Governance Framework
The company’s corporate governance is represented in the principles, systems and procedures that best protect and balance the interests of clients, shareholders, management and other stakeholders. The primary objective of implementing corporate governance is to ensure that the company is in line with shareholders’ objectives, thereby enhancing investor confidence in the company’s efficient performance and its ability to cope with crises.
The company asserts that its commitment to implement sound corporate governance standards and consider them as important part of the company’s culture is a vital factor for improving customer confidence, reducing business risk, as well as enhancing transparency and disclosure.
The company’s governance controls are defined by a set of policies, procedures and charters adopted by the Board of Directors in accordance with the rules issued under the 15th Module of the Capital Markets Authority’s Executive Charter of Law 07/2010 on the establishment of the Capital Markets Authority and the Regulation of Securities Activity and its amendments.
Code of Conduct
The Securities House is committed to promote professional behavior, 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 ethical standards charter and 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.
Board and Board Committees
The Board of Directors oversees the management of the company, safeguarding the shareholdings of investors in the company, and providing direction to the senior management of the company in delegating responsibilities. In addition to that, The Securities House board of directors will execute any other responsibility as required by the articles of association of the company or the laws and regulatory framework applicable in Kuwait.
The Securities House Nominations and Remunerations Committee is responsible for screening and recommending candidates to set on the company’s board or board committees and for selecting and approving candidates for occupying executive positions. In addition, the committee monitors remunerations and compensations policies with an objective to retain and motivate qualified and skillful staff, and to attract those who might join in the future.
The committee comprises of:
- Ibrahim Yousef Al Ghanim, Chairperson
- Altaf Abdullah Al-Ghanim, Member
- Abdullateif Mohamed Al-Shaya, Member
- Madi Talal Al Khamis, Secretary
The Securities House Risk Management Committee plays a key role in the identification and measurement of the various business risks that the company may be exposed to, in order to manage and mitigate such risks in light of the company’s current policies, and in particular its approved risk appetite.
The committee comprises of:
- Abdullateif Mohamed Al-Shaya, Chairperson
- Aysha Faisal AlMudhaf, Member
- Altaf Abdullah Al-Ghanim, Member
- Madi Talal Al Khamis, Secretary
The Securities House Audit Committee ensures the existence of effective controls over various business processes in order to adhere to the company's policies and procedure as well as laws and regulations set by regulatory bodies. The committee also ensures the accuracy and integrity of the company’s financial statements in compliance with the International Financial Reporting Standards (IFRS).
The committee comprises of:
- Abdullateif Mohamed Al-Shaya, Chairperson
- Aysha Faisal AlMudhaf, Member
- Altaf Abdullah Al-Ghanim, Member
- Madi Talal Al Khamis, Secretary
The Securities House Executive Committee oversees risk management and decision-making as per pre-determined authority limits and monitoring of the investment function in the company, with a view to safeguarding the shareholder and client interests and ensuring alignment with the company’s business strategy. The committee is also responsible for setting HR, administrative and information technology matters.
The committee comprises of:
- Fahed Faisal Boodai, Chairperson
- Yousef Ibrahim Al Ghanim, Vice Chairperson
- Mohamad Tawfik Al Tahawy, Member
- Madi Talal Al Khamis, Member and Secretary
Internal Control & Compliance
The company has an internal control system designed to facilitate the effective and efficient operations and enable management to respond appropriately to significant risks and achieve business objectives. The system is designed to minimize, rather than eliminate the risk of failure to achieve business objectives, and can only provide reasonable, and not absolute, assurance against material loss.
Risk management unit reports to the Board Risk Committee.
The company has an internal audit function that is relative to the size, nature and extent of business conducted by the company. A risk-based audit approach is followed to determine whether risk management, control, and governance processes, is adequate and functioning. Internal audit also verifies the adequacy and effectiveness of internal controls from operation, financial and regulatory compliance points of view.
Internal audit function reports to the Board Audit Committee, which approves annual audit plans.
The company has a compliance and anti-money laundering (AML) department, which identifies, assesses, and monitors the company’s compliance with all applicable laws, regulations, and codes of conduct and standards of good practice. The compliance & AML department has an adequate compliance program to provide reasonable assurance that the company follows applicable laws and regulations issued by the Capital Markets Authority.
The company has a detailed 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 the company’s subsidiaries operate.
Compliance and AML department reports to the company’s senior management and has direct access to the Board of Directors.
The Board of Directors is responsible for monitoring and reviewing the reliability of the financial statements, accounting policies and the information contained in the company’s financial statements. The executive management supports the Board in fulfilling this responsibility.
