Page 27 - JTC-Annual Report-2025-Eng

Summary of the mechanisms applied to enable Board Members to access accurate and timely
information
Board members are provided with all information necessary to make appropriate decisions
through the Company’s executive management in a timely manner, enabling them to fulfill
their duties and responsibilities. Effective communication and a strong working relationship
between the Board of Directors and executive management constitute a fundamental pillar of
the management process and a key means of achieving the Company’s vision and objectives.

There is a clear segregation of responsibilities between the Board of Directors and executive
management to ensure independence and the achievement of the Company’s objectives and
the interests of stakeholders. The Board Secretary coordinates between Board members and
executive management to facilitate access to the required information and data. The Board holds
periodic meetings with executive management to review ongoing business reports and discuss
information presented regarding the Company’s activities.

The Third Rule: Recruiting Highly Qualified Candidates for the Board of Directors
and Executive Management:

Overview of the Application of the Requirements for the Formation of the Nomination and
Remuneration Committee
The Board ensures that Board members and executive management are selected based on
competence, experience, and professional qualifications. The Nomination and Remuneration
Committee assists the Board in setting selection criteria and evaluating candidates before
submitting recommendations to the Board and General Assembly as required.

Accordingly, the Board of Directors has established the Nomination and Remuneration Committee
consisting of three members, including an independent member. The Committee assists the
Board in setting nomination and selection criteria, reviewing the required skills and experience,
and ensuring the suitability of candidates for leadership positions within the Company.

The Committee submits its recommendations to the Board of Directors for approval, following
which matters requiring approval are presented to the General Assembly in accordance with the
applicable legal procedures.

Report on Remuneration, Benefits, and Incentives Granted to Members of the Board of
Directors, Executive Management, and Managers for the Year 2025

Summary of the Company’s Remuneration and Incentive Policy, with Particular Reference to
the Board of Directors, Executive Management, and Managers

JTC adopts a Board-approved remuneration and incentive policy that has been prepared and
implemented in accordance with the applicable laws and regulations in the State of Kuwait,
in particular the requirements of the Capital Markets Authority and the Corporate Governance
Rules. The policy aims to achieve an appropriate balance between motivating performance and
safeguarding the long-term interests of the Company and its shareholders.

First: Remuneration of Board Members
The remuneration of Board members is subject to the controls and limits stipulated under the
applicable laws and the Company’s Articles of Association. Accordingly, the total remuneration
received by Board members shall not exceed 10% of the Company’s net distributable profits, after
deducting depreciation and reserves, and following the distribution of dividends to shareholders
of not less than 5% of the Company’s capital, or any higher percentage as determined by the
Articles of Association.

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