Corporate Governance

1. Ensure achieving strategic alignment.
2. Balancing and separating powers between the Executive Management and the Board of Directors.
3. Ensure compliance with ethics and good professional code of conduct in achieving interests of all related-parties with the company.
4. Protection of the shareholders.
5. Strengthen the confidence and credibility of the company and its management.
6. Preservation of the rights stakeholders of the company.
7. Transparency and accuracy at presentation of financial and non-financial information.

Ali Alghanim Sons Automotive Company is committed to apply the corporate governance rules, according to the fifteenth book "Corporate Governance" of the executive bylaws of the Capital Markets Authority (CMA).

Board of Directors

The Board is responsible to Ali Alghanim Sons Company’s shareholders for creating and delivering sustainable value through the effective group’s business, although day-to-day management of Company’s business is delegated to Executive Management, the Board is responsible for providing strategic direction, management supervision, and adequate internal controls with the ultimate objective of promoting the success and long-term value of Company.

The Ali Alghanim Sons Automotive Company’s Board comprises of seven members, the Board meets on a regular basis at least six times annually. A minimum of one meeting is to be held in each quarter.

Board Composition:

1. Eng. Fahad Ali Alghanim – Chairman
2. Mr. Yousef Abdullah Al Qatami – Vice Chairman and CEO
3. Eng. Ali Marzouq Ali Alghanim – Director
4. Mr. Mohammad Khaled Ali Alghanim – Director
5. Mr. Ali Abduljaleel Behbehani - Director
6. Mr. Jehad Mohammad Ahmed Al-Qabandi - Director - Independent
7. Mr. Ahmed Meshari Abdulwahab Al-Fares - Director - Independent

The Ali Alghanim Sons Automotive Company’s Board of Directors committed to form the following committees to assist board to undertake its duties in an efficient and effective manner:

Audit Committee:

The primary responsibility for audit committee is to ensure the existence of effective controls over various business processes to adhere to the company's policies and procedures as well as laws and regulations set by regulatory bodies. The committee also ensures the accuracy and integrity of the company’s financial statements in compliance with the International Financial Reporting Standards (IFRS). It also prepares reports which include the opinions and recommendations of the committee in this regard to the Company’s Board of Directors.

The Audit Committee comprises of three members elected by the Board. The Committee meets on a quarterly basis at least four times a year.

Risk Committee:

The primary responsibility for risk committee is to review the company risk management policies and procedures before approval from the Board, and for evaluating and monitoring significant risks or exposures across Company. Then steps are taken to minimize such risks, and reports are prepared which includes the opinions and recommendations of the committee in this regard to the Company’s Board of Directors.

The Risk Committee comprises of three members elected by the Board. The Committee meets at least four times a year.

Remuneration & Nomination Committee:

The primary responsibilities of Nomination and Remuneration Committee is to design policies and bylaws that regulate granting compensation and bonuses and preparing the recommendation of nomination and re-nomination acceptance for Board of Directors and executive management members. They also make reports which include the opinions and recommendations of the committee in this regard to the Company’s Board of Directors.

The Remuneration & Nomination Committee comprises of three members elected by the Board, the Committee hold periodic meetings with a minimum of once a year.

The members of the Committees will serve for a three years’ term unless they resign or are removed by the Board earlier. Members may be re-elected upon the expiry of their legal terms.

Ali Alghanim Sons Automotive Company is committed to conduct its business with honesty and integrity by the Company’s code of ethics policies and procedures manual. The ethics of shareholders, stakeholders, executive management and employees are a necessary element for the company to fulfill its objectives through the following practices:

1. Reduce Conflict of Interest.
2. Protect Stakeholders' rights.
3. Provide Health & Safety at the workplace.
4. Protect Confidential information.
5. Privacy for all employees.
6. Protect company assets from improper use.
7. The company encourages reporting any violations or threats that affect the company or stakeholders. These reports are handled with complete confidentiality, ensuring the necessary investigation is conducted through our whistleblowing system.
   To submit a report, please fill out this form and send it to the following email: Whistleblowing@aas.com.kw
   

Disclosure and Transparency are essential elements of a robust corporate governance; the company committed to provide the information base for informed decision making by shareholders, stakeholders, and potential investors through the following disclosures (financial and non-financial):

1. Disclosure of material information.
2. Disclosure of financial reporting.
3. Disclosure of insider persons.
4. Disclosure of the annual report submitted to shareholders.
5. Disclosures regarding the Board of Directors and Executive Management.
6. Disclosures to the regulatory bodies.

Ali Alghanim Sons Automotive Company is committed to create a policy that aims to achieve balance between the company goals and those of the society. Such policy shall work on developing social and economic conditions of the society.