Nomination & Remuneration Committee
- The Purpose of the Remuneration & Nomination Committee (RNC) is to assist the Board in fulfilling its oversight responsibilities relating to the effectiveness, integrity and compliance of the Company’s remuneration and nomination policies and procedures.
- The RNC must ensure the overall remuneration policy and approach fits the strategic goals.
- The RNC must review & approve selection criteria and appointment procedures for Board member and senior management and ensure that overall nomination policy and approach fits the strategic goals.
Duties & Responsibilities:
- Recommending nominations and re-nominations for the membership of the Board of Directors, Board Committees and Executive Management, while taking into account not nominating any person who does not fulfill the requirements set out in the instructions of the authority regarding the rules of integrity and competency for candidates. Taking into account the number of attendance, quality, and effectiveness of contribution of the members in the Board of Directors meetings, the performance of their duties and responsibilities;
- Recommend independent members for nomination and re-nomination through election from the general assembly and ensure the existence of independence for the independent member in the Board of Directors;
- Annual review of the requirements for the appropriate skills, in order to attract applicants seeking to fill executive positions as needed, studying and reviewing these applications, while taking into consideration the instructions of the authority regarding in integrity and competency. It is a requirement for all candidates seeking membership in the Board of Directors or Executive Management, to have a minimum following:
- Educational and practical qualifications that are suitable for the position nominated for;
- Professional experience that is suitable for the institution's activity and the position nominated for;
- Technical, leadership and administrative skills enables independence, quick decision making, and the ability to understand the technical requirements and any developments relating to the workflow;
- Preparing job description for the executive, non-executive and independent members;
- Recommending independent members for nomination and re-nomination through election from the general assembly and ensure the existence of independence for the independent member in the Board of Directors;
- Publish announcements in two daily newspapers at least, to invite the individuals seeking candidacy in the Board of Directors. Nominations should be kept open for a period of two weeks from the date of the announcement. The Company should publish the same on the Kuwait Stock Exchange website as well.
- Establishing clear policy for the remuneration of the Board members, senior executives, while taking into account complying with the terms prescribed above;
- Determining the various remunerations that will be granted to the employees, such as fixed remunerations, performance remunerations, and remunerations in the form of shares and end of service remunerations;
- Ensure that the remunerations granted are performed as per the prescribed policy in this regard;
- The annual revision of the remunerations granted are performed as per the prescribed policy in this regard;
- The annual revision of the remunerations policy and evaluation of its efficiency in achieving the objectives expected from it, such as attracting and maintaining highly qualified and technical labor that improve the Company’s performance;
- Preparing the annual reports that contain overall remunerations in details that are granted to the board members and senior management, whether it was payments or benefits or advantages, whatever its nature or name. The annual report should be submitted to the general assembly for its approval.