The Board has the overall responsibility of the Company as follows:

• Strategy – Approval, implementation and oversight of the strategic direction & objectives.
• Shareholder value – Creating and delivering sustainable shareholder value through effective management of the business.
• Risk Appetite – Approval and oversight of the risk appetite and risk strategy.
• Corporate Governance – Ensuring unassailable standards of corporate governance in terms of board and senior management practices, internal controls, compensation, organization structure, and disclosure & transparency.

Board Nomination & Remuneration Committee

Board Nomination & Remuneration Committee is responsible for recommending to the Board of Directors appointment of members of the Board of Directors and executive management as well as to assess the remuneration of the Board of Directors and executive management in accordance with strategic objectives.

Additionally, the Committee is mandated to develop training of and raising the awareness of the Board of Directors, and oversee the evaluation process of the Board and its Committees.

Board Risk Committee

The Board Risk Committee is responsible for the review and monitoring of all aspects of risk management including determining Company’s risk appetite; oversight of identification and assessment of risk; approving Company’s businesses in line with the approved risk appetite; and monitoring and managing all types of risks prevalent in the Company.. The Risk Committee has to review policies on all matters related to risk, and submit a periodic report to the board and to the regulatory authorities.

The Board Risk Committee is also responsible for the oversight of disaster recovery and the business continuity plan and oversight of the compliance risk and the disclosures in the annual report.

Board Audit Committee

The Board Audit Committee is responsible for overseeing the internal control framework and its effectiveness through the Company and report the results to the Board of directors.

Moreover, the committee is responsible for the monitoring and coordinating with the external auditors on subjects related to the financial statements.

Code of Conduct

The Board is responsible for setting the code of conduct setting the Company’s mission, values and principles. The Board is also responsible to fully disclose how the Company is to operate and encourage discussions on ethics and how to improve employees management of the ethical dilemmas, prejudices and gray areas that are encountered in everyday work.

Conflict of Interest Policy

Al-Massaleh’s conflict of interest policy is intended to guide all its board members and employees about situations that generate Conflicts of Interest and to provide means for individuals and the Company to manage these conflicts and to promote the best interests of the Company.

Related Party Transaction Policy

The Related-Party Transactions Policy sets forth the guidelines and principles to ensure that Related Party Transactions are conducted according to best practices of corporate governance and appropriate transparency, always prioritizing the best interests of the Company and avoiding abuses and misuse of company assets.

Confidentiality

The Company is committed to preserve the confidentiality of information and data of its customers as well as any non-public information, as per the laws and instructions issued by the regulatory authorities.

Whistle Blowing

The Company ensures a transparent working environment for all employees with the aim of Whistle Blowing Policy, set by the board, is to encourage employees and others who have serious concerns about any aspect to feel confident to come forward and voice those concerns without fear of subsequent discrimination, disadvantage or dismissal.

Al-Massaleh ensures respect and protection for the rights of the Company’s stakeholders set forth in the applicable laws in the State of Kuwait and treatment of all stakeholders in a fair and equal way. Stakeholders are the customers, shareholders, employees, community, vendors and regulatory authorities.