Annual Report 2015

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• All directors shall retire at every third AGM and be eligible for re-election (at that AGM).
• A majority of the Board shall be independent directors.
• AGMs shall be held within 6 months of the end of each financial year.
• Certain matters such as a listing or a merger shall require shareholder approval at general meeting.
• Each of the Board committees shall consist of amajority of independent directors and be chaired by an independent
director.
The new Articles of Association were discussed and finalised with several large shareholders during 2015, and
adopted at the 2015 AGM held in December 2015.
Board committees
The Board has three committees (Audit and Risk, Remuneration and Nomination) to, amongst other things, facilitate
transparency in the management of the Group’s business and encourage participation by the Board members.
Audit and Risk Committee Remuneration Committee Nomination Committee
Chairman
Dr Yousef Al Awadi
Chairman
Ms Rachel English
Chairman
Mr Mohamed Yousef Rafie
Members
Rachel English
Mohammad Husain
Sir Steve Robson
Members
Mohamed Yousef Rafie
Dr Yousef Al Awadi
Abby Badwi
Members
Dr Manssour Aboukhamseen
Abby Badwi
Sir Steve Robson
Audit and Risk Committee
The role of the Audit and Risk Committee is to assist the Board in fulfilling its fiduciary responsibilities to provide
oversight including with respect to the:
• Engagement, independence and performance of the external auditors.
• Engagement and performance of the independent reserve auditor.
• Scope, resources and access, independence and effectiveness of the internal audit function, and themanagement’s
responsiveness to the findings and recommendations of the internal auditor.
• Integrity of the Group’s financial statements including its annual and half-yearly reports, interim management
statements and any other formal announcements relating to the Group’s financial performance, and reviewing
significant financial reporting issues and judgments contained in them.
• Scope, adequacy and effectiveness of the Group’s internal control and risk assessment and management systems
including the Group’s systems and controls for the detection and prevention of fraud, bribery and money
laundering, and the Group’s compliance function (legal compliance, conflicts of interest and ethical conduct).
• Adequacy and security of the Group’s ‘whistle blowing’ arrangements.
In so doing, the Committee provides a focal point for free and open communication amongst the Non-Executive
Directors, the Group’s management, and internal and independent auditors.
The Chairman of the Audit and Risk Committee no longer meets the ‘independence criteria’ under the Code and,
accordingly, the Board is looking to replace him in this role in the near future.
The Committee’s full charter can be found on the Kuwait Energy website and copies are
available on request.
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