Controls Regulating The Work Of The Board Of Directors Of A Company Listed On The ‎Kuwait Stock Exchange

In accordance with the fifteenth book of the executive regulations of the law establishing the Capital Markets Authority and Regulating Securities Activity, the members of the board of directors of the company listed on the Kuwait Stock Exchange shall allocate sufficient time to carry out the tasks and responsibilities entrusted to them, including preparing for board meetings and permanent and temporary committees, and ensuring their attendance, as follows:

First: Organizing the meetings of the company’s board of directors and the agenda

The company’s board of directors shall organize the periodic meetings, and determine the topics to be discussed related to the company’s activity, in addition to the need to take into account the following:

  1. That the number of the company’s board of directors’ meetings shall not be less than six meetings annually, provided that one meeting shall be held at least quarterly.
  2. That the meeting shall be attended by half the number of members of the board of directors, provided that the number of attendees shall not less than three.
  3. That the company’s board of directors shall be held regular meetings on a regular basis, upon the invitation of the chairman.
  4. That the Chairman of the Board of Directors of the company shall call for an emergency meeting upon a written request submitted by two members whenever the Chairman of the Board of Directors is requested to do so.
  5. That the company’s contract and articles of association shall include organizing the process of attending the meetings of the company’s board of directors, as well as how to deal with cases of irregular attendance of those meetings by members.
  6. That the members of the company’s board of directors shall be provided with the board of directors’ agenda with specific topics, supported by the necessary documents and information, at least three working days before the meetings of the board, with the exception of emergency meetings, so that the board members can have sufficient time to study the topics raised and take appropriate decisions. The Board of Directors shall approve the agenda when the meeting is held, and in the event of any member objecting to this agenda, the details of this objection shall be recorded in the minutes of the meeting.

Second: Recording, coordinating and keeping the minutes of the company’s board of directors’ meetings

The company’s board of directors shall have a special register in which the minutes of the board of directors’ meetings are recorded with sequential numbers for the year in which the meeting was held, that indicates the place, date and time of its beginning and end, as well as preparing minutes of the discussions and deliberations, including the voting operations that took place, collating and keeping them so that they can be easily referred to.

The company’s board of directors shall appoint a secretary to the Board from among the company’s employees, and shall define its duties in line with the level of responsibilities it will be assigned to, and the board’s secretary may not be appointed or dismissed except by virtue of a decision issued by the Board of directors. The tasks and responsibilities entrusted to the Board secretary are as follows:

  1. Recording and keeping all minutes of the Board ’s meetings, its records, books and reports submitted to and from the Board, provided that the minutes of the meetings shall be signed by it and all the members present.
  2. Ensuring that the members of the Board follow the procedures approved by the Board, and that the dates of the Board ’s meetings are notified three working days in advance, bearing in mind the emergency meetings.
  3. Ensuring that members of the Board of Directors shall have full and quick access to all minutes of Board meetings, information, documents and records related to the company.
  4. Ensuring proper receipt and distribution of information and co-ordination among the members of the Board and among other stakeholders in the company, including shareholders, different departments in the company, and employees under the supervision of the Chairman.

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