Our extraordinary general meeting (EGM), which took place in 2021, approved the amendments to the Articles of Association (AoA). These updates have been successfully reflected in the Ministry of Commerce and Industry (MOCI) records according to Kuwaiti laws and CMA regulations.
Zain’s success is dependent on its willingness to understand the environment in which it operates while aiming to achieve profitable growth. The company views this economic instability as being challenging, though opportunities still exist. Unflinching governance principles ensure the effectiveness of the Board and are key to maintaining the trust of investors. In 2015, Zain was an early adopter of the new governance regulations issued by the Capital Markets Authority (CMA) in Kuwait, which oversees and defends the interest of all stakeholders. The company has and shall continue to drive the accountable, value-driven management through its transparent system of corporate governance.
VALUES & POLICIES
Stakeholders: Internal and External
Zain’s Board and Management decisions can significantly influence actions and expectations made by many stakeholders - including customers, suppliers, dealers, employees, regulatory authorities, investors and others. For this reason, the company has created a variety of channels to communicate with each type of stakeholder. This has promoted a better understanding of stakeholder expectations, helping to address their specific requirements efficiently. The Board and Management are responsible for the protection of stakeholders’ rights and ensure that the changes in the laws, bylaws and instructions issued by regulatory entities have been reflected in the company’s internal policies and corporate culture. An effective Board oversight and supervisory role is the backbone of a sound corporate governance framework
VALUES & POLICIES
Taking Transparency to the Next Level
The company’s goal is to enable more effective communication methods with all stakeholders, and to provide conclusive and informative reports. These objectives are in line with Zain’s goal to become more transparent. One of the key aspects of the Corporate Governance section is the disclosure archive which includes all disclosures to the Kuwait Stock Exchange over the past five years, in compliance with CMA requirements. Zain believes that transparency and disclosure are fundamental to the way it does business striving at all times to ensure that investors, customers, employees, suppliers and all parties with whom it conducts business can rely on the company to operate in a responsible and ethical manner.
The ethical guidelines of the Code of Conduct exist to guide and to empower the Board and Management to make the right choices — as individuals and as a company. Adhering to the Code of Conduct is the responsibility of each and every employee in Zain Group and across the operating companies. By doing so Zain can have a positive impact in the industry, communities in which it operates, and beyond — and build a company all can be proud of, where corporate responsibility is a key competitive advantage.
02
INTEGRITY
Zain’s Code of Conduct requires that any business dealings are to be undertaken with the upmost honesty, integrity and fairness. To uphold this, Zain, its suppliers, business partners, intermediaries and agents are expected to carry on business with the highest levels of integrity, honesty, fairness and responsibility. Zain’s Code of Conduct also requires that these stakeholders ensure they have adopted a similar approach to conducting their businesses. Zain recognizes that its Code of Conduct will evolve over time to reflect the changes in the legislative and corporate environment. Accordingly, the company has developed a policy of ongoing review and revision of the document that will allow it to continually improve Zain’s ability to conduct business in compliance with the highest standards of honesty, fairness, transparency and integrity.
03
CONFLICT OF INTEREST
Zain is committed to professionally managing potential conflicts of interest that may arise, and is dedicated to meeting the company’s obligations to maintain and operate effective organizational and administrative arrangements. Existing policies ensure that appropriate procedures and measures are in place to identify and effectively manage any relevant or material conflict of interest. These policies also guarantee that the Board appropriately deals with actual, potential and perceived conflict of interest and all decisions are made in the best interests of the company.
04
CONFIDENTIALITY
Members of the Board and the Executive Management as well as all employees must maintain the confidentiality of information entrusted to them, except when disclosure is authorized by an appropriate legal officer of the company or required by laws or regulations. Confidential information includes all non-public information that might be of use to competitors or harmful to the company or its customers if disclosed. It also includes information that suppliers and customers have entrusted to Zain. The obligation to preserve confidential information continues even after employment ends.
05
COMPLIANCE WITH THE LAW AND REGULATIONS
Directors, management, employees and other parties shall comply with all laws, rules and regulations applicable to their capacity as part of Zain, including, among others, the disclosure and transparency of material information.
06
WHISTLEBLOWING
A whistleblowing framework is an essential best-practice, operational procedures to build a responsible, ethical organizational culture, requiring solid Board and Management support. Zain is committed to the highest standards of good governance, transparency, honesty, integrity and accountability. The company has developed its Whistleblowing policy, which sets out the guiding principles and procedures for reporting any misconduct to the designated authorities within the company so that appropriate corrective actions will be taken. This policy addresses the commitment of Zain to integrity and ethical behavior by helping to foster and maintain an environment where employees, officers and directors can act appropriately without fear of recrimination. The purpose of this policy is to provide reassurance and support to employees when raising concerns within the company. It caters for an effective and confidential investigation tool, prior to seeking resolution outside the company.
The Whistleblower is protected against unfair termination and unfair prejudicial employment practices. No Adverse Personnel Action shall be taken or recommended against any Whistleblower in retaliation against his disclosure in good faith of the alleged unethical and improper practices.
All whistleblowing done in good faith will be protected according to pillar 9, article (10/6) of the CMA’s corporate governance related regulations.
