Corporate Governance

Corporate Governance constitutes the policies and regulations which arrange the relationship between the board of directors of the company and its shareholders and other stakeholders while balancing and separating powers between the executive management, who run the business, and the board of directors, who strategize and oversee the company’s overall performance and strategic alignment.

The key objectives of corporate governance adopted by National Cleaning Company are:

• To ensure achieving efficiency in reaching the desired goals
• Protection of the shareholders
• Strengthen the confidence and credibility of the company and its management
• Preservation of the stakeholders ‘rights of the company
• Accuracy and transparency in significant disclosures regarding operations, performance, risk, and financial position

NCC is committed to applying the corporate governance rules, according to the fifteenth book "Corporate Governance" of the executive bylaws of the Capital Markets Authority(CMA).

The Board is responsible to NCC’s shareholders for creating and delivering sustainable value through the effective management of NCC’s business. Although day-to-day management of NCC’s business is delegated to EM, the Board is responsible for providing strategic direction, management supervision, and adequate controls with the ultimate objective of promoting the success and long-term value of NCC.

The NCC ‘s Board comprises of (5) members, two of whom is an independent member. The Board meets on a regular basis (at the written notice of the chairman or of vice chairman) at least Six times annually. A minimum of one meeting is to be held in each quarter.

Board Composition :

1. Mr. Abdulhakeem Fahad Mohammad Alshaya Chairman / Non-Executive
2. Mr. Yousef Saeed Ismaeil Dashti Vice Chairman & CEO
3. Mr. Abdulaziz Mohamed Alosaimi Vice Chairman / Non-Executive
4. Mr. Hamad Abdullah Hemady Ghanim Almedhadi Director / Independent
5. Mr. Ali Madhi Faisal Fayrouz Director / Non-Executive

The NCC board of directors formed the following committees to assist board to undertake its duties in an efficient and effective manner:

Audit Committee:

The primary responsibility for NCC 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), review and approve audit plans proposed by the internal auditor and provide feedback, review the results of the internal audit reports and ensure that the necessary corrective actions were taken concerning the observations stated in such reports. It also prepares reports which include the opinions and recommendations of the committee in this regard to the NCC’s BOD.

The NCC Audit Committee comprises of (3) members elected by the Board, of which at least one member will be independent. The Committee meets on a quarterly basis at least four (4) times a year. the chairman and executive members of the BOD are excluded from membership of the committee.

Committee Composition :

1. Abdulaziz Mohamed ALosaimi - Chairman
2. Hamad Abdullah Hemady Ghanim Almedhadi - Director
3. Ali Madhi Faisal Fayrouz - Director

Risk Committee:

The primary responsibility for NCC 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 NCC. review the results of periodical reports concerning the nature of risks facing the company and submitting such reports to the company’s board of directors. ensure the 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 NCC’s BOD.

The NCC’s Risk Committee comprises of (3) members elected by the Board, of which at least one member will be independent. The Committee meets at least four (4) times a year. the chairman of the board of directors is excluded from memberships of the committee. The committee must be chaired by a non-executive member.

Committee Composition :

1. Abdulaziz Mohamed ALosaimi - Chairman
2. Hamad Abdullah Hemady Ghanim Almedhadi - Director
3. Ali Madhi Faisal Fayrouz - Director

Remuneration & Nomination Committee:

The primary responsibilities of NCC remuneration and nomination 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. designing job description for Executive Members, Non-Executive Members of a board of directors and independent members. It also prepares reports which include the opinions and recommendations of the committee in this regard to the NCC’s BOD.

The NCC’s Remuneration & Nomination Committee comprises of (3) members elected by the Board, of which at least one member will be independent, the Committee hold periodic meetings with a minimum of once a year. The committee must be chaired by a non-executive member.

Committee Composition :

1. Abdulhakeem Fahad Mohammad Alshaya - Chairman
2. Abdulaziz Mohamed ALosaimi - Director
3. Hamad Abdullah Hemady Ghanim Almedhadi - Director

The members of the Committees will serve for a (3) three years term unless they resign or are removed by the Board earlier. Members may be re-elected upon the expiry of their terms.

NCC is committed to conducting its business with honesty and integrity, by the NCC code of ethics policies and procedures manual. the ethics of shareholders, stakeholders, management and employees are a necessary element for NCC to fulfill its objectives through the following practices:

• Reduce Conflict of Interest.
• Protect Stakeholders' rights
• Provide Health & Safety at the workplace.
• Protect Confidential information.
• Privacy for all employees.
• Protect NCC assets from improper use

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

• Disclosure of material information.
• Disclosure of financial reporting.
• Disclosure of the annual report submitted to shareholders.
• Disclosures regarding the BOD and EM.
• Disclosures to the regulatory bodies.

NCC is committed to being a good neighbor and a contributing corporate member in the communities. NCC is responsible for conducting its business activities in ways that honor ethical values, respecting people, communities, and the natural environment.

NCC works toward the sustainable improvement of community by:

• Rendering high-quality professional services
• Attracting national labor.
• Delivering services and products that consider the interest and match the needs of the communities

The NCC “Corporate Social Responsibility” participation within year 2022:

• A cleaning campaign for some schools in the State of Kuwait.
• A greening campaign for some schools in the State of Kuwait in cooperation with the Ministry of Education.
• Participating in sponsoring one campaigns of the Environment Public Authority's.

Memorandum of Association - Click to Open