Corporate Governance
Philosophy
Kamco Invest views the robust Corporate Governance practices integral to its strategy and business philosophy. Kamco Invest is committed to the principles of leading governance practices and strives to comply with such practices. The Corporate Governance framework at Kamco Invest is based on an effective Board oversight and the constitution of Board and Management Committees to oversee critical areas of Kamco Invest’s operations.
The Board of Directors is committed to the ongoing enhancements in Kamco Invest’s Corporate Governance for the benefit of all stakeholders. This provides direction for Kamco Invest and its subsidiaries, which structure their respective governance frameworks according to Group standards.
Furthermore, this framework enables the Board of Kamco Invest to balance its responsibility of oversight with their role as providers of strategic direction, thereby achieving a proper balance between conformance and performance. In creating the Corporate Governance framework, the Board is committed to applying accepted governance principles in a practical way.
Kamco Invest's values form the framework against which behavior, practices and activities are measured and characteristics of good governance are assessed. Kamco Invest's values always require Directors and employees to conduct themselves with integrity and display moral strength and behavior that promote trust.
Good Corporate Governance is contained in Kamco Invest’s values, culture, processes, functions and organizational structure. The firm’s culture is based on a written Corporate Governance Policy, whereas the governance structure is designed to formalize the oversight of key businesses and processes. These structures are refined on an ongoing basis.
Code of Conduct
Kamco Invest has in place a Code of Conduct policy applicable to the Board of Directors, Executive Management, and all the employees of Kamco Invest. Kamco Invest's Code of Conduct outlines the following issues:
Compliance with Laws, Rules and Regulations
The Board of Directors and Executive Management are required under this section to comply with all laws, rules and regulations applicable to the Company’s business and all regions in which it operates.
Conflicts of Interest
This section prohibits events that may result in a conflict of interest. Whenever such a conflict does appear, it should be immediately disclosed to the Group Regulatory Compliance department and recorded in a register.
Insider Trading
This section prohibits the use of non-public material information or sharing such information to trade shares and make a financial gain.
Corporate Opportunities
This section states that all staff, including Executive Management and Directors, may not use corporate property, information, or position for personal gain, and may not compete with the Company directly or indirectly.
Competition and Fair Dealing
Each Director and member of Executive Management should respect the rights of and deal fairly with the Company’s customers, suppliers, competitors and employees. No Director or member of Executive Management should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other illegal trade practice.
Political Contributions
The Code of Conduct prohibits any political contribution, directly or indirectly in the countries in which Kamco Invest operates or is looking to operate. This includes: (a) any contributions of Company funds or other assets for political purposes, (b) encouraging Directors or individual employees to make any such contribution; or (c) reimbursing Directors or employees for any contribution.
Discrimination and Harassment
Each Director and member of Executive Management should be committed to providing equal opportunity in all aspects of employment and will not tolerate any illegal discrimination or harassment based on race, color, religion, sex, national origin or any other protected class.
Health and Safety
Each Director and member of Executive Management has responsibility for maintaining a safe and healthy workplace for all employees and officers by following environmental, safety and health rules and practices and reporting accidents, injuries and unsafe equipment, practices or conditions. Violence and threatening behavior are not permitted.
Record Keeping, Financial Controls and Disclosures
All of the Company’s books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect the Company’s transactions, must be promptly disclosed in accordance with any applicable laws or regulations and must conform both to applicable legal requirements and to the Company’s system of internal controls.
Confidentiality
Directors and members of Executive Management must maintain the confidentiality of proprietary information entrusted to them by the Company or its customers or suppliers, except when disclosure is authorized/required by laws or regulations or when a disclosure is made in the ordinary course of business on a need to know basis.
Protection and Proper Use of Company Assets
The obligation of Directors and members of the Executive Management is to protect the Company’s assets includes the Company’s proprietary information. Proprietary information includes intellectual property such as trade secrets, patents, trademarks, and copyrights, as well as business, marketing and service plans, databases, records, salary information and any unpublished financial data and reports. Unauthorized use or unauthorized distribution of this information is a violation of Company policy. It could also be illegal and result in civil or criminal penalties.
Waiver of the Code of Business Conduct
Any waiver of this Code for Executive Management or Directors may be made only by the Board of Directors of Kamco Invest. It will be promptly disclosed as required by law or regulation.
Improper Influence on Conduct of Auditors
Kamco Invest prohibits its officers and employees from directly or indirectly taking any action to coerce, manipulate, mislead or fraudulently influence Kamco Invest’s Independent Auditor(s) for the purpose of rendering the financial statements of Kamco Invest, materially misleading.
Financial Reporting
The Company expects Directors and senior management to take financial reporting responsibility very seriously and provide prompt and accurate answers to inquiries related to the Company’s public disclosure requirements.
Annual Acknowledgement
To help ensure compliance with this Code of Business Conduct, the Company requires that all salaried employees and officers review the Code of Business Conduct and acknowledge their understanding and adherence to it, in writing, on an annual basis.
Board of Directors
Board Committees
The Board considers that the skills, knowledge, experience and characteristics of the Directors are appropriate to their responsibilities and our activities. The Directors bring a range of skills to the Board, including, but not limited to:
- International and regional experience;
- Technical expertise of the business, regulatory and economic environment, in which Kamco Invest operates; and
- Financial sector experience and knowledge
The skills and experience profile of the Board is reviewed regularly to ensure an appropriate and relevant Board composition.
Board Audit Committee
The Board Audit Committee is involved in the Board’s fulfilment of its oversight responsibilities relating to the integrity of Kamco Invest's financial statements, performance of the external auditors, monitoring the performance of the internal audit functions, the business practices and ethical standards of the company. Furthermore, the Board Audit Committee is responsible for reviewing the Company’s policies and practices with respect to internal controls. The committee comprises of:
- Haya Boodai, Chairperson
- Sheikh Abdulla Al-Sabah, Member
- Samer Abbouchi, Member
- Riyad Hanbali, Advisor
Board Nomination & Remuneration Committee
The Board Remuneration Committee provides recommendations regarding the remuneration (including monthly salary and other benefits) of the Board of Directors, CEO and reviews the remuneration (including salaries) of Executive Management. The committee comprises of:
- Shaikha Dana AlSabah, Chairperson
- Haya Boodai, Member
Samer Abbouchi, Member
Board Risk Committee
The purpose of the Board Risk Committee is to advise the Board of Directors on matters of risk management. The Committee is responsible for defining the Company’s risk appetite as well as promoting a risk-based approach to the management and internal controls of the Company, as well as reviewing the Company’s major risk exposures and changes to its risk profile.
- Sheikh Abdulla Al-Sabah, Chairman
- Samer Abbouchi, Member
- Haya Boodai, Member
Management Committees
Management Committees play an integral part of Kamco Invest’s Corporate Governance and Internal Control structure. These Committees are platforms for senior management to brainstorm and discuss strategic, business & operational issues and implement necessary action plans, thereby providing strategic, operational and governance oversight to the Company on a regular basis. The Committees operate through board approved mandates and charters.
Core Markets Executive Committee
The committee oversees the execution of the Board's strategic direction regarding Kamco Invest and all its regional offices.
Asset, Liability and Capital Planning Committee
The committee provides oversight to the management of Kamco Invest's balance sheet and capitalization.
Products Committee
The committee sets the product strategy of the Company and approve new products and transactions from a strategic perspective.
New Products Working Group
The working group offers support and resources to intranet teams in operationalizing new products
Technology Oversight Committee
The committee oversees the Company's technology strategy and initiatives, oversee significant investments in support of such strategy alongside associated operational considerations, operational risks, information and cybersecurity risks.
Credit Committee
The committee exercises due care, diligence, skill and oversight towards credit risk management in the loan portfolio of Kamco Invest, within Board approved authorities.
Loans Classification Committee
The committee approves provisions on the individual loan accounts and on an omnibus basis on the loan portfolio to ensure accurate reflection of recoverability.
Internal Control
Risk Management
The Board acknowledges its overall responsibility for the company’s system of internal control and for reviewing its effectiveness, whilst the role of Executive Management is to implement Board policies on risk and control. Executive Management has implemented an internal control system designed to facilitate the effective and efficient operation of Kamco Invest and its business units and aimed at enabling management to respond appropriately to significant risks to achieving Kamco Invest’s business objectives. It should be noted that the system is designed to minimize, rather than eliminate the risk of failure to achieve Kamco Invest’s business objectives, and can only provide reasonable, and not absolute, assurance against material misstatement or loss. This system of internal control helps to ensure the quality of internal and external reporting, compliance with applicable laws and regulations, and internal policies with respect to the conduct of business. The Board is responsible for the total process of risk management and the system of internal control. Executive Management is responsible for implementing appropriate mitigation and controls within their businesses. An independent Risk Management department, which is directly accountable to the Board Risk Committee and has unrestricted access to the Chairman of the Committee, is responsible for designing and reviewing the process of risk management.
Internal Audit
Kamco Invest has an Internal Audit function that is commensurate with the size, nature and extent of business conducted by the Company. Internal Audit reports to the Board Audit Committee and has unrestricted access to the Chairman of the Board Audit Committee. A risk based audit approach is followed and the Board Audit Committee approves annual audit plans. The scope of work of the Internal Audit department is to determine whether Kamco Invest’s network of risk management, control and governance processes, as designed and represented by management, is adequate and functioning. The Internal Audit function verifies the adequacy and effectiveness of internal controls from operation, financial and statutory compliance point of view through a blend of process and transactional audits.
Compliance & Anti-Money Laundering
Kamco Invest has a well-established Compliance and Anti-Money Laundering (AML) Department structured upon Basel’s Consultative document titled “The compliance function in banks”. The Department is accountable to Kamco Invest’s Senior Management. The Department identifies, assesses, and monitors Kamco Invest’s compliance risk covering regulatory sanctions, financial loss, or reputation loss which may come because of failure to comply with all applicable laws, regulations, and codes of conduct and standards of good practice. The Compliance & AML Department has designed a comprehensive yet flexible compliance program to provide reasonable assurance that the Company follows applicable laws and regulations issued by the Kamco Invest’s regulators in various jurisdiction. Kamco Invest has institutionalized a Board approved Anti-Money Laundering Policy to ensure compliance with high standards of anti-money laundering and combating terrorism financing practices. The Policy applies equally to Kuwait as well other jurisdictions where Kamco Invest has presence.
Financial Reporting
The Board of Directors is responsible for monitoring and reviewing the reliability of the financial statements, accounting policies and the information contained in the Annual Report. In undertaking this responsibility, the Board of Directors is supported by on-going processes for identifying, evaluating and managing risks we face. The processes are implemented by management and independently monitored for effectiveness by Internal Audit, Risk Management and Committees of the Board.
Contact details
For inquires, please contact
Mohamed Akbar
Manager - Marketing & Investor Relations
Al-Shaheed Tower, Sharq, Khaled Ibn AlWaleed St.
P.O. Box 28873, Safat 13149, Kuwait
(965) 2233 6600 - Ext. 6693