Corporate Governance
Shareholders’ Rights
Rule VIII: Respect the Rights of Shareholders
Summary of shareholders’ meetings during the last three years
| Member | AGM for the year ending on 31/12/2022 | AGM for the year ending on 31/12/2023 | EGM | AGM | AGM for the year ending on 31/12/2024 | EGM |
|---|---|---|---|---|---|---|
| Date | 13/3/2023 | 6/3/2024 | 22/4/2024 | 27/5/2024 | 24/2/2025 | 28/10/2025 |
| Date and time of the General Shareholders Meetings | 11/4/2023 11:00 a.m. | 6/5/2024 11:00 a.m. | 22/5/2024 11:00 a.m. | 25/6/2024 11:00 a.m. | 16/4/2025 11:00 a.m. | 4/12/2025 11:00 a.m. |
| Venue | Zain HQ (in-person) and KCC Live streaming (online) | |||||
| Percentage of Shareholders in Attendance | 80.1% | 77.1% | 81.2% | 76% | 79.2% | 78.4% |
Protection of Shareholders’ Rights
The company is dedicated to upholding equitable shareholder engagement. Furthermore, it is committed to safeguarding shareholder assets against any potential misappropriation by the Board, executive management, or key stakeholders. The company adheres to impartial treatment of all shareholders within the same category, devoid of bias, aligning with corporate interests and in accordance with legal statutes and regulatory frameworks.
The company is committed to providing the following rights to the shareholders:
- Recording the ownership value in the shareholders’ register with Kuwait Clearing Company (KCC)
- Disposal of shares through registration of ownership and/or transfer
- Receipt of cash and share dividends
- Acquiring a share of the company’s assets in case of liquidation (after payment of all debts of the company)
- Obtaining data and information about the company’s business and operational and investment strategy regularly
- Participation in meetings of the General Assembly of shareholders and vote on its decisions
- Election of Board members
- Monitoring the performance of the company in general and the work of the Board in particular
- Accountability of Board members or executive management if they fail to perform the tasks assigned to them
All shareholders, regardless of their ownership size, are treated fairly and without discrimination. This includes providing equal access to information, voting rights, and dividends. As part of the company’s corporate governance framework, the protection of shareholders’ rights policy has been developed to ensure the company’s commitment to respecting and protecting the rights of all shareholders per the relevant laws and regulations. In the provisions of the regulations and instructions issued by the regulatory authorities, this policy applies to the company, its subsidiaries, the board of directors, the executive management, and all employees about their role in protecting the rights of the shareholders.
Zain has open lines of communication with shareholders by regularly holding general meetings where shareholders can voice their opinions, ask questions, and receive updates about the company’s performance and strategy.
Shareholders’ Register at the Kuwait Clearing Company (KCC)
In April 2004, Zain signed an agreement with the Kuwait Clearing Company (KCC) to maintain a record of its shareholders with the KCC. Accordingly, the KCC provides the following:
- Create an index for all shareholders, which includes the names, trading numbers, number of shares and nationalities.
- Update the data according to all trading activities on Boursa Kuwait
- Perform all procedures for transfer of ownership in addition to buy/sell transactions after obtaining all the required approvals from the regulatory authorities
- Track procedures for lost/damaged certificates and the related issuance of new ones
- Distribute cash dividends and stock splits
- Provide the company with shareholders’ balance reports on a daily/monthly basis
- Provide the company with profit reports on a daily/monthly basis
- Provide the company with unclaimed dividend reports monthly
- Distribute outstanding share certificates, issue new shares for heirs, and register them
- Record mortgage transactions on the company’s shares
- Prepare AGM invitations in coordination with the company
- Allow shareholders to obtain the company’s information or documents in compliance with laws and regulations
Shareholders’ voting and participation at the AGM
The company encourages all shareholders to participate in the Annual General Meetings (AGM) and to vote on all resolutions adopted by the Assembly, including the selection of the members of the Board. Any class of shareholders is entitled to attend the meetings of the General Assembly without paying any fees for their attendance. The voting in the General Assembly shall be by secret ballot.
The Board invites all shareholders to the AGM under the laws and regulations. When organizing the general meetings of the shareholders, the company includes the agenda and the date and place of the meeting in the invitation. In addition, the company provides all information related to the agenda items well before the General Assembly, particularly the reports of the Board, the external auditor and the financial statements.
The company encourages shareholders to actively participate in the General Assembly, discuss the issues on the agenda and related inquiries, and ask questions to Board members and the external auditor. The Board or the external auditor shall answer the questions to the extent that they do not jeopardize the interests of the company.
Shareholders are provided with access to all the data contained in the disclosure register of the Board members and Executive Management members without any fees. In addition, shareholders are also entitled to access the minutes of the AGMs.
The company sends out invitations for the extraordinary general assembly meeting at the request of a number of shareholders who own at least fifteen percent (15%) of the company’s capital within thirty (30) days from the date of the request as stated in the relevant laws. In addition, shareholders who own a percentage of five percent (5%) of the company’s capital may add items to the agenda of the General Assembly meetings.
Each shareholder may file a case to nullify any decision issued by the Board or the general assembly (ordinary or extraordinary) in violation of the law, the company’s articles of association (AOA) or the company’s memorandum, or that was intended to harm the interests of the company. In addition, shareholders who own at least 15% of the capital may appeal before the court in the decisions of the ordinary and extraordinary General Assembly, which prejudice the rights of the minority shareholders.
Zain Guarantees the Following Rights for Shareholders:
Proxy Voting: Facilitating proxy voting to allow shareholders who cannot attend meetings to exercise their voting rights. This promotes greater shareholder participation in decision-making. The voting is conducted through a secret ballot. Shareholders can cast their votes whether they choose to attend in person, online, or through proxy.
Dividend Policy: Establishing a transparent dividend policy that outlines how dividends are determined and distributed to shareholders. This ensures that dividends are distributed fairly and consistently.
Right to Information: Ensuring shareholders have access to accurate and timely information about the company’s financial performance, strategy, risks, and corporate governance practices.
Shareholder Education: Providing educational resources to help shareholders understand their rights, responsibilities, and how to effectively engage with the company. The company created the board diversity policy to educate the shareholders about the importance of having a diverse board. A diverse Board with a range of views enhances decision-making, which is beneficial to the company’s long-term success and the interests of stakeholders. When selecting board members, the process is based on factual criteria and there is no discrimination on any personal or physical attributes that would not speak to the person’s ability to perform as a Board member.