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Kuwait Energy

Kuwait Energy Plc, Queensway House, Hilgrove Street, St Helier, Jersey JEI 1ES, Channel Islands

(b)

give full consideration to succession planning for directors and other senior executives in the

course of its work, taking into account the challenges and opportunities facing the company,

and skills and expertise needed on the board in the future;

(c)

keep the leadership needs, at board level, of the Group under review (both executive and

non-executive) with a view to ensuring the continued ability of the Group to compete

effectively in the market;

(d)

be responsible for identifying and nominating for the approval of the board, candidates to fill

board vacancies when they arise;

(e)

before any appointment is made by the board, evaluate the balance of skills, knowledge,

experience and diversity on the board and, in the light of this evaluation, prepare a

description of the role and capabilities required for a particular appointment. In identifying

suitable candidates the committee shall:

(i)

use open advertising or the services of external advisers to facilitate the search;

(ii)

consider candidates from a wide range of backgrounds; and

(iii)

consider candidates on merit and against objective criteria and with due regard for

the benefits of diversity on the board, including gender, taking care that appointees

have enough time available to devote to the position;

(f)

review annually the time required from a non-executive director and assess whether he

contributes effectively and demonstrates commitment to the role;

(g)

report to the board on the advisability of permitting a member of the board to become a

member of another company’s board and develop a policy on whether and how to cap the

number of directorships a director may hold;

(h)

report to the board on any conflicts of interest that may arise if a member of the board

accepts a position on another company’s board;

(i)

develop for the board’s approval and annually review the delegation of authorities to

management;

(j)

consider possible conflicts of interests of directors and any related party transactions of

directors and make relevant proposals to the board;

(k)

review any change in status (including fulfillment of independence requirements) and

professional affiliation of current directors;

(l)

arrange for non-executive directors to receive a formal letter of appointment to the board, on

their appointment, setting out the expected time commitment, committee service expected of

them and their involvement outside board meetings;

(m)

oversee the development and implementation of a board induction process for new directors

and a program of continuing director development as needed;

(n)

develop a process for evaluating board effectiveness and co-ordinate the annual board

effectiveness evaluation;