Gulf Cable has developed and adopted corporate governance standards in line with the leading practices and Capital Markets Authority (CMA) guidelines.

The Company’s efforts are to promote the governance and compliance culture throughout the Company and in all business aspects. The Company’s Board of Directors and Executive Management spared no effort to oversee and ensure the full implementation of corporate governance practices. To this end, the Company’s well-balanced organization structure supports the supervisory role entrusted to the Board by laying down an effective governance framework that is consistent with the expectations of regulatory bodies and the other stakeholders.

The Board and its committees, supported by the current governance structure, are responsible for oversight over the implementation of governance practices. Within this context, the current governance structure acts as a direct link between the Board and Executive Management. The Board and its committees individually monitor the performance of the Executive Management in implementing the approved charters, policies and procedures and the other elements of corporate governance.

The role of the Board is to govern the Company. The Board of Directors will exercise its duties collectively and independently, and will devote sufficient time to its responsibilities, and work in good faith and in total dedication to the interests of the company and its shareholders.

The Board strives to realize its objectives and discharge its responsibilities in accordance with its charter. It assumes the overall responsibility for the effective management and controls in the Company. Moreover, the Board is responsible towards the shareholders for ensuring that the Company’s objectives are consistent with the expectations of the shareholders and stakeholders. The Board laid down sound governance standards through a set of policies, processes and procedures and assumed the responsibility for oversight over corporate governance by monitoring the performance of the Executive Management and ensuring the Company’s objectives are managed in an effective manner in line with the applicable regulations and code of ethics.

The Board’s Committees

The Board’s Committees consist of the Risk Committee, Audit Committee and Nomination and Remuneration Committee. Each Committee composed of three members, including an independent member. The Risk and Audit Committees are entrusted with a supervisory role and assists the Board in monitoring the efficiency and independence of internal audit and assessment of risk management and compliance. The Nomination and Remuneration Committee shall assist the Board with respect to the nomination and remuneration of Board and Executive Management members, development of policies and submission its recommendations.

Risk Committee

 The Committee provides the Board with the necessary oversight on risk management practices.

 Audit Committee

The Committee assists the Board in providing oversight of the financial reporting process, the audit process, the system of internal controls and compliance with laws and regulations.

Nomination and Remuneration Committee

The Committee is responsible for the nomination of the Board members, Board committee members, and the Executive management members. In addition, it sets the principles, parameters and governance framework of the Company’s remuneration policy and the remuneration of Board of directions and Senior Executives.

Confidentiality

The Board, Executive Management and personnel are committed to maintain confidentiality of all information relating to the Company’s business, stakeholders and financial affairs. Rules of secrecy issued by the regulatory authorities are strictly abided by, as the Company adopts the regulations, and take the necessary actions, to preserve the secrecy of the information not in the public domain.

Conflict of Interests

The Company adopts a Conflict of Interest Policy that covers the fair practices and behaviors the Company expects from Board members and personnel. The Board monitors and addresses any probable conflict that may adversely affect the company.

The Company always works on identifying, treating and reporting situations constituting conflicts of interest; as to ensure that all conflicts of interest are dealt with and addressed expeditiously.

Shareholders Rights

The Company’s governance system ensures that the shareholders can exercise their rights in a fair and equal manner which would guarantee the equal treatment and protection of all the shareholders from any abuse done by the company’s managers, and Board of Directors’ members.

Stakeholders’ Interests

The Company acknowledges stakeholders’ rights and works on encouraging the cooperation between the company and stakeholders in various areas. Moreover, stakeholders’ contributions represent a crucial source for building the company’s competitiveness and supporting its profitability levels.

Corporate Social Responsibility

The Company plays a positive role in the society and developed a Social Responsibility Policy that sets out the processes and procedures relating to balancing the social and environmental objectives with the Company’s economic objectives.

The Company is constantly balancing commercial objectives with broader ethical and social considerations, just as it works on the balance between profits now and the promise of higher returns in the foreseeable future. There is an increasing focus on social issues such as supporting and encouraging national labor, improving the quality of living conditions of workforce, helping to provide job opportunities and protecting the environment against pollution.

Code of Ethics and governance principles implemented by the Board of Directors are integral parts of the Company’s framework. Initiatives are taken to strengthen compliance with the Code of Ethics.

The Company’s Code of Ethics and Standards of Professional Conduct sets the key principles underlying business ethics. These guidelines are in line with the industry’s best practice standards and are an outcome of our years of experience in the field.

As an industry leader, it is a recognized fact that we are a highly ethical company with a long history of integrity and compliance. The fundamental principles of fairness, honesty and ethical behavior are at the heart of the Company’s philosophy, values and corporate standards. Strong business ethics and a robust Code of Ethics and Standards of Professional Conduct form the basis of our day-to-day interaction both within the Company and with the external environment.

Our Code of Ethics and Standards of Professional Conduct emphasizes professionalism in the asset management and investments business and details the minimum acceptable behavior. These include specific rules against insider trading and documentation of our commitment to preserving the integrity of capital markets, our fiduciary duties to our clients, confidentiality and establishment of appropriate Chinese Walls. Preserving these core values of the Company and conducting business in an ethical manner is a responsibility of all of us.

The Company’s Code of Ethics and Standards of Professional Conduct is disseminated widely and shared with relevant stakeholders. The Company’s Code of Ethics and Standards of Professional Conduct applies to all employees and members of the Board, subsidiaries or affiliates and any other applicable stakeholder.

The Company submits adequate and accurate disclosures to its stakeholders in line with the regulatory and legal prerequisites to fulfill its objectives of such transparency. As a part of this responsibility, the Company has developed a policy for disclosures and transparency that outlines the disclosures procedures that are commensurate with the Company’s legal and ethical requirements.

The Company believes that transparency means explaining company’s policies and actions to those it has responsibilities towards. Therefore, transparency must lead to appropriate disclosures without jeopardizing the Company’s strategic interests. Internally, transparency means openness in Company’s relationship with its employees, as well as the conduct of its business in a befitting manner. We believe transparency enhances accountability.

Internal Control Systems

The Board always strives to ensure efficiency and effectiveness of the internal controls and provide a reasonable assurance regarding preservation of the Company’s assets and operations from the various risks that may affect the Company internally and externally. Therefore, Internal Audit Department is fully independent and directly reports to the Board Audit Committee. The head of Internal Audit may freely present any feedback or reports to the Audit Committee. The Committee has verified availability of effective internal controls by reviewing the reports prepared by Internal Audit Department and ensuring that the corrective actions are promptly taken to address the observations identified during the internal review process.

Risk Management

The Company’s Board of Directors ensures that risk management is embedded into the company’s culture, processes and structures to enable effective management of potential opportunities. Officials of risk department assume a significant extent of powers, in order to perform their roles properly without being granted financial powers and authorities. Compliance and Risk Management departments have qualified human cadres of professional competences and technical abilities.

The Board is responsible for setting the risk appetite and strategy and approving the risk management framework and other related policies and procedures

The Company adopts a Risk Management Framework that defines the Company’s risk perception and its overall approach to Risk Management and lays down the key activities performed and the risks addressed by the Risk Management.

The Company measures and follows up on risks it is exposed to by embedding the following:

1. Applying effective systems and procedures of risk management, which includes measuring and following up all types of risks exposed to by the company.
2. Developing systems of periodical reports, as they are considered one of the most important methods in the process of risks follow up and reduction.
3. Reviewing transactions made by the company with the related parties and providing proper recommendations thereof to the Board of Directors.

The Board has established a “Whistleblower Policy” that allows the company’s employees to report internally the doubts thereof concerning any unsound practices or issues that arise suspicions in the financial reports, the internal control conditions or any other issues; in addition to proper procedures that allow conducting an independent and fair investigation concerning such issues, along with ensuring confidentiality for the reporting person to ensure protecting such person against any negative effect that may be caused due to reporting such practices.