Corporate Governance

Since incorporation, the company has set a robust corporate governance framework in line ‎with supervisory and regulatory requirements of the Capital Markets Authority “CMA” ‎that meets the needs and aspirations of all stakeholders, taking into consideration ‎international leading practices and recommendations.

Boursa Kuwait seeks to enrich the principles of corporate governance as institutional ‎culture, cascaded into its day to day business operations.‎

Corporate Governance Framwork

Board of Directors:

The composition of the Board of Directors of The company is characterized by solid ‎structure commensurate with the nature and business of the Company, it comprises of eight directors, all are non-Executives (NEDs), three of them are independent directors (IDs).

The structure of the Board of Directors collectively is marked by diverse experiences, ‎qualifications, and knowledge in the capital markets sector, including familiarity with legal ‎aspects, governance, internal controls risk management, financial and economic ‎management as well as strategic planning.‎

Our Board of Directors is keen to adopt an effective approach focusing on active and adequate oversight role.

Committees Of Board Of Directors

The Board Of Directors Shall Carry Out Its Tasks With The Support Of Three Main Committees And The Responsibilities And Duties Of Each Committee And The Powers Thereof Shall Be Vested By The Board Of Directors.

Risk Management And Internal Audit Committee

The Existence Of Risk Management And Internal Audit Committee Is One Of The Main Features Of Application Of Good Governance Rules As This Committee Works To Establish The Compliance Culture In The Company Through Ensuring The Integrity And Correctness Of Financial Reports As Well As Checking The Sufficiency And Efficiency Of The Applicable Corporate Internal Control Systems. It Also Promotes The Corporate Efficient Performance By Understanding And Analyzing The Volume Of Risks Ahead Of The Company’s Business To Eliminate Them As Much As Possible To Realize The Corporate Vision In Accordance With The Approved Policies And Standards. Furthermore, The Committee Has The Right Based On The Powers Vested Into It By The Board To Access And Review All Information, Data, Reports, Records And Correspondences Related To The Company’s Business Or Other Matters Which The Committee Deems Important To Review To Ensure Efficient Performance Of The Risk And Internal Audit Works In Accordance With The Corporate Objectives And To Submit Comments And Recommendations Of Risk And Internal Audit Works To The Board Of Directors And Executive Management On Regular Basis.

Nomination And Remuneration Committee

The Goal Of Nomination And Remuneration Committee Is To Promote Efficiency And Performance Through Participation In The Selection Of Qualified Members Of The Board Of Directors And Senior Executives To Achieve The Corporate Vision In Accordance With The Approved Policies And Standards, Develop Policies Of Remunerations Of Board Members And Senior Executives Of The Company. The Committee Also Provides Recommendations To The Board Of Directors Regarding The Requirements Of Appropriate Skills Of Board Members To Realize The Corporate Objectives And Protect The Interests Of Shareholders And Investors With Higher Efficiency At Reasonable Cost. The Committee Has The Unrestricted Right To Access And Review All Information, Data, Reports, Records And Correspondences Related To Nominations To The Board Membership Or Appointment Of Senior Executives Of The Company As Well As The Particulars Related To The Remunerations Of The Board Chairman And Members And Senior Executives Or Other Matters Which The Committee Deem Important To Review As Falling Within Its Powers And Provide Regular Recommendations To The Executive Management And Board Of Directors. The Board Of Directors Shall Take All Necessary Measures For The Committee To Perform Its Tasks.

The Board Executive Committee

The Board Executive Committee At Salhia Real Estate Co. That Is Affiliated With The Board Of Directors, Was Established As An Added Value To Operational Activities, And To Enhance The Effectiveness Of The Managerial And Executive Bodies, Where The Board Executive Committee Is Considered As An Assisting Tool For The Board Of Directors In Fulfilling Its Duties Towards The Activities Specified In The Committee Charter.
The Charter Of The Board Executive Committee Has Comprised A Number Of Duties And Responsibilities That Is Administered By The Committee For Managing Financial And Accounts-Related Affairs, Human Resources And Managerial Affairs, Investment Management, Real-Estate And Construction Management Within Salhia, And The Committee Calls For Meeting At Least Once Every Quarter And When Necessary, And It Is Allowed To Meet With Any Of The Executive Personnel Within The Company To Discuss Corporate Affairs And Challenges, In Addition To Presenting And Discussing The Information Pertaining To The Duties And Responsibilities Of The Committee

Remunerations Of Board Of Directors And Executive Management

The Company Has Established Clear Policy For The Remuneration Of The Members Of The Board Of Directors And Executive Management. The Nomination And Remuneration Committee Prepares Detailed Annual Report On All Remunerations Given To The Members Of Board Of Directors And Executive Management Whether Cash Amounts, Benefits Or Privileges Of Whatever Nature Or Title And Such Report Shall Be Presented To The Company General Assembly For Approval And Shall Be Read By The Chairman. The Company Shall Apply Accuracy And Transparency Standards Upon Preparation Of The Remuneration Report, Disclosing All Granted Remunerations Whether Direct Or Indirect And Avoiding Any Attempted Misleading Or Concealment.

Investor Relations

The Board Of Directors Of Salhia Real Estate Company Shall Fulfill Its Obligation To Represent The Shareholders And Stakeholders. As Part Of Such Obligation, The Corporate Policy Set Policies And Procedures To Fairly Represent The Company Whereby The Existing Investors And Potential Investors Would Be Kept Informed Of The Investment Decisions.

Investor Relations Policy
  1. The Company Always Releases Its Financial Results And Fundamental Developments To Kuwait Stock Exchange Market, Its Shareholders And Stakeholders In Transparent And Comprehensive Manner.
  2. The Company Makes Announcements And Communications Through Its Authorized Points Of Contact.
  3. The Company Uses Its Website As Additional Channel Of Communication
  4. The Company Is Proactive In Dealing With Relevant News And Rumors To Avoid Any Speculation Of Its Stocks
  5. The Company Provides Information To Analysts And Mass Media To Help Them Publish Their Opinions About The Company Rather Than Impact Such Opinions
  6. The Company Seeks To Meet With The Shareholders At Least Once Each Fiscal Year As Part Of The Ongoing Communication Program And Secure Their Feedback On The Company.
  7. Any Non-Public Information Unintentionally Disclosed To Investment Analysts Or Specialists Or Any Shareholder Who May Utilize Such Information For Trading Shall Be Disclosed Immediately To The Investors And Stakeholders.

 

Stakeholder’s Rights

Stakeholders Are Defined As Party Or Corporation Holding Some Interest In The Company. The Stakeholders May Impact Or Get Impacted With The Corporate Procedures, Goals And Policies. The Stakeholders Of Any Company Are The Investors, Employees, Clients And Suppliers. The Expectations Of Stakeholders May Sometimes Be Different And Conflict With Each Other. The Company Is Responsible For Setting Balance Between Its Own Interest And The Interest Of Stakeholders.
Internal Stakeholders Are Groups Inside The Business Corporation Such As Shareholders, Directors And Employees. External Client Public: Groups Outside The Corporation Such As Suppliers And Clients.

Conflict Of Interest Policy

As Part Of Corporate Governance, The Company Prepared Conflict Of Interest Policies Manual Including The Necessary Approaches And Procedures For Handling And Management Thereof As Well As For Fulfillment Of Such Requirements And Prohibition Of Behaviors By The Members Of Board Of Directors And Executive Management And Separation Between Personal Interests And Official Duties Of The Company.

These Policies Are Intended To Help The Company And Each Of Its Direct And Indirect Subsidiaries And Members Of The Board Of Directors And The Executive Management Spread And Establish The Corporate Regulatory Values And Good Management Techniques Of The Actual And Potential Cases Of Conflict Of Interest.
Salhia Real Estate Company Is Committed To Manage Its Business Fairly And Properly To Ensure The Realization Of Long Term Interests Of Shareholders. As A Part Of This Commitment, The Company Has Established Necessary Policies And Procedures For Fair And Proper Business Practices And Behaviors Which The Company Expects Of The Members Of Its Board Of Directors And Employees Alike. These Policies And Procedures Are Applicable To All The Company Employees, Suppliers, Officers And Board Members.

Disclosure Of Fundamental Information

In Accordance With The Corporate Governance Regulations Issued By Capital Markets Authority Related To The Rules Of Full Disclosure Of Fundamental Information Intended To Achieve Justice And Transparency And To Prevent Any Conflict Of Interest And As Part Of Salhia Real Estate Company Commitment And Keenness To Apply The Principles Of Good Governance, It Has Observed Systematic Instructions For Disclosure Of Fundamental Information And The Relevant Announcement Mechanism That Also Fulfills The Corporate Legal And Ethical Requirements.
The Company Has Been Keen To Ensure The Timely Disclosure Of Fundamental Information Related To The Company Business Including The Financial Position And The Company Performance And Management To The Competent Authorities To Understand The Corporate Strategy And Practices To Evaluate Its Performance.

Code Of Professional And Ethical Conduct

Salhia Real Estate Company Is Committed To Promote Professional Behaviors, Integrity, Honesty And Development Of Values In The Company To Increase The Investors Trust In The Company Integrity And The Correctness Of Its Financial Statements. As Part Of This Commitment, The Board Of Directors Set The Code Of Conduct Including The Policy Of Conflict Of Interests For The Members Of Board Of Directors And The Executive Management To Promote Good Practices, Ethical Behaviors And Protect Long Term Interests Of The Stakeholders.

  •  Integrity Comes On The Top Of The Company Values. It Is The Goal That Guides Its Employees In Their Acts. Focus On Integrity Promotes The Business Approach Based On The Propagation Of Ethics And Making Ethical Decision.
  •  Ethical Attitude And Behavior Promote The Decisions Based On Values Upon Provision Of Service To Customers In The Context Of Business. The Company Is Proud Of Acting Not Only In The Interest Of Business But Also In The Interest Of The Interested Public Including The Community Where It Is Working.
  •  For Promotion Of Such Values, The Professional And Ethical Standards Guide Is Prepared To Help The Board Of Directors And The Executive Management Perform Their Tasks In Accordance With A System Based On Ethical Values. The Principles And Values Of This Guide Are An Integral Part Of The Strict Commitment Which The Company Seeks To Fulfill To Maintain Its Reputation And Public Trust.
  •  This Guide Defines The Ethical Expectations Of The Members Of The Board Of Directors And Executive Management Of The Company. All Employees Of The Company Have To Be Aware And Understand This Guide Including Any Tasks And Responsibilities Such As But Not Limited To Reporting Of Any Potential Violations.

Reporting Of Violations

In Accordance With The Corporate Governance Rules Issued By The Capital Markets Authority To Report Potential Fraud And Corruption Violations That May Damage The Business Environment In Salhia Real Estate Company, The Board Of Directors Is Keen To Stress The Necessary Preparation Of Guide Of Policies And Procedures Regarding The Instructions Regulating The Procedures And Mechanisms Of Reporting Fraud And Corruption Violations And The Existence Of An Approved Procedure To Encourage All Employees To Report All Important Issues Without Prejudice To Their Job Positions. The Company Intends To Ensure The Timely Reporting Of Any Fraud/ Conspiracy Acts Or Violations That My Disrepute The Company And Its Financial Position To The Competent Authorities To Take Appropriate Remedial Actions And Offer An Approach For Proper Handling Of The Actual Concerns Which The Company Employees May Have And Provide Necessary Protection For Them Against Revenge And/Or Aggression And /Or Retaliation Measures And Encourage The Employees To Report Any Crime Or Violations In An Accountable And Ethical Manner.

Social Responsibility

The Board Of Directors Is Committed Under The Directives Of The Capital Markets Authority With Respect To The Good Governance Principles To Shoulder Its Social Responsibility Towards Stakeholders, Employees And Society And To Realize The Social And Environmental Goals As Well As The Company’s Economic Goals.

The Company Is Keen On Its Ongoing Commitment To The Social Responsibility Through Social Behaviors Intended To Achieve Sustainable Development For The Community In General And Its Employees In Particular. This Is Realized Through Initiatives Intended To Improve Living Conditions Of Employees And Their Families And The Society In General And To Reduce The Unemployment Rate And The Waste Of Environment Resources.

It Is Intended To Promote Management Concept To Include Social And Environmental Issues In Its Operations And Relations With The Stakeholders. Social Responsibility Paves The Way Before The Company To Set Balance Between The Economic, Environmental And Social Necessities And In The Same Time To Fulfill The Expectations Of The Shareholders And Stakeholders And Contribute To The Reduction Of Poverty And Accordingly Improve The Company Reputation And Promote Its Trademark. However, The Concept Of Social Responsibility Means Much More. Good Application Of The Social Responsibility Concept May Result In Several Competitive Benefits Such As Better Opportunities To Secure Capital, Enter Markets, Increase Sales, Save Operational Costs, Improve Production And Quality, Promote The Company’s Reputation And Image, Improve Client Loyalty Level And Improve Decision Making And Risk Management Process.

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