Annual Report 2015

Responsibilities and Structure of the Committee

The key responsibilities of the Committee include to:

• Review and approve the remuneration policy, specific remuneration packages, and conditions of service for the

Executive Chairman and Executive Directors (’Board Directors’), and the Company Secretary.

• Review the remuneration policy and packages and conditions of service for Senior Vice Presidents and other

executives of the Group who report directly to the Chief Executive Officer of the Company (the ‘Executive Officers’).

• Determine the policy for and approve awards under the Company’s cash and equity incentive schemes, and set

appropriate performance targets, following the Board’s input.

• Approve any major changes in employee benefit structures for the Board Directors.

• Review HR policy, pay and employment conditions across the Group, and consider how these factors should be

taken into account when determining Board Directors’ and Executive Officers’ remuneration.

• Consider whether the remuneration strategy is compatible with the Group’s risk management policies.

• Make available the Committee’s charter, explaining its role and the authority delegated to it by the Board by

including the information on the Kuwait Energy website.

The full terms of reference of the Committee can be found on the Kuwait Energy website

www.kuwaitenergy.co

and

copies are available on request.

In 2015 the Committee consisted of Rachel English (Chair), Mohamed Yusof Rafie, Dr Yousef Al Awadi and Abby

Badwi. All Non-Executive Directors are entitled to attend meetings of the Remuneration Committee. The Executive

Chairman, Chief Executive Officer and the Manager of Performance & Talent attend meetings by invitation and

provide advice to the Committee to enable it to make informed decisions. Other employees attend from time to

time at the invitation of the Remuneration Committee Chair, when this is appropriate. No Director is involved in

determining his or her own remuneration.

The Committee also meets without management and has received information and advice from Kepler Associates

(now a part of Mercer), an independent executive remuneration consultancy firm appointed by the Committee

in 2012. In 2015, Kepler Associates provided advice to the Committee on its review of remuneration and other

remuneration matters including market trends, Executive Directors’ remuneration benchmarking and the incentive

plan rules.