Corporate Governance

    Risk Management Committee

    Brief

    The Risk Management Committee is a sub-committee of the Board of Directors. The committee oversee and review the risk management framework at Group Level. The committee will oversee & verify the implementation of the group´s policy in accordance with risk management framework and conducting risk management activities.

    Committee Member

    • Mr. Ghassan Ahmed El Khaled
    • Mr. Ahmed Ghassan Ahmed El Khaled ( Chairman of the Committee )
    • Mr. Ahmed Faisal Al Refaey

    Committees Responsibilities

    The purpose of the Committee is to assist the Board by providing risk management oversight in the following matters (but not limited to):


    • Preparing and reviewing the strategies and policies of risk management before it´s approved by the Board of Directors and ensuring the execution of these strategies and policies and the same is consistent with the nature and size of the group´s activity.

    • Evaluate the Risk Management System for identifying and monitoring various risks that the group may be exposed to, in order to determine the weaknesses in this regard.

    • Assist the Board of Directors in identifying and assessing the acceptable level of the risks, to ensure that the group does not breach this level of the risk after approval from the Board of Directors.

    • Reviewing the organization structure of the risk management department and submitting its recommendations in this regard, prior to its approval from the Board of Directors.

    • Preparing periodic reports regarding the nature of the risks that the group may be exposed to and submitting the same to the Board of Directors.

      The risk management committee should convene its meetings on periodical basis, at least four times annually and when needed, the minutes of the meetings should be recorded.

    Audit Committee :

    Brief

    The Audit Committee is responsible for assisting the Board of Directors to ensure Soundness and Integrity of Financial Reporting and Internal Audit Systems.

    Committee Member

    • Eng. Ahmed Ghassan Al Khaled ( Chairman of the Committee)
    • Mr. Ahmed Faisal Al Refae
    • Mr. Basel Meshary Al Nafisy

    Committees Responsibilities

    The roles and responsibilities of the audit committee include but are not limited to the following:

    • Review periodical financial statements prior to their submission to the Board of Directors and provide such Board with opinion and recommendation concerning them, in order to ensure fairness and transparency of financial statements.
    • Provide  the  Board  of  Directors  with  its  recommendations  concerning  the  appointment,  re-appointment,  or  replacement  of  the  external  Auditors,  and  specify the remunerations thereof. Upon recommendation of appointment, it is considered to verify independence of such external auditors and review letters of their appointment.
    • Follow up works of external Auditors and ensure no services other than services related to audit functions are provided to the company.
    • Consider  remarks  of  external  auditors  on  the  company  financial  statements  and follow up measures taken regarding them.
    • Consider  the  applied  accounting  policies  and  provide  the  Board  of  Directors  with opinion and recommendation in this regard.
    • Evaluate the extent of sufficiency of internal audit systems in place, and prepare a report including the opinion and recommendations of the committee in this regard.
    • Supervise  the  company’s  internal  audit  department,  in  order  to  ensure  its  effectiveness in performing the operations and tasks assigned by the board of directors.
    • Recommend  appointment  of  an  internal  audit  manager,  his  transfer,  and  removal, in addition to evaluating his performance, and the performance of the internal audit department.
    • Review and approve audit plans proposed by the internal auditor and provide feedback.
    • Review the results of the internal audit reports and ensure that the necessary corrective  actions  were  taken  concerning  the  observations  stated  in  such  reports.
    • Review the outcomes of regulatory bodies reports and ensure that necessary measures were taken in this regard.
    • Verify the company compliance with related rules, policies and regulations.

    Nomination & Remuneration Committee:

    Brief

    The Nomination & Remuneration Committee is a specialized committee formed by the Board of Directors whose key role will be the preparation of recommendations to the Board regarding all proposed nominations. The Nomination & Remuneration Committee establishes a comprehensive and transparent corporate framework for appointment of Directors and senior management of the Company in an effective manner.

    Committee Member
    • Mr. Abd El Aziz Ahmed El Ayoub ( Chairman of the Committee)
    • Mr. Ghassan Ahmed El Khaled
    • Mr. Ahmed Ghassan Ahmed El Khaled
    • Mr. Basel Meshary Al Nafisy

    Committees Responsibilities

    The Nomination and Remuneration Committee is responsible for the lay down the remuneration policy review of the company’s remuneration framework and specify the Executive Management remunerations. The Committee also initiates and oversees the evaluation process of the Board and Committees. The Committee shall oversee remuneration related disclosures required in annual statutory reporting and provide advice to the Board on those disclosures.

    Further, the Committee is responsible for recommending for nomination and re-nomination for the BOD membership, BOD committees, and senior management.

    If you have any inquiries, please contact ACICO Industries Investor Relation Unit on:

    Mr. Louay Rashid “ Financial & Budget Controller “
    Tel: +965 1888811 Ext: 1118
    Email : lrashid@acico.com.kw

    Mr. Waleed Kamel “ Assistant CFO – Financial Reporting and Analysis “
    Tel: +965 1888811 Ext : 1888
    Email: waleed.kamel@acico.com.kw

    Mr. Mutaz Al Jazar “ Risk & Compliance Manager”
    Tel: +9651888811 Ext : 8822
    Email: mutaz@acico.com.kw

    Whistle blowing

    Any stakeholder or external party suspects or believes that some policy, practice, or activity of the Company is in breach of a law or applicable regulations or is unethical or involves any malpractice, you may report it through the email below:

    acicowhistleblower@acicogroup.com

     

    ACICO has succeeded in blending economic development and social responsibility, benefitting its customers in specific and its community at large.

    The Company actively seeks to participate in social responsibility initiatives, activities and events that contribute to the wellbeing and economic prosperity of its community.

    Through its focus on university outreach programs, ACICO has supported university students’ projects, provided internship opportunities and shared their graduation moments, preparing them for the job force and their inclusion in the economy.

    Community wellbeing is driven by ACICO’s active role in raising awareness towards autism in children through conducting awareness events during World Autism Awareness Day.

    As to economic development, ACICO has been a strong advocate of gender diversity and inclusion, promoting women’s economic empowerment through public speaking opportunities to raise the issue and empower young females into entering and succeeding in the work force.

    While ACICO strives to serve its community, it places a special interest in serving its inner community – its employees. In line with its belief that its people are the most important assets, the Company continuously seeks to develop the capabilities of the employees as well as provide a comfortable and safe work environment. Through this strategy, ACICO has succeeded in increasing the number of Kuwaitis, contributing actively towards the State’s strategic goals in making the private sector attractive for nationals and driving the private sector towards leading the economy.


    • Code of Conduct

    ACICO Industries has been adopted a Code of Conduct to work with the internal policies and guidelines which are designed to comply with the laws, rules and regulations that would governance the business operations. ACICO Board members practiced good corporate governance rules to ensure the interests, safety and the care of customers, employees and other related parties. ACICO Industries maintain the work environment and the structure of cooperative and effective and positive, appropriate and productive work.

    • Shareholder protection.

    ACICO Industries is committed to protecting the rights of its shareholders a way which is the best for them and for the interest of the company. The Shareholder rights policy emphasizes the protection of shareholders' rights and the company, as provided by the laws and related regulations.

    • Stakeholder protection.

    ACICO Industries is committed to protecting the rights of all stakeholders and to provide stability and functional sustainability through good financial performance. The stakeholder’s rights policy has been prepared to identify the parties who have been regarded as a stakeholder in the company has been developing guidelines on how to protect these rights. ACICO Industries has set a unit for specialized for Investors affairs and develop a policy in this regard to identify the key data to be provided to shareholders of the company's current and potential investors and the role of Investors affairs in dealing with these shareholders and investors and provide all the data and information on the company's activities and financial position at the right time.

    • Disclosures

    Capital Markets Authority confirmed by the new corporate governance instructions to provide accurate and comprehensive, detailed and sufficient disclosures within the time frame to the company's shareholders and stakeholders and regulators concerned. ACICO Industries worked on developing disclosures policies and different channels and information for disclosure that require disclosure by the company and its board of directors and executive management or insiders persons.

    • conflict of interest

    The company has prepared a conflict of Interest policy and has set the guidelines for identifying and reporting and the preparation of reporting and disclosure and prevention or put strict limits to potential conflicts of interests.

    • Whistle blowing

    This policy is designed to enable the Stakeholders to report any concerns or erratic behavior is observed within the company by offering reporting line, objective, confidential and independent mechanism to achieve until you take appropriate corrective action.

    • Related Parties Transactions

    ACICO Industries has developed related parties transactions policy which consistent with the Capital Market Authority rules and procedures which organize the related parties transactions, whether it is between the company and its employees or the company and Board of Directors members and its subsidiaries or interested parties systems.

    • Corporate Social Responsibility

    The company is keen to align their values and strategy with the social and economic needs while applying responsible and ethical business practices in each activity carried out by the company. This policy aims to guide the company in the managing its social responsibility by providing the necessary support for the community to achieve social benefits and long-term business and make sure that the company's work is constantly to reduce the harmful effects to society and the environment.

    • Remuneration

    The company prepared a policy describing the different segments of the remunerations for the Board of Directors and executive management. In addition to defining the role of the Board of Directors and the Nomination and Remuneration Committee in adopting a system of rewards for the company's employees.


    • Control Functions:

    • Compliance & Risk Management Department :

    The Risk Management Department is an independent department. ACICO Group leading the risk management to ensure that all risk management activities are carried in an efficient and timely manner in line with the Company’s overall strategy and strategic objectives.

    Effective risk management is a key element of good corporate  governance, the Risk Management Department is the key factor of ACICO Group to create sustainable value (strategic and tactical) that the Company willing to manage them effectively. 

    The Risk Management principle is to identify and proactively addressing risks and opportunities to protect and create value for the stakeholders, including owners, employees, customers and external parties such as regulators and rating agencies.

    The Compliance Function is a Control Department in ACICO Group. It Promotes and monitor the corporate governance and compliance practices within ACICO Group helping in achieving the required levels of transparency, accountability, and control environment. The Compliance Function promoting to uphold the company’s reputation and protect the interests of its clients, shareholders and employees.

    In addition, the Compliance Functions ensure that all employees are aware of various regulatory requirements and that such requirement are included in relevant policies and procedures within the company.

    In order to effectively and efficiently for managing the risks, the Compliance & Risk Management Department works in close coordination with the Internal Audit


    • Internal Audit Department:

    Internal Audit Department is an independent Department, ACICO Group leading the internal audit function to ensure that all internal audit activities are carried in an efficient and timely manner in order to provide an objective and independent assessment for the effectiveness of risk management, control, and governance processes.

    The Internal Audit Department objective is the assurance and consulting activity designed to add value and improve the operations of ACICO Group. The Internal Audit Department helps in accomplish the objectives by bringing a systematic, disciplined approach to evaluate and improve the effectiveness of risk management, control, and governance processes. The Internal Audit Department in ACICO Group assist the Board of Directors and the Executive management in arriving at decisions for managing risks effectively.

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