Roles and liabilities of the Board of Directors for the company listed in Kuwait Stock ‎Exchange

The board of directors’ role in the company represents a point of balance that works to achieve the shareholders’ objectives and to follow up on the company’s executive management, as the board of directors seeks to achieve the company’s strategic goals by ensuring that the executive management performs the tasks entrusted to it to the fullest and that it works to enhance the company’s competitiveness, achieving high growth rates, and working on what contributes to maximizing profits, and that the decisions and procedures of the executive management are always in the interest of the shareholders.

As the Board of Directors’ decisions have a significant impact on the company’s performance and the integrity of its financial position, it is assumed that the Board of Directors has tools and mechanisms that allow it to exercise effective control over the work of executive management and follow up on manager performance, and the Board must be provided with all of the necessary information and data to make his decisions.

There must be a clear separation of competencies between him and the executive management in order for the board of directors to carry out its responsibilities effectively.

The duties and roles of the Board of Directors and the Executive Management must be clearly defined in approved policies and regulations to reflect the balance of powers and authorities between the Board of Directors and the Executive Management, as well as not excluding any of the parties with absolute powers, in order to facilitate the process of accountability of the Board of Directors to the company’s shareholders.

The board of directors of the company assumes all of the powers and authorities required to manage it, and the board retains ultimate responsibility for the company even if it forms committees or delegated some of its work to other bodies or individuals. The board must refrain from issuing broad or indefinite delegations.

The board of directors’ responsibilities must be clearly defined in the company’s articles of association, taking into account the general assembly’s powers. The board of directors’ duties and responsibilities include, but are not limited to, the following:

  1. Adopting the company’s major objectives, strategies, plans, and policies, including, at a minimum, the following:
  • Reviewing and directing the company’s overall strategy and main business plans.
  • The company’s optimal capital structure and financial objectives.
  • A clear policy for distributing profits of all types (cash/in-kind) in a way that benefits both shareholders and the company.
  • Determining performance goals and monitoring implementation and overall company performance.
  • The organization’s organizational and functional structures in the company and conduct periodic review thereof as well.
  1. Approving the annual budget estimates and the interim and annual financial statements.
  2. Overseeing the company’s major capital expenditures, as well as owning and disposing of assets.
  3. Ensuring the company’s adherence to policies and procedures that ensure the company’s adherence to applicable internal regulations and rules.
  4. Ensuring that the data and information to be disclosed are accurate and complete, in accordance with the applicable disclosure and transparency policies and systems.
  5. Establishing effective communication channels that allow the company’s shareholders to view the various aspects of the company’s activities and any fundamental developments on a continuous and periodic basis.
  6. Creating a corporate governance system, general oversight of it, monitoring its effectiveness, and making changes as needed.
  7. Observing each member of the Board of Directors and the Executive Management’s performance in relation to the objective performance indicators (KPIs).
  8. Preparing an annual report to be read at the company’s annual general meeting that includes the requirements and procedures for completing the corporate governance rules and the extent of compliance with them, provided that this report is included in the annual report prepared on the company’s activities with a statement of the rules that have been followed and the rules that have not been followed, with justifications. Non-compliance, and that this report is prepared as a bare minimum in accordance with Annex No. (2) of Book Fifteen (Corporate Governance) of the Executive Regulations of the Capital Markets Act.
  9. Establishing specialized committees that will report to it in accordance with a charter that specifies the committee’s term, powers, and responsibilities, as well as how the Board will monitor them. The decision to form also entails naming the members and defining their roles, rights, and responsibilities. In addition, the performance and work of these committees and their main members will be evaluated.
  10. Ensuring that the company’s approved policies and regulations are transparent and clear in order to facilitate decision-making and achieve the principles of good governance, as well as the separation of powers and authorities between the board of directors and executive management. In this regard, the board must take the following actions:
  • Adoption of internal bylaws and regulations pertaining to the company’s work and development, as well as the subsequent delineation of tasks, functions, duties, and responsibilities among the various organizational levels.
  • Adopting a delegation and implementation policy for the work entrusted to executive management.
  1. Establishing the powers to be delegated to executive management, as well as the decision-making procedures and duration of the delegation. The Board also determines which issues it retains the authority to decide on. The executive management reports on its use of delegated powers on a regular basis.
  2. Monitoring and supervising the performance of executive management members, as well as ensuring that they complete all tasks delegated to them, the board of directors must do the following:
  • Ensuring that executive management follows the policies and regulations approved by the Board of Directors.
  • Holding periodic meetings with executive management to discuss the course of work and the obstacles and problems encountered, as well as review and discuss important company-related information.
  • Establishing performance standards for executive management that are in line with the company’s goals and strategy.
  1. Determine the bonus segments that will be awarded to employees, such as the fixed bonus segment, the bonus segment based on performance, and the bonus segment based on long-term risks as well as the bonus segment in the form of shares.
  2. Appointing or dismissing any member of the executive management, including the head of the executive body or someone similar.
  3. Create a policy that governs the relationship with stakeholders in order to protect their rights.
  4. Creating a mechanism to regulate transactions involving related parties in order to reduce conflicts of interest.
  5. To ensure the effectiveness and adequacy of the internal control systems in place in the company and its subsidiaries on a regular basis, including:
  • Ensure the integrity of the financial and accounting systems, including those related to financial report preparation.
  • Ensuring the use of appropriate control systems to measure and manage risks by defining the scope of risks that the company may face and creating a risk-averse environment as well as creating an environment familiar with the culture of risk reduction at the company level, and presenting it transparently with stakeholders and related parties to the company.

In addition to such obligations, the Chairman of the Board of Directors is responsible for the Board of Directors’ proper and effective functioning, including the timely provision of complete and correct information to Board members and independent members. The Chairman of the Board of Directors’ duties and responsibilities include, but are not limited to, the following:

  1. Ensuring that the Board of Directors discusses all critical issues in a timely and effective manner.
  2. Representing the company in front of third parties in accordance with the provisions of the articles of incorporation.
  3. Encouraging all Board of Directors members to participate fully and effectively in the conduct of the Board’s affairs in order to ensure that the Board acts in the best interests of the company.
  4. Maintaining effective communication with shareholders and conveying their views to the Board of Directors.
  5. Promoting positive relationships and active participation between the Board and the Executive Management, as well as between executive, non-executive, and independent members.
  6. Creating a culture that encourages constructive criticism on issues where members of the Board disagree.

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