Summary of how to apply the registration requirements and save the minutes of the meetings of the Board of Directors
In line with the requirements of governance, the Board of Directors has established a secretary for the Board of Directors. It is under the responsibility to record, preserve and record all signed minutes of the Board meetings and the reports presented to it.
The secretary also undertakes to inform the members of the Board of Directors of the dates of the Board meetings at least three working days in advance, and to ensure that the members of the Board of Directors arrive in a timely manner.
Effective to all board meeting minutes and information related to the company.
Building a balanced structure for the Board of Directors
Board of Directors Meetings
The Company holds meetings of the Board of Directors at least six meetings a year and they are recorded in the minutes of the Board of Directors’ meeting.
First: The most important responsibilities of the Board of Directors
- important objectives, strategies, plans and policies of the company to include, at a minimum :
- The company’s overall strategy and master business plans, review and direction.
- The optimal capital structure of the company and its financial objectives.
- A clear policy for the distribution of dividends of all kinds (cash / in kind) and in order to achieve the interests of shareholders and the company.
- Set goals, monitor performance and implementation.
- Approve the organizational and functional structures in the company and conduct periodic review on them.
- Approving the annual estimated budgets and approving the interim and annual financial statements.
- Supervise the main capital expenditures of the company, and own and dispose of assets.
- Ensure the extent to which the company adheres to the policies and procedures that ensure the company’s respect for the applicable internal laws and regulations.
- Ensure the accuracy and toxicity of the data and information to be disclosed in accordance with the policies and systems of disclosure and transparency in force.
- Disclose and announce periodically the progress of the company’s activity and all the influential developments that have occurred in its business.
- Establishing effective communication that allow the company’s shareholders to be continuously informed the various aspects of its activities and substantive developments.
- Develop the system of government, supervise it, monitor its effectiveness and modify it when needed in accordance with best practices.
- The formation of specialized committees emanating from it in accordance with a charter clarifying the duration of the committee, its validity and responsibilities and how the Council controls it, and the decision to includes the nomination of members and the definition of their tasks, rights and duties, in addition to evaluating the performance and work of these committees and their members.
- Ensure that the organizational structure of the company is transparent and clear in order to allow the decision-making process and achieve the principles of good government, separation of powers and powers between both the board of directors and the executive management, and therefore the board of directors must:
- developmenting of internal regulations and regulations related to the work of the company and the subsequent definition of tasks, competencies, duties and responsibilities between the different organizational levels.
- Insure a policy of delegation and implementation of the work entrusted to the executive management.
- Determine the powers that delegated to the executive management, the decision-making procedures and the duration of the delegation. The BOD shall also determine the subjects on which it retains the power to decide, and the Executive Management shall submit periodic reports on its exercise of the delegated powers.
- Supervise and supervise the performance of the members of the executive management and ensure that they perform all their tasks, and the Board shall:
- Ensure that the executive management operates in accordance with the policies and regulations approved by the Board of Directors.
- Holding periodic meetings with the executive management to discuss the course of work and the obstacles and problems it faces, as well as reviewing and discussing important information related to the company’s activity.
- Setting performance standards for executive management consistent with the company’s goals and strategy.
- Determine the reward tranches that will be awarded to employees, such as the fixed bonus segment, the performance-related bonus segment, and the bonus tranche in the form of shares.
- Appointing or dismissing any of the members of the executive management, including the CEO and his equivalent.
- Develop a policy that regulates the relationship with stakeholders in order to preserve their rights.
- Develop a mechanism to regulate dealings with related parties in order to reduce conflicts of interest.
- Periodically ensure the effectiveness and adequacy of the internal control systems in force in the company and its subsidiaries, including:
- Ensure the integrity of financial, accounting and related systems for the preparation of financial reports.
- Ensure the application of appropriate control systems to measure and manage risks by identifying the factors and types of risks that the company may face and creating an environment familiar with the culture of risk reduction at the company level and presenting them transparently with stakeholders and related parties
- Approve the recommendation of the Audit Committee to appoint independent auditors.
- Approve the company’s rules of conduct, business ethics, business policies and procedures.
Second: The most important achievements of the Board of Directors
- Approving the estimated budget.
- Insure the update of the Risk Tendency Regulation, the Risk Management Manual, the Corporate Government Manual, Disclosure and Transparency, the Guidelines for the Preservation and Retrieval of Files, the Regulatory Compliance Policy, and the Policies and Procedures of Customer Complaints.
- Approve the updating of the regulations of the Board of Directors and the committees emanating from it.
- Approve the update of the Powers Matrix.
- Insuring infringements on policies and procedures for internal audit, operations management and financial control.
- Review the reports of auditors on internal control systems and combat money laundering and comply with Module Seven of the Executive Bylaws of Law 7 of 2010.
- Approve the granting of financial reward to the company’s employees.
- Approve the report of the Audit Committee and the Governance Report.
- Convening the Ordinary and Extraordinary Annual General Meetings.
- Approve the interim financial statements annually.
Third: Formation of committees emanating from the Board of Directors.
• The member must have the appropriate abilities, qualifications, sufficient experience and honesty to perform his tasks and responsibilities with knowledge of the financial, accounting and administrative rules for the membership of the audit committee.
• The member of the committee is committed to the commitment of the member of the board of directors to maintain the confidentiality of information and not to disclose the secrets of the company.
2-Membership of Committees:
• The number of members of each committee shall not be less than three members.
• The term of office of the Committee shall not exceed the term of office of the Board of Directors.
• The Board of Directors shall appoint a replacement member if the position of a member of the Committee becomes vacant.
• Each committee of its members selects a chairman at its first meeting and the secretary of the committee is chosen from among the company's employees.
Making a role of each of these three committees is as follows : -
First: Audit Committee.
The objective of establishing the Audit Committee is to insure the compliance within the company by ensuring the toxicity and integrity of the company's financial reports as well as verifying the adequacy and effectiveness of the internal control systems applied in the company.
The most important tasks and achievements of the Audit Committee during the year:
• Reviewing and recommending the report of compliance with the requirements of FATCA and joint reporting by the external auditor.
• Review the periodic reports of the internal audit plan.
• Review the auditor's reports on the company's financial statements.
• Review the auditor's reports on money-laundering and internal control systems.
• Prepare the report of the Audit Committee.
• Competence of the Committee : -
• The Committee shall have the right to obtain all the resources and information necessary for the performance of its duties and responsibilities, and the Internal Auditor and the External Auditor shall have the right to request a meeting with the Committee when necessary.
•The Chairman of the Committee is also an independent board member and there is no member of the Committee (Executive Member)
Second: Risk Committee.
The Risk Committee aims to assist the Board of Directors to carry out supervisory responsibilities and duties to ensure that the company managing the risks, to establish the necessary controls to work on reducing them, to determine the risk trend of the company and approve ratios in return of the expected benefits to make recommendations thereon.
Tasks and achievements of the Risk Management Committee during the year:
• Approving of the annual plan for self-evaluation of risk control systems.
• Approving the Board of Directors the amendment of the matrix of powers.
• Approving to the Board of Directors to update the Risk Management Manual
• View the results of quarterly tests of the Business Continuity Plan.
• Competence of the Committee: - The Committee has the right to obtain all the resources and information necessary to perform its duties and responsibilities.
• The number of meetings shall not be less than four per year.
• The Chairman of the Committee is also a member of the Board of Directors and there is no member of the Committee (Executive Member)
Third: Bonuses and nominations.
The Remuneration and Nomination Committee aims to assist the Board of Directors to carry out its supervisory responsibilities and duties to ensure the nomination of the necessary competencies for membership of the Board of Directors and executive and administrative positions in the company and to verify that they are carried out in accordance with an institutional framework characterized by efficiency and full transparency and mainly in the interest of the company and then achieve the objectives of shareholders. Human cadres with professional competence and high technical capabilities, in addition to consolidating the belonging to the company.
Competence of the Committee:
The Committee has the right to obtain all the resources and information necessary to perform its duties and responsibilities.
Nomination and Remuneration Committee:
The main role of the Nomination and Remuneration Committee is to assist the Board of Directors in fulfilling obligations related to the identification of persons eligible for a position of Board membership, or a position in senior management, and to evaluate the performance of the Board of Directors and its committees, and the Committee assists the Board of Directors in overseeing the performance of short- and long-term remuneration, and shall recommend remuneration to members for insuring with the Company’s policy. The Committee shall hold its meetings as often as necessary, if the number of meetings shall not be less than two per year and the Nomination and Remuneration Committee shall consist of three members of the Board of Directors.
Responsibilities of the Nomination and Remuneration Committee:
- Recommend the acceptance of nomination and re-nomination of the members of the Board of Directors and the Executive Management.
- Establish a clear policy for the remuneration of the Board of Directors and senior executives, the annual review of the required needs of appropriate skills for the membership of the Board of Directors, as well as attracting applications for those wishing to fill executive positions as needed, studying and reviewing those applications and determining the different segments of remuneration to be awarded to employees.
- Develop job descriptions for executive members, non-executive members and independent members.
- Ensure that the status of independence from the independent board member not selected.
- Prepare a detailed annual report on all remuneration granted to the members of the Board of Directors and the Executive Management, whether amounts, benefits or benefits, whatever their nature and name, provided that this report is presented to the General Assembly of the Company for approval and read out by the Chairman of the Board of Directors and the Company must follow the standards of accuracy and transparency when preparing the report on the bonuses, so that all bonuses granted are disclosed, whether directly or indirectly, and avoid any attempt to hide or mislead.
- Report on the remuneration of the members of the Board of Directors and the executive management
- The Company’s Bonus Policy has been prepared in accordance with the following rules:
- Link rewards to the degree of acceptable risk levels.
- Attract and retain the best professionals.
- Ensure equality within the company and competitiveness outside it.
- Compare performance levels to the market using analytics from consulting firms specializing in rewards.
- Ensure transparency in the granting of rewards.
Selecting qualified persons for membership in the Board of Directors and the Executive Management.
Remuneration of the members of the Board of Directors
The remuneration of the members of the Board of Directors may approve by the Ordinary General Assembly at its annual meeting, upon the recommendation of the Nomination and Remuneration Committee.
Upon approval of the AGM, the independent member of the Board of Directors may exempt from the maximum remuneration set for the members of the Board of Directors.
The remuneration of the members of the Board of Directors shall be divided into two parts as described below: –
Membership of the Board of Directors: –
Each member of the Board of Directors shall receive an annual remuneration in the event of approval by the General Assembly.
Membership of Committees: –
A member of the Board of Directors may grantee a reward for his membership in the committees of the Board of Directors and depends on the importance of the committees and the number of committees of which he is a member.
Executive Management
The activities of the company are managed by executive management under the control and guidance of the CEO’s with the aim of achieving a balance in relations between the company and its employees, investors and customers, and to ensure that the work within the purposes of the company and assign the resources appropriately to meet its objectives in accordance with the policy and strategy of the company as follows:
The company has a qualified team of members of the executive management represented by the CEO.
A job description clearly defines the tasks and responsibilities of each job, and the company has an approved guide to delegate authority to all sectors within the company. The tasks of the executive management include (but are not limited to):
- Work to implement all policies, regulations and internal regulations of the company approved by the Board of Directors.
- Implement the strategy and annual plan approved by the Board of Directors.
- Prepare periodic reports (financial and non-financial) on the progress of the company’s activity in the light of the company’s strategic plans and objectives, and present those reports to the Board of Directors.
- Manage the daily work and conduct the activity.
- Active participation in building the development of a culture of ethical values within the company.
- Develop internal control and risk management system and ensure the effectiveness and adequacy of those systems and ensure compliance the risk propensity approved by the Board of Directors.
Ensuring the integrity of financial reports
- Approval and undertaking by the members of the Board and the executive management of the integrity and integrity of the financial reports to the shareholders in the General Assembly of the Company.
The members of the Board of Directors, CEO & CFO of the Company shall make a pledge for shareholders the financial statements for the year ended shall be presented in a proper and fair manner, and that these statements review all the financial aspects of the Company and the subsidiaries of the data and operating results and shall be prepared in accordance with the International Accounting Standards approved by the Capital Markets Authority and other regulatory bodies and have been audited and reviewed by an accredited audit office.
- Approval and commitment of the Executive Management (CEO & CFO) to the members of the Board of Directors of the integrity and integrity of the financial statements.
The Executive Management shall submit to the Chairman of the Board of Directors an acknowledgement and undertaking of the accuracy and integrity of the financial statements provided to the External Auditor and that the financial reports of the Company have been presented in a proper and fair manner and in accordance with the international accounting standards applied in the State of Kuwait and approved by the Capital Markets Authority and that they reflect the financial position of the Company and the External Auditor has exercised due diligence to verify the integrity and accuracy of these reports for the financial year
Ensure the integrity of financial reports
The executive management has always worked to provide a written pledge through the CEO and the financial director of the Board of Directors for the integrity of the financial statements, in addition to submitting a similar written pledge by the Board of Directors to the shareholders of the integrity and integrity of all financial statements.
Third: Ensure the independence and impartiality of the external auditor.
The Audit Committee undertakes the mechanism of appointing the external auditor, maintaining good relations, and recommending to the Board of Directors. The Audit Committee meeting was recommended to discuss the appointment of the company’s external auditor from the approved list of auditors at the Capital Markets Authority, and to approve and determine their fees by the Audit Committee to recommend it to the Board of Directors. And after approval by the General Assembly to appoint them according to the aforementioned recommendation, the independence of the external auditor from the company and the Board of Directors was also confirmed, and it was confirmed that he did not perform additional work for the company that does not fall within the scope of auditing which may affect impartiality or independence.
Fourth: Meetings of the Audit Committee:
First: Independent Risk Management Unit:
The company has an independent risk management unit whose administrators enjoy full technical independence through their direct subordination to the risk management committee, in addition to having a great deal of powers in order to carry out their tasks to the fullest without granting them financial powers and powers.
Risk Management Committee
The Risk Committee formed in the aim of assisting the Board of Directors to fulfill its responsibility to perform its functions in supervising in general the current risk situations from which they may arise, risk strategies, in particular the Company’s tendency towards the risks of investment activities, policies and procedures, reviewing the transactions and transactions proposed to be carried out by the Company with related parties, ensuring the Company’s compliance with the relevant laws, policies, regulations and instructions, evaluating appropriate recommendations thereon to the Board of Directors and evaluating the systems and mechanisms of the Company. Identify, measure and follow up the different types of risks to which the company may be exposed, in order to identify its shortcomings and the membership in this committee shall be appointed by the Board of Directors, provided that the Risk Committee consists of three members of the Board of Directors, provided that its Chairman is a non-executive member of the Board of Directors.
Meetings
The company has efficient and effective internal control systems and risk management processes, and the Board of Directors has confirmed an organizational structure that goes with the company’s business strategy and activities, detailed job descriptions of functions and responsibilities, and official policies and procedures for all functions and operations of the company, and the implementation of the above is monitored by the internal audit unit, which enjoys full independence.
The Company has controls that enable employees to contact the Chairman of the Board of Directors to report their concerns about the possibility of irregularities by anyone in the Company “Reporting Violations” by approving the reporting policy and procedures and publishing them on the shared folders of employees in addition to placing reporting forms on the Company’s website.
Develop sound risk management and internal control systems.
The company has established a risk management that works to protect the company from potential risks of various kinds and determine the tendency of acceptable risks through the development of a set of internal control systems sufficient and appropriate to the company's activity and the nature of its work.
The Board of Directors has formed the Risk Committee in accordance with the rules of governance and as stipulated in Article (6-4) Chapter VI of Book V - Corporate Governance. From the Executive Bylaws of the Capital Markets Authority Law.
Second: Independent Internal Audit Unit
The company has an independent internal audit unit that enjoys full technical autonomy as it reports to the Audit Committee and is subordinate to the Board of Directors. The organizational structure of the company has amended to clarify the establishment of the unit and its administrators who registered with the register of jobs to be registered with the Capital Markets Authority.
First: The Charter of Action, which includes the standards and determinants of professional conduct and ethical values
The Board of Directors has set standards and determinants that establish the concepts and ethical values of the company, and has entrusted the executive management with the implementation of the objectives of the company in accordance with those standards and determinants, and the charter has clarified the tasks entrusted to the Board of Directors and all employees, and the charter of work has included a set of determinants and standards that work to establish the principle of:
- The commitment of each member of the Board of Directors and the Executive Management to all laws and instructions.
- Represent all shareholders.
- Commitment to the interest of the company, the interest of shareholders and the interest of other stakeholders and not only the interest of a specific group.
- The member of the Board of Directors or Executive Management shall not use the functional influence of the position for the sake of private interest or any personal ends, for himself or for others.
- Not to exploit the assets and resources of the company to achieve personal interests, and to work to use those assets and resources optimally to achieve the objectives of the company.
Emphasis on the establishment of a tight system and a clear mechanism that prevents the members of the Board of Directors and employees from exploiting the information they have seen by virtue of their location for their personal benefit, in addition to prohibiting the disclosure of information and data belonging to the company except in cases where it is allowed for disclosure or according to legally confirmed requirements.
Second: Policies and mechanisms on reducing conflicts of interest
1.No employee or member of the Board of Directors may engage in any activities that may give rise to a conflict between his interest and the interest of the company, in order to avoid exposing the company to suspicion of conflict of interest even if there is no actual conflict of interest. For employees who are responsible for issuing orders for the purchase of equipment, transport services, employment contracts and other services of the company, they may not have a significant stake in any company supplying equipment and services to the company.
2.Family members of an employee or board member may also not have such an interest, and the term ``significant share`` means any financial interest that may affect the employee's decision to conduct business for Sharq Investment Company and a potential or real conflict of interest occurs when the employee is in a situation that affects a decision that may result in personal gain for himself/herself or for another employee or for a member of his family, friends or relations.
3.The Conflict of Interest Reduction Policy provides for reporting any interest of the employee, board member or their relatives in any contracts or dealings with the Company and not taking any decision or voting on any decision related to such interest if it exists.
4.The Board of Directors has developed a clear and approved policy for dealing with related parties ``if any`` to ensure that transactions with related parties are reviewed by the Risk Management Committee and finally approved by the Board of Directors, provided that the approval of the Ordinary General Assembly to deal with related parties is obtained at the end of the financial year.
5.The Company has also put in place a mechanism to ensure that the members of the Board of Directors, executive management and employees of the Company comply with the policy of reducing conflicts of interest.
First: A summary of the mechanisms and policies of accurate and transparent presentation and disclosure that define the aspects, areas and characteristics of disclosure
“Sharq Investment Company” insure a policy of disclosure towards its Board of Directors, shareholders and stakeholders on the one hand and towards the concerned and supervisory authorities in compliance with the laws and regulations followed in the State of Kuwait on the other hand, and stipulates the need to adhere to the accurate and organized internal and external disclosure of all financial matters and material information related to the company including the statement of financial position, performance, ownership and any practices related to control of the company or its decisions, and such transparency would create an atmosphere of trust Reassure internally and externally, and eliminate conflicts of interest with related parties/relationship. Transparency also ensures a clear communication between shareholders, the Board of Directors and executive management and creation of an effective climate of credibility in the work environment, which is a responsibility borne by all parties, and “Sharq Investment Company” is committed to follow all laws, regulations and instructions related to disclosure issued by various regulatory and supervisory authorities in a timely manner, believing in the importance of transparency in enhancing the confidence of shareholders and stakeholders and maintaining the reputation of the company in the markets in which it operates.
The material information is disclosed through the company’s creation of a special register of disclosures at the company’s headquarters and available in the Investor Affairs Unit and on the company’s website available to shareholders.
Second: About the Register of Disclosures of the Members of the Board of Directors and Executive Management
Third: About the Investor Affairs Unit
The Investors Unit is responsible for making available and providing the necessary data, information and reports to current shareholders and potential investors, as well as maintaining a copy of the company’s shareholders’ register and following up on updates of the register with the Kuwait Clearing Company to update shareholders’ information, as well as the Investor Affairs Unit is the body entrusted with providing data, information and reports to shareholders in many ways, whether through official correspondence or through the means of disclosure recognized in coordination with the concerned departments or through the company’s website.
Fourth: Reliance on IT infrastructure in disclosure processes
First: A summary of the definition and protection of the general rights of shareholders:
The current shareholders of “Sharq Investment Company” are registered in the books and records of the Kuwait Clearing Company, and each share entitles its owner to a share equal to the share of others without discrimination in the ownership of the company’s assets and in the dividends distributed to which the shareholders are entitled to the company where the shareholder alone has the right to receive the amounts due for the share, whether they are shares in the profits or a share in the company’s assets, and each shareholder regardless of the percentage of his ownership shall have the right to:
- Obtaining dividends in accordance with the results of the company and the recommendations made by the Board of Directors and approved by the General Assembly in the form of cash dividends or bonus shares.
- Participate in the election and removal of the members of the Council in accordance with the laws governing them.
- Participate in the management of the company by running for membership of the Board of Directors, attending the general assemblies, participating in their deliberation and voting on its decisions in accordance with the provisions of the law, the memorandum of association and the articles of association.
- Obtain at least seven days before the Ordinary General Assembly Meeting the financial statements for the elapsed accounting period, the report of the Board of Directors and the report of the Auditor and the annual report.
- Monitor the performance of the company in general and the work of the board of directors in particular, hold accountable the members of the board or executive management, and file liability claims individually on behalf of the company in the event that the company does not raise them, in case they fail to perform the tasks assigned to them. The shareholder may file his personal claim for compensation if the fault caused him harm.
- Disposition and transfer of shares owned by him in accordance with the law, and priority in the subscription of new shares, bonds and sukuk if they express their desire to do so not for a period not exceeding fifteen days from the date of their invitation to use this right in accordance with the provisions of the law of the company.
- Obtain information and data on the company’s activity and operational and investment strategy on a regular and easy basis without prejudice to the interests of “Sharq Investment Company” in accordance with the regulations and laws followed.
- A number of shareholders representing 25% of the capital have the right to request the replacement of the auditor during the financial year.
Second: Encouraging shareholders to participate and vote in the meetings of the company's assemblies
The Board of Directors of the Company has provided a Whistleblowing Policy, under which the Company is committed to observing integrity, professional and ethical conduct in all dealings and provides an opportunity for stakeholders to report any irregularities or any illegal, unethical or illegal activities, with the Company's obligation to be confidential in the procedures of investigating the violation while providing protection to the amount without prejudice to it.
First: Systems and policies that ensure the protection of the rights of stakeholders
In order to protect the transactions of stakeholders with the Company, whether contracts or deals, the Company has approved internal policies and regulations, including but not limited to the following:
- Policy for the protection of the rights of stakeholders.
- Policy to reduce conflicts of interest.
- Whistleblowing policy.
- Transaction Policy with Related Parties.
Second: Encouraging stakeholders to participate in the follow-up of the company's various activities
a policy of reporting violations, under which the company is committed to taking into account integrity and professional and ethical behavior in all transactions and provides the opportunity for stakeholders to report any violations or any illegal, unethical or illegal activities, with the company's commitment to confidentiality in the procedures of investigating the violation while providing protection without harming it.
First: Requirements for the development of mechanisms that allow both members of the Board of Directors and the Executive Management to receive training programs and courses on an ongoing basis:
The company has developed induction programs for new members and newly appointed employees “especially” in order to ensure that they have an appropriate understanding of the company’s functioning and operations and those programs included “the legal and supervisory obligations placed on the members of the board of directors and the company, the responsibilities and tasks entrusted to them, the powers and rights available to them, the financial and operational aspects of all the company’s activities and the company’s strategy and objectives”, and appropriate training programs, workshops and conferences were proposed for both current board members, executive management and employees related to the work of the company. The company, especially training courses in combating money laundering and the financing of terrorism, in order to develop their skills, experience, and keep abreast of developments in a way that helps them perform the tasks entrusted to them.
Second: Evaluating the performance of the Board of Directors as a whole and the performance of each member of the Board of Directors and the executive management
Third: The efforts of the Board of Directors in creating corporate values (Value Creation) among the employees of the company
The Board of Directors exerts great efforts in creating corporate values (Value Creation) among the employees of the company by achieving the objectives, improving performance rates and stressing the executive management’s continuous commitment to motivate employees by linking the rewards and promotions they receive to their performance, which is evaluated through clear criteria that are communicated to them in order to do their best in achieving the strategic objectives of the company by adhering to the annual business plan set. The company is also keen to develop the performance of employees by arranging training courses for them, encouraging them and supporting them to obtain more specialized professional certificates for each according to his field of work. The company characterized by the stability of its employees and the scarcity of resignations from work in the company because of the positive atmosphere provided by the executive management of employees that encourages them to do their best. The company has developed a code of conduct and business obligations that defines the responsibilities of employees towards compliance with the applicable laws and towards corporate values, which include maintaining the confidentiality of information and maintaining personal and professional behavior that is consistent with the company’s values.
Regulatory environment
- The Company’s commitment to the values of integrity and ethics;
- Oversight by the independent Board of Directors of the development and performance of internal controls;
- Use structures, reporting lines, powers and responsibilities in pursuit of objectives;
- Commitment to attract, develop and retain competent people;
- Holding people accountable for internal oversight responsibilities.
Risk Assessment
• The company identifies risks in order to achieve its company-wide objectives and analyzes them as a basis for knowing how to manage these risks.
• The Company takes as a possibility of fraud in its risk assessment in order to achieve the objectives.
• The Company identifies and evaluates changes that may significantly affect the internal control system
Regulatory Activities
- The Company selects and places control activities that contribute to risk reduction in order to achieve the objectives to acceptable levels.
- The company selects and develops general technology control activities in order to support the achievement of objectives.
- The company uses control activities through policies that define what is expected and procedures that put policies into practice.
Information & Communication
• The Company communicates information internally, including the objectives and responsibilities for internal control, necessary to support the internal control function.
• The Company communicates with third parties on matters affecting the internal control function.
Follow-up activities
- The Company selects, develops and conducts continuous and/or separate evaluations to ascertain whether internal controls exist and are in use.
- The Company shall assess and report on internal control deficiencies in an appropriate manner to the parties responsible for taking corrective actions, including senior management, the Company’s Board of Directors and its committees, whenever required.
The current activity of the company is organized into the following functional groups:
- Investment and Asset Management.
- Manage processes and settlements.
- Financial management.
- Administrative Affairs and Human Resources.
- Management of the Investor Affairs Unit.
- Risk Unit.
- Audit unit.
- Conformity and Compliance Unit
The Board of Directors of the Company The ( BOD) consists of five members. The Board of Directors has broad powers except as determined by law, articles of association or general assembly. The Board of Directors assumes its responsibilities mainly in accordance with the Company’s Articles of Association.
The Board also has supervisory responsibilities related to the integrity and accuracy of the financial statements, the performance of external auditors, the monitoring of the performance of internal audit work, business practices and ethical standards of the company.
In addition, the Board is responsible for reviewing the Company’s policies and practices with respect to internal controls and exposure to risks. The role of the Board of Directors includes, among other things:
- Approving the important objectives, strategies, plans and policies of the company, including the company’s comprehensive strategy and master business plans, reviewing and directing them, the optimal capital structure of the company and its financial objectives, a clear policy for the distribution of profits of all kinds (cash / in kind), in order to achieve the interests of shareholders and the company and performance objectives, monitoring the implementation and overall performance in the company and the organizational and functional structures in the company and conducting periodic review thereon.
- Approving the annual estimated budgets and approving the interim and annual financial statements.
- Supervise the main capital expenditures of the company, and own and dispose of assets.
- Ensure the extent to which the company adheres to the policies and procedures that ensure the company’s respect for the applicable internal laws and regulations.
- Ensure the accuracy and integrity of the data and information to disclose in accordance with the applicable disclosure and transparency policies and systems.
- Establishing effective communication channels that allow the shareholders of the company to continuously and periodically inform about the various aspects of the company’s activities and any material developments.
- Develop a special governance system for the company – in a manner that does not contradict the provisions of these rules – and supervise it and monitor its effectiveness and amend it when needed.
- Prepare an annual report to be read out at the annual general assembly of the company that includes the requirements and procedures for completing the rules of corporate governance and the extent of compliance with them, provided that this report is included in the annual report prepared on the activities of the company with a statement of the rules that have been adhered to and the rules that have not been adhered to with the justifications for non-compliance.
- The formation of specialized committees emanating from it in accordance with a charter clarifying the duration of the committee, its powers and responsibilities and how the Council controls it, and the decision to form includes the nomination of members and the definition of their tasks, rights and duties. This is in addition to evaluating the performance and work of these committees and their main members.
- Ensure that the policies and regulations confirmed by the company are transparent and clear to allow the decision-making process and achieve the principles of good governance, and the separation of powers and powers between both the Board of Directors and the executive management and their policy of delegating and implementing the work entrusted to the executive management.
- Determine the powers that delegated to the executive management, the decision-making procedures and the duration of the delegation. The Council shall also determine the subjects on which it reserves the power to decide. The Executive Management shall report periodically on its exercise of the delegated powers.
- Supervise and supervise the performance of the members of the executive management, ensure that they perform all the tasks entrusted to them and follow the approved policies and procedures, hold periodic meetings to discuss the progress of work and develop performance standards commensurate with their performance.
- Identify the reward tranches that awarded to employees, such as the fixed bonus segment, the bonus tranche associated with long-term performance and risk, and the bonus bracket in the form of shares.
- Appointing or dismissing any of the members of the executive management, including the head of the executive branch or his equivalent.
- Develop a policy that regulates the relationship with stakeholders in order to preserve their rights.
- Develop a mechanism to regulate dealings with related parties, in order to reduce conflicts of interest.
- To periodically ensure the effectiveness and adequacy of the internal control systems in force in the Company and its subsidiaries, such as ensuring the integrity of the financial statements and the application of appropriate control systems to measure and manage risks, by identifying the scope of risks that the Company may face, creating an environment familiar with the culture of risk reduction at the company level, and presenting them transparently with stakeholders and related parties of the Company.