Stakeholders’ Rights

At Zain‭, ‬corporate governance represents a comprehensive approach that reflects its commitment to responsibility and sustainability‭. ‬Its practices are not limited to transparency‭, ‬accountability‭, ‬and fairness but extend to a broader vision that considers the interests of all stakeholders‭, ‬not just shareholders‭. ‬With the evolution of governance standards in 2025‭, ‬it has become essential for companies to move toward more inclusive models that ensure a balance between various stakeholders‭. ‬

Zain focuses on promoting fair treatment‭, ‬ensuring effective disclosure‭, ‬and providing communication and engagement mechanisms for all stakeholders‭, ‬including employees‭, ‬customers‭, ‬regulatory bodies‭, ‬suppliers‭, ‬communities‭, ‬and the environment‭. ‬The company‭ ‬is also committed to empowering shareholders to exercise their rights effectively and fostering an interactive environment that‭ ‬supports open dialogue while implementing strict oversight mechanisms to mitigate conflicts of interest and ensure sound governance‭. ‬

Amidst ongoing regulatory changes and growing societal expectations‭, ‬Zain adopts a proactive approach that strengthens governance practices to enhance long-term sustainability and reinforce its relationships with all stakeholders‭. ‬This makes Zain a model in adopting responsible governance that goes beyond traditional methods toward a more balanced and inclusive management approach‭.‬‭ ‬

At Zain‭, ‬continuous engagement with stakeholders is a fundamental aspect of ensuring business continuity‭, ‬especially given the ever-evolving demands and expectations of stakeholders‭. ‬The company is committed to protecting their rights and fostering mutual‭ ‬benefits by maintaining a strong and stable financial position that contributes to job creation and sustainable growth‭. ‬

As part of its comprehensive governance framework‭, ‬Zain has established a clear policy for protecting stakeholders‭’ ‬rights‭, ‬ensuring compliance with relevant laws and regulations while safeguarding these rights from any violations‭. ‬The Board of Directors oversees the development and periodic update of this policy to ensure alignment with legislative developments and regulatory directives‭. ‬

This policy extends to the company‭, ‬its subsidiaries‭, ‬the Board of Directors‭, ‬executive management‭, ‬and employees‭, ‬all of whom share a direct responsibility in implementing and ensuring compliance with its requirements‭. ‬Raising awareness about this policy‭ ‬and ensuring adherence among all company members is a key element of Zain’s corporate culture‭, ‬reinforcing sound governance and protecting the interests of all stakeholders‭. ‬

Stakeholder categories include shareholders‭, ‬regulators‭, ‬customers‭, ‬employees‭, ‬the community‭, ‬suppliers‭, ‬and third parties such‭ ‬as partners and competitors‭. ‬

The company safeguards the protection of the rights of stakeholders through the following‭: ‬

Dealing with all stakeholders fairly and ensuring that members of the Board‭, ‬related parties and stakeholders are treated fairly‭ ‬and without discrimination‭ ‬

Allow stakeholders to access information and data related to their activities to obtain and refer to that information quickly and regularly‭. 

As the company guarantees the protection of the rights of stakeholders‭, ‬it also expects all stakeholders to fulfill their obligations governed by contracts‭, ‬laws and regulations issued by the relevant authorities‭. ‬

The major responsibilities of the company’s Board towards its stakeholders include‭: ‬

• Appointment of competent executive management‭ ‬–‭ ‬As executive management‭, ‬headed by the CEO‭, ‬is responsible for the day-to-day management of the company’s operations and for the implementation of the company’s strategy‭, ‬it is one of the foremost responsibilities of the Board to select a company of personnel that is capable of performing this task competently‭. ‬
• Effective and efficient supervision of the company’s affairs‭ ‬–‭ ‬The company’s Board has overall responsibility for the company‭, ‬including approving and overseeing the implementation of strategic objectives‭, ‬risk strategy and corporate governance standards‭. ‬This is in addition to the Board’s responsibility for overseeing executive management‭. ‬The Board administers its supervisory duties directly or through its committees‭ (‬Board Risk Committee‭, ‬Board Audit Committee‭, ‬and Board Nomination‭ & ‬Remuneration Committee‭). ‬In addition to ensuring that‭ ‬the company’s strategic decisions consider a balance of interests among various stakeholders‭, ‬guaranteeing the achievement of common goals without harming any party‭. ‬
• Adoption of sound policies‭ ‬–‭ ‬The Board must provide executive management with a clear framework for managing the company’s operations‭. ‬This is achieved by having oversight over the key policies followed within the company‭, ‬covering such areas as investments‭, ‬credit and asset and liability management‭, ‬and other related policies‭. ‬
• Remaining abreast of the company’s conditions and performance‭ ‬–‭ ‬The Board is aware of any developments in the company’s internal or external environment‭. ‬This enables the Board to intervene promptly when the need arises‭.‬
• Maintaining proper capitalization of the company‭ ‬–‭ ‬Capital adequacy is one of the primary measures of a company’s financial health‭. ‬Therefore‭, ‬it is the responsibility of the Board to ensure that the company remains reasonably capitalized‭, ‬taking into account regulatory requirements and the company’s strategic objectives‭. ‬
• Observing laws‭, ‬by-laws‭, ‬and instructions‭ ‬–‭ ‬The company is governed by a set of regulations with which it must comply‭. ‬It is ultimately the responsibility of the Board to‭ ‬ensure that there are no violations‭. ‬
• Effective Communication and Transparency‭ ‬–‭ ‬Strengthening open communication channels with stakeholders and ensuring continuous disclosure of material information in a clear and transparent manner to enhance trust and credibility‭. ‬
• Fostering a Fair and Ethical Work Environment‭ ‬–‭ ‬Ensuring that the company’s work environment is based on ethical values and fairness‭, ‬providing equal opportunities for employees‭, ‬and preventing any discriminatory or unfair practices‭. ‬
• Encouraging Social and Environmental Responsibility‭ ‬–‭ ‬Promoting the company’s social responsibility initiatives to benefit the community and the environment‭, ‬contributing to sustainable development in line with stakeholders‭’ ‬interests‭. ‬
• Ensuring Complaints and Grievance Mechanisms‭ ‬–‭ ‬Providing effective formal channels that allow stakeholders to voice their concerns or submit complaints‭, ‬ensuring they are addressed objectively and transparently‭. ‬

Corporate governance underwent significant transformations that reinforced the position of stakeholders in the corporate landscape‭. ‬While traditional models primarily focused on shareholder interests‭, ‬the modern approach has become more inclusive‭, ‬recognizing the vital role of employees‭, ‬customers‭, ‬suppliers‭, ‬communities‭, ‬and the environment in corporate success‭. ‬In this context‭, ‬the Kuwait Capital Markets Authority issued Resolutions which strengthens integrity and financial soundness standards for listed‭ ‬companies by imposing stricter requirements on board members and executive management to ensure transparency and adherence to best governance practices‭. ‬

In response‭, ‬Zain adopts a proactive approach that reflects its commitment to sound corporate governance‭, ‬where transparency and‭ ‬accountability are no longer just regulatory requirements but fundamental pillars for building trust between the company and its stakeholders‭. ‬Zain understands that its success is not solely dependent on financial returns but also on its ability to engage‭ ‬positively with all stakeholders‭, ‬necessitating fair policies that protect their rights and ensure equal opportunities for all‭.‬‭ ‬

To reinforce this commitment‭, ‬Zain has implemented comprehensive stakeholder engagement strategies‭, ‬including effective communication channels that allow stakeholders to voice their concerns‭, ‬participate in regular dialogues‭, ‬and contribute to corporate decision-making processes‭. ‬Additionally‭, ‬the company has established clear mechanisms for reporting violations‭, ‬ensuring stakeholders are safeguarded against any internal or external pressures that may affect their interests‭. ‬

Amidst these developments‭, ‬adopting a stakeholder-oriented governance model is no longer just a legal or ethical obligation but‭ ‬a strategic choice that fosters sustainable growth‭, ‬strengthens corporate resilience‭, ‬and enables companies to adapt to rapidly‭ ‬evolving business environments‭. ‬Through this transformation‭, ‬Zain is not only setting a more equitable and responsible governance model but also laying the foundation for long-term success by creating shared value for all stakeholders‭. ‬

Zain has established an independent Compliance function that operates separately from executive and operational activities and reports directly to the Board Risk Committee. This structure ensures effective oversight of regulatory compliance, supports the identification and management of compliance risks, and reinforces Board-level accountability in line with Capital Markets Authority requirements and best governance practices. The Company has adopted an integrated stakeholder due diligence framework aimed at identifying and assessing risks and potential impacts associated with its activities and decisions, including compliance risks, conflicts of interest, human rights, supply chain considerations, and data protection. These considerations are embedded within the enterprise risk management framework, with material issues escalated to the Board of Directors and relevant committees, in line with the requirements of the Capital Markets Authority and applicable laws and regulations in Kuwait. This approach supports sound decision-making and the protection of stakeholders’ rights.

To enhance transparency and accountability‭, ‬the Company applies performance indicators and monitoring mechanisms to assess the quality of stakeholder engagement and the effectiveness of responses to feedback and grievances‭, ‬supported by formal grievance channels that ensure confidentiality and protection against any punitive or unfair practices‭. ‬The Company is also committed to regular disclosure of material stakeholder-related matters within its reports‭, ‬in compliance with the disclosure requirements of the Capital Markets Authority‭. ‬