Archives
Stakeholder’s Rights
Stakeholders are defined as party or corporation holding some interest in the company. The stakeholders may impact or get impacted with the corporate procedures, goals and policies. The stakeholders of any company are the investors, employees, clients and suppliers. The expectations of stakeholders may sometimes be different and conflict with each other. The company is responsible for setting balance between its own interest and the interest of stakeholders.
Internal stakeholders are groups inside the business corporation such as shareholders, directors and employees.
External client public: groups outside the corporation such as suppliers and clients.
Board of Directors
General Responsibilities of Board of Directors:
The board of directors shall assume full responsibility for Salia Real Estate Company including the establishment of corporate strategic goals, risk strategy and governance criteria as well as the responsibility for application of such goals and criteria and control over sound application thereof in addition to supervision on the executive management including the chief executive officer.
The board shall also assume all responsibilities related to Salhia Real Estate Company operations and financial safety, check the fulfillment of the requirements of regulatory bodies, protect the interests of shareholders, creditors, employees and other stakeholders and ensure that Salhia Real Estate Company is run wisely in accordance with the applicable laws and instructions and the corporate internal policies.
Control over Executive Management
The board of directors shall appoint the company’s chief executive officer who is honest, competent and professional. The board of directors’ approval should be secured upon appointment of the executive management which shall report to the chief executive officer or the chairman of board of directors. The board shall also supervise the executive management sufficiently to check the performance of its role within the context of realization of Salhia Real Estate Company’s objectives and goals and the application of the policies approved by board of directors.
Board Structure
The board of directors consists of 8 members and may establish its own committees within the framework of good governance requirements issued by Capital Markets Authority.
Role of Chairman
The chairman plays important role as he is responsible for the smooth workflow of the board of directors and maintenance of the mutual trust between the members. He shall also ensure that the board would make decisions based on sound bases and information. He seeks to exchange points of view within the board and ensures the timely provision of sufficient information to all members and shareholders and the availability of good governance criteria at Salhia Real Estate Company. The chairman acts as point of contact between the board and the executive management.
Organization of Board Proceedings
The board of directors meeting shall be held whenever necessary but not less than six times each year. The decisions made within the minutes of meetings shall be binding and shall become an integral part of the records of Salhia Real Estate Company.
The chairman shall consult the executive management regarding the significant issues proposed to be included in the board meeting agenda. The board members shall be provided with sufficient particulars and information in sufficient time before the board meetings to take necessary decisions. The board secretary shall note down the board discussions and the members’ proposals and the results of voting made at the board meetings. The responsibilities of the chairman and members of the board of directors should be in writing subject to non-conflict with the relevant legislation and regulations.
Secretary of Board of Directors
The role of the secretary of the board of directors is to help the board and its chairman run the board affairs including the following:
• Timely preparation of the minutes of meeting in collaboration with the chairman and the chief executive officer.
• Organization and coordination for the attendance of the board of directors and shareholders’ meetings
• Filing of the minutes and drafts of the board meetings
• Execution of any instructions issued by the board
• Verification of compliance with all legal requirements with respect to the board affairs.
Powers of Board Members
• The board of directors may obtain all available information for discussion at the meeting and before the meeting.
• To be giving sufficient time for examination and discussion of issues.
• Allow the members to get the necessary trusted information including access to the employees. They shall have the right to obtain such resources and information from Salhia Real Estate Company through appropriate channels if necessary.
Power of Authorization
The board of directors has authorized the chairman to perform certain acts in addition to his own duties stated under the commerce law. The board has also authorized the chief executive officer to perform the corporate day to day works.
Board of Directors Qualifications
The board of directors of Salhia Real Estate Company and its committees should have qualified and experienced members to best serve the interests of the company, shareholders and stakeholders.
Efficiency
The board is required at least once a year to review and assess the performance of its members and its committees as well as the performance of all managers appointed by the board.
Committees of Board of Directors
The board of directors shall carry out its tasks with the support of Three main committees and the responsibilities and duties of each committee and the powers thereof shall be vested by the board of directors.
Risk management and Internal Audit Committee
The existence of risk management and internal audit committee is one of the main features of application of good governance rules as this committee works to establish the compliance culture in the company through ensuring the integrity and correctness of financial reports as well as checking the sufficiency and efficiency of the applicable corporate internal control systems.
It also promotes the corporate efficient performance by understanding and analyzing the volume of risks ahead of the company’s business to eliminate them as much as possible to realize the corporate vision in accordance with the approved policies and standards.
Furthermore, the committee has the right based on the powers vested into it by the board to access and review all information, data, reports, records and correspondences related to the company’s business or other matters which the committee deems important to review to ensure efficient performance of the risk and internal audit works in accordance with the corporate objectives and to submit comments and recommendations of risk and internal audit works to the board of directors and executive management on regular basis.
Committee Members
Mr/ Yousef Eissa Al-Othman
Chairman
Mr/ Marzouq Fijhan Al Mutairi
Member
Mr/ Abdulrahman Abdul Aziz Al–Babtain
Member
Nomination and Remuneration Committee
The goal of nomination and remuneration committee is to promote efficiency and performance through participation in the selection of qualified members of the board of directors and senior executives to achieve the corporate vision in accordance with the approved policies and standards, develop policies of remunerations of board members and senior executives of the company. The committee also provides recommendations to the board of directors regarding the requirements of appropriate skills of board members to realize the corporate objectives and protect the interests of shareholders and investors with higher efficiency at reasonable cost.
The committee has the unrestricted right to access and review all information, data, reports, records and correspondences related to nominations to the board membership or appointment of senior executives of the company as well as the particulars related to the remunerations of the board chairman and members and senior executives or other matters which the committee deem important to review as falling within its powers and provide regular recommendations to the executive management and board of directors. The board of directors shall take all necessary measures for the committee to perform its tasks.
Committee Members
Mr/ Yousef Eissa Al-Othman
Chairman
Mr/ Anwar Abdulaziz Al Usaimi
Member
Mr/ Marzouq Fijhan Al Mutairi
Member
The Board Executive Committee
The Board Executive Committee at Salhia Real Estate Co. that is affiliated with the Board of Directors, was established as an added value to operational activities, and to enhance the effectiveness of the managerial and executive bodies, where the board executive committee is considered as an assisting tool for the Board of Directors in fulfilling its duties towards the activities specified in the committee charter.
The charter of the Board Executive Committee has comprised a number of duties and responsibilities that is administered by the committee for managing financial and accounts-related affairs, human resources and managerial affairs, investment management, real-estate and construction management within Salhia, and the committee calls for meeting at least once every quarter and when necessary, and it is allowed to meet with any of the executive personnel within the company to discuss corporate affairs and challenges, in addition to presenting and discussing the information pertaining to the duties and responsibilities of the committee
Committee Members
Mr/ Ghazi Fahed Alnafisi
Chairman
Mr/ Anwar Abdulaziz Al Usaimi
Member
Mr/ Abdulaziz Ghazi Alnafisi
Member
Social Responsibility
The board of directors is committed under the directives of the capital markets authority with respect to the good governance principles to shoulder its social responsibility towards stakeholders, employees and society and to realize the social and environmental goals as well as the company’s economic goals.
The company is keen on its ongoing commitment to the social responsibility through social behaviors intended to achieve sustainable development for the community in general and its employees in particular. This is realized through initiatives intended to improve living conditions of employees and their families and the society in general and to reduce the unemployment rate and the waste of environment resources.
It is intended to promote management concept to include social and environmental issues in its operations and relations with the stakeholders. Social responsibility paves the way before the company to set balance between the economic, environmental and social necessities and in the same time to fulfill the expectations of the shareholders and stakeholders and contribute to the reduction of poverty and accordingly improve the company reputation and promote its trademark. However, the concept of social responsibility means much more.
Good application of the social responsibility concept may result in several competitive benefits such as better opportunities to secure capital, enter markets, increase sales, save operational costs, improve production and quality, promote the company’s reputation and image, improve client loyalty level and improve decision making and risk management process.
Reporting of Violations
In accordance with the corporate governance rules issued by the capital markets authority to report potential fraud and corruption violations that may damage the business environment in Salhia Real Estate Company, the board of directors is keen to stress the necessary preparation of guide of policies and procedures regarding the instructions regulating the procedures and mechanisms of reporting fraud and corruption violations and the existence of an approved procedure to encourage all employees to report all important issues without prejudice to their job positions.
The company intends to ensure the timely reporting of any fraud/ conspiracy acts or violations that my disrepute the company and its financial position to the competent authorities to take appropriate remedial actions and offer an approach for proper handling of the actual concerns which the company employees may have and provide necessary protection for them against revenge and/or aggression and /or retaliation measures and encourage the employees to report any crime or violations in an accountable and ethical manner.
For Complaints Tel : 22996699
send to :
Code of Professional and Ethical Conduct
Salhia Real Estate Company is committed to promote professional behaviors, integrity, honesty and development of values in the company to increase the investors trust in the company integrity and the correctness of its financial statements. As part of this commitment, the board of directors set the code of conduct including the policy of conflict of interests for the members of board of directors and the executive management to promote good practices, ethical behaviors and protect long term interests of the stakeholders.
• Integrity comes on the top of the company values. It is the goal that guides its employees in their acts. Focus on integrity promotes the business approach based on the propagation of ethics and making ethical decision.
• Ethical attitude and behavior promote the decisions based on values upon provision of service to customers in the context of business. The company is proud of acting not only in the interest of business but also in the interest of the interested public including the community where it is working.
• For promotion of such values, the professional and ethical standards guide is prepared to help the board of directors and the executive management perform their tasks in accordance with a system based on ethical values. The principles and values of this guide are an integral part of the strict commitment which the company seeks to fulfill to maintain its reputation and public trust.
• This guide defines the ethical expectations of the members of the board of directors and executive management of the company. All employees of the company have to be aware and understand this guide including any tasks and responsibilities such as but not limited to reporting of any potential violations.
Disclosure of Fundamental Information
In accordance with the corporate governance regulations issued by capital markets authority related to the rules of full disclosure of fundamental information intended to achieve justice and transparency and to prevent any conflict of interest and as part of Salhia Real Estate Company commitment and keenness to apply the principles of good governance, it has observed systematic instructions for disclosure of fundamental information and the relevant announcement mechanism that also fulfills the corporate legal and ethical requirements.
The company has been keen to ensure the timely disclosure of fundamental information related to the company business including the financial position and the company performance and management to the competent authorities to understand the corporate strategy and practices to evaluate its performance.
Conflict of Interest Policy
As part of corporate governance, the company prepared conflict of interest policies manual including the necessary approaches and procedures for handling and management thereof as well as for fulfillment of such requirements and prohibition of behaviors by the members of board of directors and executive management and separation between personal interests and official duties of the company.
These policies are intended to help the company and each of its direct and indirect subsidiaries and members of the board of directors and the executive management spread and establish the corporate regulatory values and good management techniques of the actual and potential cases of conflict of interest.
Salhia Real Estate Company is committed to manage its business fairly and properly to ensure the realization of long term interests of shareholders. As a part of this commitment, the company has established necessary policies and procedures for fair and proper business practices and behaviors which the company expects of the members of its board of directors and employees alike.
These policies and procedures are applicable to all the company employees, suppliers, officers and board members.
Investor Relations
The board of directors of Salhia Real Estate Company shall fulfill its obligation to represent the shareholders and stakeholders. As part of such obligation, the corporate policy set policies and procedures to fairly represent the company whereby the existing investors and potential investors would be kept informed of the investment decisions.
Investor Relations Policy
1. The company always releases its financial results and fundamental developments to Kuwait stock exchange market, its shareholders and stakeholders in transparent and comprehensive manner.
2. The company makes announcements and communications through its authorized points of contact.
3. The company uses its website as additional channel of communication
4. The company is proactive in dealing with relevant news and rumors to avoid any speculation of its stocks
5. The company provides information to analysts and mass media to help them publish their opinions about the company rather than impact such opinions
6. The company seeks to meet with the shareholders at least once each fiscal year as part of the ongoing communication program and secure their feedback on the company.
7. Any non-public information unintentionally disclosed to investment analysts or specialists or any shareholder who may utilize such information for trading shall be disclosed immediately to the investors and stakeholders.
Stakeholders’ Rights
Stakeholders are defined as party or corporation holding some interest in the company. The stakeholders may impact or get impacted with the corporate procedures, goals and policies. The stakeholders of any company are the investors, employees, clients and suppliers. The expectations of stakeholders may sometimes be different and conflict with each other. The company is responsible for setting balance between its own interest and the interest of stakeholders.
Internal stakeholders are groups inside the business corporation such as shareholders, directors and employees.
External client public: groups outside the corporation such as suppliers and clients.
Remunerations of Board of Directors and Executive Management
The company has established clear policy for the remuneration of the members of the board of directors and executive management. The nomination and remuneration committee prepares detailed annual report on all remunerations given to the members of board of directors and executive management whether cash amounts, benefits or privileges of whatever nature or title and such report shall be presented to the company general assembly for approval and shall be read by the chairman. The company shall apply accuracy and transparency standards upon preparation of the remuneration report, disclosing all granted remunerations whether direct or indirect and avoiding any attempted misleading or concealment.
Governance Framework
Governance is the set of regulations and rules governing the management and control of Salhia Real Estate Company in accordance with the structure showing the allocation of rights and duties between those involved in the company management such as board of directors, executive management and shareholders.
Salhia Real Estate Company has set its own rules. The company assumes responsibility for setting good governance rules to regulate the relation between the shareholders, the board of directors and the executive management to ensure the rights of shareholders and to prevent mismanagement. The governance rules help the company regulate the decision making process and promote the transparency and credibility of such decisions.