Governance forms to be used to follow up company commitments to corp governance guidelines for companies under the supervision of the cma

Governance Forms to be used to follow up company commitments to Corp Governance Guidelines for companies
under the supervision of the CMA
S Corp Gov. Guidelines
Degree of Implementation*
Clarifications
YES NO
Fully Partially
Unimple-
mented
Strengthen Board Composition
Principle (1/1) A Majority of board members must be non-executive members and must include independent
members
1
Company statutes must determine the
number of board members and their
membership type, noting that they must not
be less than 5.
Pls mention no of
members and their types:
executive( ) non-executive
( ) independent ( )
2
Company Statutes lists the following:
Board Members are elected by secret
ballot of the AGM members
Membership period does not exceed 3
years
Members may be re-elected to the board
3
The board of directors is made up of non-
executive members + independent members
4
No of independent members does not
exceed 50% of board members
5
Company adheres to not merging the posts
of board chairman and chief executive
officer
6
Board members must not be a members of
no more than five other shareholding
companies based in Kuwait, or companies
have similar or competing activities of the
company, or be chairman's of the board of
no more than one other company based in
Kuwait.
7
Juristic Persons – who as per company
statutes is allowed to appoint
representatives to the board - are not
allowed to choose other members of the
board.
Principle (1/2) The board should be constituted of members who are completely independent such as to make
decisions without any pressure or obstruction
1 Board composes independent members
2
The company has rules + regulations to
insure complete independence of
independent board members
3
The independent members have the
necessary qualifications, experience and
technical skills that are in line with the
company activities.
4
The independent member attends board
meetings, is allowed to review any decisions
the board will vote on, and his opinion is
noted in case it is not in line with the
decision the board has come to.
* In the case of partial or non-implementation, reasons have to be mentioned in the clarifications column, with the
ability to add documentation if there are detailed reasons
Company Name:________________________________________

Clarifications
YES NO
Fully Partially
Unimple-
mented
Principle (1/3) The board must organize its works and assign sufficient time to take on its tasks + responsibilities
1
Company articles of association must
organize the process of board meetings, in
addition to a process to handle non
conformity of member attendance
2
No of annual board meetings cannot be less
than 6 per year
3
The board of directors meeting is officiated
by the attendance of more than half of the
members, with no less than 3 attending
4
The board meeting is held based on an
invitation from the chairman of the board
5
An emergency board meeting is held based
on a written request from 2 members
6
The independent board members attends a
minimum of 4 meetings per annum
7
Independent board members must attend all
board meetings where important +
substantial decisions are voted on
8
The independent members attends no less
than 75% of periodic meetings
9
The board members are supplied with a
meeting agenda substantiated with
documents and necessary data at least two
full days before the meeting
1
0
The company will have a special register
where the board meetings are recorded with
sequential numbers of the year when they
were held, showing place and time of the
meeting.
1
1
Transcripts of the discussions, including the
voting shall be recorded and archived for
easy retrieval
1
2
The board appoints a trustee wither from
the board or from the executive team or
from outside based on the board decision
1
3
The trustee's tasks + responsibilities are
assigned by the board and include the
following:
1
3
/
1
Record, coordinate + archive all board
meetings, records, books, reports raised to
or issued from it – noting that all records
must be signed by all attending members
1
3
/
2
Assure board members adhere to
procedures approved by the board, and
advise members at least two days before the
board meeting of its happening
* In the case of partial or non-implementation, reasons have to be mentioned in the clarifications column, with the
Company Name:________________________________________

Clarifications
YES NO
Fully Partially
Unimple-
mented
Principle (1/3) The board must organize its works and assign sufficient time to take on its tasks + responsibilities
1
3
/
3
Assure board members can access all
meeting minutes, data, documents and
records related to the company quickly and
completely
1
3
/
4
Assure dispatch and receipt of data to board
members and stakeholders including
shareholders, company departments and
staff.
Establish Clear Roles & Responsibilities
Principle (2/1) Determine details of the tasks, responsibilities, and obligations of each of the members of the Board
of Directors + Executive Management, as well as the authorities and the powers that are delegated to the EX. Mang.
1
The company structure clearly reflects the
separation of powers + authorities between
the board members and the executive
management
2
powers + authorities of the board members,
of them includes but is not all encompassing:
2/
1
Set relevant goals, strategies, plans and
policies for the company
2/
2
Set the optimum capital structure for the
company and its financial goals
2/
3
Set and approve organizational +
employment structures for the company
2/
4
Approve annual estimated budget, and the
annual and quarterly financial results
2/
5
Oversee major capital expenditures +
ownership of assets + their disposition
2/
6
Assure the company's commitment to
policies and procedures which guarantee
respect for the company's applicable internal
rules + regulations
2/
7
Ensure the accuracy and integrity of the data
+ information to be disclosed in accordance
with applicable policies + procedures regards
disclosure and transparency
2/
8
Disclosure + Disclose on a regular basis at a
minimum semiannually on the progress of
the company's activity, and all the influential
developments on its workings
2/
9
Establish effective channels of
communication allowing review to the
company's shareholders on an ongoing +
periodical basis on the various aspects of
the activities of the company + any
substantial developments
*In the case of partial or non-implementation, reasons have to be mentioned in the clarifications column, with the
Company Name:________________________________________

Clarifications
YES NO
Fully Partially
Unimple-
mented
2/
10
Establish a corp governance policy - not
inconsistent with the provisions of the rules
of corporate governance issued by the CMA -
and the overall supervision+ monitor of its
effectiveness + modification when needed
2/
11
The formation of specialized committees
established in accordance with a charter
that’s clearly lays out its powers +
responsibilities + how the board oversees
them + evaluates the performance and the
work of these committees.
2/
12
Ensure the organizational structure of the
company is transparent and clear, allowing a
smooth decision-making process + achieves
principles of wise corporate governance +
the separation of powers and authority
between the Board of Directors and
Executive Management
2/
13
Determine which powers are delegated to
the executive management including
decision-making procedures + the delegation
period. The Board also decides which
domains it retains the power over
2/
14
Control and supervision of the performance
of the executive management, +assure they
perform all the tasks assigned to them
2/
15
Identify segments bonuses that will be
awarded to employees
2/
16
Appoint or remove any of the members of
the executive management, including the
CEO or his equivalents
2/
17
Develop a policy governing the relationship
with stakeholders ascertaining their rights
2/
18
Develop a procedure to deal with related
parties
2/
19
Regularly assure the effectiveness +
capability of internal oversight regime in the
company + subsidiaries
2/
20
Assure the safety of the financial +
accounting procedures, including financial
reporting systems
2/
21
Ensure application of sufficient oversight
systems to measure + manage risk
Company Name:________________________________________

Clarifications
YES NO
Fully Partially
Unimple-
mented
3
powers + authorities of the Board Chairman,
of them includes but is not all encompassing:
3/
1
Ensure the board discusses all essential
matters effectively + in due time.
3/
2
Represent the company as per the company
statutes
3/
3
Encourage all board members to participate
totally + effectively in board activities
3/
4
Ensure effective communication with
shareholders + communicate their views to
the board
3/
5
Encourage relationship building + effective
participation between the BoD + the Ex
Mang. + non-exec + exec + independent
members
3/
6
Create a culture that encourages
constructive criticism regards issues around
which there is divergence of views amongst
board members
4
powers + authorities of the Executive
Management, of them includes but is not all
encompassing:
4/
1
Implementation of the company's strategic
plans +associated internal policies +
regulations, ensuring adequacy +
effectiveness
4/
2
Periodic reporting (financial + non-financial)
on the progress of the company's activity in
the light of the plans + objectives of the
company strategy + presentation of reports
to the Board of Directors
4/
3
Development of an integrated accounting
system keeping books, records + accounts
reflecting detailed + accurate financial
statements + income accounts, allowing
maintenance of company's assets
4/
4
Preparation of financial statements in
accordance with international accounting
standards approved by the (CMA)
4/
5
Manage daily work and conduct activities as
well as optimally managing the company's
resources+ work to maximize profits +
minimize expenses consistent with corp.
objectives + strategy
*In the case of partial or non-implementation, reasons have to be mentioned in the clarifications column, with
the ability to add documentation if there are detailed reasons
Company Name:________________________________________

Clarifications
YES NO
Fully Partially
Unimple-
mented
4/
6
Active participation in the construction and
development of a culture of ethical values
within the company
4/
7
Developing systems of internal control + risk
management ensuring the effectiveness +
adequacy of those systems, and ensuring
compliance to risk limits approved by the
Board
Principle (2/2) Board establishes specialized independent committees, assisting the board in its roles
1
The board will adopt internal rules +
regulations governing the procedures for the
formation of committees, including those
rules + regulations determining their tasks,
the duration of their work + powers granted
2
Board routinely follow up on committee
activities and is responsible for their
workings
3
Sufficient independent + non-executive
board members are appointed to these
committees
Principle (2/3) Develop mechanism to allow board members access to data + information accurately and in time
1
Provide an effective mechanism allowing
members of the Board of Directors in
general + non-executive + independent
directors in particular, to get all the basic
information and data that enable them to
undertake and carry out their duties, and
infrastructure development
2
Provide an IT systems infrastructure,
contributing to the preparation of all reports
to a high degree of quality + accuracy, to be
submitted to the board members in a timely
manner
Recruit highly qualified candidates for Board + Senior Management
Principle (3/1) The Board forms a nomination committee whose primary role is recommending to the board the
qualification of the nominated persons
1
Make available a mechanism that regulates
nomination to the board or EX Mang.
2
Board establishes a committee specializing
in nominating persons to Board or EX Mang
3
Nominations committee members are no
less than 3 + are independent + non-
executive board members.
*In the case of partial or non-implementation, reasons have to be mentioned in the clarifications column, with
the ability to add documentation if there are detailed reasons
Company Name:________________________________________

Clarifications
YES NO
Fully Partially
Unimple-
mented
Principle (3/1) The Board forms a nomination committee whose primary role is recommending to the board the
qualification of the nominated persons
4
Selection rules for members of the
Nominations Committee are set by the AGM
of the company, at the suggestion of the
Board.
5
Formation Rules of the nominations
committee include the tasks + regulations of
the committee, some of which are:
5
/
1
Recommending the nomination + re-
nomination of board + committees members
+ Ex Mang, taking into account the barriers
to nomination of any characters that do not
meet the requirements contained in CMA
instructions regards rules of competence +
integrity of the persons nominated
5
/
2
Annual review of the needs + appropriate
skills required for membership of the Board,
as well as to attract applications wishing to
fill executive positions as needed, and study
+ review such requests, taking into account
(as provided in the instructions) the rules of
competence and integrity
5/
3
Establish job descriptions for exec + non-
exec + independent board members
5/
4
Suggest the nomination + re-nomination of
independent members; + check that they
remain independent.
6
The Nominations Committee invites persons
wishing to run for membership of the Board
of Directors through the deployment of ad in
at least two dailies, where submission will
remain open for two weeks from the date of
the ad.
7
The nomination committee holds recurring
meetings at least once a year
Principle (3/2) The Board forms a remuneration committee whose primary role is placement of policies + regulations
to distribute compensation + bonuses
1
The company establishes clear policy with
regards compensation for the board + Ex
Mang members, including the following
criteria at a minimum:
1/
1
Approved by the Board of Directors
1/
2
Relatable to worker productivity
1/
3
Aligned with company strategy + goals
whether short or long term
Company Name:________________________________________

Clarifications
YES NO
Fully Partially
Unimple-
mented
Principle (3/2) The Board forms a remuneration committee whose primary role is placement of policies + regulations
to distribute compensation + bonuses
1/
4
Appropriate to size, nature + degree of risk
1/
5
Relate the experience + qualification of each
staff member as per position
1/
6
Balance in structure of bonus + salaries so as
to attract qualified persons without
exaggeration.
1/
7
Coordinate with Nominations Committee
2
Board establishes a committee specializing
in remunerating persons on Board or EX
Mang
3
Remuneration committee members are no
less than 3 + are independent + non-
executive board members.
4
Formation Rules of the remuneration
committee that include the tasks +
regulations of the committee, some of which
are:
4/
1
Establish clear policy to remunerate board
members and senior Exec. Mang.
4/
2
Set the thresholds for the different bonus
segments awarded to staff e.g. standard
bonus, performance bonus, share options
bonus, end of work bonus.
4/
3
Confirm bonus distribution as per policy
4/
4
Recurring (annual) review of the bonus
policy, and evaluate its effectiveness to
achieve goals including attracting human
resources, qualified + skilled employee
retention
4/
5
Prepare detailed annual report on bonus
given to Board + Ex Mang either fiscal or
otherwise, to be reviewed by the AGM for
approval
Safeguard Integrity of Financial Reporting
Principle (4/1) Provision of written pledges from both the Board & Ex Mang towards safety & integrity of financial
reports issued by company
1
The CEO & the CFO (or whom carries out
their duties) will both submit written pledges
that the company financial reports are being
represented in a sound + fair manner as per
international accounting standards
2
The Board will submit a written pledge
stating the safety + integrity of the financial
data dispatched to the external auditors
Company Name:________________________________________

ClarificationsYES NO
Fully Partially
Unimple-
mented
Principle (4/1) Provision of written pledges from both the Board & Ex Mang towards safety & integrity of financial
reports issued by company
3
The annual report for shareholders will
contain a pledge from the Board regarding
the safety + integrity of financial data
relating to the company activities
Principle (4/2) Board will establish an internal audit committee whose primary role will be to ensure safety +
integrity of financial reports + internal oversight systems
1
Establish committee transpiring from the
Boardspecializing in internal audit to ensure
the safety and integrity of the financial
reporting systems + internal controls
2
Audit committee members are no less than 3
+ are independent + non-executive board
members.
3
Formation Rules of the audit committee that
include the tasks + regulations of the
committee, some of which are:
3/
1
Review of periodic financial data before
presentation to Board, along with
recommendations + opinions
3/
2
Recommend to board appointment + re-
appointment of external auditor or
replacement + determining their dues +
check for their independence + review
letters of appointment
3/
3
Monitor external auditor workings, ensuring
they do not provide services except those
appointed to them
3/
4
Study comments on financials from external
auditor and monitor what has been done
with regards
3/
5
Study the followed accounting policies along
with recommendations + opinions to the
board with their regard
3/
6
Assess adequacy of internal control systems
in place within the company and prepare a
report containing the opinion +
recommendations with this regard
3/
7
Oversight over the internal audit
department
3/
8
Recommend appointment, relief, seclusion,
evaluation of internal auditing manager +
department
3/
9
Review + approve internal audit plans
recommended by internal auditor
3/
10
Review result of internal audit report,
assuring necessary corrective actions taken
towards observations contained
Company Name:________________________________________

Fully Partially
Unimple-
mented
Principle (4/2) Board will establish an internal audit committee whose primary role will be to ensure safety +
integrity of financial reports + internal oversight systems
3/
11
Review result of regulatory authorities,
assuring necessary corrective actions taken
towards them
3/
12
Confirm company compliance with laws,
policies, procedures + relevant directives
3/
13
Review proposed transactions carried out by
the company with related parties
4
At least one of the committee members
must have relevant qualifications and/or
technical skills in financial/accounting fields
5
In case of any conflict between the
recommendations of the Audit Committee
and the resolutions of the including when
the board rejects following committee's
recommendations regards monitoring
external auditors and / or the Internal
Auditor, the board must ensure that
Corporate Governance Report includes a
statement clearly outlining these
recommendations and the reason or reasons
behind the decision of the board
withregards non-compliance
6
Committee holds recurring meetings at least
4 times per year
7
Committee holds recurring meetings with
external auditor + at least 4 meetings per
year with internal auditor
Principle (4/3) Confirm the independence + integrity of external auditor, guaranteeing competence, professional
experience + sound reputation
1
Available mechanism to appoint company
auditor, insure its independence + meets
conditions + requirements of regulatory
authorities
2
Auditor nominated based on audit
committee recommendation to board
3
Auditor allowed to discuss his views with
audit committee before raising annual
report to board to take decision
4
External auditor is enabled to attend AGMs +
orate the relevant report to the
shareholders
Company Name:________________________________________

Fully Partially
Unimple-
mented
Sound Systems of Risk Management + Internal Controls
Principle (5/1) An office/unit/department must be made available to measure + manage risks the company faces
1
An independent office/unit/department in
the company works on identifying,
quantifying, monitor + control all risks facing
company
2
Systems + procedures that allow managing
risk must be made available to the company
3
Modern + efficient reporting system must be
made available to the company
4
Members of the risk committee have
complete independence
5
The risk department has qualified human
resources holding sufficient technical skills +
qualifications
Principle (5/2) The board must form a risk committee whose main role is to establish policies + procedures to
manage risk as per company appetite for risk
1
Establish committee transpiring from the
Board specializing in managing risk
consistent with the company's tendency to
take on risk
2
Risk committee members are no less than 3
+ are independent + non-executive board
members.
3
Rules for choice of the committee members,
their tenure, and how the committee
functions, including its functions + duties
must be made available in the company;
including some of the following:
3/
1
Establish +review strategies + policies of the
risk department + approve from board; and
ensure implementation of these strategies +
policies, and that they are in line with the
nature and size of company activities
3/
2
Ensure sufficient availability of resources +
systems for the risk department
3/
3
Evaluate systems + mechanisms of
identifying, measurement + monitoring the
different risks the company faces.
3/
4
Evaluate acceptable level of risks in the
company, and monitor compliance to this
level
3/
5
Assist the Board to identify + evaluate
acceptable levels of risk, + assure
compliance to these levels of risk after
appropriation from the Board
3/
6
Review the organizational structure of the
risk department + make recommendations
Company Name:________________________________________

Fully Partially
Unimple-
mented
Principle (5/2) The board must form a risk committee whose main role is to establish policies + procedures to
manage risk as per company appetite for risk
3/
7
Ensure the independence of the risk dept
staff from activities that expose the
company to risk + risk dept staff have full
understanding of risks surrounding company
3/
8
Prepare recurring reports on the nature of
risks facing company
3/
9
Review issues raised by the internal audit
dept relative to risk
4
Risk dept holds regular meetings at least 4
times per year
Principle (5/3) Company must insure sufficiency of systems + internal oversight
1
Company ensures availability of internal
systems + oversight of all company activities
2
Company organizational structure reflects
the Four Eyes Principle of internal dual
oversight
3
An independent dept/office/unit for internal
audit must be made available in the
company with oversight from the board +
audit committee
4
Internal audit dept prepares recurring
reports including review + evaluation for
internal oversight systems in company
5
An independent auditor is appointed to
evaluate + review internal oversight systems
+ prepare reports with that regards (ICR)
Principle (5/4) The Board must establish committee to implement governance, whose main role is place a framework
+ corp governance guideline, and oversee its implementation + amendment when necessary
1
A committee transpires from the Board
specializing in governance implementation
2
Governance committee members are no less
than 3 + are independent + non-executive
board members.
3
Rules for choice of the committee members,
their tenure, and how the committee
functions, must be made available in the
company
4
Establishrules, functions + duties including
some of the following:
4/
1
Ensure governance standards + applications
sanctioned by the Board align with
regulations set by CMA
4/
2
Oversee making of + implementation of
governance guide + continuous review +
renewal when needed
Company Name:________________________________________

Fully Partially
Unimple-
mented
Principle (5/4) The Board must establish committee to implement governance, whose main role is place a framework
+ corp governance guideline, and oversee its implementation + amendment when necessary
4/
3
Coordinate with audit committee that
governance guide is being followed
4/
4
Monitor Board members + Ex Mang
performance through Key Performance
Indicators
4/
5
Review of all subjects related to governance
implementation + advise the Board at least
once a year with reports + recommendations
based on results arising from committee
workings
4/
6
Prepare annual report that includes
requirements + procedures to complete
implementation of corp governance + its
observance, to be added to company
activities annual report
5
Governance committee meets regularly no
less than twice a year
Promote Ethical Standards + Professional Conduct
Principle (6/1) Company institutes code of action with standards + specifications of ethics + professional conduct
1
A Code of action with standards +
specifications of ethics + professional
conduct must be made available in company
dealing with the following:
1/
1
Install principle of commitment by each
board member + Ex Mang member to all
laws + directives, and equal representation
of all shareholders; and commitment to the
best interests of the company +
shareholders + stakeholders and not the
interests of a designated group only
1/
2
Forbid board or EX Mang members of
exploitation of their positions to attain
personal interests or gain for himself or for
another
1/
3
Forbid use of company assets or resources
to achieve personal gain, and working to
exploit them to best achieve company goals
1/
4
Ensure placement of clear and proofed
mechanism that will forbid board +
independent members + EX Mang + staff
from using information they have been
exposed to due to their position for personal
gain + place moratorium on Disclosing
information + data concerning the company
only in cases where Disclosing rules allow or
through legal requirements
Company Name:________________________________________

Fully Partially
Unimple-
mented
Principle (6/1) Company institutes code of action with standards + specifications of ethics + professional conduct
1/
5
Ensure placement of procedures organizing
transactions with related parties
1/
6
For there to be complete isolation between
company interests + board member
interests, through board initiated
mechanisms to ensure company interests
trump board member interests
1/
7
Board members must Disclose to the board
any joint interests with the company
whether directly or indirectly
1/
8
A board member is barred from
discussing/having opinion/voting on any
subject that the board is reviewing if there
are any joint interests with the company
whether directly or indirectly
1/
9
Establish mechanism that allows company
staff to report any suspicions around
incorrect activities or suspicious conduct in
preparation of financial reports or internal
oversight systems or any other matters; in
addition to placement of arrangements to
investigate these matters fairly +
independently, guaranteeing the
whistleblower good faith + confidentiality to
protect against any retaliation or negative
reaction to his/her reporting of such actions
Principle (6/2) Board establishes policies + mechanisms to limit conflict of interest + ways to deal +resolve such
conflict
1
An approved policy to limit conflict of
interests must be instated by Board,
including requirements + specifications that
must be adhered to, including:
1/
1
A Board Member is not allowed – without
sanction from the AGM annually renewed –
to have any interests (direct or indirect) in
company business or contracts, except
activities that are subject to commercial bids
where the board member makes the best
offer
1/
2
A Board Member must inform the board of
any personal interest he may have in
company business or contracts, recording it
in a board meeting minutes, noting that the
member with the interests must not
participate in the vote with regard that
interest. The Chairman must inform the
AGM of such interests attaching a special
report of the subject from the auditor
Company Name:________________________________________

Fully Partially
Unimple-
mented
Principle (6/2) Board establishes policies + mechanisms to limit conflict of interest + ways to deal +resolve such
conflict
1/
3
A Board Member is not allowed – without
sanction from the AGM annually renewed –
to participate in any activity that competes
with the company, or trade in any facet of
activity that the company conducts
1/
4
The company will not provide credit facilities
of any kind to any board member or
guarantee any loan any of them take out,
except bank + financing company loans as
per the guidelines of the Central Bank of
Kuwait
Ensure Timely + High Quality Disclosure
Principle (7/1) Board establishes policies + procedures for timely + precise disclosures
1
A Law (7/2010) compliant system of
transparency + disclosure must be made
available, including the following:
1/
1
Board approved policies + procedures
organizing precise disclosure + transparency
1/
2
Mechanisms that show how to disclose data
+ information transparently at the correct
time to all stakeholders without prejudice,
noting that data + information are correct +
not elusive
1/
3
Mechanism that rates information being
disclosed through type (financial/non-
financial) or through disclosure cycle
1/
4
Reporting systems determining information
to be disclosed and rating mechanism
through type or cycle
1/
5
Recurring review of disclosure +
transparency policies + mechanisms applied
at company, to ensure they benchmark to
international best practices
1/
6
Annual report showing company financial
position, financial results, business activity +
any changes in capital structure
1/
7
Disclosure mechanism with regards
substantial events, in line with CMA
directives concerning disclosure of
substantial information + process of
disclosure
Principle (7/2)Disclosed Date + Information must be transparent + precise + recurring
1
The Disclosure system allows availability of
all basic data + information to all
shareholders + investors without prejudice
regularly + precisely, including the following:
Company Name:________________________________________

Fully Partially
Unimple-
mented
Principle (7/2)Disclosed Date + Information must be transparent + precise + recurring
1/
1
Financial reports are made according to IFRS
standards approved by CMA
1/
2
Company future plan + strategy + goals
1/
3
Operating results + related indicators +
financial percentages
1/
4
The date on which is based the premise that
shareholders will receive dividends
1/
5
Authorized capital structure + paid capital +
changes that may occur to the capital
structure (in case of issue of shares or
bonds)
1/
6
Financial instruments held by the company
or with any of its subsidiaries or sister
concerns, or by the Board Members or EX
Mang
1/
7
Market price of the share for all years of
listing on KSE or on any other stock exchange
1/
8
Changes in the Articles of association or
company statutes
1/
9
Any substantial sale of company assets
through any abnormal financial transactions
1/
10
Financial analysis report prepared by
independent consultants + rating companies
reports in case of availability
1/
11
Observation or analysis from management
with regards information (fin./ non fin)
1/
12
Report on Risks facing company
1/
13
Names of Board + Ex Mang Members +
sharia compliance board
1/
14
Name of auditors + Name of Oversight
entities + authorities that license + regulate
company operations
1/
15
Board Composition + Members positions +
affiliation
1/
16
Board member credentials
1/
17
Key Performance Indicators + evaluation
mechanism for each member of the Board
Members + EX Mang
1/
18
Brief description of committee domains
1/
19
Governance regime applied in company
1/
20
Transactions + conflicting interests between
company + related parties
2
Make available data + information through
different channels, whilst company website
is main + complete source of information
Company Name:________________________________________

Fully Partially
Unimple-
mented
Principle (7/3) Board organizes disclosure operations regarding board members + EX Mang + potential investors
1
Establish record of Board Member + Ex
Mang disclosures available for review by all
shareholders
2
Establish an investor relations unit
responsible for providing data + information
+ necessary reports for potential investors
Principle (7/4) Company discloses in a detailed + precise manner all bonuses provided to Board Members + EX Mang
whether cash or benefits + perks
1
A detailed report concerning all bonuses
granted to Board Members + EX Mang
whether cash or benefits + perks; the
disclosure includes:
1/
1
System of bonuses + allowances followed by
company especially regarding Board
Members + EX Mang
1/
2
Details of all bonuses granted to Board
Members + EX Mang whether cash or
benefits + perks + analysis of bonus tiers
1/
3
Monetary values of all bonuses granted to
Board Members + EX Mang whether cash or
benefits + perks (grouped)
1/
4
Monetary values of all bonuses granted to
EX Mang + highest earners in addition to
finance director or who takes this position if
he is not one of the top earners
1/
5
Any other direct/indirect bonuses from the
company or from subsidiaries
1/
6
Any substantial divergences from board
approved bonus policy
Principle (7/5) Company develops information technology infrastructure + depends largely on it for disclosure
1
A dedicated section of the company website
for corp governance where all recent
information + data is shown for the benefit
of the shareholders + current + potential
investors to exercise their rights + evaluate
the company performance
Respect Shareholder Rights
Principle (8/1) Company determines shareholder rights to guarantee fairness + equality amongst all shareholders
regardless of standing
1
The company statutes + internal guidelines
contains necessary measures to guarantee
all shareholders exercise their rights without
prejudice, at a minimum includes the
following:
1/
1
Register the value of shareholder ownership
in company logs
1/
2
Full rights to handle ownership from
registration to transfer or sale
Company Name:________________________________________

Fully Partially
Unimple-
mented
Principle (8/1) Company determines shareholder rights to guarantee fairness + equality amongst all shareholders
regardless of standing
1/
3
Receive share of dividends
1/
4
Receive fair share of assets if company
liquidates
1/
5
Receipt of data + information regarding
company activity + operating/investment
strategy in regular + uncomplicated manner
1/
6
Participate in AGM's + vote on its agenda
1/
7
Elect Board Members
1/
8
Generally monitor company performance +
Board especially
1/
9
Question Board Members + EX Mang + sue
in court in case of failure to carry out duties
2
Company is responsible for fair treatment of
all shareholders who are the owners of the
same type of shares equally and without any
discrimination, and are not in any way to be
blocked in exercisingany of the rights of
shareholders for any class of shareholders,
or the development of standards that will
distinguish between categories of
shareholders to establish these rights, so as
not to hurt the interests of the company or
inconsistent with the company rules +
regulations + instructions + controls
Principle (8/2) Company must be precise + constantly monitor shareholder data
1
Company holds accurate accurate and up to
date register of shareholders showing
ownership of shares including the names of
shareholders, their nationalities + identifying
phone numbers+ the number of shares they
own + their contact data
2
A register of the company shareholders with
names, nationalities, residence + shares
owned should be kept with clearing agency
3
A register of bonds + sukuk with shareholder
names, nationalities, residence + quantity of
bonds owned, type + amount paid for each
bond
4
A register of bonds + sukuk with shareholder
names, nationalities, residence + quantity of
bonds owned, type + amount paid for each
bond should be kept with clearing agency
5
Company allows all shareholders to review
shareholder + bond holder register
Company Name:________________________________________

Fully Partially
Unimple-
mented
Principle (8/2) Company must be precise + constantly monitor shareholder data
6
Data contained in the records are dealt with
in maximum protection and confidentiality
consistent with CMA directives
Principle (8/3) Company must encourage shareholders to participate + vote in Company AGM's
1
Company has mechanism to organize
participation in AGM's
2
The Board issues invitation for shareholder
within 3 months from the end of the fiscal
year at the time + place assigned by the
company.
3
The Board invites shareholders for meeting
in case shareholders representing 10% of
company capital make written request, or at
request of auditor with 15 days of request
4
Meeting place + time announced twice using
any modern advertising method outlined in
Company's Law Executive Statutes
5
Ensure that shareholder has right to written
proxy to another shareholder who is not
board member + not company staff member
to attend AGM
6
Prepare explanatory memorandum
containing details of each item of the agenda
for the meeting of the General Assembly,
which has been modified, with the stated
reasons for the amendment on the agenda,
to be published on company website of the
company when announcing invitation to the
meeting, taking into account mentioning
that the memorandum is available on the
website of the company and in the ad, which
will be published in newspapers for the
meeting
7
A detailed statement is attached to the
agendaoutlining rights of shareholders for
both the AGM and EGM
8
AGM agenda points should inform
shareholders of the following at a minimum
8/
1
Board Report of company activity + financial
position + financial results
8/
2
Audited financial statement report from
auditor
8/
3
Discussion of auditor report + sanction of its
contents + sanction of dividend
8/
4
Dealing with stakeholders
Company Name:________________________________________

Fully Partially
Unimple-
mented
Principle (8/3) Company must encourage shareholders to participate + vote in Company AGM's
8/
5
Any irregularities observed by regulatory
authority(s) + any sanctions towards
irregularities leading to financial (non-fin)
penalty, without breach of any laws or
regulatory permissions issued by regulator(s)
+ discussion of irregularities with
representative of regulatory authority if
present
9
Effective participation of shareholders in
AGM + discuss topics on the agenda and
associated queries related to objects of
different activity, and ask questions thereon
to the Board of Directors and the external
auditor, where board of directors or external
auditor has to answer questions to the
extent that does not expose the interests of
the company to any damage
1
0
Shareholders with at least 5% of capital may
add items to the AGM agenda
1
1
All board reports to AGM must contain
Board member disclosure records
1
2
Subjects set for discussion during AGM have
to be substantiated with sufficient
information enabling shareholders to make
decisions
1
3
Mechanism for voting during AGM's has to
be in place, that allows the following:
13
/1
All shareholder classes have same voting
rights, and are treated equally by company
13
/2
Shareholders can vote personally or through
proxy with same rights + responsibilities
13
/3
Inform shareholders of voting procedures
13
/4
Provide all relevant voting rights information
to all current shareholders + potential
investors regularly up to date + permanent
13
/5
All voter classes have the right to vote on
any changes regards shareholder rights
through invitation to AGM
13
/6
The vote electing board members to be held
at an AGM through mechanisms in company
articles of association + statutes as per
company's law + executive statutes
13
/7
All shareholder classes have opportunity to
question board on their assigned duties
13
/8
Not placing any tariffs on any class of voter
during AGM's or provide any advantage to
any class and not others
Company Name:________________________________________

Fully Partially
Unimple-
mented
Recognize the legitimate interests of stakeholders
Principle (9/1) Company places systems + policies that protect rights of stakeholders
1
Company make available systems or policies
that recognize + protect the rights of
stakeholders, including the following:
1/
1
Ascertaining that transactions between
board members + related parties are carried
out using same conditions that company
imposes on other non-related parties
without prejudice or preferential terms
1/
2
In case of breach of any parties obligations,
actions + procedures will be taken without
prejudice including paid compensation, so as
to emphasize that the contracts between the
company and stakeholders include and
explain in detail those actions
1/
3
Compensation mechanism for stakeholders
in case of breach of their rights protected in
contracts + approved in systems
1/
4
Mechanism showing how to establish good
relations with clients + suppliers + maintain
confidentiality of their information
1/
5
Mechanism to resolve disputes between
company + stakeholders
1/
6
Clear mechanism for awarding contracts,
through tenders or purchase orders, whilst
disclosing these mechanisms
1/
7
Stakeholders do not get any advantage
through interacting with
contracts/transactions that are part of the
company's regular activity
Principle (9/2) Company must work to encourage stakeholders to participate in following the company activities
1
Company has mechanisms + frameworks to
maximize benefit from stakeholder
contributions + encourage their participation
in following company activity
2
Company allows stakeholders regular facility
to obtain reliable data + information related
to their activity
3
Stakeholders are allowed to report to the
Board for any improper practices they are
exposed to by the company, while providing
adequate protection for parties that you are
reporting
Encourage Enhanced Performance
Principle (10/1) Company places mechanisms allowing Board Members + EX Mangto obtain training
1
A mechanism is made available that allows
Board Members + Ex Mang to take regular
training courses
Company Name:________________________________________

Fully Partially
Unimple-
mented
Encourage Enhanced Performance
Principle (10/1) Company places mechanisms allowing Board Members + EX Mang to obtain training
2
Orientation material is made available to
newly inducted Members
3
Specialized Training programs are made
available in the company in administrative +
financial fields suitable for current Board
Member + EX Mang qualifications +
experience
Principle (10/2) Company places systems + policies to evaluate overall + individual performance of Board Members +
EX Mang
1
Systems + policies are available in company
for performance evaluation of each member
of the Board + EX Mang periodically
2
Key Performance Indicators (KPI's) are
available in company to evaluate Board + EX
Mang
Principle (10/3) Board must continually ensure the importance of Value Creation for staff through constant striving
to deliver on company strategy + improvement of performance indicators, and adhering to laws + regulations
1
The Board asserts importance of Value
Creation for staff
2
Integrated Reports are made available in the
company that assist in achieving company
strategic goals + spur company values
3
Integrated reports most important features
are:
Concentration on strategy
An overview of the structure of the
company and the institutional model
Risks facing the company
Outlook + Future projections
Brevity and precision in the presentation
of material information
Set the periodicity of the report
(monthly/quarterly/bi-annually/annually)
Importance of Social Responsibility
Principle (11/1) Company installs policies that guarantee balance between company + community goals
1
Company is committed to contributing to
the achievement of sustainable
development of society in general and
particularly the company's employees
2
Company provides a policy aimed at
achieving a balance between the company's
goals + objectives that society seeks to
achieve + operate such a policy on the
development of the living conditions + social
and economic community in which it
Operates
Company Name:________________________________________

Fully Partially
Unimple-
mented
Importance of Social Responsibility
Principle (11/2) Company places programs + mechanisms that highlight efforts for social outreach
1
Specific mechanisms + programs that
highlight company role in different social
works are made available in company,
including but not limited to the following:
1/
1
Indicators through which company
performance + social responsibility
achievementsare linked at the level of
stakeholders or other segments of society
1/
2
Compare the performance of the company
with other companies with similar activity
and to ensure the proper development of
the action plan developed by the company
1/
3
Mechanism for the disclosure of the
objectives of social responsibility undertaken
by the company to employees in the
company
1/
4
Disclosure of CSR action plans offered by the
company in accordance with the periodic
reports related to the activities of the
company
1/
5
Awareness + education programs
appropriate to ensure employees have a
good command of the company's goals of
social responsibility undertaken
continuously, which would contribute to
elevating the level of performance of the
company
1/
6
Awareness programs for the community to
define their social responsibilities in
accordance with clear mechanisms of action
in a manner that enhances highlighting the
issues that the company contributes to
socially developing or upgrading to ensure
these actions actually improve living
conditions, social and economic plight etc…

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