Board Committees & their functions
Although the Board of Directors holds overall responsibility for the corporate governance of the Company, some of the critical functions need deeper attention and regular follow up and updating. The Board, therefore appoints some sub-committees to handle and follow up such areas under their supervision. The sub-committees submit their feedback to the Board and get the guidelines for their further functioning.
The following are the various sub-committees formed and functioning under the overall guidance and supervision of the Board taking into account the requirements as stipulated by the Corporate Governance Guidelines of the Capital Market Authority of Kuwait and by considering the support requirements of the Board.
Board Executive Committee
- Approve policies, objectives, and strategies (other than those reserved for the Board’s own decision) based on the Senior Management’s recommendations.
- Present to the Board of Directors any recommendation made on any Company strategy discussed by the Executive Committee.
- Present to the Board of Directors any recommendation made on any corporate or investment matter discussed by the Executive Committee.
- To review Compliance & AML, risk, & all matters of internal audit.
- Reviewing periodic financial statements before their submission to the Board of Directors and expressing an opinion and making recommendations thereon, with a view to ensuring the accuracy and transparency of financial reporting.
- Recommending to the Board of Directors the appointment, reappointment, or replacement of external auditors and the determination of their fees; when recommending appointments, ensuring their independence and reviewing their letters of appointment.
- Monitoring the work of external auditors and ensuring that they do not provide services to the company other than those required by the auditing profession.
- Ensure that the BOD has a full understanding of the compliance & risks surrounding the company.
- Review the external auditors’ observations on the company’s financial statements and follow up on the actions taken in this regard.
- Review the accounting policies in place and provide an opinion and recommendations to the Board of Directors in this regard.
- Assess the adequacy of the internal control systems in place within the company and prepare a report containing the Committee’s opinion and recommendations on this matter.
- Ensure the Company’s compliance with relevant laws, policies, regulations, and instructions.
- Defining the different tiers of rewards that will be granted to employees, such as the fixed remuneration tier, the performance-related remuneration tier, the share-based remuneration tier, & the end-of-service remuneration tier.
- All Human Resources matters.
Board Investment Committee
- Investment Appetite – Recommendation of investment appetite for the Company to the Board.
- Investment Policy – Approval and implementation of investment policy guidelines.
- Investment Operations – Approval and enforcement of investment appraisal process and its periodical performance review.
- Purchase & Sale of Investments – Approval of purchase of new investments and disposal of existing investments.
- Strategy: Devise strategy for (a) improvement in the assets/investment quality and for (b) disposal of difficult investments.