Corporate Governance Policy


1. Corporate Governance

The Corporate Governance is a set of policies and bylaws that regulate the relationship between the Company’s Board of Directors (BOD) and the shareholders and the other stakeholders, and provide the structure through which the Company’s objectives and realization thereof are laid down and the parties entrusted with monitoring the performance are identified.

Therefore, Corporate Governance provide BOD and Executive Management with the motivation to achieve he objectives for the best interests of the Company, and facilitate the effective oversight and, hence, ensure the efficient utilization of the Company’s resources.

Corporate Governance, in general, is based on certain rules including such principles, approaches and methodologies that address requirements for achieving the corporate governance targets.
 

2. Importance of Corporate Governance

The Company places more importance on the Corporate Governance to achieve the following:
  1. Strengthen the managerial efficiency
  2. Obtain funding at lower cost
  3. Enhance the supervision and audit procedures.
  4. Support the Company’s social responsibility
  5. Ensure equality, transparence and fair treatment.
  6. Avoid conflict of interest.
 

3. Corporate Governance within Kuwait Business Town Real Estate Company

Kuwait Business Town Real Estate Company “KBT” adopts the Corporate Governance guidelines issued by Capital Markets Authority (CMA) by virtue of the Resolution No. 72 of 2015 to regulate the decision making process in the Company and ensure transparency and reliability of such decisions.
 

4. Corporate Governance Rules

Corporate Governance rules are represented in the principles, policies and procedures that provide the best protection and balance between the interests of the Company’s management and those of the shareholders and the other related stakeholders. Such rules are doped with the aim to ensure that the Company operates for the interests of the shareholders and, accordingly, build upon their trust on the Company’s efficient performance and ability to withstand the crises.
 

5. Board of Directors

The Company’s BOD maintains the balance in the Company, achieves the shareholders’ expectations and monitors the performance of the Executive Management. BOD strives to realize the Company’s strategic objectives by ensuring that the Company’s Executive Management strive to accomplish the tasks entrusted to it, improve the Company’s competitive advantages, realize high growth ratios and maximize the profits, and that the decisions and actions of the Executive Management are in the best interests of the shareholders.  
 

BOD Composition

BOD is comprised of the following members:
Name Post
Mr. Salem Khadir Mohammed Al-Hisawi Chairman
Mr. Hassan Sayyid Ali Al Mouswi Vice Chairman
Mr. Essa Abbas Murad Director
Mr. Jabir Ahmad Ghadanfar Director
Mr. Abdul Kareem Ahmad Abdul Kareem Al Ibrahim Director
Mrs. Mona Taleb Al-Mowed Director
Mr. Masoud Ghloum Abbas Akbar Independent Director
 

BOD Committees

BOD formed three committees that carries out their roles in accordance with charts, each of which sets out the term, authorities and responsibilities of each committee. These committees are:
  1. Nomination & Remuneration Committee “NRC”,
  2. Audit Committee “AC”, and
  3. Risk Management Committee “RMC”.
 

1. Nomination & Remuneration Committee “NRC”

NRC prepares the recommendations to BOD with respect to the proposed nominations for BOD membership and Executive Management, and lays down the policies and procedures that govern all remuneration and compensations. NRC meets at least once a year and whenever necessary.

2. Audit Committee “AC”

Formation of AC in KBT ensures the sound adoption of Corporate Governance rules. AC strives to reinforce the culture of compliance inside the Company by ensuring the soundness and integrity of the financial reporting and efficiency and adequacy of the Company’s internal control systems. AC meets on a quarterly basis (at least four times a tear) and whenever necessary.

3. Risk Management Committee “RMC”

RMC plays a vital role in the Company and extends its advice and support to BOD in implementation of risk management system by laying down the policies and procedures of risk management. The Committee is also responsible for oversight over the in-house risk management infrastructure and ensuring that the procedures for identification, assessment and treatment of risks are in place and risks are efficiently managed in line with the internal guidelines of the Company’s Risk Management Unit.

Executive Management

The Company’s Executive Management is comprised of persons entrusted with the day-to-day operations of the Company (Chief Executive Officer “CEO”, CEO Deputies, CEO Assistants, Senior Executives and the like). The Executive Management are entrusted with the following roles:
  1. Implementing the Company’s strategic plans and their related policies and procedures.
  2. Full responsibility for the overall performance of the Company and its financial results.
 

Risk Management Unit

The Company’s organization structure approved by BOD includes an independent Risk Management Unit that is preliminarily engaged in measuring, following up and minimizing all types of risks the Company is exposed to.
 

Internal Audit Unit

An independent Internal Audit Unit is also included in the Company’s BOD approved organization structure. The Internal Audit Unit is directly reporting to BOD and ensures adequacy of the internal control systems, integrity and accuracy of the Company’s financial information and efficiency of the Company’s operations.
 

Code of Conduct & Ethics

The Company expects BOD members and personnel to perform at the highest levels and act in a manner to improve the Company's image and reputation. To this end, the Company developed a Code of Conduct that covers the required ethics and behaviors for every BOD member, officer and staff in their dealing with the stakeholders and the public.
Code of Conduct & Ethics focuses on the principles of equality, transparency, accountability, integrity, professionalism, impartiality, loyalty and enthusiasm to achieve the Company's mission and objectives. The employees must abide by the provisions of the Code of Conduct & Ethics.
 

Policies & Bylaws

The Company adopts the policies and procedures as required by the Corporate Governance rules. These are:
  1. Audit Policy.
  2. Conflict of Interest Policy.
  3. Related Party Transactions Policy.
  4. Risk Management Policy.
  5. Stakeholders' Rights Policy.
  6. Shareholders' Rights Policy.
  7. Disclosures & Transparency Policy.
  8. Social Responsibility Policy.
  9. BOD & Executive Management Training Policy.
  10. Reporting Policy.
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