We are committed to implementing the best corporate governance standards and practices being necessary for gaining the confidence of our shareholders, customers, employees and all stakeholders. We commit ourselves through governance framework applied by the company with honesty, integrity, fairness and transparency in the protection of the rights of our shareholders and our dealings with all stakeholders.

The Board consists of (9) members, the Board of Directors is responsible for achieving the goals of Shareholders, Executive Management Performance and Oversight.

Mr. Abdulrahman Mousa Al Ma’rouf: Chairman – non-Executive (Chairman of corporate governance committee)

Mr. Raad Khalaf Al Abdullah: Vice Chairman- Executive

Mr. Bader Meshari Al Homaizi: Member of the Board of Directors-non-executive independent (Chairman of the Audit and Risk Management Committee)

Mr. Ahmad Khalid Ahmad Al Homaizi: Member of the Board of Directors-non-Executive (Chairman of Nomination and Remuneration Committee)

Mr. Emad Ahmad Al-Houti: Member of the Board of Directors-non-Executive

Mr. Sulaiman Abdulrahman Al Ma’rouf: Member of the Board of Directors-CEO

Mr. Ma’rouf Abdulrahman Al Ma’rouf: Member of the Board of Directors-non-Executive

Mr. Abdulrahman Ahmad Al Ma’rouf: Member of the Board of Directors-Executive

Mr. Mousa Ahmad Al Ma’rouf: Member of the Board of Directors-Executive

The Board establishes the following specialized committees which provide support and recommendations to support the Board in carrying out its tasks. The Board has formed these committees and adopted charters of its work and its authorities.

 

Audit and Risk Management Committee.

The Audit Committee and Risk Committee has been merged into one committee since 2014aims to ensure the safety, integrity of the financial reports of the company, verify the adequacy and effectiveness of internal control system in the company and instill a culture of commitment within the company and develop Strategies, policies and Regulations of Risk Management and consistent with the company’s tendency to take risks. Audit and Risk management Committee consists of four members from the non-Executive Board members, The Committee is chaired by an independent member. The Chairman or Executive members of Board should not be a member of the Committee. As shown below:

tbl1-1

 

Nomination and Remuneration Committee.

The Committee aims to prepare Recommendations on the Nominations for members of the Board of Directors and executive management as well as provide recommendations for Policies, Regulations governing compensation and Bonuses. Nomination and Remuneration Committee consists of five members of the Executive and non-Executive Board members, The Chairman of Committee should be from non-Executive members and the committee should include one independent member. The Chairman of the Board should not be a member of this committee. As shown below:

tbl2

 

Corporate Governance Committee.

The Committee aims to verify the company’s corporate governance systems and instructions, verify the effectiveness of the applied governance frameworks, protect shareholders ‘ rights, raise accurate, sufficient and appropriate disclosure of information to meet the needs of stakeholders, raise annual report and recommendations to Board of directors regarding corporate governance applied in the company. Corporate Governance Committee consists of five members of the Executive and non-Executive Board members, The Chairman of the committee is the Chairman of the Board as a non-executive member. The committee should include independent member. As described below:

tbl3-1

 

 

 

The company has an effective system of Internal control is based on a set of Policies, Regulations and authorities approved by the Board which covering all operations and are adhered to by all departments, Internal audit Department, Risk management Department and compliance Department commit to make control for the company’s business.

The company has a separate Department for internal audit followed by Audit and Risk Management Committee from the Board of Directors directly, internal audit department provides oversight and advisory services to assist the company in achieving its objectives with coordination for achieving their objectives and add value to the company, and to be applied according to the International Institute of Internal auditors with its all International Standards.

The company has a separate Department of Risk Management follows Audit and Risk Management Committee emanating from the Board of Directors directly, as Risk management works on identifying, measuring and monitoring the company’s Risks.

The company has a Department of compliance and disclosure follow Chairman Consultant for Shareholders affairs to verify the company’s committed with all laws, Regulations requirements and follow-up the company’s disclosures to Regulatory authorities.

The Audit Committee provides a recommendation to the Board on Appointment/Reappointment of the External auditor, verify its independence and ensure that it doesn’t do any additional work may affect its independence, The external auditor is appointed by the General Assembly of the shareholders that has been appointed Dr. Shuaib A. Shuaib from RSM Albazie & Co. and Dr. Ali Owaid Rukheyes from Al Waha Auditing office as Auditors.

The company is committed to apply the best standards of transparency, the Board had adopted policies and procedures that ensure disclosure, provide accurate and timely information to shareholders and stakeholders, The company has a central unit is a unit of Disclosure and Governance where coordination with all departments of the company and the parent company to disclose accurate information in a timely manner, The company’s disclosures are provided to Capital Market Authority (CMA), Kuwait Stock Exchange (Boursa Kuwait) and published on the company’s website.

The company is committed to protect the Rights of shareholders and stakeholders, the Board adopts policies that ensure the protection of shareholders’ rights and ensure the exercise of shareholders ‘ rights contained in the corporate law and Capital Markets Authority instructions, which include the following:

  1. Book the property value in the company’s records.
  2. The disposition of the shares, registration, transfer and / or ownership of the stock conversion.
  3. Earn their profits rights after the dividends distribution.
  4. Earn their shares from the company’s assets in place of liquidation.
  5. Receive all data and information about the company’ activities on a regular basis.
  6. Participate in meetings of the general assembly of shareholders and vote on their decisions.
  7. Election of Board of Directors.
  8. Monitor the company’s performance in general and BOD.
  9.  Issues of Board of Directors members or executive management and sue the responsibility when    there is a case of failure to perform the tasks assigned to them.

Investor’s Relationship Department in company communicates continuously with the investor’s community. The Department holds regular meetings with investors and shareholders according to the investor’s relationship program approved by the company. The Department receives all questions and answers them, the company shall publish all financial results and company news, annual reports and call meetings of the General Assembly of shareholders on the company’s website.

The company is committed to the sustainable development of society in General and their staff members in particular, and the company has a policy of social responsibility have been adopted by the Board of Directors to ensure that contributing to sustainable economic and social development.

The Board seeks to apply the highest standards of professional and ethical conduct, the company had prepared a number of policies and procedures that support it: these include rules on the following:

  1. Code of conduct and Professional ethics.
  2. Transactions with related parties.
  3. Conflict of interest.
  4. Confidentiality and security of information.
  5. Whistleblowing.

 

Code of Conduct and Professional Ethics.

BOD had adoption of the Charter for code of conduct and professional ethical which illustrates the standards that must be adhered to by all members of the board of directors. Employees and related parties in their dealings that contribute the establishment of honesty, integrity and ethical behavior in all dealings with values, whether inside or outside the company.

 

Transactions with Related Parties.

The Board of Directors had an adoption on the policy for transactions with related parties and this policy the right rules of conduct of such transactions and the mechanism that is adopted and disclosed in accordance with international standards and the company’s articles and instructions which is issued by regulatory authorities.

 

Conflict of Interest.

The Board of Directors had adoption on the policy to deal with the conflicts of interest and its mechanism to follow-up with the law and the requirements of regulatory authorities and this is to guarantee that not to use the company’s resources or misuse the power and authority for their own interest or affect the interests of the company. The company’s policy describes the oversight responsibilities for the implementation of the conflict of interest policy through internal audit, risk management and audit and risk committees of the company.

 

Secrecy and security of information.

Board of Directors and executive management and staff is committed to maintain the confidentiality of the information and data related to the company and stakeholder’s rights with the customer’s information, suppliers and personal data, in accordance with the rules stipulated in the laws and instructions issued by regulatory authorities in this regard. The company applies security information policy and active procedures to save the security of information.

 

Whistleblowing policy.

 The company is working to comply with integrity, honesty and moral values and valuable laws to all transactions of its employees or through dealing with its stakeholders. So the company has to adopt reporting procedures that will ensure the freedom of reporting for any violations or illegal practice or unethical event through direct channels of communication with the Chairman of the BOD and this to ensure an adequate protection for the amount until the investigations is done on that case. Communications may be submitted by calling directly Telephone number 99237722 or sending an Email to a.oklah@cgc-kw.com or in a sealed envelope to be inserted in Whistleblowing Box situated in the office of Mr. Ahmad Aloklah in Internal Audit Department.