Annual Report 2015

The Audit and Risk Committee charter requires the Committee to convene at least three times annually, on days which

coincide with key dates within the Group’s financial and audit cycle or as otherwise determined by the Committee’s

chairman. In 2015, the Audit and Risk Committee met four times and the key items considered were:

• Internal audit activities and 2015 internal audit plan.

• Risk management activities and 2015 risk management plan.

• YE14 reserves and resources report.

• 2014 External (financial) audit plan.

• YE14 financial report.

• YE15 mid-year financials.

• Performance of external financial auditor

• 2016 economic assumptions.

• Related parties and related party transactions.

Nomination Committee

The Board has established a Nomination Committee to assist it in ensuring the Group has the right skills, experience

and structure for effective management of the Group, and sound governance practices.

Themajority of themembers of the Nomination Committee are Non-Executive Directors. Themembers are appointed,

reappointed or replaced by the Board by simple majority. The Committee’s meetings may only be attended by the

Chairman of the Committee, other Committee members and other Non-Executive Directors.

Key authorities and responsibilities of the Nomination Committee include:

• Regularly reviewing the structure, size and composition of the Board (including skills, knowledge, experience

and diversity) and making recommendations to the Board with regard to any changes.

• Identifying and nominating, for the approval of the Board, candidates to fill Board vacancies when they arise.

• Succession planning for Directors and other senior executives.

• Reviewing annually the time required from a Non-Executive Director and assessing whether he/she contributes

effectively and demonstrates commitment to the role.

• Developing for the Board’s approval, and annually reviewing, the delegation of authorities to management.

• Considering possible conflicts of interests of Directors and any related party transactions of Directors and making

relevant proposals to the Board.

• Reviewing any change in status (including fulfilment of independence requirements) and professional affiliation

of current Directors.

• Overseeing the development and implementation of a Board induction process for new Directors and

a programme of continuing Director development as needed.

• Developing a process for evaluating Board effectiveness and coordinating the annual Board effectiveness evaluation.

• Reviewing corporate governance policies and practices throughout Kuwait Energy and making relevant proposals

to the Board to improve their effectiveness.

• Monitoring trends and best practice in corporate governance and nomination in order to properly discharge its

duties.

• Reviewing Kuwait Energy’s compliance with the provisions of the UK Corporate Governance Code.

The Nomination Committee’s full charter can be found on the Kuwait Energy website at

and

copies are available on request.