Corporate Governance
Following the Articles of Association of the Company and its subsequent amendments, the Company is managed by a Board of Directors (9) members elected by the General Assembly of Shareholders. On 6/5/2021, the nine members were re-elected by the General Assembly of Shareholders.
The candidacy for membership of the Board of Directors has been announced in sufficient time.
The Board of Directors has been formed with a term of three years. The Board of Directors consists of the Chairman and a Vice Chairman, the CEO, and six other members, including an independent member representing a sufficient number of members to form the necessary committees within the framework of the requirements of the Board of Directors.
Board Members
Mr. Abdulrahman Mousa Al Ma’rouf
Chairman – non-Executive
Mr. Raad Khalaf Al Abdullah
Vice Chairman- Executive
Mr. Bader Meshari Al Homaizi
Member of the Board of Directors-non-executive independent (Chairman of the Audit)
Mr. Emad Ahmad Al-Houti
Member of the Board of Directors-non-Executive
Mr. Jasem A M Ramadhan
Member of the Board of Directors-non-executive independent (Chairman of Nomination and Remuneration Committee)
Mr. Sulaiman Abdulrahman Al Ma’rouf
Member of the Board of Directors-CEO
Mr. Abdulrahman Ahmad Al Ma’rouf
Member of the Board of Directors-Executive
Mr. Ma’rouf Abdulrahman Al Ma’rouf
Member of the Board of Directors-non-Executive (Chairman of the Risk Management )
Mr. Mousa Ahmad Al Ma’rouf
Member of the Board of Directors-Executive
Mr. Ahmad Ali Al-Oklah
Secretary of the Board Members
Under the supervision of the Internal Audit department, an internal control system helps manage the Company's business by overseeing all operations. It is based on a set of policies approved by the Board of Directors and commits all the management team.
Internal Audit
This department is monitored by the Board of Directors Audit Committee, independent of the Company's management. It provides oversight and advisory services to assist the Company in achieving its objectives and adding value while adhering in all its operations to standards issued by the International Institute of Internal Auditors.
Risk Management
Risk Management is an independent department reporting to the Risk Management Committee, which is established by the company's Board of Directors. The department operates in accordance with global risk management standards and is responsible for working with all departments to assess the risks surrounding our business operations. This is achieved through the identification, analysis, and estimation of risks affecting the company. Subsequently, the department develops strategies and mechanisms to handle these risks in a manner that aligns with the company's risk tolerance.
Furthermore, the department continuously monitors all identified risks.
Compliance
The responsibility of this department is to manage the acting shareholders' affairs. Its mission is to verify the Company's compliance with regulatory laws and requirements and follow up on its disclosures to regulatory bodies.
External Audit
The General Assembly of Shareholders appoints an external auditor after a recommendation from the Audit Committee of the Board of Directors, which also verifies its independence.
The Board of Directors has established the following specialized committees to provide support and recommendations to assist the Board in carrying out its tasks, which have been formed, approved, and approved.
Audit Committee
The Committee is composed of Three members with diverse and sufficient business experience. None of the Executive Members participate in this Committee, which is composed of:
- Mr. Badr Meshari Al Homaizi (Committee president)
- Mr. Emad Ahmad Al Houti
- Mr. Ma'rouf Abdul Rahman Al Ma'rouf
The Audit Committee has the authority to obtain any information from the Executive Management and the right to summon - through the official channels - any Executive Officer or Board Member to attend its meeting.
Risk Management Committee
The Committee is composed of Three members with diverse and sufficient business experience. None of the Executive Members participate in this Committee, and those members are of:
- Mr. Ma'rouf Abdul Rahman Al Ma'rouf (Committee President)
- Mr. Badr Meshari Al Homaizi
- Mr. Emad Ahmad Al Houti
This Committee was formed to manage the Company's risk by establishing risk management policies and regulations in line with the Company's risk appetite.
Nomination and Remuneration Committee
The Committee is composed of Four members, headed by a non-executive member. In addition, the Committee is composed of the following:
- Mr. Jasem A M Ramadhan (Committee's Chairman) (Non-executive)
- Mr. Badr Meshari Al Homaizi .-Mr. Sulaiman Abdul Rahman Al Ma’rouf
- Mr. Mousa Ahmad Al Ma'rouf
The primary role of the Nomination and Remuneration Committee is to assist the Board in fulfilling its obligations to identify eligible members of the Board, which occurred during the election of the Board for the 2021-2023 period. Accordingly, this Committee's appointment duration is in line with the selection of the Board for the same term.
We are committed to implementing the best standards and practices of governance to gain the confidence of our shareholders, clients, employees, and all other stakeholders. Through this corporate governance framework, we are committed to honesty, fairness, and transparency in protecting shareholders' rights and transactions with all stakeholders.
Disclosure and transparency
The Board of Directors is committed to providing accurate and timely information to shareholders and other stakeholders. The Disclosure and Governance Unit gathers information from all the company's departments. It is prepared to be submitted to the Capital Markets Authority and Boursa (Stock Exchange) and published on the company's website.
Shareholder and Stakeholders Rights
As part of our commitment to protecting the rights of shareholders and all other stakeholders, the Board of Directors has adopted policies that guarantee these rights following corporate law and Capital Markets Authority regulations, which include:
- Documenting the value of property in the company's records.
- Disposition of shares, registration, transfer, and/or ownership of stock conversion.
- Acquiring dividends that have been distributed.
- Receiving shares of the company’s assets in case of liquidation.
- Obtaining information, in a regular and accessible manner, about corporate activities.
- Participating in meetings of the General Assembly of shareholders and voting on its decisions.
- Electing members of the Board of Directors.
- Monitoring the performance of the company in general and the Board of Directors in particular.
- Holding to account the Board of Directors and executive management and filing claims if they fail to perform the tasks entrusted to them.
Investor's Relationship
This department frequently contacts the investor community, meeting regularly with shareholders following the company’s approved investor relations program. It also responds to shareholders’ queries and publishes financial results, news, and annual reports.
Social Responsibilities
CGC enthusiastically supports sustainable development in the communities that we are part of. For this reason, the Board has adopted a social responsibility policy to ensure that the company contributes to sustainable economic and social development.
Code of Conduct and Ethical Standards
To ensure the highest standards of professional and ethical conduct, the company has implemented several procedures addressing:
Code of Conduct and Professional Ethics
The Board of Directors has adopted a Code of Professional and Ethical Conduct setting forth the principles that its members must follow in all their actions. It affirms the values of honesty, integrity, and ethical conduct in all transactions within or outside the company.
Transactions with Related Parties
The Board's policy for transactions with related parties sets out rules of conduct per international standards, the company's Articles of Association, and instructions issued by the regulatory authorities.
Conflict of Interest
In the event of a conflict of interest, the Board of Directors has the policy to handle it per the law, to ensure that no one can exploit company resources or misuse their power to put their particular interests above the interests of the company.
Secrecy and security of information
We are committed to maintaining the confidentiality of data associated with customers, suppliers, and employees per the rules prescribed by the regulatory authorities.
Whistleblowing policy
The company is committed to adhering to ethical values and laws in its dealings with all stakeholders. It has therefore adopted reporting procedures that guarantee the freedom to report any unlawful practice or ethical violation through direct communication channels with the Chairman of the Board of Directors, with full protection assured until an investigation can be completed.
Stakeholders can submit such communications by calling 9923 7722, emailing a.oklah@cgc-kw.com, or placing a report in a closed envelope in the Infringement Reporting Fund located in the office of Mr. Ahmed Al-Oklah at the company's headquarters.
Following the Articles of Association of the Company and its subsequent amendments, the Company is managed by a Board of Directors (9) members elected by the General Assembly of Shareholders. On 6/5/2021, the nine members were re-elected by the General Assembly of Shareholders.
The candidacy for membership of the Board of Directors has been announced in sufficient time.
The Board of Directors has been formed with a term of three years. The Board of Directors consists of the Chairman and a Vice Chairman, the CEO, and six other members, including an independent member representing a sufficient number of members to form the necessary committees within the framework of the requirements of the Board of Directors.
Board Members
Mr. Abdulrahman Mousa Al Ma’rouf
Chairman – non-Executive
Mr. Raad Khalaf Al Abdullah
Vice Chairman- Executive
Mr. Bader Meshari Al Homaizi
Member of the Board of Directors-non-executive independent (Chairman of the Audit)
Mr. Emad Ahmad Al-Houti
Member of the Board of Directors-non-Executive
Mr. Jasem A M Ramadhan
Member of the Board of Directors-non-executive independent (Chairman of Nomination and Remuneration Committee)
Mr. Sulaiman Abdulrahman Al Ma’rouf
Member of the Board of Directors-CEO
Mr. Abdulrahman Ahmad Al Ma’rouf
Member of the Board of Directors-Executive
Mr. Ma’rouf Abdulrahman Al Ma’rouf
Member of the Board of Directors-non-Executive (Chairman of the Risk Management )
Mr. Mousa Ahmad Al Ma’rouf
Member of the Board of Directors-Executive
Mr. Ahmad Ali Al-Oklah
Secretary of the Board Members
Under the supervision of the Internal Audit department, an internal control system helps manage the Company's business by overseeing all operations. It is based on a set of policies approved by the Board of Directors and commits all the management team.
Internal Audit
This department is monitored by the Board of Directors Audit Committee, independent of the Company's management. It provides oversight and advisory services to assist the Company in achieving its objectives and adding value while adhering in all its operations to standards issued by the International Institute of Internal Auditors.
Risk Management
Risk Management is an independent department reporting to the Risk Management Committee, which is established by the company's Board of Directors. The department operates in accordance with global risk management standards and is responsible for working with all departments to assess the risks surrounding our business operations. This is achieved through the identification, analysis, and estimation of risks affecting the company. Subsequently, the department develops strategies and mechanisms to handle these risks in a manner that aligns with the company's risk tolerance.
Furthermore, the department continuously monitors all identified risks.
Compliance
The responsibility of this department is to manage the acting shareholders' affairs. Its mission is to verify the Company's compliance with regulatory laws and requirements and follow up on its disclosures to regulatory bodies.
External Audit
The General Assembly of Shareholders appoints an external auditor after a recommendation from the Audit Committee of the Board of Directors, which also verifies its independence.
The Board of Directors has established the following specialized committees to provide support and recommendations to assist the Board in carrying out its tasks, which have been formed, approved, and approved.
Audit Committee
The Committee is composed of Three members with diverse and sufficient business experience. None of the Executive Members participate in this Committee, which is composed of:
- Mr. Badr Meshari Al Homaizi (Committee president)
- Mr. Emad Ahmad Al Houti
- Mr. Ma'rouf Abdul Rahman Al Ma'rouf
The Audit Committee has the authority to obtain any information from the Executive Management and the right to summon - through the official channels - any Executive Officer or Board Member to attend its meeting.
Risk Management Committee
The Committee is composed of Three members with diverse and sufficient business experience. None of the Executive Members participate in this Committee, and those members are of:
- Mr. Ma'rouf Abdul Rahman Al Ma'rouf (Committee President)
- Mr. Badr Meshari Al Homaizi
- Mr. Emad Ahmad Al Houti
This Committee was formed to manage the Company's risk by establishing risk management policies and regulations in line with the Company's risk appetite.
Nomination and Remuneration Committee
The Committee is composed of Four members, headed by a non-executive member. In addition, the Committee is composed of the following:
- Mr. Jasem A M Ramadhan (Committee's Chairman) (Non-executive)
- Mr. Badr Meshari Al Homaizi .-Mr. Sulaiman Abdul Rahman Al Ma’rouf
- Mr. Mousa Ahmad Al Ma'rouf
The primary role of the Nomination and Remuneration Committee is to assist the Board in fulfilling its obligations to identify eligible members of the Board, which occurred during the election of the Board for the 2021-2023 period. Accordingly, this Committee's appointment duration is in line with the selection of the Board for the same term.
We are committed to implementing the best standards and practices of governance to gain the confidence of our shareholders, clients, employees, and all other stakeholders. Through this corporate governance framework, we are committed to honesty, fairness, and transparency in protecting shareholders' rights and transactions with all stakeholders.
Disclosure and transparency
The Board of Directors is committed to providing accurate and timely information to shareholders and other stakeholders. The Disclosure and Governance Unit gathers information from all the company's departments. It is prepared to be submitted to the Capital Markets Authority and Boursa (Stock Exchange) and published on the company's website.
Shareholder and Stakeholders Rights
As part of our commitment to protecting the rights of shareholders and all other stakeholders, the Board of Directors has adopted policies that guarantee these rights following corporate law and Capital Markets Authority regulations, which include:
- Documenting the value of property in the company's records.
- Disposition of shares, registration, transfer, and/or ownership of stock conversion.
- Acquiring dividends that have been distributed.
- Receiving shares of the company’s assets in case of liquidation.
- Obtaining information, in a regular and accessible manner, about corporate activities.
- Participating in meetings of the General Assembly of shareholders and voting on its decisions.
- Electing members of the Board of Directors.
- Monitoring the performance of the company in general and the Board of Directors in particular.
- Holding to account the Board of Directors and executive management and filing claims if they fail to perform the tasks entrusted to them.
Investor's Relationship
This department frequently contacts the investor community, meeting regularly with shareholders following the company’s approved investor relations program. It also responds to shareholders’ queries and publishes financial results, news, and annual reports.
Social Responsibilities
CGC enthusiastically supports sustainable development in the communities that we are part of. For this reason, the Board has adopted a social responsibility policy to ensure that the company contributes to sustainable economic and social development.
Code of Conduct and Ethical Standards
To ensure the highest standards of professional and ethical conduct, the company has implemented several procedures addressing:
Code of Conduct and Professional Ethics
The Board of Directors has adopted a Code of Professional and Ethical Conduct setting forth the principles that its members must follow in all their actions. It affirms the values of honesty, integrity, and ethical conduct in all transactions within or outside the company.
Transactions with Related Parties
The Board's policy for transactions with related parties sets out rules of conduct per international standards, the company's Articles of Association, and instructions issued by the regulatory authorities.
Conflict of Interest
In the event of a conflict of interest, the Board of Directors has the policy to handle it per the law, to ensure that no one can exploit company resources or misuse their power to put their particular interests above the interests of the company.
Secrecy and security of information
We are committed to maintaining the confidentiality of data associated with customers, suppliers, and employees per the rules prescribed by the regulatory authorities.
Whistleblowing policy
The company is committed to adhering to ethical values and laws in its dealings with all stakeholders. It has therefore adopted reporting procedures that guarantee the freedom to report any unlawful practice or ethical violation through direct communication channels with the Chairman of the Board of Directors, with full protection assured until an investigation can be completed.
Stakeholders can submit such communications by calling 9923 7722, emailing a.oklah@cgc-kw.com, or placing a report in a closed envelope in the Infringement Reporting Fund located in the office of Mr. Ahmed Al-Oklah at the company's headquarters.
