Corporate Governance

Governance Structure

Our Philosophy

Out of Ajial’s belief in the importance of having a successful Corporate Governance Framework in place, Ajial prepared a general framework to guarantee transparency in disclosures, notifying relevant parties of operations and material information, and validating the effectiveness of monitoring regulatory controls, integrity, and accountability when making decisions. This led to an enhancement of the Company’s image with other parties with regards to its Corporate Governance Framework and ensuring that it possesses a competitive advantage with investors, and stakeholders.

Through its Corporate Governance Framework, Ajial seeks to achieve a high level of transparency, accountability, and fairness, which would then create a strong drive for outstanding performance, and result in benefits in the long term.

The Corporate Governance Framework includes the following principles:

• Protecting the rights of the company’s shareholders in a manner that guarantees the best interest of them and the company.

• Protecting the rights of all stakeholders; and providing job stability and sustainability through a positive financial performance of the company.

• Providing accurate and comprehensive disclosures within a specific time frame to shareholders, related parties, and relevant regulatory authorities.

• Determining, reporting, disclosing, and dealing with any conflict-of-interest cases that may arise between the company and its stakeholders, which may negatively impact the interests of the company and its shareholders.

• Empowering employees to report any concern or inappropriate behavior they may observe in the company by an objective, discreet, and independent whistleblowing along with an investigative mechanism to ensure that the necessary corrective measures are taken.

• Regulating relations with related parties: whether between the company and its employees, or the company and its Board of Directors, or the Executive Management and subsidiaries, or any other relevant party.

• Adapting the company’s values and strategies to social and economic requirements by ensuring the implementation of responsible and ethical practices in all activities in which the company engages, while continuing to provide the necessary support for society.

• Establishing trusted communication channels with investors to enhance the company’s position in the market and attract investors and investments.

Ajial’s board of directors consists of five (5) members; one (1) executive member, two (2) independent, and five (2) non-executive members. The board also enjoys a diversified educational and professional experience, specialized skills as well as knowledge of the Company’s activities. The number of directors is sufficient to form the required committees.

Shk. Ali Abdullah Al Khalifah Al Sabah Chairman, non-executive

Shk. Hamad Mubarak Al Jaber Al Sabah Vice Chairman, non-executive

Mr. Abdulaziz Faisal Al Khatrash CEO, executive

Ms. Tahani Al Ajmi Board member, independent

Mr. Othman Khaled Al-Othman Board member, independent roles and responsibilities:

1. Approving company major goals, strategies, plans, and policies.

2. Acknowledging annual estimated budgets and approving phase and annual financial information.

3. Ensuring the company’s commitment to policies and procedures that procure the company’s compliance with internal applicable rules and regulations.

4. Safeguarding accuracy and validity of the data and information to be disclosed in accordance with applicable disclosure and transparency policies and rules.

5. Setting corporate governance system – without these rules – general supervision thereof and monitoring how effective it is and amending the same, if necessary.

6. Pursuing performance of each member of a Board of Directors and executive management member

7. Preparing an annual report to be cited in the annual general assembly including the requirements and procedures of completing corporate governance rules and commitment degree thereof

8. Forming specialized committees where the period, powers, and responsibilities of the committee are clarified and how the Board shall monitor it

9. Ensuring that company-certified policies and conditions are transparent and clear so that resolutions’ taking and wise governance principles are applied. This is in addition to separating powers and authorities of both the Board of Directors and executive management.

10. Audit and supervise the performance of executive management members and procuring their accomplishment of all assigned roles

11. Set a policy for regulating relationships with Stakeholders to protect their rights.

12. Set a mechanism to regulate dealings with Related Parties to avoid conflicts of interest

13. Periodically ensure the applicable internal audit systems’ efficiency and sufficiency in the company and subsidiary companies thereof

The company has formed several committees stemming from the Board of Directors, which help the Board undertake its duties efficiently and effectively.

Audit Committee

Shk. Hamad Mubarak Al Jaber Al Sabah Chairman of the Committee, non-executive

Ms. Tahani Al Ajmi Committee member, independent

Mr. Mohammed Abdulrazzak Al Kandari Committee member, independent

Roles and responsibilities:

1. Review periodical financial statements prior to their submission to the Board of Directors and provide such Board with opinion and recommendation concerning them, in order to ensure fairness and transparency of financial statements.

2. Provide the Board of Directors with its recommendations concerning the appointment, re-appointment, or replacement of the External Auditors, and specify the remunerations thereof. Upon recommendation of appointment, it is considered to verify the independence of such external auditors and review letters of their appointment.

3. Follow up works of external Auditors and ensure no services other than services related to audit functions are provided to the company.

4. Consider remarks of external auditors on the company financial statements and follow-up measures taken regarding them.

5. Consider the applied accounting policies and provide the Board of Directors with opinions and recommendations in this regard.

6. Evaluate the extent of the sufficiency of internal audit systems in place, and prepare a report including the opinion and recommendations of the committee in this regard.

7. Supervise the company’s internal audit department, in order to ensure its effectiveness in performing the operations and tasks assigned by the board of directors.

8. Review the results of the internal audit reports and ensure that the necessary corrective actions were taken concerning the observations stated in such reports.

9. Verify the company’s compliance with related rules, policies, and regulations.

10. Regular meetings shall be held periodically and independently with external and Internal Auditors.

Risk Management Committee

Ms. Tahani Al Ajmi Chairman of the Committee, non-executive

Mr. Mohammed Abdulrazzak Al Kandari Committee member, independent

Mr. Abdulaziz Faisal Al Khatrash Committee member, executive

Roles and responsibilities:

11. Prepare and review risk management strategies and policies prior to getting them approved by the board of directors and verify the application of such strategies and policies and that they are appropriate to the company’s nature and level of activities.

12. Ensure provision of resources and systems sufficient for risk management.

13. Assist the Board of Directors to identify and evaluate the company’s acceptable risk level, and ensuring that the company does not exceed such level after its approval by the Board of Directors.

14. Review the organizational structure of risk management and provide recommendations in this regard prior to its approval by the Board of Directors.

15. Verify the independence of the risk management employees from activities that result in subjecting the company to risks.

16. Verify that the risk management employees fully understand the risks surrounding the company and raise awareness of employees concerning risk culture.

17. Review issues raised by the related audit committee, which may affect risk management in the company.

Nomination & Remuneration Committee

Shk. Hamad Mubarak Al Jaber Al Sabah Chairman of the Committee, non-executive

Mr. Abdulaziz Faisal Al Khatrash Committee member, executive

Ms. Tahani Al Ajmi Committee member, independent

Roles and responsibilities:

1. Recommending nomination and re-nomination acceptance for Members of the Board of Directors and the executive management members.

2. Setting an apparent policy for Members of a Board of Directors and executive management members remunerations, along with an annual review of the required proper skills needs for Board membership. This is in addition to importing applications for executive positions as required, studying and revising the application, and determining various remuneration categories to be provided for employees

3. Designing job description for Executive Members, Non-Executive Members of a Board of Directors, and independent members

4. Ensuring that Members of a Board of Directors’ independence is valid.

5. Preparing an annual governance report that includes the total remunerations given to Members of a Board of Directors, and the executive body, and the managers; whether cash or benefits or privileges, of whatever nature and title.

The Executive Management plays a vital role in the implementation of the company’s strategic plans and internal policies and controls while ensuring their suitability and effectiveness. It also manages the company’s daily operations and its resources to ensure profit optimization and costs reduction, in line with the company’s strategy and objectives.

Roles and responsibilities:

1. Give recommendations on the implemented strategies with aim of improving such strategies.

2. Execute the Company’s strategies, regulations and ensure their sufficiency and effectiveness

3. Provide timely, comprehensive, and accurate information and reports.

4. Prepare. and submit to the board of directors, periodic financial and non-financial reports that highlight the accomplishment of the Company’s strategies and goals.

5. Execute internal controls and risk management systems and ensure their sufficiency and effectiveness.

6. Manage all Company’s activities, human and financial resources effectively and efficiently to maximize profits, reduce costs and achieve the Company’s strategic goals.

Ajial’s internal control systems consist of procedures that are implemented by both management and employees. It aims to increase the efficiency and effectiveness of all operations within the Company, confirm the accuracy and soundness of the financial statements, and commit to the applicable laws and regulations, therefore, ensure the protection of property from damage, loss, or misuse.

Internal Audit

The internal audit ensures the integrity of the internal control systems, risk management, and governance, assesses the Company’s various operations, and ensures the accuracy of the financial statements.

External Audit

The Audit Committee gives its recommendation to the board of directors on the appointment or re-appointment of an external auditor and determines their fees after ensuring their independence, and that no services other than audit services are provided to the Company.

Risk Management

The risk unit in Ajial identifies, assesses, and monitors risks associated with the Company’s operations as well as prepares periodic risk reports. It is an independent unit with access to all operations within the Company to form a complete understanding of such operations and can request further information to properly assess and monitor risks.

Code of Conduct and Ethical Standards

Ajial’s board of directors established standards/principles to promote good conduct and values, in a way that reflects on and boots both the image and reputation of the Company. The code of conduct affirms the commitment of all employees, whether members of the board of directors, executive management, or staff in general, to the Company’s internal policies and procedures as well as the applicable rules and bylaws of the regulators.

Whistleblowing Policy

The whistleblowing policy provides a supportive and transparent environment for all employees. It allows them to report their concerns on any irregularities, misconduct, or malpractice to the board of directors. Whistleblowing procedures are carried out within a framework that ensures the protection and the confidentiality of the whistleblower, the conduct of the necessary investigation, and the effective supervision of such procedures. If you wish to report such violations, please open the link at the bottom of the page.

Disclosures and Transparency

To boost the mechanism of accurate and timely disclosure of all significant information, Ajial has developed policies and procedures that aim at achieving fairness, transparency, preventing conflicts of interest, and misuse of inside information. Additionally, the disclosure and transparency policies and procedures regulate the disclosure of material information in accordance with the applicable corporate governance principles.

Ajial’s board of directors has adopted a policy that protects the rights of shareholders and ensures fair and equal treatment in exercising their rights, which are:

1. List the ownership value in the Company’s records

2. Registration, dispose, or transfer their ownership freely

3. Receive dividends

4. Access to information related to the Company’s activities, operations, and investment strategies

5. Participate in shareholders’ general meetings, vote, and elect members of the board of directors.

6. Monitor performance of the Company, in general, and the Board of Directors, in particular

The Company has established an “Investor Relations” unit that is responsible for providing accurate and timely information to existing and potential investors. For more information, please contact:

Abdulaziz Al-Khatrash – CEO

Mohammed Al-Qadhi – Finance Manager

E-Mail: info@ajial-realestate.com

Ajial is committed to protecting the rights of stakeholders and creating employment opportunities through maintaining stable and strong financial positions. Additionally, and as part of the governance framework, the Company has developed a policy that protects the rights of stakeholders, and ensures that their rights are respected and honored. Moreover, the board of directors is responsible for setting the standards and principles that protect the rights of stakeholders and updating them whenever required.

The company contributes to the sustainable development of society in general and to the employees of the company in particular. This shall be through the contribution to reducing levels of unemployment and optimal utilization of its available resources.

Whistleblower Form