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Board Committees
The Committees of KEC were made up of three members each, all of whom were non-executive directors. Prior to the Annual
General Meeting of KEC held on 27 June 2011, the Committees were constituted as follows.
Audit Committee
Compensation Committee
Nomination Committee
Chairman
Chairman
Chairman
Jason Selch
Mohammad Algharaballi
Ashour Habeeb
Members
Members
Members
Tareq Al Wazzan
Jason Selch
Tareq Al Wazzan
Ashour Habeeb
Ashour Habeeb
Rabih Soukarieh
Following the appointment of a new Board of Directors of KEC at the Annual General Meeting of Shareholders’ held on 27 June
2011, the new Board members appointed the following Board Committees members.
Audit Committee
Compensation Committee
Nomination Committee
Chairman
Chairman
Chairman
Yousef Al Awadi
Mohamed Yusof Rafie
Abdul Mohsin Al Medej
Members
Members
Members
Tareq Al Wazzan
Yousef Al Awadi
Tareq Al Wazzan
William Monteleone
William Monteleone
Mohamed Yusof Rafie
Subsequent to the year end, equivalent committees have been set up for Kuwait Energy, as follows:
Audit Committee
Compensation Committee
Nomination Committee
Chairman
Chairman
Chairman
Yousef Al Awadi
Rachel English
Mohamed Yusof Rafie
Members
Members
Members
Rachel English
Mohamed Yusof Rafie
Dr Manssour Aboukhamseen
Yousef Al Awadi
Audit Committee
The role of the Audit Committee is to assist the Board of Directors in fulfilling its fiduciary responsibilities to provide
oversight with respect to:
• The integrity of the Company's financial statements and other financial information provided to stockholders and others;
• The Company's system of internal controls;
• The engagement and performance of the independent auditors;
• The performance of the internal audit function; and
• Compliance with legal requirements and Company policies regarding ethical conduct.
The Audit Committee provides a focal point for free and open communications amongst the Non-Executive Directors,
the Company's management, the internal auditors and the independent auditors.
The Audit Committee of KEC met five times during 2011. Some of the key items considered at these meetings were:
• 2011/12 Economic Assumptions
• YE10 Reserves and Financial Reports
• Reviewed Internal Audit Activities
• Reviewed 2011 Mid-year Financials
• Audit Plan for 2011 Financials
Nomination Committee
Key authorities and responsibilities of the Nomination Committee include:
• Preparing the criteria and procedure for selecting Board members and by which the Board makes nominations for
members.
• Assessing, at least once a year, the size and composition of the Board, the performance of individual Board members
and reporting their findings to the Board.
• Making proposals for the reelection or termination of Board members and, if required, the appointment of replacement
members;
• Reporting 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;
• Reporting 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.
• Developing for the Board’s approval and annually reviewing the chart of authorities and delegation of authorities to
management.
• Reviewing any change in status (including fulfillment of independence requirements) and professional affiliation of
current Directors.
