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Corporate Governance

​Corporate governance is defined as the set of internal rules, controls and procedures governing the relationship between the main parties of the Company (members of the Board of Directors, Executive management, Shareholders, other Stakeholders.) which aims to balance the interests of different parties, and promote the values of responsibility, disclosure, transparency and fairness to ensure the protection of shareholders' rights and other interests and to ensure that the company is managed in manner that serves its stakeholders.

Based on the belief of KGL Logistics Company in the importance of the principles established by corporate governance rules and its pivotal role in helping the company achieve its objectives, implement its plans and strategy to reach sustainable development in order to achieve the interests of the related parties mainly the interests of company’s shareholders, company's Board of Directors has introduced a set of policies, regulations and regulations to comply with the company's policies, regulations and statutes for nearly ten years to enhance the company's wise governance culture in line with the corporate governance rules established by the Capital Markets Authority of Kuwait, and what is globally recognized.

Where the rules and regulations and procedures applicable in KGL Logistics Company aim to consolidate and achieve the following objectives:

• Justice, transparency and fair treatment of all parties with common interest.

• Protection of shareholders' rights in general, whether they are a minority or a majority and to maximize their returns.

• Preventing the Exploitation of the available authorities to achieve illegal gains and trading interests of the company, shareholders and stakeholders.

• Attracting more investments for the company.

Committed to implementing the highest standards of corporate governance in its day-to-day operations, the Board of Directors has been keen on establishment a number of standards within the company and has observed that all policies in order to promote a culture of openness, transparency and clarity in its commercial and administrative transactions in order to protect the rights of the company investors in line with international best practices, and regulatory frameworks adopted, and those criteria are represented in the following points :

- Full compliance with the laws and decisions issued by the regulatory bodies.
- Full compliance with the resolutions of the General Assembly.
- Efficiency and effectiveness of performance in achieving the company's objectives and strategy.
- Ensuring the integrity of accounting practices in accordance with the best international standards followed.
- The accuracy and objectivity of financial and non-financial reports and taking into account their disclosure according to the rules followed in this regard.

KGL Logistics Company is always keen to ensure that it is fully committed to all relevant regulations and laws, especially with regard to rules of the corporate governance and its applications, and the Board of Directors of the company is constantly updating the internal policies and rules and regulations to reflect the scheduled updates from the regulatory authorities.

Committees of the Board of Directors

The Board of Directors of KGL Logistics Company has three specialized committees to assist the Board of Directors in carrying out its responsibilities within the scope of its responsibilities approved by the Board of Directors. The Board of Directors has established three committees in accordance with the requirements of Corporate Governance (7) for the year 2010, where the Board of Directors at its fifth meeting of 2016 held on 30/6/2016 approved the working documents of the Audit Committee and the Committee Nomination and remuneration and risk management Committee.
Moreover, the Board of Directors also approved the formation of those committees in the same meeting provided that the duration of the work of each committee begins from the date of its formation and for a period of three years, and ends with its end of the membership of the Board of Directors for any reason, and must be reconfigured by the new Board of Directors, and may be re-formed whenever deemed necessary under a resolution by the Board of Directors.

1. Audit Committee

The Audit Committee in KGL Logistics company is composed of three members with financial expertise in the field of auditing, and the Audit Committee reviews the financial statements before submitting them to the Board of Directors and making recommendations on them to ensure the integrity and transparency of the financial reports, studying the financial and accounting policies adopted by the Company, and assessing the adequacy of internal financial and control systems and controls on a regular basis and the technical supervision of the company's internal audit department, where the internal audit unit submits its reports directly to the audit committee to ensure the independence of these internal controls. The Committee also recommends external auditors to the Board of Directors for approval at the Annual General Meeting. The Audit Committee held four meetings during 2016. It is worth mentioning that there was no conflict between the recommendations of the Audit Committee and the BOD resolutions during 2016.

2. Nominations and Remuneration Committee

The Committee on Nominations and Executions at KGL Logistics consisting of three members, chaired by a non-executive board member. The Committee has a responsibility to develop transparent procedures for the nomination and appointment of board members and executive management, and to ensure that appropriate skills are available. The Nomination and Remuneration Committee is responsible for overseeing the evaluation of the performance of Board as a whole and the performance of each member of the board and the executive board, and determining the remuneration policy in the Company. This is the reward paid by the President, the members of the Board and the Executive management. The Nomination and Remuneration Committee held one meeting during 2016. Two of the most prominent achievements of Nomination and Remuneration Committee are: it had reviewed and approved the remunerations policy and determination of the different levels of the remunerations which to be granted for the employees, and confirmation of independence capacity of the independent board member.

3. Risk Management Committee

The risk management committee of KGL Logistics Company consists of three members headed by a non-executive board member. The Risk Management Committee is responsible for preparing and reviewing risk management strategies and policies Before being approved by the Board of Directors to ensure the implementation of these strategies and policies and that they are commensurate with the nature and size of the company's activities, and help the Board to determine and assess the acceptable level of risk in the company, and to ensure that the company does not exceed this level of risk after its approval by the Board of Directors. Moreover, the Risk Management Committee met twice during the year 2016. The most noticeable achievements of the Risk Management Committee: it had reviewed and approved the policy of risk management, and confirmed that the risk management unit of the company enjoys the complete independence from the activities that might expose the company to risks, and the chief of the risk management unit has the full understanding of the risks surrounding the company.
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