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Governance Policies 2020

About the corporate governance report 2020

Aleid Foods has always complied to the ethical and professional standards of corporate governance to protect the interests of our community as a whole.

About the Board of Directors’ formation, as follows:

NameMember’s classification (executive/ non-executive/independent/secretary)Academic qualification and career experienceDate of election/appointment of secretary
Fahad Saud Al-MutairiNon-ExecutiveHigh School01/05/2019
Abdullah Saud Al-MutairiNon-ExecutiveHigh School01/05/2019
Mohammad Saud Al-MutairiExecutiveBachelor’s Electric Engineering And Electronics01/05/2019
Mohammad Taha Abdul Sameea IndependentBachelor’s Accounting01/05/2019
Bassam Abdulrahman Al-BadriIndependentHigh School01/05/2019
Hussam Abdulraheem AhmadSecretaryHigh School01/05/2019
NameFahad Saud Al-Mutairi
Director Classification (Executive,
Non-Executive, Independent, Secretary)
Non-Executive
Degree and experienceHigh School
Date of election / appointment of Secretary01/05/2019
NameFahad Saud Al-Mutairi
Member’s classification (executive/ non-executive/independent/secretary)Non-Executive
Academic qualification and career experienceHigh School
Date of election/appointment of secretary01/05/2019
NameAbdullah Saud Al-Mutairi
Member’s classification (executive/ non-executive/independent/secretary)Non-Executive
Academic qualification and career experienceHigh School
Date of election/appointment of secretary01/05/2019
NameMohammad Saud Al-Mutairi
Member’s classification (executive/ non-executive/independent/secretary)Executive
Academic qualification and career experience

Bachelor’s Electric Engineering And Electronics

Date of election/appointment of secretary01/05/2019
NameMohammad Taha Abdul Sameea
Member’s classification (executive/ non-executive/independent/secretary)Independent
Academic qualification and career experience

Bachelor’s Accounting

Date of election/appointment of secretary01/05/2019
NameBassam Abdulrahman Al-Badri
Member’s classification (executive/ non-executive/independent/secretary)Independent
Academic qualification and career experienceHigh School
Date of election/appointment of secretary01/05/2019
NameHussam Abdulraheem Ahmad
Member’s classification (executive/ non-executive/independent/secretary)Secretary
Academic qualification and career experienceHigh School
Date of election/appointment of secretary01/05/2019

About the Board of Directors’ meetings in 2020

DirectorMeeting number 1 held on 01/03/2021Meeting number 2 held on 20/05/2021Meeting number 3 held on 30/05/2021Meeting number 4 held on 02/08/2021Meeting number 5 held on 01/11/2021Meeting number 6 held on 26/12/2021Number of meetings
Fahad Saud Al-Mutairi6
Abdullah Saud Al-Mutairi6
Mohammad Taha Abdul Sameea 6
Bassam Abdulrahman Al-Badri6
Mohammad Saud Al-Mutairi6
DirectorFahad Saud Al-Mutairi
Meeting number 1 held on 01/03/2021
Meeting number 2 held on 20/05/2021
Meeting number 3 held on 30/05/2021
Meeting number 4 held on 02/08/2021
Meeting number 5 held on 01/11/2021
Meeting number 6 held on 26/12/2021
Number of meetings6
DirectorAbdullah Saud Al-Mutairi
Meeting number 1 held on 01/03/2021
Meeting number 2 held on 20/05/2021
Meeting number 3 held on 30/05/2021
Meeting number 4 held on 02/08/2021
Meeting number 5 held on 01/11/2021
Meeting number 6 held on 26/12/2021
Number of meetings6
DirectorMohammad Taha Abdul Sameea
Meeting number 1 held on 01/03/2021
Meeting number 2 held on 20/05/2021
Meeting number 3 held on 30/05/2021
Meeting number 4 held on 02/08/2021
Meeting number 5 held on 01/11/2021
Meeting number 6 held on 26/12/2021
Number of meetings6
DirectorBassam Abdulrahman Al-Badri
Meeting number 1 held on 01/03/2021
Meeting number 2 held on 20/05/2021
Meeting number 3 held on 30/05/2021
Meeting number 4 held on 02/08/2021
Meeting number 5 held on 01/11/2021
Meeting number 6 held on 26/12/2021
Number of meetings6
DirectorMohammad Saud Al-Mutairi
Meeting number 1 held on 01/03/2021
Meeting number 2 held on 20/05/2021
Meeting number 3 held on 30/05/2021
Meeting number 4 held on 02/08/2021
Meeting number 5 held on 01/11/2021
Meeting number 6 held on 26/12/2021
Number of meetings6

Building a balanced structure for the Board of Directors

Board of Directors’ Formation Standards

1 – The Board of Directors consists of five members. 
2 – The Board of Directors includes one executive member and four non-executive members, including two independent members.

a) The Board of Directors organizes its business and allocates sufficient time to assume its tasks and responsibilities

  • Meetings of the Board of Directors in 2021: One meeting in the first quarter, two meetings in the second quarter, one meeting in third quarter and two meetings in the fourth quarter.
  • The Board of Directors’ meeting was held with all members in attendance.
  • The Board of Directors’ meeting is held following an invitation from the Chairman.
  • An emergency Board of Directors’ meeting can be held based on a written request submitted by two members.
  • The company’s contract and statute organize the process of attending meetings of the Board of Directors, in addition to dealing with cases of members’ absences.
  • Members of the Board of Directors are provided with the board’s agenda that includes specific topics supported by required documents and data, at least three business days prior to the board’s meeting.
  • The Board of Directors approves the agenda during its meeting. In case any member makes an objection, it is included in detail in the meeting’s minutes.
  •  

b) Recording, formatting and saving the minutes of the Board of Directors’ meetings

  • The company has a special register where the minutes of the Board of Directors’ meetings are registered in sequential numbers based on the years when the meetings are held. The meeting’s location, date, as well start and end timing are registered.
  • The board’s secretary is appointed by the company’s employees based on the Board of Directors’ decision.

Clause 1: The company must specify the roles, responsibilities and functions of the Board of Directors and Executive Management, as well as the authorities delegated to the Executive Management

  • The roles and responsibilities of both the Board of Directors and the Executive Management are clearly defined in the policies and regulations approved by the Company’s Board of Directors.
  • The responsibilities of the Board of Directors are clearly defined in the Articles of Association of the company.
  • None of the parties in the company have absolute powers, and the Board does not issue general and unlimited mandates.
  • The Board of Directors performs the roles and responsibilities assigned to it in accordance to the principles of corporate governance.
  • The Chairman of the Board of Directors performs the roles and responsibilities entrusted to him in accordance to the principles of corporate governance.
  • The Executive Management performs the roles and responsibilities that must be adhered to in accordance to the principles of corporate governance.

Clause 2: Achievements of the Board of Directors during the year

  • The Board of Directors endeavored to increase “revenues” by introducing new products and expanding the customer base.
  • The Board of Directors signed with new commercial brands in order to reduce costs.
  • The Board of Directors launched new offers in stores at affordable prices to the consumer.

Clause 3: Formation of Committees with the Board of Directors

1- The Audit Committee:

1- Mr. Mohammad Taha Abdul Sameea: Chairman of the Committee

2- Mr. Mohamed Sayed Thabet: Member

3- Mr. Mahmoud Hosni Abdel Razek: Member

4- Mr. Mohamed Sherif Boutiotel Tazha: Internal Auditor

Functions of the Audit Committee

  • Ensure the validity of financial and non-financial reports and the extent of reliance on them by auditing the financial statements
  • Ensure compliance with applicable laws and regulations
  • Prepare detailed and periodic reports based on the outcome of the audit responsibilities

Achievements of the Audit Committee

  • During the year 2019, the Audit Committee reviewed relevant financial and administrative information.
  • In accordance with international accounting standards and corporate law, it has prepared periodic reports and presented them to the Board of Directors.
  • The Audit Committee was formed on March 13, 2016, for the term of one year. The Committee was reconstituted on March 6, 2017 for the term of one year.
  • The term of the Audit Committee was one year and was reconstituted on March 12, 2018 with a term of one year. The Committee was formed on March 18, 2019, and was reconstituted on March 10, 2020 for one year.

Number of meetings: 4 meetings in 2020

2- The Risk Committee:

 1- Mr. Mohammad Taha Abdul Sameea: Chairman of the Committee

2- Mr. Mohamed Sayed Thabet: Member

3- Mr. Mohamed Sherif Boutiotel Tazha: Member

Functions of the Risk Committee

  • Assess risks and identify their impact and likelihood of recurrence
  • Monitor and follow up on new sources of risk or failure in controlling previous risks
  • Prepare detailed and periodic reports on the impact of risks that have occurred and propose solutions

Achievements of the Risk Committee

  • The Risk Committee studied the regulatory requirements and, as a food company, monitored food prices in comparison to competition in local and foreign markets.
  • The Risk Department followed up on the performance of each department separately and submitted reports to the Board of Directors.
  • The date of formation of the Risk Committee was on March 13, 2016, and its term was one year. The Committee was reconstituted on March 6, for the term of one year.
  • The term of the Risk Committee was one year, and was reconstituted on March 12, 2018 and its term was one year. The committee was reconstituted on May 6, 2020 for one year.

Number of meetings: 4 meetings in 2020

3- The Nomination and Remuneration Committee:

 1- Mr. Mohammad Taha Abdul Sameea: Chairman of the Committee

2- Mr. Mohamed Sayed Thabet: Member

3- Mr. Mahmoud Hosni Abdel Razek: Member

4- Mr. Hussam Abdulraheem Ahmad: Member

Functions of the Nomination and Remuneration Committee

  • Recommend the nomination and re-nomination for the Board of Directors and Executive Management.
  • Establish a clear policy for remuneration for the Directors of the Board and Executive Management.
  • Attract professionals and talents for executive positions as needed.
  • Prepare a detailed annual report on all remunerations granted to the Board of Directors and Executive Management, whether in cash or benefits.

Achievements of the Nomination and Remuneration Committee

  • The Committee met once and recommended that no remuneration be paid to the Board of Directors and Executive Management.
  • The formation of the Nominations and Remuneration Committee was on May 12, 2016, and its term was one year. The Nominations and Remuneration Committee was reconstituted on May 10, 2017 and its term was one year. It was reconstituted on May 14, 2018 and its term was one year, and the committee was formed on May 5, 2019 and its term is one year. The committee was reconstituted on May 6, 2020 for one year 

Number of meetings: One meeting in 2020

Clause 4: A mechanism has been set up to allow the Board of Directors to obtain accurate and timely information and data.

• The company has an effective mechanism that allows the Board of Directors in general and non-executive and independent members of the Board in particular to obtain necessary information and data that enable them to carry out their duties.

Clause 1: The Board of Directors shall form a committee to prepare recommendations on nominations to positions in the Board of Directors and Executive Management, as well as nominations for policies and regulations of remunerations, compensations and bonuses.

  • A committee emanating from the Board of Directors was formed to manage nominations and remunerations. The Board determined the duration of the committee’s membership and the method of work.
  • Number of members in the Nomination and Remuneration Committee: 4 members.
  • Chairman of the Nomination and Remuneration Committee: Non-executive member.
  • One member of the Nomination and Remuneration Committee: An independent board member.
  • The Nomination and Remuneration Committee carries out the roles and responsibilities that must be adhered to in accordance with the principles of corporate governance.
  • The Nomination and Remuneration Committee met once in 2020 and minutes of the meeting were recorded.

Clause 2: Remuneration report for the Board of Directors and Executive Management.

 • The Board of Directors decided, based on the recommendation of the Nominations and Remuneration Committee, not to pay bonuses to the Board of Directors and Executive Management.

Clause 1: Written undertakings must be made by both the Board of Directors and Executive Management of the integrity of the financial reports prepared by the company.

  • The Executive Management pledges to the company’s Board of Directors in writing that the company’s financial reports are presented in a sound and fair manner and that they review all operational data and results, in addition to being prepared in accordance with approved international accounting standards.
  • The annual report submitted to shareholders by the company’s Board of Directors includes an undertaking of the safety and integrity of all financial statements as well as reports related to the company’s activity.

Clause 2: The Board of Directors should establish an Audit Committee whose primary role is to ensure the integrity of financial reports and internal control systems.

  • A committee emanating from the Board of Directors was formed to manage nominations and remunerations. The Board determined the duration of the committee’s membership and the method of work.
  • Number of members of the audit committee: 4 members.
  • A member of the Audit Committee is an independent Director.
  • The Audit Committee cannot include the Chairman or an Executive Director.
  • Members of the Audit Committee have academic qualifications and practical experience in accounting and financial auditing.
  • The Audit Committee carries out the duties and responsibilities that must be adhered to in accordance with what is stipulated in the corporate governance rules.
  • The Audit Committee met four times during the year and on a quarterly basis, with the minutes of its meeting recorded.
  • The Audit Committee holds regular meetings with the external auditors.
  • The Audit Committee holds at least four meetings during the year with the internal auditor.

Clause 3: The recommendations of the Audit Committee do not conflict with the decisions of the Board of Directors.

Clause 4: The independence and impartiality of the external auditor and its Board of Directors must be assured.

  • The company’s external auditor and its Board of Directors have been appointed in accordance with the principles of corporate governance.

Clause 1: The company must have a separate department / office / unit for risk management that works on identifying, measuring and following up on risks to which the company is exposed.

  • The company has an independent department / office / unit that works on identifying, measuring, following up and controlling all risks to which the company is exposed.
  • The risk department / office / unit develops effective systems and procedures for risk management and reviews transactions in accordance to the principles of corporate governance.
  • The risk department / office / unit has qualified professionals with the competencies and technical capabilities.
  • Those in charge of risk management are independent through being directly affiliated with the Risk Committee, as well as hold authorities without giving them the power and access to financial powers.

Clause 2: The Board of Directors must form a committee specialized in risk management, whose primary role is to set policies and regulations for risk management, in line with the company’s propensity to assume risks.

  • A committee emanating from the Board of Directors was formed to deal with risk management. The Board determines the term of membership of the committee members and the method of work.
  • Number of members of the Risk Committee: 3 members.
  • The Chairman of the Risk Committee is a non-executive member, and the Chairman of the Board of Directors may not be a member of this committee.
  • The Risk Committee carries out the roles and responsibilities that must be adhered to in accordance with the principles of corporate governance.
  • The Risk Committee met four times during the year, with the minutes of its meeting recorded.

Clause 3: The company must ensure the adequacy of its internal control and audit systems.

  • The company has internal control and audit systems that cover all of the company’s activities.
  • The organizational structure of the company reflects the principles of internal control of the dual control process (Four Eyes Principles)
  • The company has established an internal audit department / office / unit that has complete independence and reports to the Audit Committee and Board of Directors.
  • The Director of the internal audit department / office / unit has been appointed by the Board of Directors and based on the nomination of the Audit Committee.
  • The Audit Committee defines the roles and responsibilities of the internal audit department / office / unit.
  • The internal audit department / office / unit prepares a report that includes a review and evaluation of the internal control systems applied in the company in accordance with the principles of corporate governance.
  • An independent audit office has been assigned to evaluate and review the company’s internal control systems and prepare a report that includes an internal control report, which is provided to the Capital Markets Authority (CMA) on an annual basis.
  • Another audit office reviews and evaluates the performance of the internal audit department / office / unit periodically every three years, provided that the internal audit committee and the Board of Directors are given a copy of the report.

Clause 4: The company has an independent unit for internal auditing nominated according to their academic qualifications and experience in internal auditing and auditing. It submits periodic reports on auditing, and the Audit Committee, Board of Directors and Executive Management are provided with internal audit tasks.

The Director General of Internal Audit submits a report to the Audit Committee.

Clause 1: The company must establish a business charter that includes standards and policies for professional behavior and ethical values.

  • A business charter has been developed in the company that includes the policies and standards stipulated by the principles of corporate governance.

Clause 2: The Board of Directors shall establish policies and mechanisms for limiting conflict of interest cases and methods for dealing with them.

  • The company’s Board of Directors has a policy on conflict of interest, in accordance with the principles of corporate governance.
  • The Chairman of the Board of Directors informs the Annual General Meeting (AGM) of the business and contracts in which one of the members of the Board of Directors has a personal interest in it. A report from the auditor is attached to the report.

Clause 1: The Board of Directors shall put in place mechanisms for accurate and transparent disclosures.

  • The Board of Directors established the mechanisms of disclosure in accordance with the provisions of corporate governance.

Clause 2: The company shall keep a record the disclosed members of the Board of Directors and Executive Management as requested by the regulatory authorities as well as update them periodically.

The Board of Directors is responsible for ensuring the safety, accuracy and integrity of information disclosed through established control systems and processes necessary to implement sound policies for disclosures.

Clause 3: The Investors Relations Unit has been established to perform the tasks of serving investors.

Clause 4: The Board of Directors developed the infrastructure for information technology. The company has a website which discloses of important company information and is updated regularly.

Clause 1: The company must define and protect the rights of shareholders and ensure fairness and equality among all shareholders, regardless of their levels.

  • The company’s Articles of Association and internal regulations include the procedures and controls necessary that enable shareholders to exercise their rights without any discrimination, in accordance with the principles of corporate governance.     

Clause 2: The company must monitor the accuracy and follow up on shareholder information.

  • A company record is available at the Kuwait Clearing Company, in which the names of shareholders, their nationalities, address, contact information, and number of shares owned are recorded.
  • The company allows shareholders to view shareholders’ records. Data contained in the aforementioned records are dealt with according to the highest degree of protection and confidentiality, in a manner that does not conflict with the CMA law and executive bylaws and the instructions and regulatory controls stipulated in them.

Clause 3: The company shall encourage shareholders to participate and vote in the meetings of the company’s annual meetings.

  • The AGM is organized in accordance with the principles of corporate governance, as well as regulatory laws, regulations and instructions.
  • The AGM agenda includes the minimum required items according to the principles of corporate government.

• The company enables all shareholders to exercise their right to vote without obstacles that could create obstacle for voting.

Clause 1: The company must put in place systems and policies that ensure the protection of stakeholders’ rights.

  • The company has a policy that includes the rules and procedures that protect and recognize the rights of stakeholders and allow them to obtain compensation in the event of violating any of their rights in accordance with the principles of corporate governance.
  • None of the stakeholders gets an advantage when taking part in contracts and deals with the company’s business activities.
  • The company has internal policies and regulations that include a clear mechanism for awarding contracts of all kinds, through tenders or purchase orders. the mechanism is fully disclosed.

Clause 2: The company should encourage stakeholders to reviewing the company’s business activities.

  • The company has mechanisms to ensure maximum benefit from the contributions of stakeholders and invites them to pursue its activities in a manner that preserve the interest of all parties and in accordance with the principles of corporate governance.

Clause 1: The company must set up mechanisms that allow the Board of Directors and Executive Management to participate in continuous training programs and courses.

  • The company has mechanisms that provide training to the Board of Directors and Executive Management, in accordance with the principles of corporate governance.

Clause 2: The company is required to set up systems and mechanisms for evaluating the performance of the Board of Directors and Executive Management.

  • The company has systems and mechanisms to periodically evaluate the performance of each member of the Board of Directors and Executive Management.
  • The company has set Key Performance Indicators (KPIs) to evaluate the performance of the Board of Directors and Executive Management on an annual basis, in accordance with the principles of corporate governance.

Clause 3: The Board of Directors must continuously emphasize on the importance of value creation for the employees by focusing on achieving the strategic objectives, improve performance, and comply with laws and instructions, especially those of corporate governance.

• The company has an integrated reports system that helps in achieving the company’s strategic goals and creating institutional values ​​according to the principles of corporate governance.

Clause 1: The company should strive to set a policy that guarantees the right balance between its goals and those of the society.

  • The company has a policy that aims to achieve a balance between the goals of the company and those of the society, which seeks to support the achievement of just living, social and economic conditions within the communities in which the company operates and in accordance with the principles of corporate governance.

Clause 2: The company participates in social initiatives and programs, participating in exhibitions, shows, and continuously launching offers and gifting programs during national holidays and days.

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