaps.
- Disclosure Calendar: The company has a disclosure calendar that outlines the expected timing of regular and ad-hoc disclosures throughout the year. This helps with planning and coordination with all internal and external stakeholders.
- Insider Trading Policies: Zain enforces strict insider trading policies. Company insiders must adhere to trading windows and obtain pre-clearance before buying or selling company shares. In addition, Zain maintains a permanent record of the insider’s trades. Accordingly, Boursa Kuwait is obligated to receive the insiders’ watchlist and to verify that the people whose names appear in that list comply with the provisions of applicable laws and regulations when trading in securities. Boursa Kuwait is also obligated to consider the adherence of the insiders of the listed company not to trade during the prohibition periods indicated in the regulations and to announce all disclosures received accordingly.
- Investor Relations: The team maintains active and transparent communication with investors and provides updates on company performance, strategy, and other relevant matters through press releases, investor presentations, and conference calls.
- External Audit: Zain works with a reputable external auditor (KPMG) to independently verify the accuracy of financial statements and disclosure practices.
- Annual General Meetings (AGMs): Zain conducts AGMs as required by CMA rules. These meetings provide a platform for shareholders to engage with management, ask questions, and express concerns.
- Ethical Culture: The company fosters an ethical culture where transparency is valued and encouraged at all levels of the organization.
- Continuous Improvement: The team regularly reviews and updates disclosure and transparency practices to align with evolving CMA regulations and industry best practices. By implementing these strategies, our company demonstrates its commitment to transparency, meets CMA requirements, and fosters investor confidence in the Kuwaiti market. Zain ensures that all stakeholders are on board with the principle that transparency is an ongoing effort that requires dedication and vigilance.
- Data protection and privacy policy: The company is legally and ethically obligated to protect customer information to ensure that it is not misused in a way that harms the customer’s interests or the company’s reputation. All employees are responsible for protecting customer information and not disclosing any information they are not authorized to disclose, following the relevant regulatory requirements. All employees are fully aware of all policies related to data protection, distribution, transmission, preservation, or disposal.
- Disclosure archive: All public disclosures are posted on the company’s website; with the approval of the Corporate Governance and Compliance Department and in cooperation with the Corporate Communications and Investor Relations Departments, the company utilizes its website to communicate with stakeholders (shareholders, investors, customers, regulatory authorities, etc.) and distribute company information that is required to be published. The information available on the website includes annual reports, quarterly reports, financial information, and market disclosures (for more than 15 years) and other information.
- Disclosures record for the Board of Directors and Executive Management: The company keeps a comprehensive record encompassing all disclosures made by its Board members and Executive Management. This record is consistently updated to align with the latest disclosures, ensuring utmost accuracy. Additionally, the company upholds a record containing disclosures from insiders. All such vital information and disclosures are stored within an internal electronic library. This platform ensures seamless accessibility to relevant parties at the required moments. Notably, the company’s official website features an archive comprising all market disclosures made by the company over the past thirteen.
Investor Relations (IR)
Zain is committed to providing information and reports to shareholders and potential investors through the Investor Relations (IR) department. The Board has approved an IR policy that confirms compliance with applicable laws, rules, and instructions, that covers all employees of the company and the company’s board of directors. The IR policy includes all means of communication with shareholders, potential investors, analysts, and the media; this includes annual and quarterly reports, news, prospectuses, memoranda for shareholders, press releases held by official spokespersons, and information on the company’s website.
The most important principles of this policy are protecting shareholders’ rights, communicating with shareholders, and issuing disclosures to shareholders. Accordingly, important information is made available to shareholders through appropriate means of disclosure such as periodic reports, annual reports, the company’s website, Boursa Kuwait website, quarterly communication with analysts and relevant conferences, etc.
The responsibility for implementing this policy lies with the employees of the IR Department, in addition to other stakeholders in the company. This department plays a vital role in ensuring the protection of shareholders’ rights by the company. The IR department includes multiple competencies and expertise, which ensures easy and continuous communication with shareholders, potential investors, analysts, and the media.
The main objectives of Investor Relations
- Establish consistent and reliable communication channels with investors in compliance with relevant regulations and laws, including those issued by the CMA and the Commercial Companies Law of the State of Kuwait
- Strengthening the company’s position in the market and attract shareholders and investments
- Establish a link between executive management and the financial community to strengthen the relationship of executive management with analysts and stakeholders
- Provide financial and non-financial information related to the company to the Board of Directors, executive management, shareholders, and analysts.
Following the disclosure of the financial statements, the IR department organizes a call between Executive Management and analysts to discuss the results of the company’s financial statements and open the door to any inquiries that analysts may have regarding the company’s performance. The transcripts of these calls are available on the company’s website to be a reference for shareholders and the public in both Arabic and English.
The IR team and Executive Management attend IR conferences to attract potential investors’ interest and hold individual meetings with local and international potential investors and existing shareholders. All executives attending these conferences are fully prepared to answer any questions or inquiries raised during the meetings, provided that these meetings meet all relevant regulatory requirements.
The IR department is responsible for assembling the company’s annual report, including requesting input from relevant departments. In addition, the IR team reviews the content received from these departments and ensures its consistency with the company’s strategy and approved public image.
Key highlights of the year 2025 for the Investor Relations Department:
- Successful management of two General Meetings (one AGM and one EGM), with both meetings achieving strong shareholder participation and high quorum levels, reflecting effective governance and engagement.
- Supported the implementation of IAS 29, ensuring the alignment of financial reporting with International Financial Reporting Standards (IFRS).
- Successful end-to-end management of the dividend distribution process across three payment cycles during the year (25 fils in May, 10 fils in September, and an additional 25 fils in November), ensuring full compliance with governance requirements, accurate disclosures, and timely execution.
- Successful revamp of the Investor Relations website and corporate presentations, enhancing communication with stakeholders, and supported Zain’s operating companies (OpCos) in upgrading their IR websites in line with best practices.
- Nominated in two prestigious categories at the Middle East Investor Relations Association (MEIRA) Awards, “Best IR Corporate in Kuwait” and “Best IR Professional,” reflecting Zain’s continued commitment to IR excellence and effective stakeholder engagement.
IT infrastructure and disclosure processes
- The Capital Markets Authority has launched an enhanced XBRL Electronic Disclosure System, covering financial statements, capital adequacy reports, market disclosures, and general assembly requests. The XBRL Electronic Disclosure System enhances transparency, accuracy, and compliance by standardizing financial reporting. It automates processes, reducing manual efforts and submission time. The system improves data accessibility, strengthens regulatory oversight, and fosters investor confidence. By streamlining disclosures, it modernizes financial reporting, creating a more efficient, competitive, and transparent investment environment in Kuwait.
- The company’s website includes all the disclosures that date back more than 15 years. The website also includes periodic financial reports, analyst reports and other facts and indicators.
- The website contains information about the Board, executive management and the company’s code of conduct, and the main principles and values that support the company’s operations.
- Zain IR App: Developed in 2017, it is a comprehensive platform that caters to all IR activities and publications of the company. The Zain app primarily focuses on disseminating key information to stakeholders, such as company financials, shareholders’ presentations, earnings calls and management transcripts. Additionally, it provides updated share price information, dividend details, and analysts’ consensus to ensure investors are well-informed about Zain’s performance. The app also features an updated calendar that lets users track all the upcoming events related to Zain, ensuring that they do not miss any significant announcements. The Zain IR App is a crucial tool. It enhances the transparency and efficiency of all IR activities, ultimately leading to better communication with investors and greater value creation for all stakeholders.
- The CMA is addressed by e-mail (in addition to mail) to provide the required information and disclosures.
- Communication with the CMA takes place through the CMA’s electronic portal, which was established to facilitate the transactions of the entities covered by its supervision and enhance and raise work efficiency in an electronic environment.
- The company submits all required documents, such as the company’s annual financial statements, the request, and other requirements necessary for holding the AGM, through the online platform provided by Kuwait Clearing Company. Moreover, all requests and inquiries by stakeholders are also received electronically by the Ministry of Commerce. Additionally, the platform facilitates other procedures and services.
- As listed in the Premier Market, Zain uses the electronic system provided by the Kuwait Clearing Company to hold its AGM and enable the companies’ shareholders to participate in the shareholders’ meetings without attending in person.
- The company’s intranet includes an electronic library that contains all the details and information, which are easily accessible at any time with the correct credentials.
