Governance

The Board is responsible to HumanSoft’s shareholders for creating and delivering sustainable value through the management of HumanSoft’s business. Although day-to-day management of HumanSoft’s business is delegated to Management, the Board is responsible for providing strategic direction, management supervision, and adequate controls with the ultimate objective of promoting the success and long-term value of HumanSoft’s. The Board retains responsibility for the overall performance of HumanSoft, and must ensure that management strikes an appropriate balance between promoting long-term growth and achieving short-term objectives.

Board of Directors is vested with powers to conduct HumanSoft’s operations and to achieve its goals. Only the provisions of applicable laws, HumanSoft’s Articles of Association, or a resolution taken by the shareholders’ General Assembly, shall supersede and limit the authority and powers of the Board.

The main responsibilities of the Board are:

• Establish the overall strategic direction and policy framework for HumanSoft that would achieve the objectives of HumanSoft
• Approve the corporate governance Policies, monitor their implementation and ensures the compliance with the corporate governance rules of the Capital Market Authority
• Direct and supervise the Executive Management of HumanSoft
• Identify the principal risks of HumanSoft’s business, and ensure that there are systems in place to effectively monitor and manage these risks
• Protect and enhance the investments of HumanSoft’s shareholders and look after their interests
• Ensure the continuity of HumanSoft by assuming responsibility for the appointment of and succession of the Chairman, enforcing the internal and regulatory articles, and by maintaining an effective Board of Directors
• Provide leadership and direction for HumanSoft in establishing and maintaining high standards of corporate ethics and integrity

Composition of the Board:

The BOD consist of five members, the majority of which should be a non-executive directors. Among the members of the BOD should be at least one independent member and in no event the number of independent members shall exceed half of the members of Board.

Meetings & Quorum

The Board will meet on regular basis at the written notice of the Chairman at least six times annually, a meeting is to be held in each quarter (as a minimum). An emergency meeting shall be based on the Chairman written notice signed by at least two (2) members of the Board. The members should be provided with a documented meeting agenda at least 3 days before the board meeting, taking into consideration the emergency meetings, where the members would have the ability to study these matters and take the right decisions. Once convened, the Board shall approve the agenda; should any member of the Board raise any objection to this agenda, the details of such objection shall be entered in the minutes of the concerned meeting.

The Quorum of the meeting of the Board is at least half the board and they must not be less than 3 members. The resolutions of the Board will be taken by simple majority of the Directors attending the meeting. In the case of an equality of votes, the Chairman (or Vice-Chairman in the Chairman’s absence) will have a casting vote.

Committees of the Board:

1 - Nomination and Remuneration Committee

The Committee is responsible for the acceptance of nomination of suitable candidates for memberships of the Board of directors or executive management and recommending their names to the BOD, Review the structure of the Board of Directors and make recommendations regarding changes that can be made, identify the strengths and weaknesses of the Board of Directors and propose processed in line with the company's interest, make sure on an annual basis the qualification independency of independent members and the absence of any conflict of interest if the member is a member of the Board of Directors of other enterprises and designing and monitoring policies and bylaws that regulate granting compensation and bonuses including remuneration to the directors and senior executives.

Composition of the committee

The committee consists of 3 members elected by the Board of Directors, of which at least one member will be independent. The chairman of the committee must be a non-executive member.

Quorum:

The Quorum of the meeting of the Nomination and Recommendation Committee is a simple majority of the members. All decisions of the company will require a simple majority of members attending the meeting.

2 - Audit Committee

The Committee is responsible for the quality and integrity of the financial statements, monitoring the work of the external auditors and recommendation for their appointment, study of the accounting policy of the company and giving recommendation to the board of directors, evaluation of the efficiency of the applied internal control system , technical supervision and monitoring of the management of the internal audit , compliance with the legal and regulatory requirements and giving recommendation for the appointment and dismissal of the Manager of the internal audit in the company.

Composition of the committee

The committee consists of 3 members elected by the Board of Directors, of which at least one member will be independent. The chairman and executive members of the BOD are excluded from membership of the committee

Quorum:

The Quorum of the meeting of the Nomination and Recommendation Committee is a simple majority of the members. All decisions of the company will require a simple majority of members attending the meeting.

3 - Risk Management Committee

The committee is responsible for preparing and approving the strategy, polices and bylaws for the risk management in conformity with the company’s appetite, evaluating and monitoring of significant risks or exposures across Humansoft and steps taken to minimize such risks. The committee is also responsible to ensure implementing these strategies and policies in the line with the size of and the activities of the company as well as Humansoft Major financial risks exposures and steps management has undertaken to control them, assist the board of Directors in identifying and evaluating the trend of risk appetite of the company and ensure that the company does not exceed that level after the Board of Directors Approval.

Composition of the committee

The committee consists of 3 members elected by the Board of Directors, of which at least one member will be independent. Chairmen of the Board of Directors is excluded from memberships of the committee. The committee must be chaired by a non-executive member.

Quorum:

The Quorum of the meeting of the Risk Management Committee is a simple majority of the members. All decisions of the company will requires a simple majority of members attending the meeting.

As per CMA rules and regulations, HumanSoft ensures the implementation of governance rules that ensures the alignment of shareholders’ goals and company’s management goals which would in turn increase investors’ confidence in the effectiveness of the system that protects their rights.

Shareholders have all share-related rights, in particular:

• Recording the value of shares owned in the share register.
• The ability of registering, moving, or transferring the ownership.
• Receiving their parts of dividends distribution.
• Receiving part of the company's assets in case of liquidation.
• Receiving information and data related to the company on a timely basis.
• Participating in the AGM of shareholders and voting on its decisions.
• Election of Board of Directors' members.
• Monitoring the company's performance in general and the BOD in specific.

HumanSoft has adopted a policy that includes standards and requirements of professional conduct and ethical values as required by CMA regulations.

HumanSoft Code of Conduct outlines the ethical requirements at the company. The code represents a guide to ethical decision-making where it assists HumanSoft employees in making the right choices on a daily basis. HumanSoft policy of Code of Conduct sets out a set of rules for workplace, board of directors code of conduct and responsibilities, employees relationships, relationship with the public, relationship with clients and suppliers, confidentiality and reporting illegal or unethical behavior.

These rules defines the standards of conduct required from each member of the Board of Directors, executive management and any employee to show a high and professional standards in the their work and that will be achieved by applying the rules of the policy of conduct and applicable laws and regulations.

Integrity

Code of Conduct considers the honesty, integrity and fairness as the corner stone of its policy and requires all its employees, executive management to maintain those principles in its dealings and transactions.

Conflict of Interest

The Board of Directors adopts and maintains a Conflicts of Interest Policy that includes clear examples of cases of conflicts of interest, how to address them and deal with them.

Compliance with Laws, Rules, and Regulations

HumanSoft respects and complies with the national laws, rules, and regulations of the countries in which it operates, upon conducting HumanSoft business, including anti-bribery, anti-corruption, anti-money-laundering, and counter-terrorism financing laws, as well as its internal policies.

Compliance with applicable laws and regulations, both in letter and in spirit, is integral to the ethical standards of this Code. It is the responsibility of each Head, and employee to adhere to the standards and restrictions imposed by those laws, rules, and regulations.

Confidentiality

The purpose of our Confidentiality Policy is to lay down the principles that must be observed by all who work within the company and have access to person-identifiable information or confidential information. All staff need to be aware of their responsibilities for safeguarding confidentiality and preserving information security.

Employees must maintain the confidentiality of proprietary information entrusted to them by the company or its investors or suppliers, except when disclosure is authorized in writing by the Chairman / CEO 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 investors if disclosed.

Disclosure and Transparency

HumanSoft has developed and implemented policies and procedures for disclosure and transparency in accordance with CMA’s disclosure requirements. It clearly outlines policies and procedures for the consistent, transparent, regular, and timely public disclosure and dissemination of material and non-material information about HumanSoft Holding Company

Reporting Illegal or Unethical Behavior

All HumanSoft personnel should report violations of policies, procedures, regulations, or this Code, as well as cooperate in any internal investigation. Employees are always encouraged to talk to their supervisors, HumanSoft top management, HumanSoft Human Resource Department, or other appropriate personnel about observed or suspected illegal or unethical behavior.

HumanSoft always seeks to maintain high levels of disclosures in order to comply with the requirements of corporate governance and create a healthy relationship with stakeholders on the basis of transparency and integrity. The company complies strictly with the standards imposed by the Kuwait Stock Exchange, Kuwait Capital Market Authority and all other regulatory authorities and maintains the full transparency and regular release of quarterly and annual reports of its annual audited financial statements.

Disclosures

To review HumanSoft Disclosures:

• To review Humansoft Disclosures, click here
• To review Humansoft Page on Boursa, click here

The Board of Directors has established a unit for internal audit, which shall enjoy full technical independence. It shall be affiliated to the audit committee and, accordingly, to the Board of Directors. A manager of internal audit unit shall be appointed directly by the Board and based on nomination by the audit committee. In addition, he shall assume a significant extent of powers, in order to perform his roles properly without being granted financial powers and authorities.

The unit of internal audit shall primarily measure, monitor, and mitigate all types of risks encountered by the company in accordance with the following:

• Humansoft shall apply effective systems and procedures of risk management, so that it can perform the key functions thereof, which are measuring and monitoring all types of risks exposed to by the Humasoft , provided that such process shall be conducted periodically and such systems and procedures shall be amended when necessary.
• Humansoft shall develop systems of periodical reports, as they are considered as one of the most important methods in the process of risks monitor and mitigation.
• Review transactions to be made by the company with the Related Parties and provide proper recommendations thereof to the Board of Directors.
• The internal audit unit shall prepare an annual report which shall include review and evaluation of the Humansoft internal audit.

Risk Management Office

The organizational structure of Humansoft maintain an Independent risk Management Office to identify, measure and monitor risks inherent to the operations of Humansoft and propose risk mitigating strategies and report periodical risk reports to the Board of Directors and CEO in accordance with the followings:

1. Hunmansoft shall apply effective systems and procedures of risk management, so that it can perform the key functions thereof, which are measuring and monitoring all types of risks exposed to by the company, provided that such process shall be conducted periodically and such systems and procedures shall be amended when necessary.
2. The company shall develop systems of periodical reports, as they are considered as one of the most important methods in the process of risks monitor and mitigation.
3. Officials of risk office shall be independent through the direct affiliation therefore to the Board of Directors. In addition, they shall assume significant extent of powers, in order to perform their roles properly without Being granted financial powers and authorities.
4. Review transactions to be made by the company with the Related Parties and provide proper recommendations thereof to the Board of Directors.