CORPORATE GOVERNANCE

THE BOARD’S OVERALL RESPONSIBILITY

The Board has overall responsibility for the company, including overseeing the implementation of NCM investment’s strategic objectives, risk strategy, corporate governance and corporate values. The Board is also responsible for providing oversight of NCM’s senior management including the CEO.

The Board assumes ultimate responsibility for NCM business and its financial soundness, fulfilment of CMA requirements, protecting the legitimate interests of shareholders, staff and stakeholders and ensuring that NCM is managed in a prudent manner and within the applicable laws and regulations and the internal policies and procedures.

FORMATION OF THE BOARD OF DIRECTORS

The Board of Directors consists of five members, allowing it to form (3) committees emanating from it within the framework of implementing the requirements of corporate governance by Capital Markets Authority of Kuwait, as the company took into account the formation of the Board of Directors of the educational and professional expertise and specialized skills that is required for the company to carry out its activities effectively and in enhancing efficiency in making administrative decisions.

BOARD CHAIRMAN

The Chairman ensures the proper functioning of the Board and maintains a relationship of trust with the Board members. She/he ensures that Board decisions are taken on a sound and well-informed basis through proper discussion and dialogue. The Chairman establishes a constructive relationship between the Board and the senior management of NCM Investment and ensures a sound corporate governance standards are in place.

QUALIFICATIONS OF BOARD MEMBERS

It is the aim of NCM to have qualified and experienced members on the Board as well as the various Board Committees in order to serve the interests of NCM and its various shareholders and stakeholders. The Board Nomination & Remuneration Committee (NRC) assists the Board in the selection / appointment of Directors for the Board and its Committees by setting the basic criteria for such memberships. These are aimed at creating a Board capable of challenging, stretching and motivating management to achieve sustained, outstanding performance in all respects. Board members should be and remain qualified, including through training, for their positions. They should have a clear understanding of their role in corporate governance and be able to exercise sound and objective judgment about the affairs of NCM.

CODE OF CONDUCT

The Board of Directors, through the Code of Conduct and Ethics, defines appropriate corporate governance practices for the Board’s business and emphasizes that these rules are periodically reviewed for the purpose of continuous improvement. The code of professional conduct and business ethics should be circulated to all employees of "NCM Investment" and members of the Board of Directors whose signature is obtained to confirm their commitment to the contents contained therein.

CONFLICT OF INTEREST

The Board of Directors has a formal written policy on conflict of interest that covers all issues and possibilities related to conflict of interest.

RELATED PARTIES

NCM Investment has a written policy for dealing with related parties, which includes the rules and procedures governing operations with related parties. NCM Investment maintains records of all related party transactions and these records are subject to appropriate scrutiny.

NCM Investment identifies its related parties in accordance with the definition contained in international accounting standards, and NCM Investment maintains updated records of these parties to control any transactions with it. Disclosure of transactions with related parties is in accordance with international accounting standards and international financial reporting standards in this regard and as required by local regulatory authorities, including Capital Markets Authority of Kuwait.

GROUP STRUCTURE

The Board of Director of the Company shall be fully responsible for implementing appropriate corporate governance systems among its subsidiaries subject to the supervision of the Capital Markets Authority, its regulations, instructions and decisions, as well as ensuring the existence of appropriate policies and mechanisms for this governance and for business and private risks surrounding the group and its entities.

COMMITTES EMANATING FROM THE BOARD OF DIRECTORS

Without abandoning its own responsibilities, the Board formed the following permanent committees with the aim of increasing the efficiency of its control over the committees' main operations:

o Audit Committee

o Risk Management Committee

o Nomination and Remuneration Committee

Audit Committee Members

Mr. Ali Arsalan Tariq – Committee Chairman

Mr. Mohammad Khalil Foulathi – Committee Member

Mr. Saud Abdulmohsen AlMarri – Independent Committee Member

Risk Management Committee Members

Mr. Mohammad Khalil Foulathi – Committee Chairman

Mr. Ali Arsalan Tariq - Committee Member

Mr. Saud Abdulmohsen AlMarri - Independent Committee Member

Nomination and Remuneration Committee Members

Mr. Fawad Tareq Khan – Committee Chairman

Mr. Mohammad Khalil Foulathi – Committee Member

Mr. Saud Abdulmohsen AlMarri - Independent Committee Member

NCM Investment is committed to achieving sustainable development for society in general and its employees in particular. NCM Investment is keen to implement its limited social responsibility by the Board of Directors to ensure participation in the economic and social development. The corporate social responsibility policy of "NCM Investment" has been professionally drafted within our marketing policy approved by the Board of Directors.

SHAREHOLDERS RIGHTS:

The Company is committed to protect the rights of shareholders, and the Board of Directors has approved policies that ensure the protection of the rights of all shareholders and that provides the shareholders to exercise their rights given in the Companies Law and the instructions of the Capital Markets Authority, which includes the following:

1. Right to be treated on par with other shareholders.

2. Right to record the value of shares owned in the Company’s records.

3. Right to transact in shares by assigning and/or transferring the ownership of shares.

4. Right to receive their share of dividend distribution and bonus shares

5. Right to receive their share of Company’s assets, in case of liquidation.

6. Right to participate in the General Assembly meetings of shareholders and voting on decisions.

7. Right to elect members to the Board of Directors.

8. Right to monitor the Company’s performance in general and the Board of Directors in particular.

9. Right to hold the Board of Directors and the Executive Management of the Company accountable and right to file claims, in case they fail to perform their entrusted duties.

10. Right to view the Company’s Articles and Memorandum of Association, General Assembly minutes, and the register at the registered address of the Company.

11. Right to dispose of the shares owned by the shareholder and to exercise pre-emption rights to subscribe for new shares and bonds or sukuks in accordance with the provisions of the Companies Law and the Company’s Articles and Memorandum of Association.

In addition to the above, the shareholders hold specific rights relating to General Assembly such as (a) Right to request a general assembly meeting if the shareholder holds a minimum of 10% of the capital of the Company (b) Right to grant power of attorney in writing to another shareholder to attend the meeting of the general assembly (c) Right to discuss the matters listed in the agenda and to question the Board of Directors, External Auditors on the same (d) Right to receive information on the voting rights, rules and procedures. 

The Company shall not bar any of the aforementioned rights for any class of shareholders or lay down criteria which may discriminate between the classes of shareholders in order to establish such rights (currently, the Company has only one class of shares).

PROTECT THE RIGHTS OF STACKHOLDERS

Stakeholders (other than shareholders) are partners in the success of any entity. The Board of Directors realizes that the ultimate success of "NCM Investment" is a result of the joint efforts made by all parties that have commercial relations with "NCM Investment". The various procedures, policies and practices followed by "NCM Investment" are confirmed in accordance with the relevant laws and regulations that guarantee protection and recognition of the rights of stakeholders, and allow them to obtain compensation in case any of their rights are violated, in accordance with what is established in the laws issued in this regard

INTRODUCTION:

NCM has established an “Investor Relations Unit” responsible for providing information and reports required by shareholders. 

FIRST: ORGANIZATIONAL STRUCTURE OF THE UNIT

1. The company’s Board of Directors appoints the head of the Investors Unit who shall be a member of the Board of Directors or any of the company’s employees.

2. The Head of the Investors Unit may appoint an assistant from the company's employees if the need arises.

3. The functions and responsibilities of the Investors Unit are subject to the supervision of the Board of Directors.

SECOND: TASKS AND FUNCTIONS OF THE INVESTORS AND SHAREHOLDER UNIT

Without prejudice to what has been mentioned in Chapter Six of the Kuwaiti Companies Law regarding the rights and obligations of shareholders and the provisions and decisions of the Capital Markets Authority, in particular module fifteen: "Corporate Governance" of the Executive Regulations of the Law of Establishing the Capital Markets Authority, the Investors Unit conducts its business in accordance with the decisions of the company’s Board of Directors. This power is limited only by the provisions of law, regulatory instructions, the articles of association of the company, or general assembly decisions.

The Investors Affairs Unit shall also be responsible for providing data, information and other reports to current and potential investors, so that this Unit works independently to provide accurate information at the required time, including on the company's website to its users without any bias. It represents the company fairly, so that investors can make informed investment decisions.

The Investor Affairs Unit shall be an integral part of the corporate governance framework in the company, as the Unit manages information and channels through which the efforts of the Board of Directors and executive management are introduced.

A.   GENERAL TASK:

Carry out any work or assignment from the Board of Directors to search for new investment opportunities in any of the global and emerging markets.

1. Submit a report to the Board of Directors on investment opportunities in different economic sectors, provided that these reports include a technical, economic and legal study. The head of the Unit may seek the assistance of external consultants if the need arises.

2. Emphasize the role of the head of the Investors Unit in protecting shareholders and investors

3. Ensure that all documents, financial statements and technical reports of investment opportunities are sent within the limits approved by the Board of Directors to investors through modern means of communication or any other method determined by the Board of Directors

4. Communicating with shareholders and informing them about the company’s strategy and activities and maintaining effective dialogue with investors

5. Protection of all the rights of its shareholders, including the rights of minority shareholders, as well as the rights of the various stakeholders in the company

6. Providing accurate and timely information regarding the company, including its financial position and its major shareholders

7. Encouraging shareholders to participate effectively in the general assembly meetings and granting them their rights in line with the company's Articles of Association and the prevailing laws and regulations, including the Companies Law

8. Submit the disclosures to shareholders on their scheduled dates, according to the requirements issued by the various regulatory authorities and the laws in this regard.

9. The company defines and protects the general rights of shareholders, in order to ensure fairness and equality among all shareholders, regardless of their levels.

B.  OPERATIONAL ACTIVITIES:

1. Determine the types of financial and legal risks and the mechanism for avoiding risks for each investment opportunity presented by the head of the Unit.

2. Conduct a non-disclosure agreement when submitting any data or information about the company to others or any of the members of the company (whether shareholders or investors), taking into account the recommendations of the Board of Directors.

3. Providing recommendations to the Board of Directors in establishing companies or acquiring entities, companies, and investment assets, whether inside or outside Kuwait

4. Establishing effective communication channels that allow the company's shareholders to be informed in a continuous and periodic manner on the various activities of the company and any significant developments.

5. At the request of the Board of Directors, an annual report is prepared and read at the meeting of the company’s Board of Directors, which includes the results of the Unit’s functions and activities, the financial costs and the contracts recommended for the Board of Directors.

6. Reviewing and approving the Regulation of the Investors and Shareholders Affairs Unit on an annual basis and submitting the necessary suggestions and amendments, if any, to the Board of Directors.

FOR MORE INFORMATION PLEASE CONTACT:

Mr. Naser AL Marri  (Vice Chairman)

Address: Dar AlAwadi Complex, 27th Floor.

Ahmad Al-Jaber St, Sharq,  State of Kuwait

Tel: (+965) 22266919

Fax: (+965) 22465992

Email : Investor@ncminvest.com