Governance Rules

• important objectives, strategies, plans and policies of the company to include, at a minimum :

• The company’s overall strategy and master business plans, review and direction.
• The optimal capital structure of the company and its financial objectives.
• A clear policy for the distribution of dividends of all kinds (cash / in kind) and in order to achieve the interests of shareholders and the company.
• Set goals, monitor performance and implementation.
• Approve the organizational and functional structures in the company and conduct periodic review on them.

• Approving the annual estimated budgets and approving the interim and annual financial statements.
• Supervise the main capital expenditures of the company, and own and dispose of assets.
• Ensure the extent to which the company adheres to the policies and procedures that ensure the company’s respect for the applicable internal laws and regulations.
• Ensure the accuracy and toxicity of the data and information to be disclosed in accordance with the policies and systems of disclosure and transparency in force.
• Disclose and announce periodically the progress of the company’s activity and all the influential developments that have occurred in its business.
• Establishing effective communication that allow the company’s shareholders to be continuously informed the various aspects of its activities and substantive developments.
• Develop the system of government, supervise it, monitor its effectiveness and modify it when needed in accordance with best practices.
• The formation of specialized committees emanating from it in accordance with a charter clarifying the duration of the committee, its validity and responsibilities and how the Council controls it, and the decision to includes the nomination of members and the definition of their tasks, rights and duties, in addition to evaluating the performance and work of these committees and their members.
• Ensure that the organizational structure of the company is transparent and clear in order to allow the decision-making process and achieve the principles of good government, separation of powers and powers between both the board of directors and the executive management, and therefore the board of directors must:

• developmenting of internal regulations and regulations related to the work of the company and the subsequent definition of tasks, competencies, duties and responsibilities between the different organizational levels.
• Insure a policy of delegation and implementation of the work entrusted to the executive management.

• Determine the powers that delegated to the executive management, the decision-making procedures and the duration of the delegation. The BOD shall also determine the subjects on which it retains the power to decide, and the Executive Management shall submit periodic reports on its exercise of the delegated powers.
• Supervise and supervise the performance of the members of the executive management and ensure that they perform all their tasks, and the Board shall:
• Ensure that the executive management operates in accordance with the policies and regulations approved by the Board of Directors.
• Holding periodic meetings with the executive management to discuss the course of work and the obstacles and problems it faces, as well as reviewing and discussing important information related to the company’s activity.
• Setting performance standards for executive management consistent with the company’s goals and strategy.
• Determine the reward tranches that will be awarded to employees, such as the fixed bonus segment, the performance-related bonus segment, and the bonus tranche in the form of shares.
• Appointing or dismissing any of the members of the executive management, including the CEO and his equivalent.
• Develop a policy that regulates the relationship with stakeholders in order to preserve their rights.
• Develop a mechanism to regulate dealings with related parties in order to reduce conflicts of interest.
• Periodically ensure the effectiveness and adequacy of the internal control systems in force in the company and its subsidiaries, including:

• Ensure the integrity of financial, accounting and related systems for the preparation of financial reports.
• Ensure the application of appropriate control systems to measure and manage risks by identifying the factors and types of risks that the company may face and creating an environment familiar with the culture of risk reduction at the company level and presenting them transparently with stakeholders and related parties
• Approve the recommendation of the Audit Committee to appoint independent auditors.
• Approve the company’s rules of conduct, business ethics, business policies and procedures.

Second: The most important achievements of the Board of Directors

1. Approving the estimated budget.
2. Insure the update of the Risk Tendency Regulation, the Risk Management Manual, the Corporate Government Manual, Disclosure and Transparency, the Guidelines for the Preservation and Retrieval of Files, the Regulatory Compliance Policy, and the Policies and Procedures of Customer Complaints.
3. Approve the updating of the regulations of the Board of Directors and the committees emanating from it.
4. Approve the update of the Powers Matrix.
5. Insuring infringements on policies and procedures for internal audit, operations management and financial control.
6. Review the reports of auditors on internal control systems and combat money laundering and comply with Module Seven of the Executive Bylaws of Law 7 of 2010.
7. Approve the granting of financial reward to the company’s employees.
8. Approve the report of the Audit Committee and the Governance Report.
9. Convening the Ordinary and Extraordinary Annual General Meetings.
10. Approve the interim financial statements annually.

The main role of the Nomination and Remuneration Committee is to assist the Board of Directors in fulfilling obligations related to the identification of persons eligible for a position of Board membership, or a position in senior management, and to evaluate the performance of the Board of Directors and its committees, and the Committee assists the Board of Directors in overseeing the performance of short- and long-term remuneration, and shall recommend remuneration to members for insuring with the Company’s policy. The Committee shall hold its meetings as often as necessary, if the number of meetings shall not be less than two per year and the Nomination and Remuneration Committee shall consist of three members of the Board of Directors.

 Responsibilities of the Nomination and Remuneration Committee:

• Recommend the acceptance of nomination and re-nomination of the members of the Board of Directors and the Executive Management.
• Establish a clear policy for the remuneration of the Board of Directors and senior executives, the annual review of the required needs of appropriate skills for the membership of the Board of Directors, as well as attracting applications for those wishing to fill executive positions as needed, studying and reviewing those applications and determining the different segments of remuneration to be awarded to employees.
• Develop job descriptions for executive members, non-executive members and independent members.
• Ensure that the status of independence from the independent board member not selected.
•  Prepare a detailed annual report on all remuneration granted to the members of the Board of Directors and the Executive Management, whether amounts, benefits or benefits, whatever their nature and name, provided that this report is presented to the General Assembly of the Company for approval and read out by the Chairman of the Board of Directors and the Company must follow the standards of accuracy and transparency when preparing the report on the bonuses, so that all bonuses granted are disclosed, whether directly or indirectly, and avoid any attempt to hide or mislead.
• Report on the remuneration of the members of the Board of Directors and the executive management
• The Company’s Bonus Policy has been prepared in accordance with the following rules:

1. Link rewards to the degree of acceptable risk levels.
2. Attract and retain the best professionals.
3. Ensure equality within the company and competitiveness outside it.

• Compare performance levels to the market using analytics from consulting firms specializing in rewards.
• Ensure transparency in the granting of rewards.

1. Approval and undertaking by the members of the Board and the executive management of the integrity and integrity of the financial reports to the shareholders in the General Assembly of the Company.

The members of the Board of Directors, the CEO and the Chief Financial Officer of the Company shall make a pledge for shareholders the financial statements for the year ended shall be presented in a proper and fair manner, and that these statements review all the financial aspects of the Company and the subsidiaries of the data and operating results and shall be prepared in accordance with the International Accounting Standards approved by the Capital Markets Authority and other regulatory bodies and have been audited and reviewed by an accredited audit office.

2. Approval and commitment of the Executive Management (CEO and Chief Financial Officer) to the members of the Board of Directors of the integrity and integrity of the financial statements.

The Executive Management shall submit to the Chairman of the Board of Directors an acknowledgement and undertaking of the accuracy and integrity of the financial statements provided to the External Auditor and that the financial reports of the Company have been presented in a proper and fair manner and in accordance with the international accounting standards applied in the State of Kuwait and approved by the Capital Markets Authority and that they reflect the financial position of the Company and the External Auditor has exercised due diligence to verify the integrity and accuracy of these reports for the financial year

The Board of Directors has set standards and determinants that establish the concepts and ethical values of the company, and has entrusted the executive management with the implementation of the objectives of the company in accordance with those standards and determinants, and the charter has clarified the tasks entrusted to the Board of Directors and all employees, and the charter of work has included a set of determinants and standards that work to establish the principle of:

1. The commitment of each member of the Board of Directors and the Executive Management to all laws and instructions.
2. Represent all shareholders.
3. Commitment to the interest of the company, the interest of shareholders and the interest of other stakeholders and not only the interest of a specific group.
4. The member of the Board of Directors or Executive Management shall not use the functional influence of the position for the sake of private interest or any personal ends, for himself or for others.
5. Not to exploit the assets and resources of the company to achieve personal interests, and to work to use those assets and resources optimally to achieve the objectives of the company.

Emphasis on the establishment of a tight system and a clear mechanism that prevents the members of the Board of Directors and employees from exploiting the information they have seen by virtue of their location for their personal benefit, in addition to prohibiting the disclosure of information and data belonging to the company except in cases where it is allowed for disclosure or according to legally confirmed requirements.

“Sharq Investment Company” insure a policy of disclosure towards its Board of Directors, shareholders and stakeholders on the one hand and towards the concerned and supervisory authorities in compliance with the laws and regulations followed in the State of Kuwait on the other hand, and stipulates the need to adhere to the accurate and organized internal and external disclosure of all financial matters and material information related to the company including the statement of financial position, performance, ownership and any practices related to control of the company or its decisions, and such transparency would create an atmosphere of trust Reassure internally and externally, and eliminate conflicts of interest with related parties/relationship. Transparency also ensures a clear communication between shareholders, the Board of Directors and executive management and creation of an effective climate of credibility in the work environment, which is a responsibility borne by all parties, and “Sharq Investment Company” is committed to follow all laws, regulations and instructions related to disclosure issued by various regulatory and supervisory authorities in a timely manner, believing in the importance of transparency in enhancing the confidence of shareholders and stakeholders and maintaining the reputation of the company in the markets in which it operates.

The material information is disclosed through the company’s creation of a special register of disclosures at the company’s headquarters and available in the Investor Affairs Unit and on the company’s website available to shareholders.

The Investors Unit is responsible for making available and providing the necessary data, information and reports to current shareholders and potential investors, as well as maintaining a copy of the company’s shareholders’ register and following up on updates of the register with the Kuwait Clearing Company to update shareholders’ information, as well as the Investor Affairs Unit is the body entrusted with providing data, information and reports to shareholders in many ways, whether through official correspondence or through the means of disclosure recognized in coordination with the concerned departments or through the company’s website.

The current shareholders of “Sharq Investment Company” are registered in the books and records of the Kuwait Clearing Company, and each share entitles its owner to a share equal to the share of others without discrimination in the ownership of the company’s assets and in the dividends distributed to which the shareholders are entitled to the company where the shareholder alone has the right to receive the amounts due for the share, whether they are shares in the profits or a share in the company’s assets, and each shareholder regardless of the percentage of his ownership shall have the right to:

1. Obtaining dividends in accordance with the results of the company and the recommendations made by the Board of Directors and approved by the General Assembly in the form of cash dividends or bonus shares.
2. Participate in the election and removal of the members of the Council in accordance with the laws governing them.
3. Participate in the management of the company by running for membership of the Board of Directors, attending the general assemblies, participating in their deliberation and voting on its decisions in accordance with the provisions of the law, the memorandum of association and the articles of association.
4. Obtain at least seven days before the Ordinary General Assembly Meeting the financial statements for the elapsed accounting period, the report of the Board of Directors and the report of the Auditor and the annual report.
5. Monitor the performance of the company in general and the work of the board of directors in particular, hold accountable the members of the board or executive management, and file liability claims individually on behalf of the company in the event that the company does not raise them, in case they fail to perform the tasks assigned to them. The shareholder may file his personal claim for compensation if the fault caused him harm.
6. Disposition and transfer of shares owned by him in accordance with the law, and priority in the subscription of new shares, bonds and sukuk if they express their desire to do so not for a period not exceeding fifteen days from the date of their invitation to use this right in accordance with the provisions of the law of the company.
7. Obtain information and data on the company’s activity and operational and investment strategy on a regular and easy basis without prejudice to the interests of “Sharq Investment Company” in accordance with the regulations and laws followed.
8. A number of shareholders representing 25% of the capital have the right to request the replacement of the auditor during the financial year.

The company has developed induction programs for new members and newly appointed employees “especially” in order to ensure that they have an appropriate understanding of the company’s functioning and operations and those programs included “the legal and supervisory obligations placed on the members of the board of directors and the company, the responsibilities and tasks entrusted to them, the powers and rights available to them, the financial and operational aspects of all the company’s activities and the company’s strategy and objectives”, and appropriate training programs, workshops and conferences were proposed for both current board members, executive management and employees related to the work of the company. The company, especially training courses in combating money laundering and the financing of terrorism, in order to develop their skills, experience, and keep abreast of developments in a way that helps them perform the tasks entrusted to them.

The Board of Directors exerts great efforts in creating corporate values (Value Creation) among the employees of the company by achieving the objectives, improving performance rates and stressing the executive management’s continuous commitment to motivate employees by linking the rewards and promotions they receive to their performance, which is evaluated through clear criteria that are communicated to them in order to do their best in achieving the strategic objectives of the company by adhering to the annual business plan set. The company is also keen to develop the performance of employees by arranging training courses for them, encouraging them and supporting them to obtain more specialized professional certificates for each according to his field of work. The company characterized by the stability of its employees and the scarcity of resignations from work in the company because of the positive atmosphere provided by the executive management of employees that encourages them to do their best. The company has developed a code of conduct and business obligations that defines the responsibilities of employees towards compliance with the applicable laws and towards corporate values, which include maintaining the confidentiality of information and maintaining personal and professional behavior that is consistent with the company’s values.

• The Company’s commitment to the values of integrity and ethics;
• Oversight by the independent Board of Directors of the development and performance of internal controls;
• Use structures, reporting lines, powers and responsibilities in pursuit of objectives;
• Commitment to attract, develop and retain competent people;
• Holding people accountable for internal oversight responsibilities.

• The Company selects and places control activities that contribute to risk reduction in order to achieve the objectives to acceptable levels.
• The company selects and develops general technology control activities in order to support the achievement of objectives.
• The company uses control activities through policies that define what is expected and procedures that put policies into practice.