Corporate Governance is a management framework which is referred to as a collection of control mechanisms that the company adopts to ensure the enhancement of the overall performance and management across the company, and achieve the maximum protection for the stakeholder’s rights and applying a number of principles related to accountability, transparency, and fairness. And with the broad global diversity in the governance standards applied, ERESCO adopts the rules of governance imposed by the regulations of the Capital Markets Authority as the regulator of the capital markets in Kuwait, where ERESCO operates.
The company Board of Directors is properly composed in accordance with the company’s activity volume and nature as well as the assigned roles and responsibilities.
When the current company’s board of directors was formed, a variety of educational and professional experience and specialized skills were considered, Board members are aware of relevant laws, regulations, policies, Board rights, and roles. This is in addition to full understanding and awareness of the company’s activities and all risks faces financial position thereof.
In line with the provisions of the Corporate Governance rules, company polices and charters, the Board of Directors performs its roles and responsibilities and is allocating qualified members to established board committees and ensuring that proper and clear roles and responsibilities are identified and that continuous performance monitoring process is in place to ensure effectiveness of established committees.
The Board of Directors formed the Nominations and Remunerations Committee. The committee consists of (4) members, including an independent member and its chairman is a non-executive member.
The duties and responsibilities of the committee include the following:
1- Recommendation to accept the nomination and re-nomination of the members of the Board of Directors and the executive management.
2- Setting a clear policy for the remuneration of the members of the Board of Directors and the executive management.
3- Ensuring that the independency is not eliminated from the independent board member.
4- Preparing a detailed annual report on all remunerations granted to members of the Board of Directors and the executive management, whether they are amounts, benefits, or advantages, notwithstanding their nature and title, provided that this report is submitted to the company’s general meeting for approval.
The integrity of the financial statements is one of the important indicators of the integrity and credibility of the company in presenting its financial position and this increases the confidence of investors in the financial statements and information provided by the company.
APPLY SOUND SYSTEMS OF RISK MANAGEMENT AND INTERNAL AUDIT
The company has formed a risk committee according to the rules of governance. The committee consists of four members from the board of directors, including an independent member and chaired by a non-executive member. The committee takes charge of setting risk management policy to assess the types of risks that the company may be exposed to and address them in the proper time.
Internal control and monitoring systems:
The company adopts and relies on a specific set of monitoring systems and control rules that cover all of the company's activities and management, and these systems and rules work to maintain the integrity of the company's financial reports and the accuracy of its data and the efficiency of its operation in various aspects. dual controls have been created, in addition a proper determination for powers and responsibilities and the separation of tasks and non-conflict of interests. In compliance with requirements of corporate governance regulations, the company also yearly assigns an independent external office in order to prepare an internal control report (ICR), which allows the company to know the deficiencies in the applicable control systems and the way to address them.
Establishing and building a culture of professional behavior and ethical values within the company strengthen the investor's confidence in the integrity and financial soundness of the company as all employees of the company, whether members of the board of directors, executive management, or other personnel adhere to the company's policies, regulations, internal procedures, legal and regulatory requirements, especially the procedures to maintain the confidentiality of information and application of the policy of reporting any complaints lead to achieving the interests of all parties related to the company, especially the shareholders, without conflict of interests and with a high degree of transparency.
The Board of Directors have the high-level supervision on the disclosures of the company and its Directors and executives, and maintaining a record of disclosures which is available for all shareholders of the company to view it without any charge.
RESPECT THE RIGHTS OF SHAREHOLDERS
The implementation of corporate governance rules ensures the consistency of both the objectives of the shareholders and the objectives of the company's management and enhances investor confidence in the efficiency of the system that protects their rights and ensures equal treatment for all shareholders regardless of their levels.
The framework of corporate governance practices includes the recognition of stakeholders' rights and works to encourage cooperation between both the company and stakeholders.
Training and qualification provide members of the board of directors and executive management with appropriate understanding and knowledge of all topics related to the company's activities and make them familiar with the latest developments in the related administrative, financial, and economic fields.
The concept of social responsibility is represented by the continuous commitment by the company to act ethically and contribute to achieving sustainable development for the community in general and for the company in particular, by working to improve the well-being, social and economic conditions of the manpower and their families in addition to society as a whole and contribute to reducing levels of unemployment in society and using its available resources.
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