We are keen to continue to achieve success

Kuwait Cement Company is one of the leading industrial companies in Kuwait. Throughout its history, the company has been able to achieve stable and continuous returns for its shareholders. In the same context, governance standards are considered one of the most important foundations that are clearly reflected in the company’s strategy, especially those standards approved by the Capital Markets Authority and other regulatory authorities from the relevant rules and guidelines. The entire company, represented by the Board of Directors, the Executive Management and all employees, is responsible for ensuring the implementation of the governance framework in the context of normal work and daily business activities. The Board of Directors is responsible for determining the general executive strategies and policies at the level of the Board of Directors and the Executive Management, while the company’s management is responsible for ensuring the implementation of governance through a strong system of policies and procedures. Employees are also committed to following and implementing governance requirements in daily business activities.

The Company’s Organizational Structure
The Board of Directors is responsible for developing and approving the Company’s organizational structure. This structure is reviewed periodically and updated whenever necessary to reflect recent changes that suit the business and its activities in accordance with the surrounding developments, which ultimately serves the public interest of the Company and its customers.

Board of Directors
The Board of Directors is responsible for setting the Company’s strategic objectives, risk determinants, and governance standards, in addition to actively participating in organizing the Company’s business and bearing all responsibilities related to the Company’s financial safety and preserving the interests of shareholders and other stakeholders, with a focus on risk management and governance, enhancing internal control systems, and internal and external auditing. The Board of Directors consists of ten members, nine of whom are non-executive and one independent member, who have scientific and professional experience, specialized skills, full knowledge of relevant laws and regulations, and full knowledge of the size and nature of the Company’s activity.

Committees emanating from the Board of Directors
The Board of Directors carries out its work tasks supported by three main working committees, where the responsibilities and duties of each committee are determined and their powers are delegated by the Board of Directors. These responsibilities and duties are documented and recorded in the form of a list for each committee that includes a list of detailed terms of reference for its work. These committees are:

Audit Committee
Risk Management Committee
Nominations and Remuneration Committee

3 – Nominations and Remuneration Committee

Role of the Committee:

The Committee is responsible for assisting the Board of Directors in its responsibilities regarding nominations and remunerations for members of the Board of Directors and the Executive Body, reviewing the framework and plan of remunerations in force in the Company, and preparing a detailed annual report on all remunerations granted to members of the Board of Directors and the Executive Management, whether salaries, benefits, advantages or incentives. It is also responsible for ensuring that the independent member of the Board of Directors is not lacking in independence, in addition to supervising the evaluation of members of the Board of Directors and the Executive Management.

Risk Management
Risk Management is one of the central independent functions of the Company. The Director of the Risk Management Unit reports to the Risk Management Committee emanating from the Board of Directors, which is responsible for appointing, dismissing and evaluating his performance. This function is primarily responsible for identifying, measuring, monitoring and supervising the system of risks to which the Company is exposed and preparing reports on them. It also acts as an independent internal advisor to the executive management to assess and monitor the risks to which the company is exposed.

Internal Audit
The company’s internal audit unit represents an independent function that is primarily responsible for evaluating the effectiveness and adequacy of the company’s internal controls, while ensuring compliance with policies, procedures and regulatory requirements. The company’s internal auditors are not assigned any executive responsibilities in order to maintain their integrity and independence in performing their duties and responsibilities. The internal audit unit is also responsible for reporting directly to the Audit Committee of the Board of Directors, which is responsible for monitoring the overall performance of the audit work.

Behavioral Values
The Board of Directors seeks to apply the highest standards in professional behavior values, which are based on a number of foundations, as these foundations were developed through a system of policies and procedures that include, but are not limited to, the following: Code of Conduct and Professional Ethics
Transactions with Related Parties
Conflict of Interest

Code of Conduct and Professional Ethics
The Board of Directors is at the forefront of establishing professional standards and values ​​that encourage the integrity of the company as a whole, the executive management and other employees. The Company’s Code of Conduct sets out the ethical standards that all stakeholders must follow in carrying out the Company’s business.

Related Party Transactions
The Related Party Transactions Policy sets out the guiding principles on how to conduct and manage transactions with related parties, whether these transactions are between the Company and its Board of Directors, its subsidiaries, other related parties, or executive management and employees. This policy is in compliance with regulatory standards and international financial reporting standards.

Conflict of Interest
The Board of Directors is responsible for monitoring and managing any potential conflict of interest facing the Company, including the exploitation of the Company’s resources and the misuse of powers and authorities. The Conflict of Interest Policy includes guidelines on how to identify potential forms of conflict of interest and ways to disclose, report, limit or prevent them, including rules related to transactions with related parties and potential forms of conflict of interest.

Transparency and Disclosure of Information
The Company is committed to providing accurate, comprehensive and up-to-date information to shareholders, in accordance with the legislative and regulatory requirements within the transparency framework. The Company ensures the implementation of integrated practices and procedures for disclosing information, and the ability of the public – including individual investors – to obtain the announced information immediately. To achieve this, the company has adopted a transparency and disclosure policy that reflects all disclosure requirements (financial, non-financial and regulatory disclosures). The disclosure framework includes all key qualitative and quantitative information related to financial performance, financial stability, risk management factors, rewards, governance, transactions with related parties, conflicts of interest, material changes, etc.