Corporate Governance
Remuneration Report
Remuneration Report for the Board of Directors and Executive Management
Summary of the Company’s Remuneration and Incentive Policy
This section provides a summary of the Company’s remuneration and incentive policy, particularly as it relates to the Board of Directors and Executive Management.
The Board of Directors is responsible for establishing the remuneration policy, which lays the foundation for compensation structures for the Board, Executive Management, and senior managers. Aligning this policy with the Company’s objectives and performance is of critical importance. This policy reflects the Company’s strategic goals, taking into account principles of operational integrity and financial prudence, and forms an integral part of the overall corporate governance framework. The Board Nomination and Remuneration Committee (BNRC) oversees the implementation of this policy, as delegated by the Board of Directors.
The Company’s remuneration policy is based on the following principles:
- Linking rewards to the degree of risk undertaken, exercised with responsibility and prudence.
- Attracting and retaining top talent.
- Ensuring internal equity within the Company and external competitiveness.
- Benchmarking performance levels against the market using analyses from specialized remuneration consultancies.
- Ensuring transparency in the allocation of rewards.
- Linking remuneration to performance indicators for Board members, Executive Management, and senior managers.
- Ensuring consistency with the Company’s strategy and objectives, both short-term and long-term.
- Aligning remuneration with the experience and qualifications of employees at all levels.
The policy determines the remuneration system in accordance with the objectives of the Company, shareholders, and stakeholders, reflecting best practice principles in corporate governance. It is adapted to the Company’s structure and circumstances, based on relevant regulatory requirements.
Implementation and Review of the Remuneration Policy
- The BNRC plays a central role in overseeing the implementation of the remuneration policy.
- Annual reviews are conducted to ensure alignment with regulations issued by the Capital Markets Authority (CMA).
- Proposed amendments are presented to the Board of Directors for approval, demonstrating the Company’s commitment to transparency and accountability.
- The remuneration policy is regularly updated to remain consistent with the Company’s strategy and risk framework approved by the Board.
Alignment Between Strategy and Performance Indicators
- The remuneration policy is based on key performance indicators (KPIs) derived from the Company’s overall strategy, as approved by the Board.
- Executive Management implements the strategy and reports periodically to the Board to ensure continuous alignment with the Company’s objectives.
Board of Directors Remuneration
Maximum Remuneration
Board members’ remuneration shall not exceed 10% of net profits after taxes, interest, depreciation, and reserves, with a distribution to shareholders of at least 5% of capital, or the higher percentage stipulated in the Articles of Association.
Approval
Remuneration is presented to the Annual General Meeting for approval, based on BNRC recommendation and Board approval.
Fiscal Year 2025
Board remuneration amounted to KWD 652,775, pending shareholder approval at the Ordinary Annual General Meeting.
Executive Management Remuneration
Fixed Remuneration
- Based on the nature of job responsibilities and the defined career path for each executive.
- Salary scales reflect the value of each position within the Company.
- Reviewed annually by the BNRC in coordination with Human Resources to ensure alignment with market conditions and Company performance.
- Includes salaries, allowances, benefits, and end-of-service entitlements, in accordance with approved structures and policies.
Variable Remuneration
- Linked to achieving pre-defined financial and non-financial objectives.
- Designed to incentivize Executive Management based on individual and company-wide performance.
- Components include:
- Annual variable pay: awarded based on annual performance.
- Multi-year variable pay: linked to long-term objectives, such as stock-based incentives under the Company’s incentive programs.
Balance Between Fixed and Variable Pay
- The Company maintains a balance between fixed and variable pay to ensure financial sustainability.
- Ratios are reviewed annually by the Board based on BNRC recommendations, with the possibility of reducing variable pay in case of unsatisfactory financial performance.
Commitment to Good Governance
The Company is committed to embedding transparency and sound governance within its remuneration framework, reflecting its dedication to maintaining a balanced and sustainable relationship between performance and rewards.
Remunerations and benefits of Members of Board of Directors
| Total number of members | Remunerations and benefits through the parent | Remunerations and benefits through the subsidiaries | |||||
|---|---|---|---|---|---|---|---|
|
Fixed remuneration and benefits (Kuwaiti Dinar) |
Variable remuneration and benefits (Kuwaiti Dinar) |
Fixed remuneration and benefits (Kuwaiti Dinar) |
Variable remuneration and benefits (Kuwaiti Dinar) |
||||
| Health insurance | Annual remuneration | Committees’ remuneration | Health insurance |
Monthly salaries (total of the year) |
Annual remuneration | Committees’ remuneration | |
| 10 | 652,775 | 47,700 | |||||
Total remunerations and benefits granted to five senior executives who have received the highest remunerations. This is in addition to the Chief Executive Officer and the financial manager or their deputy, if not included *
| Total number of members | Remunerations and benefits through the parent company | Variable remuneration and benefits (Kuwaiti Dinar) | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Fixed remuneration and benefits (Kuwaiti Dinar) | Variable remuneration and benefits (Kuwaiti Dinar) | Fixed remuneration and benefits (Kuwaiti Dinar) | There are no material deviations from the remuneration policy approved by the Board of Directors. | |||||||||||||
| Monthly salaries (total of the year) | Health insurance | Social Security | Annual tickets | Housing allowance | Transportations allowance | Health Club Allowance | Children’s education allowance | Annual remuneration | Monthly salaries (total of the year) | Health insurance | Annual tickets | Housing allowance | Transportation allowance | Children’s education allowance | Annual remuneration | |
| 5 | 1,063,548 | 2,770 | 3,795 | 11,562 | 118,320 | 34,560 | 1,860 | 9,000 | 2,683,646 | |||||||
There are no material deviations from the remuneration policy approved by the Board of Directors.