- NIG Corporate Governance
The purpose of this Corporate Governance is to ensure that the corporate governance policies of National Industries Group K.S.C. (“NIG”), deals with the manner in which the activities of NIG are directed and controlled. In broader terms, establish and deals with the following:
• The role of the Board and, through them, the officers and employees of NIG;
• The role of the Committees of the Board, being the Executive Committee, the Audit Committee and the Remuneration Committee;
• The delegation of the Board’s powers to the NIG’s management team, through the CEO and management or executive committees;
• The relationship of NIG and the Board with NIG’s shareholders, and the means by which shareholders are able to exercise their share-related rights;
• NIG’s disclosure obligations, both its continuous disclosure obligations to CMA and the KSE, and its requirement to send its annual and quarterly financial statements.;
NIG’s internal control system (internal audit function) and the rules with respect to engaging external auditors, which are designed to ensure that NIG’s performance and financial reporting are properly directed and controlled; and
• The ethical standards of conduct expected of NIG and each of its officers and employees, both generally and in relation to dealings in the securities of NIG and its subsidiaries.
The corporate governance framework at NIG is subject to the regulations and requirements of the Kuwait Capital Market Authority (CMA), and therefore the policies in this Manual should be read in conjunction with the CMA regulations and continuously revised/updated in light of the same.
- Code of conduct
It is the policy of National Industries Group K.S.C (NIG) that the conduct of every director, officer and employee while acting on behalf of the Group be based upon the highest ethical standards and compliance with the law. This Code of Business Conduct and Ethics affirms the policy of NIG and is a guideline to:
• Promote honest and ethical conduct that reflects positively on NIG;
• Maintain a corporate climate in which the integrity and dignity of each individual is valued;
• Assure compliance with laws, rules and regulations that govern NIG's business activities; and
• Assure the proper use of NIG's assets.
The Code of Conduct sets out standards on how NIG should behave with all its stakeholders. We all have an organizational and personal responsibility to uphold these standards and to act accordingly at all times, in order to protect NIG's good name and reputation.
NIG should ultimately desire to be seen as an organization committed to high standards of integrity in all its dealings. This Code does not address every situation that may be encountered, and is not a substitute for a Director's exercise of good judgment and common sense. A Director who has a question about a particular circumstance that may implicate a provision of this Code should address the question with the Chairperson of the Audit Committee, who may consult with inside or outside legal counsel as appropriate.
- Board of Directors Purpose
The Board is responsible to NIG’s shareholders for creating and delivering sustainable value through the management of NIG’s business. Although day-to-day management of NIG’s business is delegated to Management, the Board is responsible for providing strategic direction, management supervision, and adequate controls with the ultimate objective of promoting the success and long-term value of NIG. The Board retains responsibility for the overall performance of NIG, and must ensure that Management strikes an appropriate balance between promoting long-term growth and achieving short-term objectives.
National Industries Group (NIG) recognizes the importance of the Board of Directors in providing a sound base for good corporate governance in the operations of NIG, including oversight, independent from management, over NIG’s revenue streams and business risks. The Board of Directors is vested with powers to conduct NIG’s operations and to achieve its goals. Only the provisions of applicable laws, NIG’s Articles of Association, or a resolution taken by the shareholders’ General Assembly, shall supersede and limit the authority and powers of the Board.
- Board of Directors Goals
The major goals of the Board of Directors are to:
• Establish the overall strategic direction and policy framework for NIG that would achieve the objectives of NIG;
• Direct and supervise the management of the business and affairs of NIG;
• Identify the principal risks of NIG’s business, and ensure that there are systems in place to effectively monitor and manage these risks.
• Protect and enhance the investments of NIG’s shareholders and look after their interests in general;
• Ensure the continuity of NIG by assuming responsibility for the appointment of and succession of the Chairman/Managing Director, enforcing the internal and regulatory articles, and by seeing that an effective Board of Directors is maintained; and
• Provide leadership and direction for NIG in establishing and maintaining a high standard of corporate ethics and integrity.
- Directors’ Duties
A Board director effectively owes the following duties to NIG:
• Act honestly, fairly and diligently at all times and in all respects, in accordance with the Board Charter, the laws applicable to NIG, and relevant NIG policies;
• Honor the fiduciary obligations to the shareholders by ensuring that the best interests of NIG and its shareholders prevail over any individual business interests of any member of the Board. Monitor and work to improve return on, security of, and prospects for enhancement of the value of shareholder investment;
• Not to abuse the powers of a Director, which includes a duty not to make a secret profit from one’s position as a Director;
• Avoid conflicts of interest, by notifying the Board of any personal interest in a transaction presented to the Board for approval if that interest conflicts with NIG’s interests, and not voting on the Board resolutions relating to that transaction; and
• Not to compete with the business of NIG unless shareholders’ approval is given on an annual basis.
- Reporting Lines
The Board reports and is accountable to the shareholders of NIG.
- Whistle Blower
Because we care, we have created an email linked directly to the Group Risk Manager, where anyone who has and reports insider knowledge of illegal activities occurring in NIG. Whistleblowers can be employees, suppliers, contractors, clients or any individual who somehow becomes aware of illegal activities taking place in a business either through witnessing the behavior or being told about it.
We welcome any complaints, any information about illegal act incidents, or any other misconduct that affect the reputation of NIG. We promise that we shall investigate all the reported incidents and report them based on its materiality to the Board of directors. We guarantee that the identity will never be revealed.
To report any incidence please email us at :
whistleblower@nig.com.kw
