governance forms to be used to follow up company commitments to corp governance guidelines for...

Governance Forms to be used to follow up company commitments to Corp Governance Guidelines for companies under the supervision of the CMA

S Corp Gov. Guidelines

Degree of Implementation*

ClarificationsYES NO

Fully Partially Unimple-mented

Strengthen Board CompositionPrinciple (1/1) A Majority of board members must be non-executive members and must include independent members

1

Company statutes must determine the number of board members and their membership type, noting that they must not be less than 5.

Pls mention no of members and their types: executive( ) non-executive ( ) independent ( )

2

Company Statutes lists the following: Board Members are elected by secret

ballot of the AGM members Membership period does not exceed 3

years Members may be re-elected to the board

3 The board of directors is made up of non-executive members + independent members

4 No of independent members does not exceed 50% of board members

5Company adheres to not merging the posts of board chairman and chief executive officer

6

Board members must not be a members of no more than five other shareholding companies based in Kuwait, or companies have similar or competing activities of the company, or be chairman's of the board of no more than one other company based in Kuwait.

7

Juristic Persons – who as per company statutes is allowed to appoint representatives to the board - are not allowed to choose other members of the board.

Principle (1/2) The board should be constituted of members who are completely independent such as to make decisions without any pressure or obstruction1 Board composes independent members

2The company has rules + regulations to insure complete independence of independent board members

3

The independent members have the necessary qualifications, experience and technical skills that are in line with the company activities.

4

The independent member attends board meetings, is allowed to review any decisions the board will vote on, and his opinion is noted in case it is not in line with the decision the board has come to.

* In the case of partial or non-implementation, reasons have to be mentioned in the clarifications column, with the ability to add documentation if there are detailed reasonsCompany Name:________________________________________





Strengthen Board CompositionPrinciple (1/3) The board must organize its works and assign sufficient time to take on its tasks + responsibilities

1

Company articles of association must organize the process of board meetings, in addition to a process to handle non conformity of member attendance

2 No of annual board meetings cannot be less than 6 per year

3The board of directors meeting is officiated by the attendance of more than half of the members, with no less than 3 attending

4 The board meeting is held based on an invitation from the chairman of the board

5 An emergency board meeting is held based on a written request from 2 members

6 The independent board members attends a minimum of 4 meetings per annum

7Independent board members must attend all board meetings where important + substantial decisions are voted on

8 The independent members attends no less than 75% of periodic meetings

9

The board members are supplied with a meeting agenda substantiated with documents and necessary data at least two full days before the meeting

10

The company will have a special register where the board meetings are recorded with sequential numbers of the year when they were held, showing place and time of the meeting.

11

Transcripts of the discussions, including the voting shall be recorded and archived for easy retrieval

12

The board appoints a trustee wither from the board or from the executive team or from outside based on the board decision

13

The trustee's tasks + responsibilities are assigned by the board and include the following:

13/1

Record, coordinate + archive all board meetings, records, books, reports raised to or issued from it – noting that all records must be signed by all attending members

13/2

Assure board members adhere to procedures approved by the board, and advise members at least two days before the board meeting of its happening

* In the case of partial or non-implementation, reasons have to be mentioned in the clarifications column, with the ability to add documentation if there are detailed reasonsCompany Name:________________________________________





Strengthen Board CompositionPrinciple (1/3) The board must organize its works and assign sufficient time to take on its tasks + responsibilities13/3

Assure board members can access all meeting minutes, data, documents and records related to the company quickly and completely

13/4

Assure dispatch and receipt of data to board members and stakeholders including shareholders, company departments and staff.

Establish Clear Roles & ResponsibilitiesPrinciple (2/1) Determine details of the tasks, responsibilities, and obligations of each of the members of the Board of Directors + Executive Management, as well as the authorities and the powers that are delegated to the EX. Mang.

1

The company structure clearly reflects the separation of powers + authorities between the board members and the executive management

2The company structure clearly reflects the powers + authorities of the board members, of them includes but is not all encompassing:

2/1

Set relevant goals, strategies, plans and policies for the company

2/2

Set the optimum capital structure for the company and its financial goals

2/3

Set and approve organizational + employment structures for the company

2/4

Approve annual estimated budget, and the annual and quarterly financial results

2/5

Oversee major capital expenditures + ownership of assets + their disposition

2/6

Assure the company's commitment to policies and procedures which guarantee respect for the company's applicable internal rules + regulations

2/7

Ensure the accuracy and integrity of the data + information to be disclosed in accordance with applicable policies + procedures regards disclosure and transparency

2/8

Disclosure + Disclose on a regular basis at a minimum semiannually on the progress of the company's activity, and all the influential developments on its workings

2/9

Establish effective channels of communication allowing review to the company's shareholders on an ongoing + periodical basis on the various aspects of the activities of the company + any substantial developments

*In the case of partial or non-implementation, reasons have to be mentioned in the clarifications column, with the ability to add documentation if there are detailed reasonsCompany Name:________________________________________






2/10

Establish a corp governance policy - not inconsistent with the provisions of the rules of corporate governance issued by the CMA - and the overall supervision + monitor of its effectiveness + modification when needed

2/11

The formation of specialized committees established in accordance with a charter that’s clearly lays out its powers + responsibilities + how the board oversees them + evaluates the performance and the work of these committees.

2/12

Ensure the organizational structure of the company is transparent and clear, allowing a smooth decision-making process + achieves principles of wise corporate governance + the separation of powers and authority between the Board of Directors and Executive Management

2/13

Determine which powers are delegated to the executive management including decision-making procedures + the delegation period. The Board also decides which domains it retains the power over

2/14

Control and supervision of the performance of the executive management, + assure they perform all the tasks assigned to them

2/15

Identify segments bonuses that will be awarded to employees

2/16

Appoint or remove any of the members of the executive management, including the CEO or his equivalents

2/17

Develop a policy governing the relationship with stakeholders ascertaining their rights

2/18

Develop a procedure to deal with related parties

2/19

Regularly assure the effectiveness + capability of internal oversight regime in the company + subsidiaries

2/20

Assure the safety of the financial + accounting procedures, including financial reporting systems

2/21

Ensure application of sufficient oversight systems to measure + manage risk







3The company structure clearly reflects the powers + authorities of the Board Chairman, of them includes but is not all encompassing:

3/1

Ensure the board discusses all essential matters effectively + in due time.

3/2

Represent the company as per the company statutes

3/3

Encourage all board members to participate totally + effectively in board activities

3/4

Ensure effective communication with shareholders + communicate their views to the board

3/5

Encourage relationship building + effective participation between the BoD + the Ex Mang. + non-exec + exec + independent members

3/6

Create a culture that encourages constructive criticism regards issues around which there is divergence of views amongst board members

4

The company structure clearly reflects the powers + authorities of the Executive Management, of them includes but is not all encompassing:

4/1

Implementation of the company's strategic plans + associated internal policies + regulations, ensuring adequacy + effectiveness

4/2

Periodic reporting (financial + non-financial) on the progress of the company's activity in the light of the plans + objectives of the company strategy + presentation of reports to the Board of Directors

4/3

Development of an integrated accounting system keeping books, records + accounts reflecting detailed + accurate financial statements + income accounts, allowing maintenance of company's assets

4/4

Preparation of financial statements in accordance with international accounting standards approved by the (CMA)

4/5

Manage daily work and conduct activities as well as optimally managing the company's resources+ work to maximize profits + minimize expenses consistent with corp. objectives + strategy







4/6

Active participation in the construction and development of a culture of ethical values within the company

4/7

Developing systems of internal control + risk management ensuring the effectiveness + adequacy of those systems, and ensuring compliance to risk limits approved by the Board

Principle (2/2) Board establishes specialized independent committees, assisting the board in its roles

1

The board will adopt internal rules + regulations governing the procedures for the formation of committees, including those rules + regulations determining their tasks, the duration of their work + powers granted

2Board routinely follow up on committee activities and is responsible for their workings

3Sufficient independent + non-executive board members are appointed to these committees

Principle (2/3) Develop mechanism to allow board members access to data + information accurately and in time

1

Provide an effective mechanism allowing members of the Board of Directors in general + non-executive + independent directors in particular, to get all the basic information and data that enable them to undertake and carry out their duties, and infrastructure development

2

Provide an IT systems infrastructure, contributing to the preparation of all reports to a high degree of quality + accuracy, to be submitted to the board members in a timely manner

Recruit highly qualified candidates for Board + Senior ManagementPrinciple (3/1) The Board forms a nomination committee whose primary role is recommending to the board the qualification of the nominated persons

1 Make available a mechanism that regulates nomination to the board or EX Mang.

2 Board establishes a committee specializing in nominating persons to Board or EX Mang

3Nominations committee members are no less than 3 + are independent + non-executive board members.






Recruit highly qualified candidates for Board + Senior ManagementPrinciple (3/1) The Board forms a nomination committee whose primary role is recommending to the board the qualification of the nominated persons

4

Selection rules for members of the Nominations Committee are set by the AGM of the company, at the suggestion of the Board.

5Formation Rules of the nominations committee include the tasks + regulations of the committee, some of which are:

5/1

Recommending the nomination + re-nomination of board + committees members + Ex Mang, taking into account the barriers to nomination of any characters that do not meet the requirements contained in CMA instructions regards rules of competence + integrity of the persons nominated

5/2

Annual review of the needs + appropriate skills required for membership of the Board, as well as to attract applications wishing to fill executive positions as needed, and study + review such requests, taking into account (as provided in the instructions) the rules of competence and integrity

5/3

Establish job descriptions for exec + non-exec + independent board members

5/4

Suggest the nomination + re-nomination of independent members; + check that they remain independent.

6

The Nominations Committee invites persons wishing to run for membership of the Board of Directors through the deployment of ad in at least two dailies, where submission will remain open for two weeks from the date of the ad.

7The nomination committee holds recurring meetings at least once a year

Principle (3/2) The Board forms a remuneration committee whose primary role is placement of policies + regulations to distribute compensation + bonuses

1

The company establishes clear policy with regards compensation for the board + Ex Mang members, including the following criteria at a minimum:

1/1

Approved by the Board of Directors1/2

Relatable to worker productivity

1/3

Aligned with company strategy + goals whether short or long term






Recruit highly qualified candidates for Board + Senior ManagementPrinciple (3/2) The Board forms a remuneration committee whose primary role is placement of policies + regulations to distribute compensation + bonuses1/4

Appropriate to size, nature + degree of risk

1/5

Relate the experience + qualification of each staff member as per position

1/6

Balance in structure of bonus + salaries so as to attract qualified persons without exaggeration.

1/7

Coordinate with Nominations Committee

2Board establishes a committee specializing in remunerating persons on Board or EX Mang

3Remuneration committee members are no less than 3 + are independent + non-executive board members.

4

Formation Rules of the remuneration committee that include the tasks + regulations of the committee, some of which are:

4/1

Establish clear policy to remunerate board members and senior Exec. Mang.

4/2

Set the thresholds for the different bonus segments awarded to staff e.g. standard bonus, performance bonus, share options bonus, end of work bonus.

4/3

Confirm bonus distribution as per policy

4/4

Recurring (annual) review of the bonus policy, and evaluate its effectiveness to achieve goals including attracting human resources, qualified + skilled employee retention

4/5

Prepare detailed annual report on bonus given to Board + Ex Mang either fiscal or otherwise, to be reviewed by the AGM for approval

Safeguard Integrity of Financial ReportingPrinciple (4/1) Provision of written pledges from both the Board & Ex Mang towards safety & integrity of financial reports issued by company

1

The CEO & the CFO (or whom carries out their duties) will both submit written pledges that the company financial reports are being represented in a sound + fair manner as per international accounting standards

2The Board will submit a written pledge stating the safety + integrity of the financial data dispatched to the external auditors


S Corp Gov. Guidelines Degree of Implementation* Clarifications

YES NO


Safeguard Integrity of Financial ReportingPrinciple (4/1) Provision of written pledges from both the Board & Ex Mang towards safety & integrity of financial reports issued by company

3

The annual report for shareholders will contain a pledge from the Board regarding the safety + integrity of financial data relating to the company activities

Principle (4/2) Board will establish an internal audit committee whose primary role will be to ensure safety + integrity of financial reports + internal oversight systems

1

Establish committee transpiring from the Board specializing in internal audit to ensure the safety and integrity of the financial reporting systems + internal controls

2Audit committee members are no less than 3 + are independent + non-executive board members.

3Formation Rules of the audit committee that include the tasks + regulations of the committee, some of which are:

3/1

Review of periodic financial data before presentation to Board, along with recommendations + opinions

3/2

Recommend to board appointment + re-appointment of external auditor or replacement + determining their dues + check for their independence + review letters of appointment

3/3

Monitor external auditor workings, ensuring they do not provide services except those appointed to them

3/4

Study comments on financials from external auditor and monitor what has been done with regards

3/5

Study the followed accounting policies along with recommendations + opinions to the board with their regard

3/6

Assess adequacy of internal control systems in place within the company and prepare a report containing the opinion + recommendations with this regard

3/7

Oversight over the internal audit department

3/8

Recommend appointment, relief, seclusion, evaluation of internal auditing manager + department

3/9

Review + approve internal audit plans recommended by internal auditor

3/10

Review result of internal audit report, assuring necessary corrective actions taken towards observations contained






Safeguard Integrity of Financial ReportingPrinciple (4/2) Board will establish an internal audit committee whose primary role will be to ensure safety + integrity of financial reports + internal oversight systems

3/11

Review result of regulatory authorities, assuring necessary corrective actions taken towards them

3/12

Confirm company compliance with laws, policies, procedures + relevant directives

3/13

Review proposed transactions carried out by the company with related parties

4At least one of the committee members must have relevant qualifications and/or technical skills in financial/accounting fields

5

In case of any conflict between the recommendations of the Audit Committee and the resolutions of the including when the board rejects following committee's recommendations regards monitoring external auditors and / or the Internal Auditor, the board must ensure that Corporate Governance Report includes a statement clearly outlining these recommendations and the reason or reasons behind the decision of the board with regards non-compliance

6 Committee holds recurring meetings at least 4 times per year

7Committee holds recurring meetings with external auditor + at least 4 meetings per year with internal auditor

Principle (4/3) Confirm the independence + integrity of external auditor, guaranteeing competence, professional experience + sound reputation

1

Available mechanism to appoint company auditor, insure its independence + meets conditions + requirements of regulatory authorities

2 Auditor nominated based on audit committee recommendation to board

3Auditor allowed to discuss his views with audit committee before raising annual report to board to take decision

4External auditor is enabled to attend AGMs + orate the relevant report to the shareholders



YES NO


Sound Systems of Risk Management + Internal ControlsPrinciple (5/1) An office/unit/department must be made available to measure + manage risks the company faces

1

An independent office/unit/department in the company works on identifying, quantifying, monitor + control all risks facing company

2 Systems + procedures that allow managing risk must be made available to the company

3 Modern + efficient reporting system must be made available to the company

4 Members of the risk committee have complete independence

5The risk department has qualified human resources holding sufficient technical skills + qualifications

Principle (5/2) The board must form a risk committee whose main role is to establish policies + procedures to manage risk as per company appetite for risk

1

Establish committee transpiring from the Board specializing in managing risk consistent with the company's tendency to take on risk

2Risk committee members are no less than 3 + are independent + non-executive board members.

3

Rules for choice of the committee members, their tenure, and how the committee functions, including its functions + duties must be made available in the company; including some of the following:

3/1

Establish +review strategies + policies of the risk department + approve from board; and ensure implementation of these strategies + policies, and that they are in line with the nature and size of company activities

3/2

Ensure sufficient availability of resources + systems for the risk department

3/3

Evaluate systems + mechanisms of identifying, measurement + monitoring the different risks the company faces.

3/4

Evaluate acceptable level of risks in the company, and monitor compliance to this level

3/5

Assist the Board to identify + evaluate acceptable levels of risk, + assure compliance to these levels of risk after appropriation from the Board

3/6

Review the organizational structure of the risk department + make recommendations



Sound Systems of Risk Management + Internal ControlsPrinciple (5/2) The board must form a risk committee whose main role is to establish policies + procedures to manage risk as per company appetite for risk

3/7

Ensure the independence of the risk dept staff from activities that expose the company to risk + risk dept staff have full understanding of risks surrounding company

3/8

Prepare recurring reports on the nature of risks facing company

3/9

Review issues raised by the internal audit dept relative to risk

4 Risk dept holds regular meetings at least 4 times per year

Principle (5/3) Company must insure sufficiency of systems + internal oversight

1 Company ensures availability of internal systems + oversight of all company activities

2Company organizational structure reflects the Four Eyes Principle of internal dual oversight

3

An independent dept/office/unit for internal audit must be made available in the company with oversight from the board + audit committee

4Internal audit dept prepares recurring reports including review + evaluation for internal oversight systems in company

5An independent auditor is appointed to evaluate + review internal oversight systems + prepare reports with that regards (ICR)

Principle (5/4) The Board must establish committee to implement governance, whose main role is place a framework + corp governance guideline, and oversee its implementation + amendment when necessary

1 A committee transpires from the Board specializing in governance implementation

2Governance committee members are no less than 3 + are independent + non-executive board members.

3

Rules for choice of the committee members, their tenure, and how the committee functions, must be made available in the company

4 Establish rules, functions + duties including some of the following:

4/1

Ensure governance standards + applications sanctioned by the Board align with regulations set by CMA

4/2

Oversee making of + implementation of governance guide + continuous review + renewal when needed


S Corp Gov. GuidelinesDegree of Implementation*

ClarificationsYES NOFully Partially Unimple-

mented

Sound Systems of Risk Management + Internal ControlsPrinciple (5/4) The Board must establish committee to implement governance, whose main role is place a framework + corp governance guideline, and oversee its implementation + amendment when necessary4/3

Coordinate with audit committee that governance guide is being followed

4/4

Monitor Board members + Ex Mang performance through Key Performance Indicators

4/5

Review of all subjects related to governance implementation + advise the Board at least once a year with reports + recommendations based on results arising from committee workings

4/6

Prepare annual report that includes requirements + procedures to complete implementation of corp governance + its observance, to be added to company activities annual report

5 Governance committee meets regularly no less than twice a year

Promote Ethical Standards + Professional ConductPrinciple (6/1) Company institutes code of action with standards + specifications of ethics + professional conduct

1

A Code of action with standards + specifications of ethics + professional conduct must be made available in company dealing with the following:

1/1

Install principle of commitment by each board member + Ex Mang member to all laws + directives, and equal representation of all shareholders; and commitment to the best interests of the company + shareholders + stakeholders and not the interests of a designated group only

1/2

Forbid board or EX Mang members of exploitation of their positions to attain personal interests or gain for himself or for another

1/3

Forbid use of company assets or resources to achieve personal gain, and working to exploit them to best achieve company goals

1/4

Ensure placement of clear and proofed mechanism that will forbid board + independent members + EX Mang + staff from using information they have been exposed to due to their position for personal gain + place moratorium on Disclosing information + data concerning the company only in cases where Disclosing rules allow or through legal requirements


S Corp Gov. Guidelines Degree of Implementation* ClarificationsYES NO


Promote Ethical Standards + Professional ConductPrinciple (6/1) Company institutes code of action with standards + specifications of ethics + professional conduct1/5

Ensure placement of procedures organizing transactions with related parties

1/6

For there to be complete isolation between company interests + board member interests, through board initiated mechanisms to ensure company interests trump board member interests

1/7

Board members must Disclose to the board any joint interests with the company whether directly or indirectly

1/8

A board member is barred from discussing/having opinion/voting on any subject that the board is reviewing if there are any joint interests with the company whether directly or indirectly

1/9

Establish mechanism that allows company staff to report any suspicions around incorrect activities or suspicious conduct in preparation of financial reports or internal oversight systems or any other matters; in addition to placement of arrangements to investigate these matters fairly + independently, guaranteeing the whistleblower good faith + confidentiality to protect against any retaliation or negative reaction to his/her reporting of such actions

Principle (6/2) Board establishes policies + mechanisms to limit conflict of interest + ways to deal +resolve such conflict

1

An approved policy to limit conflict of interests must be instated by Board, including requirements + specifications that must be adhered to, including:

1/1

A Board Member is not allowed – without sanction from the AGM annually renewed – to have any interests (direct or indirect) in company business or contracts, except activities that are subject to commercial bids where the board member makes the best offer

1/2

A Board Member must inform the board of any personal interest he may have in company business or contracts, recording it in a board meeting minutes, noting that the member with the interests must not participate in the vote with regard that interest. The Chairman must inform the AGM of such interests attaching a special report of the subject from the auditor

*In the case of partial or non-implementation, reasons have to be mentioned in the clarifications column, with the ability to add documentation if there are detailed reasonsCompany Name:________________________________________ S Corp Gov. Guidelines Degree of Implementation* Clarifications

YES NO


Promote Ethical Standards + Professional ConductPrinciple (6/2) Board establishes policies + mechanisms to limit conflict of interest + ways to deal +resolve such conflict

1/3

A Board Member is not allowed – without sanction from the AGM annually renewed – to participate in any activity that competes with the company, or trade in any facet of activity that the company conducts

1/4

The company will not provide credit facilities of any kind to any board member or guarantee any loan any of them take out, except bank + financing company loans as per the guidelines of the Central Bank of Kuwait

Ensure Timely + High Quality DisclosurePrinciple (7/1) Board establishes policies + procedures for timely + precise disclosures

1A Law (7/2010) compliant system of transparency + disclosure must be made available, including the following:

1/1

Board approved policies + procedures organizing precise disclosure + transparency

1/2

Mechanisms that show how to disclose data + information transparently at the correct time to all stakeholders without prejudice, noting that data + information are correct + not elusive

1/3

Mechanism that rates information being disclosed through type (financial/non-financial) or through disclosure cycle

1/4

Reporting systems determining information to be disclosed and rating mechanism through type or cycle

1/5

Recurring review of disclosure + transparency policies + mechanisms applied at company, to ensure they benchmark to international best practices

1/6

Annual report showing company financial position, financial results, business activity + any changes in capital structure

1/7

Disclosure mechanism with regards substantial events, in line with CMA directives concerning disclosure of substantial information + process of disclosure

Principle (7/2)Disclosed Date + Information must be transparent + precise + recurring

1

The Disclosure system allows availability of all basic data + information to all shareholders + investors without prejudice regularly + precisely, including the following:


S Corp Gov. Guidelines Degree of Implementation* ClarificationsYES NO


Ensure Timely + High Quality DisclosurePrinciple (7/2)Disclosed Date + Information must be transparent + precise + recurring1/1

Financial reports are made according to IFRS standards approved by CMA

1/2

Company future plan + strategy + goals

1/3

Operating results + related indicators + financial percentages

1/4

The date on which is based the premise that shareholders will receive dividends

1/5

Authorized capital structure + paid capital + changes that may occur to the capital structure (in case of issue of shares or bonds)

1/6

Financial instruments held by the company or with any of its subsidiaries or sister concerns, or by the Board Members or EX Mang

1/7

Market price of the share for all years of listing on KSE or on any other stock exchange

1/8

Changes in the Articles of association or company statutes

1/9

Any substantial sale of company assets through any abnormal financial transactions

1/10

Financial analysis report prepared by independent consultants + rating companies reports in case of availability

1/11

Observation or analysis from management with regards information (fin./ non fin)

1/12

Report on Risks facing company

1/13

Names of Board + Ex Mang Members + sharia compliance board

1/14

Name of auditors + Name of Oversight entities + authorities that license + regulate company operations

1/15

Board Composition + Members positions + affiliation

1/16

Board member credentials

1/17

Key Performance Indicators + evaluation mechanism for each member of the Board Members + EX Mang

1/18

Brief description of committee domains

1/19

Governance regime applied in company

1/20

Transactions + conflicting interests between company + related parties

2Make available data + information through different channels, whilst company website is main + complete source of information


YES NO


Ensure Timely + High Quality DisclosurePrinciple (7/3) Board organizes disclosure operations regarding board members + EX Mang + potential investors

1Establish record of Board Member + Ex Mang disclosures available for review by all shareholders

2Establish an investor relations unit responsible for providing data + information + necessary reports for potential investors

Principle (7/4) Company discloses in a detailed + precise manner all bonuses provided to Board Members + EX Mang whether cash or benefits + perks

1

A detailed report concerning all bonuses granted to Board Members + EX Mang whether cash or benefits + perks; the disclosure includes:

1/1

System of bonuses + allowances followed by company especially regarding Board Members + EX Mang

1/2

Details of all bonuses granted to Board Members + EX Mang whether cash or benefits + perks + analysis of bonus tiers

1/3

Monetary values of all bonuses granted to Board Members + EX Mang whether cash or benefits + perks (grouped)

1/4

Monetary values of all bonuses granted to EX Mang + highest earners in addition to finance director or who takes this position if he is not one of the top earners

1/5

Any other direct/indirect bonuses from the company or from subsidiaries

1/6

Any substantial divergences from board approved bonus policy

Principle (7/5) Company develops information technology infrastructure + depends largely on it for disclosure

1

A dedicated section of the company website for corp governance where all recent information + data is shown for the benefit of the shareholders + current + potential investors to exercise their rights + evaluate the company performance

Respect Shareholder RightsPrinciple (8/1) Company determines shareholder rights to guarantee fairness + equality amongst all shareholders regardless of standing

1

The company statutes + internal guidelines contains necessary measures to guarantee all shareholders exercise their rights without prejudice, at a minimum includes the following:

1/1

Register the value of shareholder ownership in company logs

1/2

Full rights to handle ownership from registration to transfer or sale


YES NO


Respect Shareholder RightsPrinciple (8/1) Company determines shareholder rights to guarantee fairness + equality amongst all shareholders regardless of standing1/3

Receive share of dividends

1/4

Receive fair share of assets if company liquidates

1/5

Receipt of data + information regarding company activity + operating/investment strategy in regular + uncomplicated manner

1/6

Participate in AGM's + vote on its agenda

1/7

Elect Board Members

1/8

Generally monitor company performance + Board especially

1/9

Question Board Members + EX Mang + sue in court in case of failure to carry out duties

2

Company is responsible for fair treatment of all shareholders who are the owners of the same type of shares equally and without any discrimination, and are not in any way to be blocked in exercising any of the rights of shareholders for any class of shareholders, or the development of standards that will distinguish between categories of shareholders to establish these rights, so as not to hurt the interests of the company or inconsistent with the company rules + regulations + instructions + controls

Principle (8/2) Company must be precise + constantly monitor shareholder data

1

Company holds accurate accurate and up to date register of shareholders showing ownership of shares including the names of shareholders, their nationalities + identifying phone numbers+ the number of shares they own + their contact data

2A register of the company shareholders with names, nationalities, residence + shares owned should be kept with clearing agency

3

A register of bonds + sukuk with shareholder names, nationalities, residence + quantity of bonds owned, type + amount paid for each bond

4

A register of bonds + sukuk with shareholder names, nationalities, residence + quantity of bonds owned, type + amount paid for each bond should be kept with clearing agency

5 Company allows all shareholders to review shareholder + bond holder register



YES NO


Respect Shareholder RightsPrinciple (8/2) Company must be precise + constantly monitor shareholder data

6Data contained in the records are dealt with in maximum protection and confidentiality consistent with CMA directives

Principle (8/3) Company must encourage shareholders to participate + vote in Company AGM's

1 Company has mechanism to organize participation in AGM's

2

The Board issues invitation for shareholder within 3 months from the end of the fiscal year at the time + place assigned by the company.

3

The Board invites shareholders for meeting in case shareholders representing 10% of company capital make written request, or at request of auditor with 15 days of request

4Meeting place + time announced twice using any modern advertising method outlined in Company's Law Executive Statutes

5

Ensure that shareholder has right to written proxy to another shareholder who is not board member + not company staff member to attend AGM

6

Prepare explanatory memorandum containing details of each item of the agenda for the meeting of the General Assembly, which has been modified, with the stated reasons for the amendment on the agenda, to be published on company website of the company when announcing invitation to the meeting, taking into account mentioning that the memorandum is available on the website of the company and in the ad, which will be published in newspapers for the meeting

7A detailed statement is attached to the agenda outlining rights of shareholders for both the AGM and EGM

8 AGM agenda points should inform shareholders of the following at a minimum

8/1

Board Report of company activity + financial position + financial results

8/2

Audited financial statement report from auditor

8/3

Discussion of auditor report + sanction of its contents + sanction of dividend

8/4

Dealing with stakeholders



YES NO


Respect Shareholder RightsPrinciple (8/3) Company must encourage shareholders to participate + vote in Company AGM's

8/5

Any irregularities observed by regulatory authority(s) + any sanctions towards irregularities leading to financial (non-fin) penalty, without breach of any laws or regulatory permissions issued by regulator(s) + discussion of irregularities with representative of regulatory authority if present

9

Effective participation of shareholders in AGM + discuss topics on the agenda and associated queries related to objects of different activity, and ask questions thereon to the Board of Directors and the external auditor, where board of directors or external auditor has to answer questions to the extent that does not expose the interests of the company to any damage

10

Shareholders with at least 5% of capital may add items to the AGM agenda

11

All board reports to AGM must contain Board member disclosure records

12

Subjects set for discussion during AGM have to be substantiated with sufficient information enabling shareholders to make decisions

13

Mechanism for voting during AGM's has to be in place, that allows the following:

13/1

All shareholder classes have same voting rights, and are treated equally by company

13/2

Shareholders can vote personally or through proxy with same rights + responsibilities

13/3

Inform shareholders of voting procedures

13/4

Provide all relevant voting rights information to all current shareholders + potential investors regularly up to date + permanent

13/5

All voter classes have the right to vote on any changes regards shareholder rights through invitation to AGM

13/6

The vote electing board members to be held at an AGM through mechanisms in company articles of association + statutes as per company's law + executive statutes

13/7

All shareholder classes have opportunity to question board on their assigned duties

13/8

Not placing any tariffs on any class of voter during AGM's or provide any advantage to any class and not others


YES NO


Recognize the legitimate interests of stakeholdersPrinciple (9/1) Company places systems + policies that protect rights of stakeholders

1Company make available systems or policies that recognize + protect the rights of stakeholders, including the following:

1/1

Ascertaining that transactions between board members + related parties are carried out using same conditions that company imposes on other non-related parties without prejudice or preferential terms

1/2

In case of breach of any parties obligations, actions + procedures will be taken without prejudice including paid compensation, so as to emphasize that the contracts between the company and stakeholders include and explain in detail those actions

1/3

Compensation mechanism for stakeholders in case of breach of their rights protected in contracts + approved in systems

1/4

Mechanism showing how to establish good relations with clients + suppliers + maintain confidentiality of their information

1/5

Mechanism to resolve disputes between company + stakeholders

1/6

Clear mechanism for awarding contracts, through tenders or purchase orders, whilst disclosing these mechanisms

1/7

Stakeholders do not get any advantage through interacting with contracts/transactions that are part of the company's regular activity

Principle (9/2) Company must work to encourage stakeholders to participate in following the company activities

1

Company has mechanisms + frameworks to maximize benefit from stakeholder contributions + encourage their participation in following company activity

2Company allows stakeholders regular facility to obtain reliable data + information related to their activity

3

Stakeholders are allowed to report to the Board for any improper practices they are exposed to by the company, while providing adequate protection for parties that you are reporting

Encourage Enhanced PerformancePrinciple (10/1) Company places mechanisms allowing Board Members + EX Mang to obtain training

1A mechanism is made available that allows Board Members + Ex Mang to take regular training courses



Encourage Enhanced PerformancePrinciple (10/1) Company places mechanisms allowing Board Members + EX Mang to obtain training

2 Orientation material is made available to newly inducted Members

3

Specialized Training programs are made available in the company in administrative + financial fields suitable for current Board Member + EX Mang qualifications + experience

Principle (10/2) Company places systems + policies to evaluate overall + individual performance of Board Members + EX Mang

1Systems + policies are available in company for performance evaluation of each member of the Board + EX Mang periodically

2Key Performance Indicators (KPI's) are available in company to evaluate Board + EX Mang

Principle (10/3) Board must continually ensure the importance of Value Creation for staff through constant striving to deliver on company strategy + improvement of performance indicators, and adhering to laws + regulations

1 The Board asserts importance of Value Creation for staff

2Integrated Reports are made available in the company that assist in achieving company strategic goals + spur company values

3

Integrated reports most important features are: Concentration on strategy An overview of the structure of the

company and the institutional model Risks facing the company Outlook + Future projections Brevity and precision in the presentation

of material information Set the periodicity of the report

(monthly/quarterly/bi-annually/annually)Importance of Social ResponsibilityPrinciple (11/1) Company installs policies that guarantee balance between company + community goals

1

Company is committed to contributing to the achievement of sustainable development of society in general and particularly the company's employees

2

Company provides a policy aimed at achieving a balance between the company's goals + objectives that society seeks to achieve + operate such a policy on the development of the living conditions + social and economic community in which it Operates






Importance of Social Responsibility

Principle (11/2) Company places programs + mechanisms that highlight efforts for social outreach

1

Specific mechanisms + programs that highlight company role in different social works are made available in company, including but not limited to the following:

1/1

Indicators through which company performance + social responsibility achievements are linked at the level of stakeholders or other segments of society

1/2

Compare the performance of the company with other companies with similar activity and to ensure the proper development of the action plan developed by the company

1/3

Mechanism for the disclosure of the objectives of social responsibility undertaken by the company to employees in the company

1/4

Disclosure of CSR action plans offered by the company in accordance with the periodic reports related to the activities of the company

1/5

Awareness + education programs appropriate to ensure employees have a good command of the company's goals of social responsibility undertaken continuously, which would contribute to elevating the level of performance of the company

1/6

Awareness programs for the community to define their social responsibilities in accordance with clear mechanisms of action in a manner that enhances highlighting the issues that the company contributes to socially developing or upgrading to ensure these actions actually improve living conditions, social and economic plight etc…

governance forms to be used to follow up company commitments to corp governance guidelines for...

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