Corporate Governance

NBK Group Board Members and the senior management are committed to the long-term success of NBK Group as a leading bank in the Middle East - generating stable and sustainable returns for the shareholders. Represented by the Board of Directors and the Executive management, the Group developed the Corporate Governance and compliance culture across all of its entities, and established sound and effective corporate. In addition Corporate Governance standards are main fundamental that are reflected in the Group strategy in particular those defined by the Central Bank of Kuwait (CBK) and other related guidelines.

The Group recognizes the importance of applying the principles and standards of good governance, as it follows the professional and ethical standards in all kind of deals, disclosure and transparency of the information accurately and in timely manner, these contribute to the development of Group work efficiency and enhancing the confidence of the shareholders, all related parties and stakeholders in the group's performance as well as the banking sector in Kuwait.

NBK Group’s Governance framework outlines a consistent approach across NBK Group entities. This framework is reviewed on a periodic basis by the Board of Directors.

NBK Group as a whole, along with the board, senior management and all employees are collectively responsible for the effective implementation of Corporate Governance framework. The board sets the “tone at the top,” the management ensures that the Corporate Governance framework is implemented through a robust set of policies and procedures, and employees follow the corporate governance requirements in their day-to-day business.

For the effective implementation of corporate governance framework, the Group formed an appropriate number of committees that are aligned with the size of the group, the nature and complexity of its activities, and the geographical distribution of the Group’s entities. The Board of Directors formed five subcommittees to enhance the Board effectiveness on important Group operations.

The mandate and responsibility of each committee are defined and delegated by NBK Board of Directors. These are documented in comprehensive charters which list the detailed terms of reference for each NBK Board Committee. All these committees are formed with Board members of NBK holding relevant experience to the scope of the committee. These include:

• Audit Committee
• Credit Committee
• Risk and Compliance Committee
• Corporate Governance Committee
• Nomination and Remuneration Committee

Role

The Board Audit Committee (BAC) is responsible for overseeing (1) The financial statements and reporting of the Group (2) Internal Controls and risk management framework (3) Internal Audit (4) Group’s relationship with its external auditors where the committee supervise and oversees the efficiency and independence of the internal and external audit operations of the Group, also oversees the preparation of the periodic financial statements and other regulatory reports The Committee is also responsible for the recruitment, dismissal, performance evaluation and remuneration recommendation of the Head of Internal Audit.

Members

• Dr. Nasser Amin Saidi
• Mr. Muthana Mohamed Al-Hamad
• Mr. Haitham Sulaiman Al-Khaled
• Dr. Robert Maroun Eid
• Mr. Farouq Ali Bastaki​

Quorum

A quorum of at least three members is required to convene a meeting. A new meeting must be convened if this quorum has not been attained. Only members of the particular committee, the Secretary of the Committee and NBK Group Chief Internal Auditor shall be entitled to attend the committee meetings. Moreover, members of management or representatives and other specialists may be invited to attend meetings at the request of the Committee.

Role

The Board Credit Committee (BCC) is responsible for review of the quality and performance of credit portfolio, oversee the effectiveness and administration of credit related policies and the review and approval of credit limits above certain thresholds.

Membership of the Credit Committee should not overlap with membership in either Board Audit Committee or Board Risk Committee. 

Members

• Mr. Hamad Mohammed Al-Bahar
• Mr. Yacoub Yousef Abdulaziz Al-Fulaij 
• Mr. Emad Mohamed Al Bahar
• Mr. Isam Jassim Al Sager​

Quorum

A quorum of at least two members is required to convene a meeting. A new meeting must be convened if this quorum has not been attained. Only members of the particular committee, the Secretary of the Committee shall be entitled to attend the committee meetings. Moreover, members of management or representatives and other specialists may be invited to attend meetings at the request of the Committee.

Role

The Board Risk and Compliance Committee (BR&CC) is responsible for the review and monitoring of the NBK Group’s risk profile, risk strategy, risk appetite and risk controls. It also manages NBK Group capital requirements by ensuring that NBK Group maintains an appropriate level and quality of capital and liquidity in line with its activities. The committee also reviews the ICAAP, stress test scenarios and the results of NBK Group. In addition, the Risk Management and Compliance Committee reviews the associated risk and compliance processes, anticipates the impact of regulatory and legal change, ensures accountability of risk management, and flags any high-risk actions/transactions. The committee is also responsible for the recruitment, dismissal, performance evaluation, and remuneration recommendation of the Group Chief Risk Officer & Group Chief Compliance and Governance Officer.

Members

• Dr. Robert Maroun Eid
• Mr. Muthana Mohamed Al Hamad
• Mr. Haitham Sulaiman Al-Khaled
• Mrs. Huda Mohammad Al Refaei
• Mr. Farouq Ali Bastaki​

Quorum

A quorum of at least three members is required to convene a meeting. A new meeting must be convened if this quorum has not been attained. Only members of the particular committee, the Secretary of the Committee shall be entitled to attend the committee meetings. Moreover, members of management or representatives and other specialists may be invited to attend meetings at the request of the Committee.

In the absence of the Committee Chairman, the present remaining members shall elect one of themselves to chair the meeting.

Role

The Corporate Governance Committee supports the NBK Board in the review of NBK Group corporate governance principles and practices at regular intervals, as well as the supervision of NBK Group Corporate Governance Office. 

The Corporate Governance Committee is responsible for monitoring the robustness of Corporate Governance policies and procedures developed, and the effective implementation of the disclosure framework. Furthermore, the CG Committee supervises the process of monitoring and reporting of conflict of interest & related party transactions.

Members

• Mr. Hamad Mohammed Al-Bahar
• Mr. Yacoub Yousef Abdulaziz Al-Fulaij 
• Mrs. Huda Mohammad Al Refaei
• Mr. Abdulwahab Ahmed Al Bader​
• Mr. Muthana Mohamed Al Hamad

Quorum

A quorum of at least three members is required to convene a meeting. A new meeting must be convened if this quorum has not been attained. Only Members of the Committee and the Secretary of the Committee shall be entitled to attend the Committee meetings. However, members of management or representatives and other specialists or professional advisors may be invited to attend meetings at the request of the Committee.

Role

NBK Board Nomination and Remuneration Committee is responsible for the review of the NBK Group’s remuneration framework and overseeing the NBK Group succession plan formulation process, suggesting recommendations with respect to NBK Executive Management remunerations. In addition, the Committee is responsible for the nomination of potential members, on boarding, training of new members  and raising the awareness of the NBK Board of Directors.  The  Committee also initiates and oversees the evaluation process of the NBK Board and NBK Committees. The committee is supported by the NBK Group’s Corporate Governance Office. 

Members

• Mr. Muthana Mohamed Al Hamad
• Mr. Haitham Sulaiman Al-Khaled
• Mr. Emad Mohamed Al Bahar
• Mr. Abdulwahab Ahmed Al Bader​

Quorum

A quorum of at least three members is required to convene a meeting. A new meeting must be convened if this quorum has not been attained. Only Members of the Committee and the Secretary of the Committee shall be entitled to attend the Committee meetings. However, members of management or representatives and other specialists or professional advisors may be invited to attend meetings at the request of the Committee.

The implementation and maintenance of corporate governance frameworks across the NBK Group is of paramount importance to the NBK Board, and the management. The NBK Group therefore has established a centralized CGO to support and maintain the corporate governance practices across the NBK Group to ensure the quality of implementing Corporate Governance framework to support NBK Board, the Chairman and other committees in fulfilling their administrative duties. CGO consists of the following units:

Investor Relations - Responsibilities include: enhancing the transparency and flow of information to investors

Corporate Governance Quality Control - Responsibilities include: reviewing, monitoring and enhancing the quality of the corporate governance framework and benchmarking to the best international practices

Disclosure & Transparency Unit - Responsibilities include: ensuring the accuracy and the timely disclosure of information as a centralized and independent function at the Group level

Group risk Management and Group Compliance and Governance are a key component of banks’ second line of defense, for monitoring and reporting risks-related practices and managing compliance risks, they function with direct reporting to Board Risk and Compliance Committee, which is part of Board of Directors that is responsible for identifying and assessing key risks, measuring the levels of risk exposure, monitoring exposure levels in light of the risk appetite, monitoring risk of non-compliance with applicable laws and regulations, determining capital requirements on a regular basis, following up and evaluating decisions relating to certain risks.

NBK Group's risk management framework is integral to its operations and culture and it seeks to manage risk in a structured, systematic manner through a global risk policy, which embeds comprehensive risk management into the organizational structure, risk measurement and monitoring processes.

Ultimate responsibility for setting out risk appetite and effective management of risk rests with the Board. This is managed through the Board Risk and Compliance Committee (the "BRCC") and the Group Executive Committee (the "EC"). These committees ensure that risk-taking authority and policies are effectively communicated from the Board to the relevant business units. The Group's risk management, compliance management and internal audit functions assist executive management in controlling and actively managing the Group's overall risk profile.

The key features of the Group's comprehensive risk management policy are:

• The Board provides overall risk management direction and oversight
• The Group's risk appetite is reviewed by the BRCC and ultimately approved by the Board
• Risk management focused on compliance with applicable laws, regulations and internal policies is intrinsically embedded in the Group's process and is a core competency of all its employees
• The Group manages its credit, market, liquidity and operational risks in a coordinated manner within the organization
• The Group’s internal audit provides independent validation of the adequacy and effectiveness of the risk management framework on a Group-wide basis

Group Risk Management Structure

The structure of the Risk Management function consists of the following departments:

• Domestic Credit Risk Management
• International Credit Risk Management
• Operational Risk Management
• Insurance and Risk Financing
• Credit Administration
• IT Risk Management and Business Continuity

The Group Risk Management, which is headed by the Group Chief Risk Officer (“GCRO”), reports directly to the BRCC and is responsible for:

• Identifying and assessing the key risks faced by the Group
• Measuring the Group's exposure to those risks
• Monitoring this exposure in light of the Group's risk appetite, as approved by the Board
• Determining the Group's corresponding capital needs on an ongoing basis
• Monitoring and assessing major decisions related to risk-taking
• Following up and evaluating decisions related to certain risks

The risk management function assists senior management in controlling and actively managing the Group's overall risks and risk profile. The function also ensures that:

• The Group's overall business strategy is consistent with the risk appetite approved by the Board of Directors and allocated by the EC
• Risk policies, procedures and methodologies are consistent with the Group's risk appetite
• Appropriate risk management architecture and systems are developed and implemented
• Risks and limits of the portfolio are monitored throughout the Group, including at appropriate "regional" levels

NBK Group and Group Risk Management regularly assess the adequacy and effectiveness of the risk management framework in light of the changing risk environment.

The Group Compliance and Governance is a part of NBK Group’s culture of complying and operating in accordance to regulatory and legislative frameworks, where Group Compliance and Governance attempts to enhance sound practices and ensure that Bank does not violate any requirements set by legislators and regulatory Bodies either in Kuwait or other countries where Group operates.

The Compliance and Governance function is a key component of the Bank’s second line of defense for managing compliance risks, the Group supervises and participates in placing internal procedures in conformity with regulations. Its main role is to support the Bank and its Management in managing the compliance risks, embedding and improving the compliance arrangements in all levels and structures of the Bank, in order to ensure that the bank operates with integrity and adheres to applicable laws, regulations and internal policies.

The key features of the Group's comprehensive policy of managing compliance risks and embedding sound governance principles are:

• The Board provides overall guidance to implement compliance culture and sound corporate governance principles across the bank
• The Group's compliance and governance policies and procedures are reviewed by the Board Risk and Compliance Committee and ultimately approved by the Board
• Comprehensive reports concerning level of compliance and associated risks are presented to Board and Board Risk and Compliance committee
• The Group coordinated and work with Bank’s Management under the supervision of Board of directors
• The Group internal audit provides independent validation of the adequacy and effectiveness of the Group Compliance and Governance framework on a Group-wide basis

Group Compliance and Governance Structure

The structure of the Group Compliance & Governance consists of the following departments:

• Regulatory Compliance
• Corporate Governance and Capital Markets Authority Compliance
• Anti-Financial Crime
• Credit Compliance
• Impairments Compliance and Regulatory Reporting
• Model Compliance

The Group Compliance and Governance is headed by the Group Chief Compliance and Governance Officer ("GCC&GO"), who reports directly to the Board Risk and Compliance Committee (“BRCC”), Group Compliance and Governance has the following objectives and responsibilities:

• Identify, assess, monitor and report on the compliance risks faced by NBK Group
• Review the compliance risk processes that are in place to anticipate and effectively manage the impact of regulatory change on the Group’s operations
• Ensure NBK Group and each subsidiary and branch in every jurisdiction of operation abides by all relevant laws and regulations applicable to each of them
• Assess/Review the implementation of compliance procedures needed to verify compliance with the laws, regulations, procedures and directives issued by the Central Bank of Kuwait, the Capital Markets Authority and relevant Regulatory Bodies
• Ensure the Bank’s compliance with the regulations related to Anti-Financial Crime and the Foreign Account Tax Compliance Act (FATCA), Common Reporting Standard (CRS) and other similar applicable regulations
• Ensure sound Corporate Governance implementation across the Group

NBK Group remuneration process and its development are governed by the NBK Board Nomination and Remuneration Committee with the NBK Board holding the overall responsibility.

The NBK Remuneration Policy sets out key aspects and components of the remuneration of the NBK Executive Management and other employees. The NBK Group follows a consistent approach in applying the Remuneration Policy.

The policy stipulates the linkage to the NBK Group’s long-term strategic objectives and its risk- taking. NBK Group differentiates between remuneration of Senior Management, Material Risk-Takers and Control Functions. These are linked to key performance indicators subject to risk-adjusted approach.

NBK Group applies a deferment approach up to three years (final vesting of the variable component). Vesting of the variable component is subject to achieving the long-term performance targets and risk materialization. Claw-back applies on the vested portions in case of not meeting long-term targets or risk materialization.

NBK Group is committed to providing timely, consistent, and accurate information to its stakeholders, which is consistent with legal and regulatory requirements within transparency framework. It ensures consistent disclosure practices are applied and all members of the business community, including individual investors, have prompt and simultaneous access to the disclosed information. Accordingly, the NBK Group has adopted a Disclosure and Transparency Policy containing the details of its disclosure requirements (financial, non-financial and regulatory disclosures), the guidelines for the NBK Group’s internal communication mechanisms and continuous coordination.

NBK Group Disclosure and Transparency Unit is an independent centralized function responsible for administering and organizing the disclosure process within the NBK Group. It is also responsible for providing timely, accurate, high-quality and consistent information to internal and external stakeholders.

NBK Group and its subsidiaries (both local and overseas) cooperate with all regulatory authorities in jurisdictions where it operates, supplying them with accurate and timely information according to requirements of all applicable laws and regulations. The NBK Group Compliance Officer is responsible for dealing and communicating with the relevant regulatory authorities.

The disclosure framework covers the key quantitative and qualitative information related to financial performance and financial stability, risk management factors, remuneration, corporate governance, related-parties transactions, conflict of interest, substantial changes on business and others.

The shareholders have delegated the authority and responsibility for supervision and management of NBK Group to NBK Board, which in turn has delegated the authority and responsibility of NBK Group’s day-to-day operations to NBK Executive Management.

Shareholders’ rights are regulated by the companies’ laws, and include, but are not limited, to the following:

• Receive shares of dividends allocated for distribution 
• Attend the NBK Group’s Annual General Meeting (AGM)
• Participate in deliberations, vote on General Assembly resolutions
• Disposal of shares
• Peruse the NBK Group's records and documents with the permission of the NBK Board of Directors or the General Assembly pursuant to the NBK Group's Memorandum and Articles of Association
• Exercise their rights duly and indiscriminately
• Be aware of the rules which govern the voting procedures and Annual General Meeting
• Be aware of any information with regard to the NBK Group's plans before voting in meetings or any other information

For more information, visit Investor Relations.

Customers

The NBK Group protects and abides by the rights provided to customers which include, but are not limited to, the following:

• Fair and equal treatment
• Present the available products accurately and transparently
• Participation in customer satisfaction survey and handling individual  customer complaints 

Employees

The NBK Group protects and abides by the rights provided to employees which include, but not limited to the following:  
Working in an environment with transparency

• Contributing to employee talent-management schemes
• Transparent remuneration and compensation structure
• Access to the NBK Whistle-Blowing Policy

Community (Corporate Social Responsibility)

The NBK Group has been at the forefront of corporate leadership, devoted to corporate social responsibility. It is a responsibility the NBK Group takes seriously. The NBK Group strives to consistently integrate social growth and development as a fundamental part of the NBK Group’s missions and objectives.