Corporate Governance

Introduction

Qurain Petrochemical Industries Company is committed to applying the best practices in the field of corporate governance based on the belief that the principles of sound management and institution efficiency depend on the continued application of these standards. In order to achieve this, Qurain is committed to implementing the applicable principles of governance issued by the Capital Markets Authority for companies listed on Boursa Kuwait. This implementation is guaranteed to consolidate and develop the governance culture throughout the company and among its employees to achieve the best protection and balance between the interests of the company management and its shareholders and other related stakeholders.

The company's Board of Directors and Executive Management established the governance structure through the policies, rules and regulations that governs its business, and define the responsibilities, tasks and duties of each member of its management, committees and employees. This system is developed and modified whenever necessary to ensure the achievement of its objective.

The company has committed itself to implementing and reporting all standards of governance in accordance with Capital Markets Authority standards. The Board of Directors and its committees, through periodic reports, supervise compliance with these standards.

BOARD OF DIRECTORS

Name Position Membership Academic qualification and experience Date of election / appointment of the Secretary
Sheikh Mubarak Abdullah Al- Mubarak Al- Sabah Chairman of the Board of Directors Non-Executive Sheikh Mubarak Abdullah Al-Mubarak Al-Sabah currently holds several positions in local and regional companies, including:

Vice Chairman of Action Group Holdings Company

Founder and Chairman of Action RealEstate Company

Founder and Chairman of Action Hotels Company

Member of the Board of Directors of the Egyptian-Kuwaiti Holding Company

Member of the Board of Directors of Equate Petrochemical Company.
 

Sheikh Mubarak was commissioned as an Officer from the Royal Military Academy Sandhurst in the United Kingdom, and served as an armoured core officer in the Kuwait Armed Forces. He studied at Cambridge University where he received a Master of Philosophy in International Relations and has a BA (Hons) in Politics and Economics from the University of Buckingham in the United Kingdom. He has Received the Chevalier de la Légion d’Honneur, the highest French order of merit and was also Honoured as a Young Global Leaders (YGL) 2009, by the World Economic Forum. He is also a member of several international institutions and organizations specialized in international relations, defense studies, economic affairs and strategic affairs.

1/7/2018
Sadoun Abdullah Ali Vice Chairman and Chief Executive Officer Executive Sadoun Ali currently holds several positions in local and regional companies, including:

Member of the Board of Directors of Burgan Bank, member of the Audit Committee, member of the Appointments and Benefits Committee, member of the Credit Management Committee and member of the Executive Committee.

Member of the Board of Directors and Member of the Compensation and Remuneration Committee, Audit Committee and Financial Accounting at the Bank of Baghdad

Member of the Board of Directors of the Advanced Technology Company

Chairman of the Board of Directors of the United Oil Projects

Member of the Board and member of the Audit Committee of the Chairman's Club

Chairman of the Board of Directors of Insha'a Holding Company
 

He also occupied several administrative, accounting and executive offices in companies working in investment, banking and industrial sectors. He worked for ten years in the financial management of the National Petroleum Company.
He holds a Bachelor of Science in Financial Services Management from the University of Ashland, USA

1/7/2018
Attallah Rashid Al-Mutairi Member of the Board of Directors Independent Mr. Attallah Al-Mutairi holds several positions in local and international companies, including:

Chairman of the Board of Directors of BIG Investment Group

Member of the Board of Directors of Triple E. Holding Company
 

He also held several administrative and engineering positions since 1974 in companies and institutions working in the fields of energy, electricity, petrochemicals and petroleum. He holds a Bachelor's Degree in Electrical Engineering

1/7/2018
Tariq Mohammed Abdul Salam Member of the Board of Directors Non-Executive Mr. Tariq Abdulsalam holds several positions in local and international companies including:

Chief Executive Officer of Investments at Kuwait Projects Company (KIPCO).

Member of the Board of Directors of United Real Estate Company.

Member of the Board of Directors of Jordan Kuwait Bank.

Deputy Chairman of the Board of Directors of North Africa Holding Company.

Member of the Board of Directors of Saudi Dairy and Food Company (SADAFCO)

Member of the Board of Directors of KAMCO Investment Company.
 

He has held various leadership positions since 1997 in institutions working in the field of banking, investment and insurance. He holds a Bachelor's Degree in Accounting from the Faculty of Commerce, Economics and Political Science at Kuwait University.

1/7/2018
Abdullah Saad Al Muslim Al- Otaibi Member of the Board of Directors Non-Executive Mr. Abdullah Al Otaibi currently holds several positions in various companies including:

Deputy General Manager of Qarwa Project Management Company.

Chief Executive Officer of National Consumer Holding Company.

Member of Board of Directors of Oman International Company for Urban Development and Investment.

General Manager of National Paper Products Company.
 

He also held several administrative and executive positions in several institutions working in various fields, including consulting and real estate.

1/7/2018
Fuad Abdul Raheem Akbar Secretary Secretary Mr. Fuad Akbar currently holds several positions in various companies including:

Chairman of North Africa Holding Company.

Member of the Board of Directors of United Petrochemical Company.

Member of the Board of Directors of United Oil Projects Company.

Member of the Board of Directors of Kuwait Paraxylene Production Company (KPPC).

Member of the Board of Directors of the Kuwait Styrene Company K.S.C.

Member of the Board of Directors of Insha'a Holding Company.
 

He also held several positions and membership of boards of directors and subcommittees in local and regional companies working in various fields including petrochemicals, oil and investments. He graduated from the University of Miami, USA, with a Bachelor's Degree in Industrial Engineering.

1/7/2018

BOARD OF COMMITTEES

The Board of Directors has formed specialized committees and set a charter for each clarifying their powers and responsibilities in order to assist the Board in fulfilling its responsibilities. A sufficient number of non-executive and independent board members, possessing the necessary qualifications for membership, are appointed in these committees. These committees are responsible for their functions before the Board of Directors, but this does not relieve the Board of Directors of their responsibility for the duties assigned to these committees.

The following is an overview of the independent specialized committees established by the Board of Directors:

Audit and Risk Management Committee

This committee aims to assist the Board of Directors in implementing its responsibilities effectively with regard to reviewing financial reports, internal controls, and internal and external auditing. The Committee is also responsible for assisting the Board of Directors in fulfilling its supervisory responsibilities regarding risk management and compliance by reviewing the risks that the company may face and making the necessary related recommendations to the Board of Directors.

Date of formation and duration: The committee was formed on 22/7/2018 with a validity period of the current Board term of three years.

The committee members are:

Name Position
Tariq Abdulsalam Chairman
Abdullah Al-Otaibi Member
Attallah Al-Mutairi Member

The committee’s duties include:

  1. Review the interim and annual financial statements and report of the external auditor, and determine any significant impacts on the financial position of the company and approve them preliminarily before submission to the Board of Directors for final approval.
  2. Analyze the observations of external auditors on the financial statements of the company and follow up on action that has to be taken in their regard if applicable.
  3. Analyze the accounting principles and policies of the company and examine any changes that may affect the financial position of the company and identify the reasons for these changes whenever required.
  4. Ensure the company's compliance with applicable accounting laws and regulations.
  5. Hold periodic meetings with the external auditor and at least four times with the internal auditor and whenever needed, at the request of the committee or the auditors.
  6. Review the results of the internal audit reports and ensure that corrective actions have been taken regarding the observations in the reports.
  7. Review the charter, work plan and internal audit needs.
  8. Oversee the work of the internal audit department in the company in order to verify its effectiveness in carrying out its duties and tasks.
  9. Appoint an independent auditor to prepare a report reviewing the internal control systems to be submitted to the Committee and submit this report the Capital Markets Authority on an annual basis.
  10. Review and initially approve the policies and procedures of the internal audit department.
  11. Recommend to the Board of Directors the appointment or reappointment of the external auditors or their replacement and determine their fees.
  12. Prepare and review risk management strategies and policies prior to Board’s approval and ensure that they are consistent with the size and activities of the company.
  13. Review the periodic reports submitted by the Risk Management Department for the purpose of monitoring the risks and reviewing the efficiency and effectiveness of the systems and procedures of monitoring and measuring risks in the company.
  14. Ensure the availability of adequate resources and systems to manage and ensure the independence of risk personnel from the operational activities of the Company.
  15. Assist the Board of Directors in identifying and evaluating acceptable risk limits in the Company and ensuring that the Company does not exceed the approved risk limits.
  16. Review the deals and transactions proposed to be conducted by the company with related parties, and make appropriate recommendations thereon to the Board of Directors.

Nominations and Remunerations Committee

The Board of Directors has formed a Nominations and Remunerations Committee consisting of three members, including an independent member, to assist in the nomination and selection of members of the Board of Directors, members of the Board's Committees and members of the Executive Management. The committee selects candidates according to the company's needs and the required skills to manage its business and sets the principles for Board and executive Management remunerations. The Committee submits its remuneration recommendations for initial approval by the Board of Directors and final approval by the General Assembly of the Company.

Date of formation and duration of the committee: The committee was formed on 22/7/2018 with a validity period of the current Board term of three years.

The committee members are:

Name Position
Tariq Abdulsalam Chairman
Attallah Al-Mutairi Member
Sadoun Ali Member

 

The committee’s duties include:

  1. Recommend the nomination, appointment, reappointment and removal of members of the Board of Directors, members of the Committee and members of the Executive Management and make recommendations regarding the above to the Board.
  2. Ensure that the remuneration of directors and executive management members are consistent with the long-term interests of shareholders within the appropriate control framework.
  3. Create a clear relationship between the executive management performance and rewards remunerations
  4. Review and recommend the executive management's remunerations.
  5. Ensure the continued applicability of independency of the independent board member.

Incentive Framework

The Company follows the remuneration and incentives standards for the Board Members, in line with the requirements of the applicable laws of the State of Kuwait and the rules of governance. The total remuneration shall not exceed 10% of the net profits of the Company (after deduction of depreciation, reserves and shareholders' dividends of not less than 5% of the company's capital or any higher percentage, as provided for in the Company's Articles of Association). The remuneration of the members of the Board of Directors is approved by the General Assembly in its annual meeting, upon the recommendation of the Nominations and Remunerations Committee. The independent Board member may be exempted from the maximum remuneration, subject to the approval of the Company's Ordinary General Assembly.

As for the executive management remuneration, it is determined based on the set KPIs linked to the management objectives for each functional level and performance results achieved by the company, including:

Fixed Remuneration:
These remunerations are determined by the level of responsibilities assigned, the levels of expertise and competencies of each employee and the career path of the job. This type is determined including the allowances and benefits according to the employment functional level and the approved employee salary scheme.

Performance-linked Remunerations:
This portion of remunerations is allocated based on the individual performance of executive management members and the overall performance of the company. The annual remunerations proposal is prepared by the Human Resources Department and it is calculated based on the specific allotments and performance evaluations of each employee. The remuneration is calculated according to a fixed criterion for the calculation of remunerations either (as a fixed amount for each functional level or a percentage of the salary or salary multiplier). The remunerations amount is determined based on the employee's performance evaluation rate.

Integrity of financial reporting

On an annual basis, the Executive Management, makes a written statement to the Board of Directors certifying that the financial reports of the Company are presented soundly and fairly, and that they state all financial aspects of the Company including operational data and results. They further certify that the financial data are prepared according to the international accounting standards approved by the Capital Market Authority and that the Executive Management is responsible for the validity and accuracy of these data.

In turn, the Board of Directors of Qurain Petrochemical Industries Company undertakes to its shareholders through this report to present its financial statements in a sound, fair and accurate manner, and all members have signed this declaration and it is maintained in company records.

The external auditor

The External Auditor is appointed upon the approval of the General Assembly based on the recommendation of the Board of Directors. The External Auditor of the company is fully independent from the Company and its Board of Directors and shall not carry out any additional assignments for the Company related to audit and auditing activities, which may affect neutrality or independence of the External Audit. The Audit Committee also verifies the independence of the external auditor, and reviews and discusses the issued annual and quarterly financial reports by the external auditor before submitting them to the Board for final decision/ approval.

RISK MANAGEMENT AND INTERNAL CONTROL

The approved organizational structure of the Company includes an independent risk management and compliance department. This Department is responsible for measuring and following up various types of risks that may face the company and report on these risks. This Department is fully independent and reports directly to the Board Audit & Risk Committee and the Board. It possesses the authorities necessary for performing its tasks to the fullest and does not have any financial authorities or powers. The Department recruits the qualified human resources that has the necessary professional qualifications.

The company's approved organizational structure also has an independent internal audit department that reports directly to the Audit and Risk Committee and the Board of Directors. This department effectively analyzes the company's internal control environment.

The company relies on internal control and monitoring systems in all its activities by observing the principles of internal control of the dual control process, namely the proper identification of authorities and responsibilities, complete separation of duties and non-conflict of interest, dual examination and control, and dual signature. This is achieved through a clear delegation of authorities’ structure for financial and administrative duties.

Code of Conduct

The company implements its Board approved Code of Conduct, which includes standards and policies that consolidate the culture of professional conduct and ethical values ??of the company and the basic principles of professional ethics within the framework of its corporate governance. The promotion of these standards within the company enhances investor confidence in the company’s integrity and soundness of its financials.

The Code of Conduct is based on the principle of compliance of each member of the board of directors and executive management with all laws, regulations and professional standards for the interests of the company, its shareholders and other stakeholders. The code also includes the obligation of each member not to exploit the powers and authorities of their positions, and the assets and resources of the company in order to achieve a personal interest for themselves or for others. The code also includes the mechanisms that prevent members of the Board and staff from the exploitation of insider information that came into their possession by virtue of their positions within the company or assist others to achieve a personal interest and to act justly and fairly with all parties in the company. 

The company has developed an internal reporting system to facilitate reporting by employees regarding their doubts about improper practices or suspicions about financial reporting, internal control systems, etc. The reporter is granted the confidentiality and protection from any retaliation or punishment for reporting these doubts. The company’s rules also mandate maintaining the confidentiality of the internal information of the company and sets the procedures and disciplinary consequences for violations to the code set for professional conduct.

The company follows a conflict of interest policy approved by its Board which aims to reduce conflicts of interest situations that may arise from the company's business process. This policy includes clear examples of interest conflict situations and ways to address them. A conflict of interest policy states that any member of the Board shall notify the Board of Directors of any personal interests that the Board member may have in the business and contracts related to the company's business. Such notification is recorded in the minutes of
Board meetings and the member that has an interest in a certain business is not allowed to vote on a Board resolution on that subject. The Chairman of the Board shall also notify the General Assembly upon meeting regarding the businesses and contracts for which a member of the Board of Directors has a personal interest along with a special report from the Auditor on the subject.

Disclosure & Transparency

The company follows a policy based on disclosure and transparency aimed to enable shareholders, investors and the public to know and follow the company's activities, evaluate its performance and ethical standards. Accurate disclosure in a timely manner creates an environment of trust and confidence among investors and other stakeholders regarding the company’s financial position and all aspects related to its activities, financial statements and projects. Therefore, mechanisms of clear and transparent presentation and disclosure of the material information and all matters relating to its activities has been developed. These include, financial statements, performance, ownership and decision making. The Company, strives to abide by requirements and instructions related to disclosure at the appropriate time issued by the various regulatory and supervisory authorities.

The company relies, in its disclosures and communications with shareholders, investors and stakeholders, on various means, including information technology. The company's website contains comprehensive information on its investments, financial reports and essential information. The website also includes a section on corporate governance and investor affairs through which the recent data are published to assist current and prospective shareholders and investors in obtaining the necessary information about the company and
assess its performance.

The Company maintains a special register that contains the disclosures of members of the Board of Directors and the Executive Management. It includes the data relating to their transactions according to the insider trading disclosure rules for companies listed on Boursa Kuwait. The data of the Register is updated periodically and contains information related to remunerations, salaries, incentives and other financial advantages that are included in the annual report presented to the General Assembly. The register is made available to any shareholder upon request free of charge.

Investor Affairs Unit

The organizational structure approved by the Board of Directors includes an investor affairs unit. This unit provides the necessary data, information and reports to current and prospective investors and answers their queries regarding the company. This unit is independent enough to provide accurate data, information and reports on a timely manner through various appropriate means.

Stakeholder Rights

The company's governance aims at achieving balance between the objectives of the company and objective of its shareholders', protecting their rights, and achieving fair dealing and equality among all shareholders, so that no shareholders would receive any special treatment, regardless of their position. The company does not at any time deny any shareholder an information or a granted right.

The Company's Articles of Association, regulations and internal policies also provide for the procedures that guarantee the achievement of this objective, including the general shareholders' rights guaranteed by the Company such as: 

  1. Register shareholding values in company records.
  2. Dispose shares from the registration of ownership and transfer and / or convert them.
  3. Obtain the approved share of dividends.
  4. Acquire the share of the company's assets in case of liquidation.
  5. Obtain the data and information about the company's activity and its operational and investment strategy in a regular and easy manner.
  6. Review the shareholders register.
  7. Participate in the meetings of the shareholders General Assembly and vote on its decisions.
  8. Elect members of the Board of Directors.
  9. Monitor the company's performance in general, and board of directors’ performance in particular.
  10. Hold accountable the company's Board of Directors or Executive Management and file the claim of responsibility in the event of failure to perform the tasks entrusted to them.

The Company has established a special register with Kuwait Clearing Company, that includes the names, nationalities and domiciles of shareholders, and the number of shares owned by each of them. The information in this register is maintained with highly confidentiality and protection.

This register is updated with any change to the data recorded in it, and the company's shareholders may request to view the register in accordance with the procedures of Kuwait Clearing Company. Updated records of the company's shareholders are also kept at the Investor Affairs Unit in the company.

The company is keen to encourage shareholders to participate and vote in the meetings of the company's assemblies through the mechanisms established to participate in the meetings of the shareholders' general assembly and voting mechanisms. The company complies with the following when arranging for shareholder's general assembly meetings:

  • Send an invitation by the Board of Directors to the shareholders to the hold their meetings including the agenda, time and venue of the meeting by advertising in accordance with the mechanism specified in the Companies Law.
  • Allow all shareholders to exercise the right to vote in person or by proxy without anyobstacles that lead to the prohibition of voting.
  • Provide shareholders with an opportunity to participate effectively in meetings of the General Assembly, discuss the agenda items, and direct questions in their regard to the members of the Board of Directors and External Auditor.
  • No fees are imposed on any category of shareholders for attending of the General Assembly meetings, and there is no preferential advantage for any category against other categories of shareholders.

Stakeholders

Within the framework of its corporate governance policies, the Company follows policies for dealing with stakeholders in recognition and protection of their rights. These policies include the need to deal with stakeholders on the same terms applied by the company in dealing with members of the board of directors without any discrimination or preference. They also include the mechanisms to deal with stakeholders and meet their requirements appropriately while maintaining a good relationship, respect the rights of shareholders and maintain their confidentiality of information.

Qurain seeks to encourage stakeholders to participate in the follow-up of the company's various activities by providing the information and data related to its activities in a timely and transparent manner. This is achieved through adopting a policy in which stakeholders can report inappropriate practices of the company and provide appropriate protection in its policy for the reporting parties.

Training & Development

The company strives to continuously train and develop its human-resources to achieve better performance and governance. Training and development efforts contributes to the enhancement and expansion of business It has a positive effect on the performance of the Board and Management and enables them to fulfill their responsibilities and achieve better results. Therefore, the company has activated a policy to continuously train its Board and Management, and encourage participation in seminars and conferences related to the company's business with the aim to identify the latest developments and keep abreast of changes in the company's business sectors.

The performance of the company’s Board of Directors and Executive Management are evaluated periodically through the Company's approved evaluation mechanisms and KPIs related to Company as well as departmental strategic objectives.

The company relies on the self-evaluation system to assess the annually performance of the members and committees of the Board of Directors. This system determines which aspects or requirements require attention or development. As for executive management and employees, they are evaluated periodically according to specific performance indicators linked to their objectives, accordingly the requirements for development and training are
determined according to evaluation results.

The Board of Directors continuously emphasizes the importance of creating organizational values ??for employees within the company by developing mechanisms and procedures that work to achieve the strategic objectives and improve performance in the company. These mechanisms and procedures also enhance the culture of compliance with laws and regulations that create a disciplined work environment that follows the prevailing rules.
Additionally, they raise the spirit of responsibility and professional ethics, that result in enhanced employee performance and effectiveness in the achievement of company objectives.

Corporate Social Responsibilty

Qurain Petrochemical Industries Company has approved its policy for Corporate Social Responsibility that commits to ethical behavior and contribution to the sustainable development of society in general, and in the following areas in particular:

  1. Community: through ongoing investments in means for youth empowerment and development.
  2. Employees: through investing in developing our employees’ skillset and providing a healthy work environment.
  3. Environment: through our roles and responsibilities of representation on the board of our operational companies.
  4. Local Economy and Industry: through our continuous support and participation in forums that focus on developing the local economic and industrial matters.