Kuwait Energy
Kuwait Energy Plc, Queensway House, Hilgrove Street, St Helier, Jersey JEI 1ES, Channel Islands
KUWAIT ENERGY PLC
(the
Company
)
CHARTER OF THE NOMINATION COMMITTEE
Constitution
1.
It is resolved that a committee of the board be established, to be known as the nomination
committee. The purpose of the committee is to assist the board in ensuring sound governance
practices of the organization, including facilitation of the board’s director nomination, evaluation,
and remuneration practices. Where relevant references to the “Group” in this document includes the
Company, Kuwait Energy Kscc, and their respective subsidiaries.
Membership
2.
The nomination committee shall be appointed by the board in accordance with the Company’s
articles of association.
3.
The nomination committee shall comprise a minimum of three directors the majority of whom shall
be independent non-executive directors.
4.
The chairman of the nomination committee shall be appointed by the board from among the
members of the nomination committee and shall be either the chairman of the board or an
independent non-executive director but the chairman of the board must not chair the nomination
committee when it is dealing with the appointment of a successor to the chairmanship. In the absence
of the chairman of the nomination committee (and/or an appointed alternate member), the members
present at any meeting of the committee shall elect one of their number to chair the meeting.
5.
The chairman and members shall be listed each year in the annual report of the Company.
6.
Each member shall hold office as a committee member for a period of up to one year, which may be
extended for further one year periods up to a maximum of three years, provided the director still
meets the criteria for membership of the nomination committee.
7.
If any member of the nomination committee is unable to act for any reason, the chairman of the
nomination committee may appoint any other non-executive director of the Company agreed by the
other members of the nomination committee, to act as that member’s alternate.
8.
The company secretary or his or her nominee shall be the secretary of the nomination committee.
9.
Each member of the nomination committee shall disclose to the committee:
(a)
any personal financial interest (other than as a shareholder) in any matter to be decided by
the nomination committee; or
(b)
any potential conflict of interest arising from a cross-directorship.
Any such member shall abstain from voting on resolutions of the nomination committee in relation
to which such interest exists and from participating in the discussions concerning such resolutions
and (if so requested by the board) shall resign from the nomination committee.