Page 26 - JTC-Annual Report-2025-Eng

incentive policies in a manner that balances performance motivation with the long-term interests
of shareholders.

Committee Formation Date and Term:

The Nomination and Remuneration Committee was formed on 28 September 2022 for a term
th
of three years and was reconstituted on 22 October 2025 for three years, in line with the term
nd
of the Board of Directors. The Committee consists of three non-executive members, including
independent members.

Committee Members and Meetings During the Financial Year:

Members of the Committee Position No. of Meetings
Sheikh Ali Fawaz Al Salman Al-Sabah Committee Chairman

Sheikh Sabah Mohammed Abdulaziz Committee Member 3 meetings
Al-Sabah
Ms. Sara Tawfeeq AlNassar Committee Member (Independent)

Committee Responsibilities:

1. Recommending the acceptance of nominations, appointment, re-appointment, and removal
of Board members, committee members, and executive management, and submitting related
recommendations to the Board.

2. Ensuring that the remuneration of Board members and executive management aligns with
the long-term interests of shareholders within an appropriate control framework.
3. Establishing a clear link between executive management performance and remuneration.

4. Reviewing executive management remuneration and submitting recommendations in this
regard.

5. Ensuring the continued independence status of independent Board members.
6. Preparing the report on remuneration granted to Board members, executive management,
and managers.
7. Reviewing and discussing performance evaluations (Key Performance Indicators – KPIs) of
Board members and submitting recommendations thereon to the Board of Directors.

8. Preparing the evaluation of the Nomination and Remuneration Committee and presenting it
to the Board of Directors.

Committee Achievements During the Financial Year:
Reviewing and evaluating the applications of candidates for membership of the Board of Directors
for the new term (2025–2028) and submitting the relevant recommendations thereon to the
Board of Directors.

Reviewed the proposed remuneration for Board members and submitted recommendations
thereon to the Board of Directors.

Verified the independence of the nominee for the position of independent Board member.

Reviewed and discussed the Board’s performance models (KPIs) and submitted recommendations
for approval by the Board of Directors.

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