Corporate Governance

Corporate Governance

Board of Directors

Oula Wasata is a Kuwaiti brokerage firm registered in Boursa Kuwait and licensed by the Kuwait Capital Market Authority.

The members of the Board of Directors shall perform their duties, responsibilities and roles in a proper and clear manner in accordance with the approved policies and procedures as well as in accordance with the approved job descriptions for both the Chairman and the members of the board of Directors of the company, which were developed in a manner that reflects all regulatory requirements.
The Company’s Statutes also provide for the absolute non-unilateralism of the authorities of certain party in order to facilitate the process of accountability of the Board of Directors by the shareholders of the company.

The Board shall be administered by five members elected by the General Assembly by secret ballot, consisting of a majority of non-executive members and including independent members, provided that the number of independents does not exceed half of the members of the Board of Directors. The Board of Directors shall hold at least six meetings a year.

The main role of the Board of Directors includes, but not limited to:
• Review, approve and guide business strategies, business plan and budgets as developed by the management.
• Monitor the performance of the company as well as the performance of Senior Management and ensure the adoption of policies and procedures.
• Review and assess current and future opportunities and risks in the context of influential external and market factors, as well as current and future strengths and weaknesses.
• Attend the Annual General Assembly Meeting and address shareholder matters.
• Promote the principle of equality in all transactions with shareholders and stakeholders.
• Promote the highest standards of corporate governance in line with Capital Markets Authority (CMA) regulations and best practices.
• Ensure that financial systems, internal control and risk management are robust and effectively implemented.
• Work with the highest standards of integrity and efficiency in order to protect the company’s goodwill.
• Adherence to the company’s Code of Conduct at all times, especially with respect to avoiding conflicts of interest.

Board Audit Committee

The functions of the Board Audit Committee include, but are not limited to:

  • Review and discuss quarterly and annual financial statements with the executive management and external auditor of the company and ensuring their integrity and transparency, and to analyze the company’s financials before submission to the Board of Directors.
  • Monitor External Auditors’ operations and to ensure that they are not providing any other service to the company except those required by the audit.
  • Set the company’s annual audit plan as well as the appointment or dismissal of the head of the Internal Audit department and its evaluation at least annually.
  • Review the Company’s policies and practices regarding internal controls and risk management and to ensure their adequacy and effectiveness.

Board Risk Committee

The functions of the Risk Committee are, but not limited to:
  • Oversee the company’s strategies, policies & procedures developed by the management
  • Identify, assess, measure and manage key risks which include an overview of the company’s strategic risks, credit and operating risk, compliance risk, interest rates, liquidity risk, investment and finance risk, market risk, reputational risk, emerging risks, etc., as well as capital management, planning and evaluation processes.
  • Receive reports from the management regarding compliance with its risk appetite.
  • Prepares and reviews risk management strategies and policies prior to their approval by the Board of Directors and ensures that they are adequate the nature and size of the company’s activities.
  • Evaluate the systems and mechanisms to identify and monitor the various risks that the company may face in order to identify weaknesses in this regard.

Board Nomination and Remuneration Committee

The functions of the Nomination and Remuneration Committee are, but not limited to:
  • Preparing an annual report that contains overall remunerations in detail that are granted to the Board members and the Executive Management, whether it is payments or benefits or advantages, whatever its nature or name.
  • Ensure independence of the independent member.
  • Determining the various remunerations that will be granted to Executive Management, such as fixed remunerations, performance remunerations and remunerations in the form of shares and end of service remunerations.
  • Establishing a clear policy for the remuneration of the Board members and the Executive Management accompanied with an annual review of the requirements for the appropriate skills, in order to attract applicants seeking to fill executive positions as needed.
  • Recommend nominations and reappointment to the Board of Directors and Executive Management

Conflict of Interest Policy

A conflict of interest policy has been developed to ensure that the highest degree of transparency and objectivity is maintained to cover all operations of the company. Conflict of interest between employees, members of the Board of Directors and their immediate family members (i.e. the spouse, children, parents, brothers and sisters) and the company must be avoided for their commercial and economic interests. The Company’s conflict of interest policy also provides clear examples of conflicts of interest and how to address them.

Disclosure and Transparency

Oula Wasata recognizes and endorses the importance of disclosure and its relation to accountability. Therefore the company developed a disclosure and transparency policy to ensure that the company complies with international accounting standards and other regulatory requirements. Oula Wasata will disclose information in a manner that respects its obligations in relation to confidentiality and minimizes potential moral hazard issues in connection with its activities.

The company monitors the proper implementation of the policy, including the supervision of disclosure and auditing practices, to ensure that the information published is consistent with regulatory requirements and is accurate, complete and fair and presents the company’s financial results and operating results in all material respects, in a timely manner, as required by relevant laws and regulations, corporate law and International Financial Reporting Standards (IFRS).

Roles of Stakeholders

The company’s internal policy is based on the establishment of rules and procedures that guarantee the protection and recognition of the rights of stakeholders and allow them to receive compensation in the event of violation of any of their rights, as stipulated in the laws issued in this regard, where the policy states that:

  • The right to include the following in each contract between the stakeholders and the company:
    • Measures and mechanisms to be followed in the event of a Party breaching its obligations.
    • Measures relating to the payment of compensation in case of violation of their rights, if any.
  • The right to obtain all of their information in the company’s reservation and to deal with confidentiality and due diligence.
  • The right to access relevant company information, which would be fundamental to stakeholders. The level of access is defined in the order between the company and the stakeholders on a case-by-case basis, and this should be documented in the contract between the company and the stakeholders

Corporate Social Responsibility

2018-2022

In line with Oula’s social responsibility program, Oula Wasata has been for the past four years providing financial support to the Family Nursery Department at the Ministry of Social Affairs. The support was used by the Family Nursery Department to purchase various essential items for the orphans and the elderly. Oula’s contributions stem from being a responsible corporate citizen and aligns with its social objectives to enhance and sustain the development of the community we serve.

2017

The First Securities Brokerage Company visited the “Family Care” and provided them with tents

In light of the ongoing efforts of the First Securities Brokerage Company, and from the perspective of the importance of its role in participating in the promotion of corporate social responsibility, which is linked to a number of high humanitarian standards and contribute to the achievement of society development, the company’s policy aims to achieve a balance between its objectives and the objectives of the society and follow the programs and mechanisms that help to highlight its efforts in the field of social work and to carry out voluntary charitable initiatives as required by the general laws and customs. From this standpoint, Mr. Fahad Al-Refae, Chief Executive Officer of the First Securities Brokerage and Mr. Fawaz Al Rowdan, Deputy CEO, visited the Family Care. They were received by Mr. Yahya Al-Dakhil, Director of the Family Care Department in the Ministry of Social Affairs, as well as a number of officials of the care homes, which include the (children’s home, girls’ home and girls’ guesthouse), where they toured the children’s home and took part in a fun time, which brought joy to everyone.

Al-Refae stressed that the role of “First Securities Brokerage” comes here, where our true Islam and the Prophet – peace and blessings of Allah be upon him – urged us to find an appropriate share of attention to the orphan. As part of the commitment to the social duties and responsibilities of the company, we contact with the officials of the Family Care Department and coordinate with them to provide some of the requirements required by the company to bring joy and happiness to the hearts of the guests of the homes, as we provided them with three tents for each of (children’s home, girls’ home and girls’ guesthouse) with adequate equipment.

2016

The First Securities Brokerage Company supports “TAMAM” project

The First Securities Brokerage Company announces its support for TAMAM project as part of its social responsibility program. This support is a commitment of the company to play its role towards effective community building as one of the private sector companies to contribute to the improvement and development of the society environment which is facing rapid economic, political, population and cultural changes by providing support and participation in projects and programs that meet their needs and contribute to addressing their various problems.

On this occasion, Fahad Faisal Al-Refae, CEO of the First Securities Brokerage Company, stressed the company’s keenness to be a supportive institution for the society. It stems from our belief in the importance of instilling, motivating and educating private sector institutions to fulfill their role towards this responsibility. In this sense, we have taken active steps to participate in charitable activities which are our highest priorities and commitments, as we keep in mind the local issues in our beloved country, Kuwait.

In this regard, the First Securities Brokerage Company in supporting innovative and effective solutions, we participated in the support of the project “TAMAM”, where the project conducted a survey on the situation of workers in the State of Kuwait. It found that their salaries are small does not meet the basic needs, and the food they eat is not healthy or clean. Hence, the innovative idea of TAMAM project, which is based on a noble humanitarian goal, in order to provide the simplest human rights by providing economic meals at an appropriate price and help to fill their hunger and at the same time provide them with money they can use in other affairs.

Dr. Abdullah Al-Saleh, the representative of TAMAM project, said that the First Securities Brokerage Company will be sponsoring meals provided by TAMAM site, with the Kuwaiti youth volunteering to distribute them to the workers in Jleeb Al-Shuyoukh and Amghara. Dr. Al-Saleh praised the importance of awareness of the concept of corporate social responsibility, which was established by the generous care of the First Securities Brokerage Company.

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