Page 22 - JTC-Annual Report-2025-Eng

Mr. Sulaiman Mohammed  Member of the Board   √        √        -*       √         √        √

             Shaheen Al Rubaie      of Directors

             Mr. Muhaiman Ali       Member of the Board

             Behbehani              of Directors          √        √        -*       √         √        √

             Ms. Sara Tawfeeq AlNassar Independent Member   √      √        √        √         √        √

             *  The non-attendance was due to travel abroad and the inability to attend via virtual communication.

               y The requirement for minuting, organizing, and recording Board of Director meeting minutes

               is conducted according to the approved Board of Director’s Charter. Section 8 and 9 of the

               Charter details the procedures for organizing board meetings and preparing its Agenda and

               method of voting and recording its Minutes of meeting.

               y The independent member acknowledges that he/she meets all independence criteria

               stipulated in Article (2-3) of Chapter Three of Book Fifteen (Corporate Governance) of the CMA

               Executive Bylaws and possesses the appropriate qualifications and experience suitable for the

               Company’s activities. The continued fulfillment of the independence requirements shall be

               verified periodically, particularly prior to recommending re-nomination for membership on

               the Board of Directors.

            The Second Rule: Establishing appropriate Roles and Responsibilities

            The Board Charter clearly defines the duties, responsibilities, and obligations of the Board and

            its members. The duties and responsibilities of executive management are defined through the

            approved organizational structure, job descriptions, and annual objectives.

            The Board has also approved an authority delegation matrix specifying financial and administrative

            authorities granted to executive management, ensuring a balance between operational efficiency

            and governance control.

            Key Responsibilities of the Board of Directors

            Approving  the  Company’s  strategy,  main  business  plans  and  policies  of  the  company  and

            monitoring their implementation.

            1.  Setting objectives and performance indicators for executive management.

            2.  Approving the annual budget and interim and annual financial statements.

            3.  Ensuring the Company’s compliance with applicable laws and regulations.

            4.  Ensuring the integrity of financial reporting and disclosure systems.

            5.  Supervising and reviewing the effectiveness of the corporate governance framework.

            Board of Director’s achievements during the year:

            1.  Approved the interim and annual financial statements, and year budget, in addition to

               approving business plan during the year

            2.  Approval the annual financial statements and acknowledgement of its accuracy and

               management report and delegating the executive management to contact the ministry of

               commerce and industry to organize the general assembly meeting of the company.

            3.  Recommend to the General Assembly to distribute 28% of the share’s nominal value equal to

               28 Kuwaiti fils for the financial year end on 31st December 2025, to each registered shareholder

               at the assigned end of record day in accordance with the regulatory procedures of cash

               distributions and record dates.

    21                                 JTC LogisTiCs TransporTaTion & sTevedoring Company K.s.C.p.