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Board of Directors

Responsibilities of the board of directors

The responsibilities of the board of directors are documented in their terms of reference. Their key responsibilities include:

  • 1.1 Setting the overall strategies, plans, objectives, policies and procedures of ALAFCO (in line with the Company Articles of Association), and ensuring that it has the appropriate human and financial resources to meet those objectives in place. This includes at a minimum:
    • a) The vision, mission, values direction and strategy of ALAFCO;
    • b) A clear policy for the distribution of profits;
    • c) The optimal capital structure of ALAFCO and its financial objectives;
    • d) Performance objectives, monitoring the execution and the overall performance of ALAFCO;
    • e) The organizational and functional structures of ALAFCO and its periodic review; and,
    • f) Ensuring adequate risk management, adherence to all applicable laws, regulations and, where deemed appropriate and applicable, any relevant guidelines from supervisory authorities.
  • 1.2 Reviewing and approving strategies, business plans and significant policies as appropriate, and monitoring management’s performance in implementing them.
  • 1.3 Setting corporate values and clear lines of responsibility and accountability that are communicated throughout ALAFCO.
  • 1.4 Ensuring that the operations of the company are conducted prudently and within the framework of relevant laws and policies.
  • 1.5 Approving annual budgets and interim and annual financial statements.
  • 1.6 Approving entering into, or withdrawing from, businesses or service lines.
  • 1.7 Approving and ensuring the compliance of ALAFCO’s policies and procedures.
  • 1.8 Ensuring the accuracy and soundness of data and the information disseminated to supervisory authorities, public disclosures and legal compliance.
  • 1.9 Monitoring performance of each member of the board & executive management according to present key performance indicators (KPI’s).
  • 1.10 Establishing effective channels of communication that enable ALAFCO’s shareholders to continuously and periodically be informed of the various activities of the Company and any substantial developments.
  • 1.11 Monitoring the performance of ALAFCO and its management against the strategic objectives. This includes reviewing the effectiveness and overall performance of the Board itself, and that of individual directors, relative to the Board’s objectives.
  • 1.12 Overseeing major capital expenditures for the Company and the ownership and disposal of assets.
  • 1.13 Approving and monitoring the progress of any material financial matters including, but not limited, to restructurings, mergers, acquisitions, divestitures and acquisitions, annual budgets, and dividends.
  • 1.14 Monitoring the performance of outsourced service providers.
  • 1.15 Promoting a strong corporate governance culture by providing appropriate organisational value and priorities.
  • 1.16 Ensuring the effective, prudent and ethical oversight of ALAFCO and ensuring that risk, compliance and internal control is properly managed.
  • 1.17 Ensuring the security, integrity and confidentiality of information, taking into account the nature of the information in question through effective internal controls.
  • 1.18 Understanding the risks to which ALAFCO is exposed and establishing a clearly documented Risk Appetite Framework, expressed in qualitative and quantitative terms which allows for tracking of performance and compliance with agreed strategy.
  • 1.19 Ensuring that the Risk Management Policy and internal controls reflect the Risk Appetite Framework and that there are adequate arrangements in place to ensure that there is regular reporting to the Board on compliance with the risk appetite, in particular if material deviations occur.
  • 1.20 Ensuring that the policies and procedures are transparent and clear. Ensure that there a clear segregation of duties between the Board and Senior Management by:
    • Approving regulations and internal control systems relating to the Company by defining roles, duties and responsibilities at different organisational levels; and,
    • Approving the delegation of authority entrusted to the senior management team.
  • 1.21 Ensuring that the Risk Function is independent and has adequate resources and authority to operate effectively.
  • 1.22 Forming and periodically monitoring the following mandated Committees by defining their authority, roles and responsibilities:
    • Audit and Risk Committee (“ARC”);
    • Executive Committee (“EC”); and,
    • Leasing Management Committee (“LMC”).
  • 1.23 Ensuring that it receives timely, accurate and sufficiently detailed information from the Risk and Compliance Function.
  • 1.24 Monitoring and supervising the performance of executive management members and ensuring that they perform the roles entrusted to them by:
    • a) Ensuring that executive management is operating according to the policies and procedures approved by the Board;
    • b) Holding periodic meetings with CEO and staff reporting directly to him / her to discuss the course of action and any obstacles or issues and reviewing and discussing the important information related to the company’s activity; and,
    • c) Implementing KPIs for executive management which is in line with the objectives and strategies of ALAFCO.
  • 1.25 Defining and approving the remuneration that will be provided to the employees, such as fixed remuneration, performance based remuneration, remuneration in the form of shares and any benefits in kind.
  • 1.26 Appointing or dismissing of any member of the senior management, including the Chief Executive Officer or anyone reporting to him (directly).
  • 1.27 Ensuring that there is an appropriate succession plan in place for its members.
  • 1.28 Establishing a documented ‘Conflicts of Interest’ policy to manage all potential and actual conflicts of interest.
  • 1.29 Ensuring that ALAFCO establishes comprehensive risk management policies, processes and infrastructure, to manage the various types of risk.
  • 1.30 Develop annual report to be recited in the annual general assembly meeting and to include the requirements and procedures to complete the corporate governance rules and the extent of compliance, and to embed this report within the annual report stating the rules that have been complied and the rules that have not been complied with the explanations of non-compliance.
  • 1.31 Ensuring on a periodic basis the effectiveness and adequacy of internal control systems applicable in ALAFCO which includes:
    • a) Ensuring the soundness of the financial and accounting systems, including the systems related to preparing financial statements; and,
    • b) Ensuring the implementation of proper internal control systems by:
      • i. Identifying the risks;
      • ii. Measuring the risks;
      • iii. Ensuring risk management strategies are adopted;
      • iv. Assessing and improving controls to ensure that they are efficient and effective; and,
      • v. Maintaining transparency with stakeholders and related parties.
  • 1.32 Approving the overall Risk Management System and the Risk Appetite Statement.
  • 1.33 Promote and implement a robust mechanism for nomination of directors and remuneration arrangements and disclosures that are in line with applicable regulatory requirements.

Board Composition

The board, including the Chairman, comprises of the following seven members of which six are non-executive directors and one is an executive director.

  • a. Barrak Abdulmohsen Barrak Al-Sabeeh, Independent Director and Chairman of the board
  • b. Ahmad Abdullah Alzabin, Vice Chairman and CEO
  • c. Kuwait Finance House (Represented by Paul Quigley)
  • d. Kuwait Finance House (Represented by Khalid Abdullah Abdulaziz bin Abdullah Al-Mulhem)
  • e. Kuwait Finance House (Represented by Abdulwahab Essa Alroshood)
  • f. General Trading and Contracting Company (Represented by Fahad Abdul Razzaq Al Nisf)
  • g. Gulf Investment Corporation (Represented by Meshari Mustafa Al Judaimi)

Role of the Chairman

The role of the Chairman is to lead the Board, ensure that the Board functions effectively and to preside at meetings of the Board of ALAFCO. The Chairman is the Board’s principal spokesperson. The Chairman is responsible for effective communication between directors.

The specific responsibilities of the Chairman include, but are not limited to:

  • 1.1 Setting the agenda, style and tone of Board discussions to promote effective decision making, constructive debate and to challenge mindsets in Board meetings including appropriate consideration of strategic issues affecting ALAFCO;
  • 1.2 Promoting the highest standards of Corporate Governance within ALAFCO;
  • 1.3 Ensuring that the members of the Board receive accurate, timely and clear information on ALAFCO and its activities;
  • 1.4 Managing the Board meetings to ensure that appropriate time is allowed for consideration of issues;
  • 1.5 Ensuring that there is in place a properly constructed induction program for new directors that is comprehensive, formal and tailored;
  • 1.6 Addressing the development needs of the Board as a whole with a view to enhancing its overall effectiveness as a team;
  • 1.7 Ensuring that the performance of individual directors and of the Board as a whole and its committees is evaluated at least once a year;
  • Encouraging active engagement by all the members of the Board; and,
  • 1.9 Working closely with the Chief Executive Officer (CEO), providing support and advice on matters relevant to strategy and operations while respecting the executive responsibility of the CEO to manage ALAFCO.

Skills, knowledge and experience of Directors

The Board considers that the skills, knowledge, experience and characteristics of the Directors are appropriate to their responsibilities and our activities. The Directors bring a range of skills to the Board, including, but not limited to:

  • a) International and regional experience;
  • b) Technical expertise of the business, regulatory and economic environment, in which ALAFCO operates; and
  • c) Deep Aviation and Financial Services sector experience and knowledge
  • d) Experience in world class Risk Management and Internal Control Frameworks

Board Meetings and Attendance

All Directors are expected to attend Board meetings and meetings of the Board Committees on which they serve. They are expected to prepare for each meeting in advance and to dedicate sufficient time at each meeting as necessary to properly discharge their responsibilities to the Company and its shareholders. Material useful in preparing for meetings is distributed to the Board in advance of each meeting.

Board meetings are scheduled at the commencement of each calendar year and held at least once per quarter. Directors are provided with comprehensive documentation to enable their consideration regarding the issues on which they will be requested to make decisions.

Board documentation typically includes:

  • a) Financial statements;
  • b) Status reports from Risk Management, Internal Audit and Compliance;
  • c) Minutes of the previously held Board Committee meetings;
  • d) Board packs detailing all relevant financial and non-financial information on a proposed transaction that is to be discussed;
  • e) Update on business activities within ALAFCO; and
  • f) Reports on significant regulatory issues.