Corporate Governance

Al-Fouz has developed its Corporate Governance framework to the highest standards defined by the regulatory authorities which has four key elements: good relations with shareholders, effective cooperation between the Management Board and the Supervisory Board, a system of performance-related compensation for managers and employees, as well as transparent and early reporting , and protecting the rights of the stakeholders.

Corporate Governance Structure

Board Responsibilities

The Board has the overall responsibility of the company as follows :

  • Strategy - Approval, oversight and implementation of the strategic direction & objectives.
  • Shareholder value – Creating and delivering sustainable shareholder value through effective management of the business.
  • Risk Appetite – Approval and oversight of the risk appetite and risk strategy.
  • Corporate Governance – Ensuring sound standards of Corporate Governance in terms of Board practices, Senior Management , and internal controls, compensation, organization structure, disclosure and transparency.

Board Committees

Board Nomination & Remuneration Committee

Board Nomination & Remuneration Committee is responsible for the recommendations to the Board of Directors to appoint the members of the Board of Directors and executive management as well as to assess the remuneration of the Board of Directors and executive management in accordance with strategic objectives.

Moreover the committee has to develop training and raising the awareness of the Board of Directors, and oversees the evaluation process of the Board and Committees.

Board Risk Committee

The Board Risk Committee is responsible for the review and monitoring all aspects of risk management including risk appetite, strategic risk, market risk and operational risk. The Risk Committee has to review policies on all matters related to risk, and submit a periodic report to the board and to the regulatory authorities.

The Board Risk Committee is also responsible for the Oversight of Disaster Recovery and the business continuity plan and oversight of the compliance risk and the disclosures in the annual report.

Board Audit Committee

The Board Audit Committee is responsible for overseeing the internal control framework and its effectiveness through the internal audit and report the results to the Board of directors.

Moreover, the committee is responsible for the monitoring and coordinating with the external auditors on subjects related to the financial statements.

Corporate Values:

Code of Conduct

The Board takes the lead in setting a code of conduct to clarify an organization's mission, values and principles and to act as an open disclosure of the way of how the company operates and as a tool to encourage discussions of ethics and to improve how employees deal with the ethical dilemmas, prejudices and gray areas that are encountered in everyday work.

Conflict of Interest Policy

Al-Fouz conflict of interest policy is intended to guide all its BOD members and employees about situations that generate Conflicts of Interest and to provide means for individuals and the company to manage these conflicts and to promote the best interests of the company.

Related Party Transaction Policy

The Related - Party Transactions Policy is to set forth the guidelines and principles to ensure that Related Party Transactions are conducted according to best practices of corporate governance and appropriate transparency, always prioritizing the best interests of Vale and avoiding abuses and misuse of company assets.

Confidentiality

The company is committed to preserve the confidentiality of information and data of its customers as well as the non-public information, as per the laws and instructions issued by the regulatory authorities .

Whistle Blowing

The company ensures a transparent working environment for its all employees where the aim of whistle blowing Policy that has been set by the board is to encourage employees and others who have serious concerns about any aspect to feel confident to come forward and voice those concerns without fear of subsequent discrimination, disadvantage or dismissal.

Stakeholders Rights

Al-Fouz ensures respect and protection for the rights of the company's stakeholders set forth in the applicable laws in the State of Kuwait and treatment of all stakeholders in a fair and equal way. Stakeholders are the customers, shareholders, employees, community, vendors and regulatory authorities.