Corporate Governance

Corporate Governance

Shamal Az-Zour has developed its Corporate Governance framework to the highest standards defined by the Capital Markets Authority which has four key elements: good relations with shareholders, effective cooperation between the Management and the Board, a system of performance-related compensation for managers and employees, as well as transparent and early reporting , and protecting the rights of the stakeholders.

Corporate Governance Structure

Board Responsibilities

The Board has the overall responsibility for the company as follows:

  • Strategy - approval, oversight, and implementation of the strategic direction and objectives.
  • Shareholder value – creating and delivering sustainable shareholder value through effective management of the business.
  • Risk appetite – approval and oversight of the risk appetite and risk strategy.
  • Corporate governance – ensuring sound standards of corporate governance in terms of Board practices, Management, and internal controls, compensation, organization structure, disclosure, and transparency.

Board Committees

Board Nomination and Remuneration Committee

The Board Nomination and Remuneration Committee is responsible for recommendations to the Board of Directors to appoint the members of the Board of Directors and executive management as well as to assess the remuneration of the Board of Directors and executive management in accordance with strategic objectives.

Moreover, the committee develops training and to raise the awareness of the Board of Directors and oversees the evaluation process of the Board and its Committees.

Board Risk Committee

The Board Risk Committee is responsible for the review and monitoring of all aspects of risk management including risk appetite, strategic risk, market risk and operational risk. The Risk Committee has to review policies on all matters related to risk and submit a periodic report to the Board and to the regulatory authorities.

The Board Risk Committee is also responsible for the oversight of disaster recovery and the business continuity plan and oversight of the compliance risk and the disclosures in the annual report.

Board Audit Committee

The Board Audit Committee is responsible for overseeing the internal control framework and its effectiveness via the internal audit function and reports the results to the Board of Directors.

Moreover, the Board Audit Committee is responsible for the monitoring and coordinating with the external auditors on subjects related to the financial statements.

Corporate Values

Code of Conduct

The Board takes the lead in setting up a code of conduct to clarify the organization's mission, values and principles to act as an open disclosure on the way the company operates and as a tool to encourage discussions on ethics and to improve how employees deal with the ethical dilemmas, prejudices and grey areas that are encountered in everyday work.

Conflict of Interest Policy

Shamal’s conflict of interest policy is intended to guide all its Board of Directors and employees about situations that generate conflicts of interest and to provide means for individuals and the company to manage these conflicts and to promote the best interests of the company.

Related Party Transactions Policy

The related party transactions policy sets out the guidelines and principles to ensure that related party transactions are conducted according to the best practices of corporate governance and appropriate transparency, always prioritizing the best interests of the company and avoiding abuses and misuse of company assets.

Confidentiality

The company is committed to preserve the confidentiality of information and data as well as non-public information, as per the laws and instructions issued by the regulatory authorities.

Whistle Blowing

The company ensures a transparent working environment for its all employees where the aim of whistle blowing policy that has been set out by the Board is to encourage employees and others who have serious concerns about any aspect to feel confident to come forward and voice those concerns without fear of subsequent discrimination, disadvantage or dismissal.

Shareholders’ Rights

Protecting shareholders’ rights is a key requirement stipulated by corporate ‎governance rules and the Companies Law. Shamal has prepared a policy that ensures identification and ‎protection of shareholders' rights in accordance with the company’s Articles of ‎Association to ‎ensure that all shareholders can exercise their rights in an equal and fair manner.

Stakeholders’ Rights

Shamal ensures respect and protection for the rights of the company's stakeholders set forth in the applicable laws of the State of Kuwait and treatment of all stakeholders in a fair and equal way. Stakeholders are customers, shareholders, employees, community, vendors, and regulatory authorities.

Corporate Social Responsibility

Shamal will seek to be an active community player and will make a positive impact on the Kuwaiti community. The company supports socially responsible activities, based on the belief that all business activities should take into consideration Corporate Social Responsibility.