Governance Report 22

02
GOVERNANCE
82 | ANNUAL REPORT 2022 Governance 83 | ANNUAL REPORT 2022 Governance
Corporate Governance Report 2022
Zain Group has established a corporate governance stakeholders. Furthermore, the report dedicates more aware and assertive as the means for comprehensive coverage and analysis of the
framework built on a solid foundation through a section to provide more information about knowledge have increased, and access to these financial industry, international business, and the
effective Board leadership. The company focuses the sustainability policy and, consequently, the tools has become easy for everyone. This has global economy. The jury awarded this award in
on achieving sustainable growth to maximize initiatives. increased demand for the company's scope and recognition of the integrity and transparency of
stakeholder value. The Board of Directors quality of disclosure and transparency. Zain’s practices. Zain has adopted a good Investor
recognizes the importance of having strong A diverse Board is essential in achieving Relations and Corporate Governance Framework
corporate governance that shapes the decision- environmental, social, and governance (ESG)- With the increasing focus of investors on corporate that enhances the overall governance environment
making process and helps generate sustainable related goals. In this regard, the Board approved environmental stewardship and reports on this within the company in line with applicable laws,
long-term value for all stakeholders, including the Board Diversity Policy, which aims to raise performance, the company has raised the quality regulations, and leading practices. Wherever
investors, employees, customers, regulators, the awareness of shareholders regarding the of disclosure of ESG factors. Zain Group has possible, Zain looks to exceed the requirements of
suppliers, government bodies and the communities importance of forming a diverse Board. It is placed sustainable growth at the forefront of its the corporate governance regulations.
in which we operate. The Board ensures that the essential to promote diversity in the Board's priorities. The Board and executive management
highest standards of corporate governance are experience and knowledge regardless of gender, believe in building positive relationships among The information contained in this report is based
adhered to through regular review of developments race, disability, age, nationality, religion/belief, all stakeholders by strengthening corporate on the laws on corporate governance and their
in the regulatory environment and international marital status, and social class. At Zain Group, we governance. One of the essential methods used amendments issued by the CMA, the Ministry
best practices. In addition, the Board evaluates oppose all forms of illegal and unfair discrimination. by Zain in emphasizing the quality of reports in of Commerce and Industry, Boursa Kuwait and
the governance structures and processes of the This policy was mainly created to address the this regard is auditing ESG reports by independent other relevant regulatory authorities in the State
Company to ensure they are consistent with the importance of employing members' unique external auditors approved by the regulatory of Kuwait, and the laws and regulations of the
laws, regulations and international best practices. identities, skills, and experiences to benefit the authorities. These reports and publications jurisdictions in which the company operates.
The corporate culture and work environment company. contain detailed information about ESG strategy, Zain decided to focus on efforts to promote
are also integral to achieving this successfully. development, performance and impact. innovation, open the way to face future challenges,
This year, we have expanded our governance The Zain Group Board develops and evaluates and enhance competitiveness by implementing
framework by adding a set of policies related to internal policies and procedures on an ongoing From a climate change perspective, Zain officially an innovative way of working amidst rapid
work ethics and principles of governance that basis to ensure transparency and quality of submitted its commitment letter to the Science- transformations. Zain's operations are based
ensure efficiency and integrity in the Group's corporate governance practices. The corporate Based Target Initiative (SBTi) to halve carbon on principles according to the applicable laws.
operations. governance regulations included in the executive emissions before 2030 and achieve Net-Zero It executes its policies to protect the rights of
bylaw issued by the Capital Markets Authority carbon emissions by 2050. Zan received the formal stakeholders and to enhance the added value of
The corporate governance report explains how (CMA) in Kuwait - through seventeen modules - approval on January 6, 2023. The company also all parties. This includes the economic, social and
the Group works considering the principles and promote the positive development of companies. maintained its A- score in the 'Carbon Disclosure developmental contribution through the activities
instructions issued by the regulatory authorities The CMA rules establish a unified governance Project (CDP) Score Report – Climate Change of companies in the communities in which it
and international organizations. The report shows framework for the companies subject to the 2022', a grade first achieved in 2021. Throughout operates. In addition, the Group pursues growth
the role of these principles in supporting our Authority's control. the year, Zain also greatly scaled procurement- through innovative management, as it works to
strategy and enabling the Board to make sound related practices to reach more suppliers for create new and unique value through partnerships
decisions, considering the rights of stakeholders Zain is subject to a set of laws and regulations sustainability-related assessments. From an and various projects. The company's internal
and the company's influence in society. This report that ensure conducting business consistently inclusion aspect, Zain increased its targets for its policies are also based on values, principles and
provides a closer look at the eleven principles with the highest standards of governance and annual Women in Tech mentorship program that practices of global corporate governance.
on which the governance laws in Kuwait are ethical behavior. The Board ensures compliance connects female university students studying
based, which include forming the Board, defining with all applicable laws and relevant international Science, Technology, Engineering, and Math The corporate governance report has been
responsibilities and roles within the company, standards. Executive management plays a vital role (STEM) with experienced Zain employees as prepared per the laws and regulations issued by
and evaluating and developing the Board’s in ensuring compliance with legal and regulatory mentors. Another area Zain prioritized is child the relevant governmental and regulatory agencies
performance. It also contains details about the requirements through the execution of policies online safety, expanding an MoU with Child in Kuwait. A copy of this report is also available on
competencies of the Board and the executive and strategies. The business environment at Zain Helpline International and launching the second the company's website, www.zain.com
team, the remuneration report of the Board and depends on the empowerment of decision-makers phase of the Internet Monsters campaign to raise
the executive management, and the integrity of through diversity, inclusion, integrity and honesty further awareness on the online risks’ children face. The Board of Directors approved the Corporate
the financial statements, risk systems, and internal and through adherence to Zain’s code of conduct. Governance Report for the year 2022.
controls. In addition, the report includes a summary In 2022, Zain was presented with the “Best
of the company's efforts in integrated disclosure Good governance plays a significant role Corporate Governance Award for 2022” in
to achieve transparency, avoid conflicts of interest in providing long-term sustainable value to Kuwait for the second year in a row. World
and protect the rights of shareholders and other stakeholders. Recently, investors have become Finance is a print and online magazine providing
Rule I: Construct a Balanced Board Composition
Establishing an appropriate framework for decision-making is among the pillars of sound corporate
governance. It depends on assigning responsibility and providing transparent reports that ensure
understanding and monitoring of the company's development.
The Company's Framework
The Company's Organizational Structure
Appoints
Shareholders AGM External Auditors
Board of Directors Board Secretary
Recommends Auditors
Elects Proposes board members
Recommends Auditors
Reports
Board Secretary Reports
Vice Chairman Board Nominations
Board Risk Board Audit Board of Directors
and Group Chief and Renumerations Charters
Committee Committee Board Audit Commitee
Executive Officer Committee Charters
Reports
Strategies Reports
& Plans
Charters
Reports
& recommends
Risk Management Internal Audit Vice Chairman and Group CEO new members
Board Nominations and

Board Risk Commitee Remunerations Commitee
Monitors Executes and reports
Monitors
Monitors
Business Units
Monitors
OpCo CEO’s & Zain Tech Technology
Human
Finance Resources
Corporate Comms, Investment &

Investor Relations & Governance Digital Transformation • Law no. 1/2016 [Companies Law]
• Capital Markets Authority: Law no. 7/2010 [executive bylaws and amendments]
• Communications & Information Technology Regulatory Authority: Law no. 37/2014
[executive bylaws and amendments]
Legal Strategy
• Boursa Kuwait – Rulebook
• Competition Protection Agency: Law no. 10/2007 [executive bylaws and amendments]
• Kuwait Anti-Corruption Authority Law no. 2/2016 [executive bylaws and amendments]
Commercial Regulatory
Corporate
Sustainability Wholesale & Roaming
Diversity, Equity
& Inclusion
About the Board of Directors Board of Directors’ Meetings in 2022:
The following list includes a brief about the members of the Board, including information on the The Board meets at least six times during the year. The Chairman of the Board – or his Deputy in his
date of appointment, the educational and professional background of each member in addition to absence – sends the invite for the meeting, by any means, including modern means of communication. The
the nature of the position – new Board members will be elected in the first half of 2023 during the Chairman must call for an emergency meeting if a written request has been submitted to him from at least
Ordinary General Assembly. two members. The Board meeting shall not be valid unless attended by at least half of the members. The
meeting may be held using the modern means of communication specified by the Board. Decisions may
Composition of the Board of Directors:
be taken by circulation, provided that this is done with the approval of all members of the Board. It is not
permissible to attend Board meetings by proxy.
Date of Election/
Name Classification Education Professional Experience Appointment
Meeting Meeting Meeting Meeting Meeting Meeting Total
Bachelor’s Degree in Business No. 1 No.2 No.3 No.4 No.5 No.6 Meetings
Ahmed Tahous Al Tahous 36 years in the banking and investment
Non-executive Administration (Kuwait 19 Mar 2020 10/2/2022 21/4/2022 17/7/2022 8/11/2022 7/12/2022 29/12/2022 Attended
Chairman sectors in the global and Kuwaiti markets
University)
Ahmed Tahous Al Tahous
Chairman       6
Master of Business Industrial and banking sectors,
Administration (LBS) Investment and business sectors,
Bader Nasser Al-Kharafi Bader Nasser Al-Kharafi
Vice Chairman & Group CEO
Executive & Bachelor’s degree in
Mechanical Engineering
Non-profit institutions,
Telecommunications, and mechanical
19 Mar 2020
Vice Chairman & Group CEO       6
(Kuwait University) engineering sector

Abdulrahman Mohammad
Ibrahim Al Asfour
Independent       6
Abdulrahman Mohammad Bachelor’s Degree in Business
Ibrahim Al Asfour Administration – Accounting Technical expertise in the application of IT
Independent 19 Mar 2020
Independent Major solutions, audit, and finance
(Kuwait University) Talal Said Al Mamari       6
Zaki Hilal Saud Al Busaidi     -  5

Talal Said Al Mamari Bachelor’s Degree in Business
Finance experience in the
Representing Fajr Al Naseem Non-executive Administration (Duquesne 19 Mar 2020
telecommunications sector Atif Said Rashid Al Siyabi
Co. University in Pittsburgh)       6
Zaki Hilal Saud Al Busaidi

Representing Jawharat Al
Master’s degree in Public
21 years in the civil service sectors, port
services, investment, and insurance
Aladdin Baitfadhil   -    5
Non-executive Administration from Exeter 19 Mar 2020
Jibla Co. And communications
University
Nasser bin Suleiman Al-Harthy       6
Atif Said Rashid Al Siyabi Bachelor of Engineering in 18 years in information technology,

Representing Abeer Al Computer Hardware and business development, innovative
Non-executive 19 Mar 2020
Shuruq Co. Networking Technology from technological solutions and information Yousef Khaled Al-Abdulrazzaq       6
Coventry University systems, investment and communications
Hatmal Farouq Al-Qadi       6

Aladdin Baitfadhil Bachelor's degree in Electrical
Representing Danat Al and Electronics Engineering 19 years in the information and
Non-executive 12 Oct 2020 Attendance Percentage 100% 100% 89.9% 100% 89.9% 100%
Qiblah Co from Sultan Qaboos communication technology sector
University.
Nasser bin Suleiman Al-Harthy Master's degree in business

22 years in the investment, economic,
* Meetings No. 1, No. 2 and No. 3 were conducted through modern means of communication.
Representing Naseem AL administration (MBA) from
Non-executive financial, information management, legal 12 Oct 2020
Dilta Co. the University of Victoria,
and compliance sectors
Australia
Bachelor’s Degree in Business Audit and investment expertise within the

Yousef Khaled Al-Abdulrazzaq Non-executive Administration – Finance general reserve sector 19 Mar 2020
Major (Kuwait University) and investment funds
Master of Laws (L.L.M) Legal Consultancy

Hatmal Farouq Al-Qadi Secretary 12 May 2015
Coventry University Telecommunications sector
Management of Board Meetings Additionally, the Board Secretary assists new members of the Board and provides support to them
through the induction program that includes information about the company, its business and activities,
the responsibilities of the Board, its committees and executive management, the duties involved in these
The Board Secretary ensures that all Board members have the resources required to perform their functions, an overview of the Group’s operations, results, and meetings with executive management, and
duties. The Secretary is also responsible for organizing the meetings of the Board and its committees budget planning throughout the year.
and ensuring that the minutes of those meetings reflect the proper practice of the duties of the Board. In
addition, the secretary acts as a communication channel between the Board and executive management The independent member acknowledges that the independence controls are met, and a copy of the
by ensuring that the required information is available to the Board members on time. The role also entails declaration is included in the Arabic report.
cooperating with Board members to prepare for meetings by providing proper notice and promptly
distributing materials such as agendas and minutes.
Rule II: Establish Appropriate Roles and Responsibilities
The Secretary supports the Chairman of the Board when preparing the agendas of meetings, submitting
the required documents, supervising and following-up on the results of the meetings, and adhering to the The roles and responsibilities of the Board of Directors and executive management
approved work plans. The Board of Directors consists of nine members, including one independent member and one executive
member. The members of the Board have extensive experience and skills in several fields across different
Once the Board approves the minutes of the meetings, they become an official record of the company, industries. The Board sets strategies and objectives for the company to achieve the highest value in
providing documentation of the achievements of the Board members and the challenges they face. During the short and long term. Moreover, it sets mechanisms to supervise the performance of the executive
its meetings, the Board approves the main policies and sets a timeline of goals and business plans. management and the progress made in achieving the goals. The Board communicates the company’s plans
transparently so that investors have a clear picture of long-term expectations and future opportunities
The Secretary of the Board records the minutes of all meetings, maintains records of committee meetings, while identifying and managing actual and potential risks.
oversees procedures related to Board membership, maintains official files and Board records, and publishes
notices of scheduled meetings as specified in the company’s policies. The Board Secretary’s role is Zain’s Articles of Association (AOA) determine the requirements and the basis on which the members of
necessary to support the Board’s increasing responsibilities, and includes performing compliance-related the Board are elected. The General Assembly elects Board members by secret ballot. The membership
tasks, managing Board affairs, distributing discussion papers and proposals submitted to the Board and its term of Board members is three years, subject to renewal, provided the independent members make
committees by management, and ensuring that meetings between the Board and executive management up 20% or more of the Board’s composition. The AOA include more details, such as the conditions
are held in line with legal and regulatory requirements and internal policies. for the independence of members and the loss of membership, the Board’s responsibilities, additional
requirements for the selection of the Chairman, and instructions regarding Board meetings and attendance.
The Board Secretary invites the concerned parties to Board meetings and its committees. The Secretary All items in the AOA are based on relevant laws, regulations and guidelines, and the document is available
also ensures that the necessary records are created, properly updated, and maintained. The reports on Zain’s official website.
are prepared following legal requirements and obligations, as per the relevant regulatory authorities.
Accordingly, the Board Secretary advises on the responsibilities and duties of the Board as per laws and The Board elects a Chairman and a Vice-Chairman by secret ballot, and also appoints the CEO from among
regulations and the company’s policies and charters, including the code of ethical conduct. the members of the Board or others.
The Secretary ensures that these records are available upon demand. He is committed to maintaining The duties and responsibilities of the Board are to define the strategies, directives, policies, goals and
various requirements, such as deadlines for submitting files to Board members at least three days before tasks of the company to ensure that the management and all employees have the same objective. The
the scheduled meetings, as described in the company’s internal policies and charters. These files include role of the Board includes monitoring the implementation of strategic plans and compliance with relevant
the meeting agenda, minutes of previous Board meetings, and all supporting documents related to the policies, rules, business ethics and laws and regulations.
agenda. Among the preparation procedures for the Board meeting, the Secretary determines the duration
of the meeting to ensure the availability of sufficient time to cover all items on the agenda, except for The Chairman of the Board represents the company in its relations with third-parties and before the
emergency meetings. judiciary, in addition to other terms of reference indicated in the AOA and Board meeting minutes. The
Vice-Chairman shall take the Chairman's place in his absence, or if he is prevented from exercising his
The Secretary's responsibilities also include recording all the decisions and discussions of Board members powers, or whenever necessary.
and recording the results of the voting processes that take place in those meetings. Under the supervision
of the Chairman, the Secretary ensures that the decisions taken by the Board are implemented through the The Board may distribute the work among its members according to the nature of the company’s business.
company’s policies. Each member of the Board has the right to access these documents and files through The Board may also delegate one of its members, a committee from among its members, or a third-party to
the Secretary, who communicates with the concerned departments to provide the information required by carry out a specific job or more, or supervise one aspect of the company’s operations, or exercise some of
the members of the Board to make sound and effective decisions. the powers or competencies entrusted to the Board.
The Secretary keeps pace with the external environment to stay fully informed of corporate governance The Board is responsible for carrying out all the work required to run the company under its objectives.
trends, emerging issues, and best practices, particularly those related to the telecommunications sector, as This authority is not restricted except by what is stipulated in the law, the AOA, or the resolutions of
the Chief Communications Officer provides. Furthermore, the Secretary informs the Board of trends and the General Assembly. The Board approves policies and charters, appoints members of the executive
best practices in corporate sustainability, as directed by the Chief Sustainability Officer, which leads to management, defines their responsibilities, and determines compensations. The Board is committed
effectively supporting the strategic goals of sustainability in the company. to performing its duties according to approved internal policies, which contain details about the Board
affairs, such as its meetings, responsibilities, and other matters per relevant laws and regulations. The with shareholders and overseeing the disclosure of material information to ensure correctness, consistency,
Board approves the objectives, strategies, plans, policies, annual budgets, and interim and annual financial transparency and credibility of disclosures at the highest standards. The Board and executive management
statements. Moreover, the Board supervises the main capital expenditures of the company and develops a recognize the responsibility towards society and the environment and the importance of sustainability.
corporate governance framework, code of conduct, and policies related to ESG affairs. The Board creates Therefore, priority is placed on improving the quality of life of the people in the communities in which the
a system to monitor the performance of each Board member and the performance of its committees and company operates.
executive management according to key performance indicators, including ESG practices.
Board Achievements in 2022
Every year the Board prepares an annual report to be read by the Chairman at the Annual General
Assembly. The Corporate Governance report includes details about the procedures and measures 1. The Board set a plan to invest in Sudan over the next five years, approx. $800 million. Zain obtained final
undertaken by the company to complete the corporate governance requirements and the extent of approvals for Africa1 submarine cable landing station. This step will contribute positively to increasing
compliance and determines the powers delegated to executive management. The Board must also monitor revenues and reducing costs.
the performance of executive management and select the remuneration policy accordingly. The Board 2. Signing a settlement agreement between Zain Jordan and The Telecommunications Regulatory
also guarantees the effectiveness and adequacy of the internal control systems in the company and its Commission (TRC) in Jordan, which resulted in saving a total of JD 270 million from extending licenses
subsidiaries. The Board is responsible for managing risks appropriately according to the applicable laws for a period of 10 years.
and regulations and within the company’s objectives to maximize shareholder value while assuming full 3. Signing an agreement with the Jordanian government to issue a license for the fifth generation (5G).
responsibilities towards the shareholders and all other stakeholders. Moreover, to enhance efficiency, 4. Completion of various acquisitions in the areas of frequency spectrum in Zain Bahrain, Zain Iraq, Zain
effectiveness, transparency, and accountability, the Board sets the company’s values and standards, Sudan, and Zain South Sudan
ensuring that they align with its strategic objectives and corporate culture. It also ensures that the 5. Approval of a number of acquisition deals necessary to achieve the company's strategy, especially those
company’s obligations are understood by its shareholders and other stakeholders, including employees, related to ZainTech, including strategic cooperation with Amazon Web Services, Inc (AWS).
suppliers, customers, law authorities, and the environment in which the company operates. The Board 6. The completion of a number of transactions related to the sale of assets, such as the sale of towers in
is also concerned with evaluating the appropriateness of the internal control and audit systems. The Iraq and Saudi Arabia. The group increased its ownership in "TASC Towers" to about 83.47%, which is
Board ensures that executive management has adequate risk management systems and procedures, the largest tower management company in the markets of the Middle East and North Africa.
and implements sufficient and effective internal controls. The Board is responsible for managing and 7. The Board of Directors renewed the group's commitment to climate action with more development and
supervising the Group and its activities. It strives to lead the company’s business within the approved adaptation initiatives, as Zain Group joined the United Nations Global Compact initiative, as this initiative
regulatory framework based on applicable regulations, laws, internal control systems and international seeks to push international and institutional cooperation to build real partnerships, find innovative
standards. The Board continuously reviews the implementation of good corporate governance. The solutions to common challenges, and conduct business in a responsible manner.
company has established a governance structure that enables the Board to focus on key areas of 8. Adopting the company’s annual dividend policy recommendation of 35 fils per share as a minimum, for
responsibility that affect the long-term success of the business. This structure involves forming three a period of three years starting from the 2023 dividends (this recommendation is subject to the approval
board committees: the Audit Committee, the Risk Committee, and the Nominations and Remunerations of the General Assembly) and its aim is to strike a balance between current dividends and future growth
Committee. These committees are formed according to the laws. The Board supervises compliance that supports the share price.
with the laws, company objectives, AOA, and decisions of the General Assembly while adhering to the
principles of governance, best practices and work ethics. This includes allocating sufficient time to adopt Board Committees:
the company’s vision, mission, directions, and strategies. In addition, Board members attend meetings and The Board has delegated tasks to its committees to handle specific issues more effectively and to use
review and approve the main strategies and policies, as well as the company's financial objectives and members' time more efficiently. The committees make recommendations to the board, which retains
operational plans. collective responsibility for decision-making.
As the Board plays a supervisory role, the responsibility for implementing the approved strategy rests Working through committees allows members to deepen their knowledge of the company, facilitate
with the CEO and executive management, leading to delegating the required work to the right employees effective participation and fully use their expertise to assure stakeholders that the Board takes various
within the company. Board members develop a clear strategy and business model and work closely issues seriously. Board committees offer many advantages as the decentralized process allows for
with executive management within a set timeframe to drive continuous business growth in a changing knowledge specialization. This facilitates the Board’s duty of overseeing the company’s operations since
world. This is pivotal to the company’s success. The role of the Board of Directors is considered crucial specialized knowledge may be required depending on the issue. It increases the efficiency in distributing
in ensuring the establishment of a control environment to ensure the effectiveness of the anti-corruption tasks to members. This leads to increased confidence by stakeholders in the Board to perform their
policy. The control environment is the set of standards, processes and structures that provide the basis for supervisory duties more effectively. It also helps in the independence of the Board from executive
implementing internal control across the company. In 2022, the Board approved the anti-money laundering management. Since the committees have set aside time to address some of the Board's tasks in depth,
policy, which ensures the creation of a proper framework under the relevant laws and regulations to the Board expects them to conduct their due diligence with high accuracy and promptly in pursuing their
combat corruption. The Board is also responsible for supervising a system that effectively supports responsibilities. When the Board is looking for comprehensive information, the committees can present it
the anti-corruption policy and oversees the executive management to safeguard the implementation concisely to help with specific issues. The committee decisions are presented to the Board for approval and
of the policy. In addition, the board ensures raising employee awareness within the corporate culture, authorizing the work plan to implement them. In addition, the committees monitor the execution of these
emphasizing this policy's importance. The role of the Board involves managing and resolving potential decisions by the concerned departments. Zain's Board has formed three committees: the Risk Committee,
conflicts of interest and transactions with related parties by reviewing these transactions to ensure the Audit Committee, and the Nominations and Remunerations Committee. The following section recaps
maximum benefit for shareholders and stakeholders, arranging appropriate channels of communication the details of these committees and their achievements:
Board Risk Committee (BRC) Board Audit Committee (BAC)

Formed: 12 May 2015 Formed: 9 June 2011
Term: The membership period is the same as the term of the Board of Directors and not more than three Term: The membership period is the same as the term of the Board of Directors and not more than three
years, renewable. years, renewable.
Responsibilities: The purpose of the Risk Committee (BRC) is to assist the Board with fulfilling its Responsibilities: The Board Audit Committee (BAC) is responsible for assisting the Board in performing its
responsibilities related to identifying, assessing, and mitigating risks. These risks include operational duties concerning
risks, strategic risks, and external environment risks. Therefore, the committee is generally responsible for (1) overseeing the quality and integrity of accounting practices, auditing, internal control, risk management
reviewing, monitoring, and approving the risk policies, frameworks, processes, and practices associated framework, financial reporting, and the overall corporate governance framework.
with the company. The BRC is also responsible for reviewing and approving risk disclosure data in public (2) Evaluate the performance and qualifications of the licensed independent auditor (the external auditor).
documents. It must ensure that the company takes appropriate measures to achieve a balance between (3) The firm's relationship with external auditors.
risk and return in both ongoing and new businesses. The BRC assesses significant risk exposures and (4) The overall performance of the company's internal audit unit.
evaluates management actions to mitigate the exposures on time, including one-off actions by the (5) In addition to complying with applicable laws and regulations.
company and continuing activities such as business continuity planning and disaster recovery planning. Its
responsibilities include coordinating with the audit committee as needed. It submits regular reports to the The Board of Directors is responsible for the company's risk management, internal control, and corporate
Board. It reviews and reassesses the adequacy of internal procedures within the scope of its responsibility governance. The BAC's role includes focusing on the various aspects of preparing financial reports,
and recommends any proposed changes to the BoD for approval. It has access to any internal information managing business operations and financial risks, overseeing compliance with applicable legal, ethical, and
necessary to perform its role. BRC ensures that executive management’s risk management policies and regulatory requirements, and overseeing
procedures align with the company’s strategy and risk appetite. It also promotes a company-wide culture
that supports appropriate awareness of risks, behaviors and provisions related to risks and ensures Achievements of BAC during 2022
problems are addressed on time. Its role includes evaluating executive management's performance. • Monitored the work of the Internal Audit Department for 2022
• Followed-up with the internal audit function quarterly and worked on implementing corrective measures
of the observations in the reports
Achievements of BRC during 2022 • Approved the Internal Audit Plan for 2023.
• Reviewed and discussed the risk management quarterly report for the Group and its subsidiaries and • Reviewed and audited Zain Group's financial statements quarterly, discussed them with executive
defined a work methodology to ensure the reduction of the impact of risks. The committee also reviewed management, and provided recommendations to the Board
the management activities every quarter • Met with the external auditor every quarter to review and discuss the external auditor’s report on the
• Assessed all kinds of risks in subsidiaries and worked to reduce their impacts financial and operating performance of the Group
• Studied the latest cybersecurity developments in the company and its subsidiaries and the success of • Evaluated the performance of executive management in closing observations with high and annual risks,
developing protection networks with contracted companies linking them to the annual performance reward, and submitted a report to the Board
• Reviewed related party transactions, discussed their impact, and made recommendations to the Board • Prepared the Audit Committee report, which the Chairman of the Board shall read during the AGM
• Opening and sponsoring the annual risk conference in Jordan to discuss aspects of cooperation between • Recommended the appointment of the external auditor to the board and AGM
subsidiaries
Committee Members:
Committee Members: Nasser bin Suleiman Al-Harthy (Committee Chairman)
Aladdin Baitfadhil
Talal Said Al Mamari (Committee Chairman) Abdulrahman Mohammad Ibrahim Al Asfour (independent)
Bader Nasser Al-Kharafi Yousef Khaled Al-Abdulrazzaq
Atif Said Rashid Al Siyabi
Yousef Khaled Al-Abdulrazzaq Number of committee meetings in 2022: 4
Number of committee meetings in 2022: 4
Meeting 1/2022 Meeting 2/2022 Meeting 3/2022 Meeting 4/2022
Member
9/2/2022 20/4/2022 14/7/2022 7/11/2022
Meeting 1/2022 Meeting 2/2022 Meeting 3/2022 Meeting 4/2022
Member
10/2/2022 20/4/2022 14/7/2022 8/11/2022 Nasser bin Suleiman Al-Harthy
(Committee Chairman)
   
Talal Said Al Mamari
(Committee Chairman)    
Aladdin Baitfadhil    
Bader Nasser Al-Kharafi    
Abdulrahman Al Asfour
Atif Said Rashid Al Siyabi
    (independent)
   
Yousef Khaled Al-Abdulrazzaq     Yousef Khaled Al-Abdulrazzaq    
Attendance Percentage 100% 100% 100% 100%
Attendance Percentage 100% 100% 100% 100%
Board Nominations and Remunerations Committee

Formed: 12 May 2015
Term: The membership period is the same as the term of the Board of Directors and not more than three
CORPORATE GOVERNANCE FRAMEWORK
years, renewable.
Responsibilities: The Nomination and Remuneration Committee (BNRC) assists the Board in fulfilling its
oversight responsibilities of the effectiveness, integrity, and compliance with the company's remuneration The Board of Directors defines the objectives and strategy which aim to protect the company by providing
effective governance measures and guidelines. This includes setting limits and processes, and approving internal
and nomination policies and procedures. The BNRC must ensure that the remuneration policy is consistent Board of Directors policies and procedures for the executive management and employees in general, which leads to safe operation,
with the company's strategic objectives and should also review and approve the selection criteria and protecting the rights of all stakeholders, providing stability and sustainability, and ensuring the long-term
success.
appointment procedures for a member of the Board of Directors and senior management and ensure that
the overall nomination policy and approach is consistent with the strategic objectives. This committee
is responsible for nominating and re-nominating members of the Board and Executive Management. Nominations and
It also conducts an annual review of the required skills and competencies in the Board and Executive Risk Committee Remunerations Committee The Audit Committee
Management, considering the company's approved strategic objectives and corporate governance The committee aims to encourage the This committee is responsible for This committee is responsible for
rules issued by the CMA. In coordination with the Executive Management, the BNRC shall prepare the effective oversight of the board over recommending the appointment of assisting the Board of Directors in its
material transactions within the company. members of the Board and the Executive responsibilities relating to the oversight
succession plan for the Executive Management, including emergency cases or unexpected vacancies, to This committee is responsible for Management, facilitating the annual of the quality and integrity of the
ensure the sustainability of the company's business. The BNRC maintains a training system to develop the managing corporate risks, which include
but are not limited to strategic risks,
evaluation of the Board's performance,
and supervising the training and
accounting and auditing processes,
internal controls, risk management
skills of employees and evaluates the performance of management and facilitates the evaluation of the market risks, compliance and operational development process of the Board and framework and financial reporting
risks. the Executive Management. It evaluates practices of the company, as well as the
Board. The BNRC plays a vital role in the remuneration of the Board and Executive Management, following the compensation of the Board and the company's relationship with the external
applicable regulations. executive management relative to the
company's long-term goals.
auditors.
Achievements of BNRC during 2022

• Approved the mechanism for calculating and distributing annual remuneration for management.
• Prepared the remuneration report and submitted it to the Board for approval, which the AGM ultimately Chief Executive Officer
approves
• Discussed and approved evaluation mechanism of the Board agreed on conducting self-evaluation.
• Approved a number of training programs for Board members
• Reviewed and approved the company's organizational structure
• Prepared and approved the succession plan and submitted it to the Board for approval Managing the company's business operations by supervising daily activities,
implementing the company's strategic plans, policies and internal charters, and
Executive Management
• Provided recommendations to the board to reappoint current members, to preform their duties for the ensuring their efficiency and effectiveness
next 3 years untill 2025
Committee Members:
Governance and
Risk Management Department Internal Audit Department
Zaki Hilal Saud Al Busaidi (committee chairman) Compliance Department
Ahmed Tahous Al Tahous Managing risks efficiently to integrate

any new business undertaken by the
Monitor the implementation of the
defined governance framework to
Independence of this department is
guaranteed through reporting to
Bader Nasser Al-Kharafi company. this department is ensure the quality of the application BAC. It has access to sufficient
independent and reports to the BRC. and ensure compliance with resources. The committee provides
Talal Said Al Mamari It is allocated sufficient administrative applicable laws and regulations; the Board and the executive
Abdulrahman Mohammad Ibrahim Al Asfour (Independent) resources to identify, assess and
handle risks appropriately.
review and evaluate the governance
framework to confirm full compliance
management with an objective and
comprehensive view of the business.
Number of committee meetings in 2022: 1 with the laws and regulations.
Meeting 1/2022
Member
7/2/2022
Zaki Hilal Saud Al Busaidi

(Committee Chairman) 
Ahmed Tahous Al Tahous 
Bader Nasser Al-Kharafi 
Talal Said Al Mamari 
Abdulrahman Mohammad Ibrahim Al Asfour (Independent) 
Attendance Percentage 100%
Relationship between the Board of Directors and the Executive Management

A successful and balanced relationship between the Board and Executive Management is critical to good The Board supervises the development of the comprehensive business strategy and the decisions taken
governance and organizational effectiveness. Zain’s Board and Executive Management work as a team by Executive Management in pursuit of these goals. After approval by the Board and under the business
to ensure a smooth flow of information in both directions to enable effective decision-making based on strategy, Executive Management takes important decisions to implement that strategy. The Board ensures
constructive discussions and commitment to strategic direction. A fruitful relationship between the Board that such decisions support the achievement of the goals and long-term policies.
and Executive Management depends on a mutual understanding of the company's mission, vision, strategy,
member capabilities, implementation plans and expectations for achieving results. Moreover, a clear Moreover, the Board works to maintain and strengthen internal control systems and effective risk
understanding of the roles, mandates, and boundaries that allow each party to respect the responsibilities, management. It also manages the information, related data and resources used to effectively achieve the
contributions, and expectations of the other is essential. company’s objectives and assess management’s compliance with applicable policies, standards, laws,
and regulations.
The Board guides the company by defining corporate goals and strategy. In addition, the Board protects
the company by setting boundaries and processes for the executive management and employees in
general, ensuring safe operations and long-term success. Internal policies and procedures represent
these limits.
The company’s governance framework includes a set of policies and procedures that lay the foundation
of the relationship between the Board and Executive Management. It also defines the responsibilities and
expectations of both. Therefore, translating these principles into practice as part of the corporate culture
and the relationship between the Board and Executive Management is significant. Accordingly, the Board
is primarily responsible for promoting and maintaining a productive and efficient culture.
The Board enables the company's operations by supporting Executive Management and developing
resources. The role of Executive Management is to manage the implementation of the approved policies
and determine how to achieve the goals in light of the approved strategy. The Board has authorized
Executive Management to carry out the work appropriately within limits set by the Board. Executive
Management relies on the strategic direction and operational boundaries provided by the Board to
establish operational plans and procedures, which ensure that the company accomplishes its business
goals and maintains its integrity. Executive Management’s role is complementary to that of the Board, as it
is vital to the accomplishment of the company's mission.
The Board’s supervisory role over Executive Management entails monitoring performance, holding
them accountable for results, investigating issues, seeking clarification, providing direction, and sharing
knowledge and experience. Board members rely on Executive Management to promptly share all material
information needed to allow them to fulfil their obligations effectively.
Similarly, Executive Management expects the Board to trust them to implement the approved strategy
and achieve results accordingly. The Board also defines performance objectives and the scope of authority
transparently, ensuring ease of performance.
One aspect of the role of the Board is to choose experienced and competent members of executive
management. The Board appoints the CEO to convey this vision to the management team. The Executive
Management team, including the CEO, sees the Board as a tool that can be used to improve the company's
performance; in return, the Board understands the advantages of working with a talented executive team.
The Board evaluates the CEO and executive management with the CEO and the BNRC. Accordingly, the
CEO has a clear understanding of the performance expectations of senior management based on the
directives issued by the Board. The evaluation is based on continuous improvement to give executive
management a strong indication of the Board's expectations. The corporate culture at Zain depends on
asking and answering specific and direct questions, which is a good way to ensure trust between the
Board and Executive Management and help both parties achieve shareholder goals.
Rule III: Recruit Highly Qualified Candidates for the Members of a

Board of Directors and the Executive Management
About the Board of Directors
Board Nominations and Remuneration Committee (BNRC)
Ahmed Tahous Al-Tahous Abdul Rahman Mohammed

CHAIRMAN OF BOARD OF DIRECTORS
• A representative of Kuwait Investment
Ibrahim Al-Asfour
Work Experience: 36 years in the banking and investment INDEPENDENT BOARD MEMBER
Authority Work Experience: extensive technical experience in the
sector in the international and Kuwaiti markets.
• Member of the Board of Directors since 2017 • Member of the Board of Directors since 2018 application of information technology solutions, worked as a
He is the CEO of the tradable securities sector at the General
• Chairman of the Board of Directors since 2018 financial expert in the management of information systems at
Investment Authority (Kuwait), the world’s oldest sovereign
Date of birth: 1981 Equate Petrochemical Company,
wealth fund.
Education: Bachelor's degree in Business He has experience in the field of auditing through his work at
Date of birth: 1957 Other Memberships: Chairman of the Board of Directors of
Administration with a major in Accounting from the State Audit Bureau.
Education: Bachelor’s degree in Business the Tourism Enterprises Company, and a member of the Board
Kuwait University Other Memberships: Chief Executive Officer of Alpha Group
Administration with a major in economics from of Directors of the Industrial Bank of Kuwait.
Holding. He also served as a board member of WABA Medical
Kuwait University
Insurance Company.
Bader Nasser Al-Kharafi

VICE CHAIRMAN AND GROUP CEO
• Member of the Board of Directors since 2011 Work experience: He is one of the most active business
• Vice Chairman of the Board of Directors since leaders in the Middle East and Africa region. He has an
2015 exceptional record of leading business development and
• CEO since 2017 consulting projects for major companies and international
institutions. His expertise extends to the financial, investment, Yousef Khaled Al-Abdulrazzaq
Date of birth: 1977 business, and industry sectors across various projects in Member of the Board of Directors
Education: Master of Business Administration the Gulf region, the Middle East, Europe, Africa, and Asia. • A representative of the Kuwait Investment Authority Work Experience: His experience extends to 17 years at
degree from London Business School, and Other memberships: Chairman of the Executive Committee
of Kuwait Stock Exchange Company, Board Member of • Member of the Board of Directors since 2018 Kuwait Investment Authority in the general reserve sector. In
Bachelor’s degree in Mechanical Engineering from
Kuwait University Fouladh Holding Company, Member Board of Directors of the 2010, he participated in the project team for the privatization
International Refreshment Commercial Company (Coca-Cola), Date of birth: 1983 of Kuwait Airways. He is currently an investment manager
Member of the Board of Directors of Gulf Bank, Chairman of Education: Bachelor's degree in Business within the General Reserve Sector under the Direct Holding
NIC. Administration, majoring in Finance, from Kuwait department at the Kuwait Investment Authority.
University Other Memberships: Member of the Board of Directors,
Chairman of the Audit Committee, member of the Executive
Committee of the Touristic Enterprises Company (2012-2019),
Member of the Board of Directors and Chairman of the Audit
Committee and Chairman of the Human Resources Committee
in the Public Facilities Management Company.(2015-2018)
Work experience: Al-Mamari is the CEO of Omantel with

Talal bin Said Al-Mamari more than 20 years of experience in Telecom and ICT
Industry. He played a pivotal role in many projects, primarily
MEMBER OF THE BOARD OF DIRECTORS privatization of Omantel; the major restructuring which
• Member of the Board of Directors since 2017 brought together mobile and fixed operations, and the legal
merger of Oman Mobile with Omantel. He led the team to
implement a transformational strategy that included capacity
Zaki bin Hilal bin Saud Al
Date of birth: 1972
Education: Bachelor's degree in Business building, agile work culture, diversification programs besides Busaidi
Administration from Duquesne University, the shift from traditional telecom services to ICT-solution Member of the Board of Directors Work Experience: He has nearly 20 years of experience,
Pittsburgh – Pennsylvania, as well as Senior based Organization. This is further to forming the third largest • Member of the Board of Directors since 2020 having worked in the Ministry of Civil Service in the Sultanate
Executive Program from London Business telecom group in the region by managing acquisition project of of Oman in 1996 for 18 years, held the position of Director
School, UK 22% stake of Zain Group. General of Organization and Job Classification, and held the
Other Memberships: Membership of the Board of Directors Date of birth: 1973 position of CEO at the Institute of Public Administration
of Oman Corporate Governance & Sustainability Centre, and Education: Master's degree in public since 2014.
BMJBR Properties Limited. administration from the University of Exeter, Other Memberships: Membership in the Port Services
United Kingdom, and Bachelor's degree in public Company and the Oman Arab Investment Fund and currently
administration from Yarmouk University in Jordan in the National Life Insurance Company, membership in the
Board of Directors of Omantel.
Work Experience: He has a proven track record of

Atef bin Said bin Rashid accomplishment in information technology and business
Al-Siyabi development, spanning over 18 years. He has extensive
MEMBER OF THE BOARD OF DIRECTORS experience leading innovative technological solutions and
information systems, transforming business processes, and
• Member of the Board since 2020 driving technological developments. Atif is involved in various
investment initiatives in the ICT sector, where I have been
Date of birth: 1980 leading numerous assignments, devising comprehensive
Education: Master of Business Administration, strategies, and delivering several ICT projects at the national
General Franklin University · Ohio, USA level.
Bachelor of Engineering in Computer Hardware Other Memberships: Atif Al Siyabi is the Chief Information
and Networking Technology (Hons) Management at the Oman Investment Authority in the
Coventry University Sultanate of Oman.
Proffessional Leadership Development Program
HEC, Paris.
Aladdin Fadelbeit
MEMBER OF THE BOARD OF DIRECTORS
• Member of the Board since 2020 Work Experience: Experience of more than 18 years in the
ICT sector. Joined Omantel in 2005, he has assumed several
Date of birth: 1978 leadership roles in commercial operations, including network
Education: Bachelor's degree in electrical and operations, sales, quality control, call center and customer
electronic engineering from Sultan Qaboos service. He is currently the Executive Vice President of the
University, He holds two certificates in Disruptive Consumer Business Unit.
Strategies and Leading with Finance from Other Memberships: Vice Chairman of the Board of Directors
Harvard University. of "Infoline" company.
Nasser bin Suleiman Al-

Harthi
MEMBER OF THE BOARD OF DIRECTORS Work Experience: He has experience of up to 21 years in
• Member of the Board since 2020 the investment, economic and financial sectors. He is the
Acting Vice President of Operations at the Oman Investment
Date of birth: 1975 Authority, responsible for financial and administrative affairs,
Education: Master of Business Administration information management, legal affairs, and compliance.
from Victoria University in Australia, Other Memberships: ASYAD Group Chairman, Fisheries
Bachelor of Accounting from the United Arab Development Oman, Chairman, Vietnam Oman Investments,
Emirates University, National Leadership and Chairman, Oman Etihad Rail Company, board member,
Competitiveness Program (NLCP) from Oxford
University.
About the Executive Management at Zain Group
Nawal Hamad Bourisli

Ossama Matta CHIEF PURPOSE AND
CHIEF FINANCIAL OFFICER HUMAN RESOURCES OFFICER
Work Experience: He has extensive experience of more Work Experience: Oversees the work strategy of the Human
Appointment Date: 2010 than 23 years in the financial and administrative fields in Appointment Date: 2018 Resources function and Corporate Purpose, which includes
Education: Master's degree in Business the markets of the Middle East region. He joined Zain in Education: Program for Leadership Development building and refining job talents, change management
Administration from the American University of 2004 and held the position of Chief Financial Officer for the at Harvard Business School. programs, development, employment, preparing plans
Beirut and CPA certificate company's business in Lebanon "MTC Touch", after which he to maintain company values and work culture, managing
was promoted to the position of Chief Financial Officer of Zain employee reward and motivation programs, raising a sense
Kuwait until he was assigned the duties of the Chief Financial of job connection, providing an ideal work environment to
Officer of Zain Group in the Middle eastern markets. increase levels of Productivity and leadership development.
Nawaf Al-Gharabally
CHIEF TECHNOLOGY OFFICER Malek Hammoud
Work Experience: He has extensive experience of over 23 CHIEF INVESTMENTS AND DIGITAL
Appointment Date: 2020 TRANSFORMATION OFFICER Work Experience: A key member of Zain's executive
years in the wireless telecommunications sector in Kuwait,
Education: Bachelor's degree in Engineering management team, he is leading and involved in the execution
the Middle East and Africa. He participated in the plans to
from Kuwait University of key verticals of the Group’s 4Sight strategy in all its markets
modernize and upgrade the networks for Zain's operations Appointment Date: 2017 by building new revenue streams and seeking investment
in the region's markets, including designing and building the Education: Bachelor's degree in Electrical opportunities in the digital world and startup ecosystem.
third-generation network in Kuwait in 2005, installing the Engineering from the American University of Leveraging on his extensive experience in the banking sector
first wireless communications network in southern Iraq in Beirut (AUB), MBA from the London Business (capital markets, corporate and investment banking), under his
2003, and building the entire Zain Saudi network in 2007, he School (LBS), and a Chartered Financial remit, Zain has launched Zain Fintech, Zain Ventures,
was responsible in 2019 for the Zain network development Analyst (CFA). Zain esports, Dizlee API platform and Zain InsureTech in
investments in Kuwait. The first company to launch 5G
multiple markets.
services in the Gulf region.
Jennifer Suleiman
Kamil Hilali CHIEF SUSTAINABILITY OFFICER
CHIEF STRATEGY OFFICER
Appointment Date: 2018 Work Experience: 30 years of experience, led a series of
Education: Degree in Art History and Archeology initiatives in the fields of sustainability, develops the group's
Appointment Date: 2018 Work Experience: He has extensive experience spanning from Washington University, St Louis, Missouri, sustainability strategy, publishes sustainability reports and
Education: Bachelor of Science in industrial 20 years in the areas of strategies, developing growth USA thought leadership reports, leads the efforts to adopt the
engineering at the National School of Mineral plans for operations, and implementing strategic policies,
Sustainable Development Goals (SDGs), works on joint
Industry, Morocco, Master of Business including business development and strategic investments,
projects with related International bodies such as the GSMA –
Administration from Suffolk University Boston, portfolio management, mergers and acquisitions, corporate
(Climate Action Taskforce, ESG Metrics for Mobile, the Mobile
and Master of Finance from London Business development, and strategic investments, and he is a member
Alliance)- The United Nations Global Compact, Child Helpline
School, United Kingdom. of the Board of Directors of INWI Morocco, Zain KSA,
International, and other parties concerned with sustainable
ZainTech, Tasc Towers holding and Zoodmall.
development.
Dr. Andrew Arowojolu

CHIEF REGULATORY OFFICER
Mohammad Abdal
CHIEF COMMUNICATIONS OFFICER
Appointment Date: 2016
Education: Ph.D. in Mobile Wireless
Appointment Date: 2015 Work Experience: he presides over the departments of Communication (University of Liverpool - 1994), Work Experience: He has a proven track record in the
Education: Bachelor of Science in Business investor relations, corporate communications, governance, M. Sc. in Microelectronics and Communication telecommunications sector with over 30 years of experience
Administration with a double major in Finance and compliance; he has extensive experience, which started (University of Liverpool - 1991); BSc in Electrical in this field in the Middle East, Europe, Africa, and Asia
and Information Management Systems from with Zain 20 years ago, and witnessed its foreign expansion and Electronic Engineering (University of markets. He is responsible for the group regulatory strategic
Portland State University, USA journey in the Middle East and Africa region, as he established Lagos – 1988); LLM (Master of Law) degree in focus areas, international advocacy body engagement and
the Middle East Investor Relations Association (MEIRA) in Technology, Media and Telecommunications Law regulatory compliance with operating companies.
Kuwait. (Distinction) (Queen Mary University of London
Center for Commercial Law Studies – 2022).
Board Nominations and Remuneration Committee (BNRC)
Please refer to Rule II of this report, which contains all information on the functions and achievements of
Firas Oggar the Committee as well as the composition and meetings.
HEAD OF LEGAL
Remuneration Report for the Board of Directors and Executive Management
Appointment Date: 2017 Work Experience: Qualified lawyer before the Paris Bar with
Education: Master's degree from the University 22 years of experience in prestigious institutions in France
of Paris in international business law and the Middle East, experiences in executive positions, Board Summary of the company's remuneration and incentives policy, particularly related to members of
member in Zain KSA and Zain Iraq. Member of the GC Power the Board, Executive Management and managers.
list Middle East (Legal 500) since 2015, member of the board
of directors of the Association of Corporate Counsel (ACC),
MENA Chapter. The Board of Directors designs the remuneration policy. This policy sets the basis for the remuneration of
the Board and the executive management and its compatibility with the objectives and performance of
the Company. The policy reflects the company's goals and considers its operations' integrity and financial
position. This policy is part of the corporate governance framework. The Board implements this policy
through the Nominations and Remuneration Committee (BNRC).
Venkatesh Jandhyala The Company's remuneration policy was created in accordance with the following principles:
CHIEF INTERNAL AUDITOR
1. Link rewards to the degree of risk.
Appointment Date: 2014 Work Experience: 30 years in the business fields of
Education: Bachelor of Commerce and Law telecommunications companies and consulting firms, having 2. Attract and retain the best professionals.
degrees from Osmania University, Hyderabad, worked in various business environments in the Americas, 3. Ensure equality within the company and competitiveness outside.
India, a dual degree in Master of Science in Europe, Africa, the Middle East, and Asia. He received the
International Finance and an MBA in Finance and Playmobil Honorary Award in Accounting.
4. Comparison of market performance levels using analyses from specialized consulting firms.
Marketing from the University of Miami, USA, 5. Ensure transparency in awarding bonuses.
Chartered/Board Secretary diploma from India.
6. Link to performance indicators (KPIs) for Board members and Executive Management.
7. Be consistent with the company's strategy and objectives, both long-term and short-term
8. Match the experience and qualifications of the company's employees at different employment levels.
The company's remuneration policy determines the reward system in line with the objectives of the
company, shareholders, and stakeholders. This policy reflects standards and principles of best practices in
AbdulGhaffar Setareh good governance based on the relevant regulatory requirements.
CHIEF RISK OFFICER
The BNRC is responsible for the implementation of this policy. It is also responsible for reviewing the
Appointment Date: 2016 Work Experience: extensive experience and a proven policy annually and, when necessary, taking into consideration the extent of compliance with the laws and
Education: Telecommunications Engineering record of achievements over the past three decades in the
degree from Rabat, Morocco communications and information technology sector, having guidelines issued by the relevant regulatory bodies such as the CMA and others. The Committee submits
worked and led various work teams in operation, engineering, proposed policy amendments to the Board for approval.
insurance, cybersecurity, and risk management across all Zain
operations in the Middle East and Africa.
The Board is keen to promote the principles of effective governance within the company's remuneration
system. The Board, through the BNRC, continues to prepare and update the remuneration policy in line
with the company's strategy and overall risk framework.
Executive Management is responsible for designing the staff reward system per the approved policy and
following up on implementing the strategy.
Maryam Saif The KPIs are based on the company's overall strategy and are approved by the Board. Executive
CHIEF DIVERSITY, EQUITY AND
INCLUSION OFFICER Management implements this strategy and reports thereon to the Board regularly.
Work Experience: Leading diversity and inclusiveness with
Appointment Date: 2017 a focus on social diversity, internal innovation, and youth
Education: Master’s degree in Organizational development. Member of the British Psychological Society
Board Remuneration
Behavior and Bachelor of Science in Computer and the Association of Coaching, Practitioner in Change • The total Board remuneration shall not exceed 10% of the company's net profits (after depreciation,
Programming from London Met University, Management, a Fellowship of the Institute of Recruitment reserves, and payment of dividends to shareholders not less than 5% of the company's capital or any
Strategy Execution from Said Business School, Professionals and is qualified for Level 7 Advanced on
University of Oxford. Coaching and Mentoring received by the Chartered Institute of higher percentage, as provided in the Articles of Association of the Company).
Personnel and Development. • The Board remuneration is approved during the Annual General Meeting of shareholders as per the
recommendations of the BNRC and by the Board itself.
• In 2022, the total remuneration granted to Board members was KD 435,000, that was approved by
shareholders’ at the Annual General Meeting. Remunerations and benefits of Members of Board of Directors
"Remunerations and benefits through the parent company" Remunerations and benefits through the subsidiaries
Total "Fixed remuneration and

Executive Management Remuneration number of Fixed remuneration and
"Variable remuneration and
benefits (Kuwaiti Dinar)" benefits (Kuwaiti Dinar)"
"Variable remuneration and
benefits(Kuwaiti Dinar)"
benefits (Kuwaiti Dinar)
The Executive Management Remuneration System takes into consideration the environment in which the members
Monthly
company operates, the results achieved, the company's risk tolerance, and ESG factors and includes the Health insurance Annual
remuneration
Committees’ Health
salaries total
Annual
Remuneration
Committees’
remuneration
remuneration insurance
following key components: of the year
9 435,000 39,400
*Details of the segments and types of remuneration and benefits mentioned are examples without limitation
Fixed Remunerations
• Fixed remuneration is determined by the level of responsibilities assigned and the specific career
path of the executive member at the company. The remuneration index is established for each job, Total remunerations and benefits granted to executives who have received the highest remunerations including Chief Executive Officer and
reflecting the value to the company. the Chief Financial Officer or their deputy.
• Fixed remuneration is reviewed by the BNRC, in coordination with the relevant departments, if Remunerations and Benefits through the parent Remunerations and Benefits through the subsidiaries
necessary (i.e., human resources), on an annual basis to reassess the total remuneration package, Total
executive Fixed remuneration and benefits Variable Fixed remuneration and Variable
market conditions, and performance of divisions across the company.

remuneration remuneration
positions (Kuwaiti Dinar) and benefits

(Kuwaiti Dinar)
benefits (Kuwaiti Dinar) and benefits
(Kuwaiti Dinar)
• Fixed remunerations, including salaries, allowances, and benefits (and end-of-service indemnity),
are awarded under the approved salary and grading structure by the Board of Directors, the
Monthly Health Social Annual Housing Transportation Health Club Childrens Annual Monthly Health Annual Housing Transportation Childrens Annual
Salaries Insurance Security Tickets Allowance Allowance Allowance Education Remuneration Salaries Insurance Tickets Allowance Allowance Education Remuneration
(total of Allowance (total of Allowance
applicable laws and regulations and the manual of contractual agreements of employees issued by the year) the year)
human resources. 5 989,572 6,300 7,590 13,824 118,320 34,560 1,570 28,579 1,865,724
*Details of the segments and types of remuneration and benefits mentioned are examples without limitation
Variable Remunerations
• Variable remunerations are linked to the achievement of predefined goals. There are no material deviations from the remuneration policy approved by the Board of Directors.
• This type of remuneration is designed to motivate and reward Executive Management members.
Variable bonuses are allocated based on the individual performance of the Executive Management Rule IV: Safeguard the Integrity of Financial Reporting
member and the overall performance of the company.
• Variable remuneration in Zain can include two elements: annual variable remuneration (variable
remuneration granted to employees on an annual basis) and multi-annual variable remuneration Written pledges by both the Board of Directors and the Executive Management of the integrity of
(variable remuneration given to employees over multiple years indicating that the Board focuses the financial statements
on short and long-term objectives).
• There are two types of annual objectives: financial indicators (financial targets to be achieved by Please refer to the financial statements section in the 2022 annual report.
the company and departments during the fiscal year) and non-financial indicators (non-financial
operational goals to be achieved by the company through activities and processes such as product Board Audit Committee
introduction, entering a specific investment, etc.).
the Committee as well as the composition and meetings.
Balance between fixed and variable remuneration
The company ensures an appropriate balance between fixed and variable remuneration to allow for the
In the event of a conflict between the recommendations of the Audit Committee and the
possibility of reducing variable remuneration in the case of weak or adverse financial performance. The
decisions of the Board of Directors, a statement will be included detailing and clarifying the
percentage of fixed and variable remuneration is reviewed and determined annually by the Board based on
recommendations and the reason/s behind the decision of the Board of Directors not to abide by
BNRC recommendations.
them.
There were no inconsistencies between the Audit Committee recommendations and the decisions of the
Board of Directors during 2022.
Emphasizing the independence and impartiality of the external auditor
External auditors enhance corporate governance by ensuring the accuracy of company reports and the
fairness and clarity of the information in these reports. The external auditor examines the company to
ensure that its systems, primarily the financial, follow internal controls.
The Companies Law and the CMA regulations stipulate specific requirements that external auditors must
meet when preparing their audit reports and verifying the accuracy of company reports. Zain is committed
to having the external auditor be independent of the company and its Board and not perform actions
that may affect impartiality and independence. Therefore, the Audit Committee shall recommend the
appointment, reappointment or change of the external auditor to the Board, including determining their
fees and reviewing their appointment letters. The external auditor is officially appointed at the Ordinary
General Assembly based on the recommendations of the Board while fulfilling the following requirements:
• The external auditor is a licensed auditor by the CMA and has fully met all registration requirements
stated by the CMA
• The external auditor is independent and does not perform additional tasks that may affect neutrality and
independence
The audited financial statements provide an external view of the accounting and financial operations of the
company. The company's accounting system aims to identify, compile, classify, analyze, record, and report
on the company's transactions and maintain accountability for assets.
Among the tasks of the external auditor is to evaluate and verify the accuracy of the company's financial
statements and to ensure the company's compliance with relevant regulations, laws, and standards.
The external auditors express their opinion on the fairness of the financial position and the results of the
operations and cash flows presented by Zain. The external auditors confirm the accuracy of the accounting
principles used by the company and assess the risks. The Board makes sure that the external auditors
allocate sufficient time, resources, and skills to understand the business and the operations as part of
the procedures for auditing the financial statements. The Board also ensures that all observations in the
opinion letter prepared by the independent auditor are appropriately addressed by executive management.
The external auditors meet with the Audit Committee quarterly; additionally, they have the right to request
a meeting with the Committee when necessary, without the presence of executive management. The
Board must call for a General Assembly meeting based on a request from the external auditor within 15
days from the date of the request. The external auditors attend the meetings of the General Assembly
and read their report to shareholders, explaining any obstacles or interferences from the Board during the
performance of their duties. The auditors must also inform the CMA of any material violations or obstacles
and their details.
Accordingly, Deloitte and Touche (Al Wazzan & Partners) has been appointed to perform the functions
required by the independent external auditor. We would like to confirm that Deloitte is not doing any
additional services for Zain.
About Deloitte & Touche (Al Wazzan & Partners)

Deloitte & Touche, with its 286,000 professionals, enjoys a globally connected network of member firms
in more than 150 countries where it provides audit, consulting, financial advisory, enterprise risk, and tax
services. Deloitte & Touche (M.E.) is a member firm of Deloitte Touche Tohmatsu Limited (DTTL). It is the
first Arab professional services firm established in the Middle East with an uninterrupted presence since
1926, with more than 5,000 staff working in over 26 offices in 14 countries in the Middle East.
In Kuwait, Deloitte & Touche Al Wazzan & Co. has a strong audit practice serving leading enterprises and
institutions in telecommunications, banking, aviation, insurance, construction, trading, manufacturing,
energy, and resources. The Kuwait audit practice has 10 Partners, Principals and Directors, and more than
110 dedicated audit professionals.
Rule V: Apply Sound Systems of Risk Management and Internal

External mechanisms for control and oversight
Audit External control mechanisms are regulated by entities outside the company, such as regulatory bodies,
government agencies, independent auditors, and others. Most often, the objectives of external control
A brief statement on the implementation of the requirements for the formation of an independent
mechanisms are to assess compliance with laws, regulations and best standards. Zain undergoes an
department/office/unit for risk management:
independent audit as part of an assessment of the overall corporate governance structure. The company
is subject to oversight and inspection by the CMA, the Ministry of Commerce and Industry, the Anti-
Risk management operates independently, under the supervision of the Chief Risk Officer (CRO), a senior
Corruption Authority, the Competition Protection Agency, and the Communications and Information
position with adequate independence, resources, and access to the board of directors. In the popular
Technology Regulatory Authority (CITRA), in addition to governmental and regulatory bodies in all
Three Lines of Defense model for risk management, an independent risk function is a key component of
countries in which our operations are located.
the second line of defense of the company. This department is responsible for identifying, evaluating, and
supervising the risks to which the company is exposed. It falls under the Board Risk Committee in the
The CMA conducts a supervisory inspection and monitors the activities of the companies according to
company's organizational structure in accordance with the applicable laws and regulations.
the relevant laws. As a result of the aforementioned control procedures, the company’s operations are
audited, and reports are provided that include details of compliance, implementation, and any required
Board Risk Committee
amendments, violations or other disciplinary measures. In addition, all company records are subject to
examination and audit by the CMA.
the Committee as well as the composition and meetings.
Following the Companies Law in Kuwait and international accounting standards, the company must
appoint an auditor during the Ordinary General Assembly after the recommendation of the Board of
Internal Control Systems
Directors and the Audit Committee of the Board. The auditor may not be the Chairman or a member of
the Board of Directors of the company whose accounts they audit, or are entrusted with carrying out
Establishing the values, principles and responsibilities involved is a critical step in the decision-making
an executive position in it, or monitor its accounts or a relative up to the second degree of those who
process. Applying the company's code of conduct and internal policies is essential in managing operations
supervise the management of the company or its accounts, nor may they buy shares of the companies
efficiently and effectively while ensuring that the company's business is conducted ethically and legally.
whose accounts they audit. Moreover, the auditor may not buy or sell company shares during the audit
Therefore, the company emphasizes adherence to relevant laws, instructions, principles and practices
period or while performing any advisory work for the company.
through external and internal control systems designed to protect the rights of stakeholders and support
the company's objectives and strategy.
The auditor has the right, at all times, to review all the company's books, records and documents and
to request the data he deems necessary. The auditor or his delegate must attend the ordinary general
OUR VISION assembly meetings and submit a report on the company's financial statements. The report shows the
financial position of the company at the end of the fiscal year and the results of the company’s business
“to become the leading provider of innovation and digital lifestyle communications by providing the best
and simplest experience for our customers” operations for that year. It also includes a statement on whether the data contained in the report of the
Board and the company's books are compatible with generally accepted accounting principles and what is
stipulated in the law. The Board or a number of shareholders representing 25% of the capital may request
OUR VALUES the replacement of the auditor during the fiscal year.
Internal controls systems

Heart Radiance Belonging
The courage to make the choices Putting inspiration at the center Breaking boundaries and bringing The Board understands the nature and size of risks facing the company's activities, including sustainability
that makes this a better world of our powerful leadership people together risks represented in environmental, social and governance issues. The Board constantly seeks to reduce
the company’s exposure and works with the executive management to determine the appropriate action
to deal with these risks. This includes identifying internal or external factors that led to such risks and
INTERNAL CONTROL FRAMEWORK developing methods to confront them in light of the strategies and policies developed in this regard,
particularly the company's risk appetite. The company's internal controls help to maximize the value for
Defined Control Risk Assessment Awareness stakeholders and achieve strategic goals while complying with best practices, laws and regulations and
Three-line defense Responsibilities Environment
managing risks. Zain's control systems are the cornerstone for building and operating an effective system
• Internal Audit • Independent functions • External factors that • Compliance risks • Policies of internal control in the company to achieve its strategic objectives, provide reliable financial reports to
• Risk Management • Quality and Integrity shape the internal • Market risks • Procedures internal and external stakeholders, carry out its business efficiently and effectively, ensure compliance with
control environment
• Corporate governance • Assignment of roles per such as laws, • Operations risks • Code of conduct all applicable laws and regulations, and protect its assets.
and compliance governance principles regulations, charters and • Technical tools and
international standards software
• Independent registered
external auditors • Training
The following is a list of key procedures taken by Zain to ensure adherence to integrity and ethical values:
1. The company's organizational structure takes into account the Four Eyes Principle
2. The Internal Audit Department is independent as it reports to the Board Audit Committee. One of the
responsibilities of this department is to audit the company's operations and procedures, to ensure
compliance with relevant laws, policies and standards, and to identify areas that can be modified
3. Risk Management is independant as it reports to BRC
4. Assigning an independent audit office to evaluate and review the internal control systems and to
prepare a report to be submitted to the CMA on an annual basis
5. An independent auditor reviews and evaluates the performance of the Internal Audit Department every
three years; a copy of the findings report is provided to the Board Audit Committee and the Board.
6. A registered independent auditor provides limited independent assurance of the sustainability report
The elements of Zain’s control environment include a commitment to oversee integrity and ethical
values, maintaining the independence of the board of directors from executive management and their
supervision over the company’s internal control. It includes establishing the organizational structure,
administrative hierarchy, authority, and responsibilities to follow up on business objectives. In addition,
it ensures commitment to attracting, developing, and maintaining talent and upholding accountability
for implementing internal controls. Internal control systems consist of the set of policies, standards, and
procedures that are used to maintain control across the organization. The Board determines the structure
and framework for decisions taken by executive management in handling the company’s operations. The
Board has approved these internal policies and procedures to ensure that they are in line with the rights
of shareholders and stakeholders, the code of conduct, the applicable laws and regulations and the best
standards. In addition, the Board identifies and analyzes risks at least annually and on an ad-hoc basis
when significant changes occur in the company, the sector, or the regulatory environment. Thus, policies
and procedures include control measures to address these risks. One of the duties of the Audit Committee
is to assess the adequacy of the internal control systems applied within the company and to prepare a
report containing the opinion and recommendations of the committee in this regard.
The efficient control environment at Zain allows the members of the Board and executive management
to understand their responsibilities and the limits of their authority. The employees in this environment
are also committed to following the company’s policies, procedures, and code of conduct. The control
environment also includes technical competency and ethical commitment. The Board guarantees the
appropriate segregation of duties and procedures, maintaining documents and records, and assessing
performance by independent bodies. Conducting independent checks on performance is a valuable control
method. Based on the regulations and instructions by the CMA, the company appointed Al-Bazie &
Partners, an independent auditing firm, to assess and review internal control systems. The Internal Control
Review (ICR) includes a complete assessment of the company's internal control system to determine
whether the company's functions and departments are operating as intended and whether they can
manage the risks that the company may face in its day-to-day operations.
To enhance the control environment, the Board has created and published written policies and procedures,
codes of conduct and standards of behavior, the aim of which is to act ethically and create a positive
tone that requires the same standard of behavior from every individual in the company. In addition,
executive management encourages the highest levels of integrity and professional standards and
promotes a leadership style that enhances internal control systems within the company. The ICR provides
stakeholders, including shareholders, regulators, and the board, with an overview of the effectiveness of
the internal control environment. It highlights weaknesses in the company’s internal control environment
and identifies processes that can be improved. The ICR tests whether the internal controls are working as
required and approved by the Board. The assessment includes determining the internal control objectives
relevant to the company, reviewing the policies and procedures in place and documentation standards for
each, discussing the existing controls with the stakeholders, and ensuring that the company has taken
corrective actions on the identified weaknesses in a timely manner. The findings and recommendations are
shared with the Board and the CMA.
A brief statement on implementing the requirements for forming an independent department/office/ Rule VI: Promote Code of Conduct and Ethical Standards
unit for internal audit
Professional Conduct and Values
The Internal Audit Department operates independently. It falls under the supervision of the Chief
The company seeks to achieve its objectives responsibly. It is the responsibility of all those involved,
Internal Auditor and reports to the Board Audit Committee. The Audit Committee ensures that the
including the Board, executive management, and external parties that deal with the company, to perform
company operates ethically and complies with laws and regulations. In addition, BAC is concerned with
their duties and act on behalf of the company ethically and legally. Integrity is critical to the company's
supervising financial reporting, risk management and internal control and is also responsible for submitting
long-term success; therefore, our Code of Conduct sets out what we expect from all parties, such as the
recommendations to the Board regarding the appointment of an external auditor. The Internal Audit
Board, Executive Management, employees, suppliers, and partners. Zain ensures that all parties uphold the
Department reports to this committee in the company's organizational structure by the applicable laws and
same standards and adhere to relevant rules, laws and regulations. By doing so, the company is assured
regulations.
of making a positive and long-term impact on the sector, the markets in which we operate, and society
at large. Zain's Code of Conduct requires all employees to adhere to integrity, fairness, and honesty in all
The requirements to form the Audit Committee and define its responsibilities in the organization are
processes and business operations. The Board, executive management and all employees are committed to
complied with the relevant laws and regulations issued by the CMA and the Ministry of Commerce
rejecting all forms of unethical conduct, including but not limited to corruption and bribery. Accordingly, all
and Industry, which greatly enhanced the role of audit committees in the governance framework. The
partners, suppliers and stakeholders are committed to implementing the company’s code of conduct.
extent of the Audit Committee's role and duties is evident through its responsibilities (for details on the
role and responsibilities of the committee, please see the second rule of this report). Internal audit is an
Zain is committed to operating its business activities grounded on integrity, respect for the law and going
independent, objective assurance and advisory activity designed to add value and improve the company's
beyond the law to advance social and environmental responsibility. The company is firmly committed to the
operations. The Internal Audit Department helps achieve the company's objectives by providing a
United Nations Universal Declaration of Human Rights (UDHR), the Core Conventions of the International
structured and disciplined approach to assessing and enhancing the effectiveness of risk management,
Labor Organization (ILO) and the OECD Guidelines for Multinational Enterprises. Zain has created the
internal control, and governance processes.
Supplier Code of Conduct to ensure that our local and international suppliers share Zain’s commitment to
responsible business practices and adhere to Zain’s values. The Supplier’s code of conduct is available on
In line with our mission, the Internal Audit Department provides the Executive Management, Risk
the company’s website. The code contains general requirements applicable to all suppliers to Zain Group,
Committee and the Board of Directors with information, assessments, recommendations and advice
its operating companies, other subsidiaries and divisions.
regarding the audited operations and other critical issues.
The ethical guidelines of the Code of Conduct (available on the website) are intended to guide and enable
The Internal Audit function’s primary responsibilities can be summarized as follows:
employees, management and the Board to make the right decisions - as individuals and as a company.
• Evaluating the adequacy of the internal control systems
Adherence to the Code of Conduct is the responsibility of each employee at Zain Group and across
• Recommending improvements in controls
the subsidiaries. By doing so, we can have a positive and long-term impact, as corporate sustainability
• Assessing compliance with policies, procedures, and sound business practices
provides key competitive advantages. Zain does not rely on mere adherence to legal minimums, but as
• Evaluating compliance with laws, guidelines, and regulations
an industry leader, we aspire to be among the best in global sustainability practices. To achieve this, the
• Examining operations to determine whether results are consistent with established objectives and
Board, executive management, and all parties in Zain are committed to the highest human rights and labor
whether processes are being carried out as planned
standards and establishing a sound environment and good governance practices in all business activities.
• Working closely with departments to identify and evaluate risks and controls without compromising the
principle of independence
The Board adopted a Code of Conduct for its members to assist them in performing their duties towards
• Preparing an internal audit work plan based on a systematic risk assessment, including the risks/control
the company. The Board is responsible for promoting the company's success by directing and supervising
issues identified by the executive management, the audit committee and the Board
its affairs. The role of the Board is to lead the business and the company within the adequate controls that
allow for risk assessment and management; the Board determines the company's values and standards
The Chief Internal Auditor issues reports to the Audit Committee and the Board while carrying out the
and ensures that its obligations towards shareholders and stakeholders are understood and fulfilled.
tasks and responsibilities assigned to the management. The Chief Internal Auditor meets with the Audit
Committee of the Board periodically to report on the plans and results of the audit function and provide
any other information required. In addition, he has direct access to the Chairman and the Board in matters Personal Data Protection and Privacy
of pressing importance. Zain and its subsidiaries and affiliates are subject to laws, regulations, charters, and resolutions enacted
and promulgated by the relevant legislative bodies and regulatory authorities in each respective
jurisdiction. In addition, Zain complies with international standards such as those issued by the
Sustainability Accounting Standards Board (SASB) and the International Standards Organizations ISO/IEC
27001 information security management standard.
The protection and privacy of personally identifiable information (PII) entrusted to Zain by customers,
clients, employees, suppliers, stakeholders, local and international strategic partners, and other individuals
Zain works with are paramount to the organization. Accordingly, we are committed to protecting and
respecting the privacy of all data subjects who engage with the company securely and transparently to
comply with applicable legislation.
shareholders' value. In addition, it emphasizes maintaining the confidentiality of transactions and

Zain embeds its privacy administration processes in its Group-wide regulatory compliance management information issued by the Board.
and risk evaluation program, which actively supports the implementation of Zain Group’s ‘4Sight’ strategy.
The over-arching privacy policy at Zain sets out the broad principles and guidelines for collecting, Sanctions
processing, storing, and disclosing personal data in line with applicable laws and regulations. We also Zain Group has developed a sanctions policy in line with applicable sanctions laws and regulations. This
issue privacy notices on the websites of all Zain operating companies. These privacy notices are regularly policy summarizes the precautions imposed by the sanctioning authorities that control the company’s
updated, provide information on the latest country-specific data protection laws and regulations, and ability to conduct any activity in some high-risk regions or with sanctioned persons. This policy also sets
outline any country-specific mandates we further implement to protect your data. Please refer to the out restrictions and measures which must be followed by every employee in the company consistently. The
company's website to view the full data protection and privacy policy. The policy is approved by the Board. company is committed to complying with the sanction laws and regulations in all the countries in which it
operates; this aligns with its strategy and vision as the most trusted network provider.
Human Rights
This policy covers the effects of non-compliance with the sanctions laws and regulations and the process
Zain is committed to respecting human rights as defined in the Universal Declaration of Human Rights, for reporting such violations.
the International Covenant on Civil and Political Rights, and the ILO Declaration on Fundamental Principles
and the Rights at work. The policy is also guided by the United Nations Guiding Principles for Business Anti-Corruption
and Human Rights, the UN Convention on the Rights of Persons with Disabilities, the UN Convention on The Board has adopted an anti-corruption policy within the framework of corporate governance at Zain.
the Rights of the Child, the Guidelines of the Organization for Cooperation and Economic Development for The anti-corruption policy sets out the principles which Zain and its subsidiaries follow, based on zero
Multinational Companies, and it is in alignment with the principles of the United Nations Global Compact tolerance for bribery and corruption. This policy aims to ensure appropriate measures are in place to
and the Global Network Initiative’s principles on Freedom of Expression and Privacy – GNI Principles. This combat corruption and bribery in all company operations to avoid any violations of relevant laws and
policy applies to all Zain operating companies and those entities under Zain Group management control. regulations.
The policy also applies to all our suppliers and business partners. Our suppliers are expected to adhere to
the Zain Group Supplier Code of Conduct and the Zain Group Human Rights Policy. Zain is committed to Zain Group strictly prohibits offering, authorizing, or receiving bribes under any circumstances, including
monitoring this policy's implementation through its internal processes overseen by Group Sustainability, bribery of individuals and government officials. Such actions are unethical and illegal. We strive to succeed
Group Risk Management, Group Corporate Governance and Group Legal, whose mandate is to report on a with honesty and fairness, relying on our excellent performance and ethical business practices. We are
transparent basis the progress made on human rights issues to the Board. In addition, human rights issues committed to conducting our business activities with integrity, in line with our company Code of Conduct.
are communicated in Zain’s Annual Corporate Sustainability Report. This policy is communicated to all stakeholders, promoted, and supported by awareness and training
Conflict of Interests initiatives, to ensure full understanding and compliance by all stakeholders.
Zain's governance framework includes a set of policies aimed at protecting the rights of shareholders and The policy has been prepared under laws and regulations and covers various topics, including business
other stakeholders. This framework includes the conflict-of-interest policy that defines employee actions conduct, giving and receiving gifts, doing business with a third-party, political and charitable contributions
when there is a potential conflict between their personal and the company's interests. The policy also sets (Zain does not provide financial support to political parties and affiliations), financial facilities, non-
limits for employees where possible conflicts may arise. controlling ownership percentages, commitment to maintaining accuracy and integrity in keeping company
records, reporting and disciplinary measures in case of policy violation, conflict of interest, related party
Board members and Executive Management at Zain are obligated to disclose every actual or potential transactions, economic sanctions and anti-money laundering.
case of conflict of interest, as defined within the company’s policy based on relevant laws, regulations,
and international standards. Zain’s conflict of interest policy includes clear examples of cases of conflict Anti-Money Laundering (AML)
of interest and the methods of addressing and dealing with them. A conflict of interest occurs when an Zain’s commitment to the highest ethical and legal standards extends to its business operations across all
individual’s interests influence their judgment, decisions, or actions in a way that negatively affects their countries. Accordingly, Zain Group takes all necessary measures to prevent money-laundering activities
professional commitments or responsibilities and raises questions about whether their decisions can be within its footprint. The Board approved this policy to ensure that Zain is committed to complying with
unbiased. Accordingly, Zain includes conflict of interest in its policies, procedures and charters and treats all requirements of relevant Anti-Money Laundering and Counter-Terrorist Funding Laws, Regulations
every case with top priority. and Standards. This policy aims to ensure the completion of risk-based controls that prevent the misuse
of Zain Group assets by money launderers and those involved in financing terrorism. It also protects Zain,
Board members are also obligated to disclose any personal interest in the business and contracts for the its employees, and stakeholders from involuntarily committing money laundering and terrorist financing
company’s account. This disclosure is recorded in the minutes of the meetings. The Board member with violations.
personal interests in the topic at hand refrains from participating in voting on the relevant resolution. If a
Board member has a personal interest, a special report from the auditor shall be attached to this disclosure. Diversity, Equity and Inclusion
Zain’s Board is committed to the diversity, equity and inclusion (DEI) principles starting with the principles
According to the CMA executive bylaw, the company assigns an independent expert to submit a report behind the composition of the Board, which is in line with the size and geographic spread of Zain, its
to the General Assembly or the Board regarding any transaction or any arrangement whereby each of portfolio, culture and status as a listed company. The company recognizes the importance of a diverse
the parties enters into any project or buys an asset or provides financing for it when the value of the Board in providing a range of opinions in the decision-making process, which is beneficial to the company's
transaction or arrangement is equivalent to 10% or more of the company’s total assets. Such reports are long-term success and protects stakeholder rights. When selecting Board members, the process is
submitted before the deal or agreement is approved. based on reasonable criteria, and there is no discrimination on any personal or physical attributes that
do not speak to a person’s ability to perform as a member. The Board supports Zain’s DEI approach and
The policy is based on several principles, such as protecting the rights of stakeholders and maximizing
management efforts to ensure that the diversity of the Board and Executive Management is continuously Accordingly, the Corporate Governance and Compliance Department works to provide any clarifications
enhanced. related to disclosure requirements. This department is the main point of contact responsible for
communicating with and responding to the inquiries of the CMA and the relevant regulatory authorities.
The board approved this policy which aims to promote diversity on the Board in terms of experience and
knowledge regardless of gender, race, ethnic origin, disability, age, nationality, national origin, religion/ Data protection and privacy policy
belief, marital status, and social class. At Zain Group opposes all forms of discrimination. This policy is The company is legally and ethically obligated to protect customer information to ensure that it is not
largely set up to address the importance of a diverse Board in employing the unique identities, skills and misused in a way that harms the customer’s interests or the company’s reputation. All employees are
experiences of the members in a way that collectively benefits the company. responsible for protecting customer information and not disclosing any information they are not authorized
to disclose, following the relevant regulatory requirements. All employees are fully aware of all policies
Zain is proud to be among the first telecom providers in the region to have established a DEI department to related to data protection, distribution, transmission, preservation, or disposal.
indicate how seriously the company uplifts our entire workforce and benefits society.
Disclosure archive
This DEI department adopts a series of carefully prepared programs and initiatives in more than one All public disclosures are posted on the company's website; with the approval of the Corporate Governance
field, such as programs for gender diversity, a program for people with special needs, a program for and Compliance Department and in cooperation with the Corporate Communications and Investor
youth empowerment, and an internal innovation platform (helping Zain employees to turn their ideas Relations Departments, the company utilizes its website to communicate with stakeholders (shareholders,
into startups of their own) and programs for mental health. As Zain believes its employees represent its investors, customers, regulatory authorities, etc.) and distribute company information that is required to
greatest advantage, it takes pride in its continuous efforts to support its employees. While Zain Group be published. The information available on the website includes annual reports, quarterly reports, financial
continues its programs and initiatives to enhance its workforce, it seeks at the same time to harness the information, and market disclosures (for more than 12 years) and other information.
power of this diversity to build a business model that inspires others and sets an example in the labor
markets looking for a change. Details of DEI’s initiatives and policies are available on the company's Insider Trading Policy
website. Zain establishes adequate contractual arrangements that require insiders who have access to internal
information about it and its customers to maintain the confidentiality of such information, not misusing it,
transferring it or causing it to be transmitted directly or indirectly to other persons, and not urging other
Rule VII: Ensure Timely and High-Quality Disclosure and persons to deal in securities based on such inside information. In addition, Zain maintains a permanent
Transparency record of the insider's trades. Accordingly, Boursa Kuwait is obligated to receive the insiders' watchlist and
Disclosure mechanisms and characteristics to verify that the people whose names appear in that list comply with the provisions of applicable laws and
Zain adheres to the rules and guidelines of disclosure and transparency according to the Disclosure and regulations when trading in securities. Boursa Kuwait is also obligated to consider the adherence of the
Transparency Module issued by the CMA. The following are the most important policies concerned with insiders of the listed company not to trade during the prohibition periods indicated in the regulations and to
ensuring transparency in the company's operations: announce all disclosures received accordingly.
Disclosure policy Disclosures record for the Board of Directors and Executive Management
The company's governance framework includes a disclosure policy through which it ensures the accurate, The company maintains a record that includes all the disclosures of Board members and Executive
realistic, and timely disclosure of all material information related to the company, including financial Management. The company is committed to updating this record according to the disclosures issued to
position, performance, ownership, and corporate governance. The policy aims to enhance the company's ensure accuracy.
ability to comply with the rules, laws, and instructions issued by the CMA and other relevant regulatory
bodies while ensuring fairness and equality in providing the right to access that information. The company also maintains a record that includes the disclosures of the insiders. The information and
disclosures are kept within the internal electronic library that facilitates the availability of information to the
The policy defines a framework for the proactive disclosure of information related to the company. concerned parties at the appropriate time.
It emphasizes achieving a balance between the confidentiality required by our customers with the
information needed by stakeholders such as shareholders, regulators, and analysts. This policy aims to The company's official website contains a record that includes all the company's disclosures to the market
provide the necessary information to all stakeholders, whether they are employees, customers, members that date back more than ten years.
of society or the general public. This policy defines the principles and requirements of transparency and
the types of information that will be disclosed to ensure that stakeholders are treated fairly. The Board Investor Relations (IR)
monitors the disclosure process and communicates with internal and external stakeholders. A set of the Zain is committed to providing information and reports to shareholders and potential investors through the
company's internal policies has been published on the official website after the approval of the company's Investor Relations (IR) department. The Board has approved an IR policy that confirms compliance with
Board to provide a clearer picture of the company's internal processes, policies and procedures, which applicable laws, rules, and instructions, that covers all employees of the company and the company’s board
leads to a deeper connection with shareholders and other stakeholders and reaching the highest levels of directors. The IR policy includes all means of communication with shareholders, potential investors,
of trust with different groups of stakeholders. The Corporate Governance and Compliance Department analysts, and the media; this includes annual and quarterly reports, news, prospectuses, memoranda for
is responsible for supervising the disclosure process in accordance with the requirements of the CMA shareholders, press releases held by official spokespersons, and information on the company's website.
to ensure full compliance by the company with the instructions contained in Module Ten of the CMA’s
executive bylaw on disclosure and transparency. The most important principles of this policy are protecting shareholders’ rights, communicating with
shareholders, and issuing disclosures to shareholders. Accordingly, important information is made
IT infrastructure and disclosure processes

available to shareholders through appropriate means of disclosure such as periodic reports, annual reports, • The company's website includes all the disclosures that date back more than ten years. The website also
the company’s website, Boursa Kuwait website, quarterly communication with analysts and relevant includes periodic financial reports, analyst reports and other facts and indicators.
conferences, etc. • The website contains information about the Board, executive management and the company's code of
conduct, and the main principles and values that support the company's operations.
The responsibility for implementing this policy lies with the employees of the IR Department, in addition • Zain IR App: Developed in 2017, it is a comprehensive platform that caters to all IR activities and
to other stakeholders in the company. This department plays a vital role in ensuring the protection of publications of the company. The Zain app primarily focuses on disseminating key information to
shareholders’ rights by the company. The IR department includes multiple competencies and expertise, stakeholders, such as company financials, shareholders' presentations, earnings calls and management
which ensures easy and continuous communication with shareholders, potential investors, analysts, and transcripts. Additionally, it provides updated share price information, dividend details, and analysts’
the media. consensus to ensure investors are well-informed about Zain's performance. The app also features an
updated calendar that lets users track all the upcoming events related to Zain, ensuring that they do not
The main objectives of Investor Relations miss any significant announcements. The Zain IR App is a crucial tool. It enhances the transparency and
efficiency of all IR activities, ultimately leading to better communication with investors and greater value
1. Establish consistent and reliable communication channels with investors in compliance with relevant creation for all stakeholders.
regulations and laws, including those issued by the CMA and the Commercial Companies Law of the • The CMA is addressed by e-mail (in addition to mail) to provide the required information and
State of Kuwait disclosures.
2. Strengthen the company's position in the market and attract shareholders and investments • Communication with the CMA takes place through the CMA’s electronic portal, which was established
3. Establish a link between executive management and the financial community to strengthen the to facilitate the transactions of the entities covered by its supervision and enhance and raise work
relationship of executive management with analysts and stakeholders efficiency in an electronic environment.
4. Provide financial and non-financial information related to the company to the Board of Directors, • The company follows the electronic system of disclosures through the Boursa Kuwait website to update
executive management, shareholders, and analysts. disclosures and data.
• The company submits all required documents, such as the company's annual financial statements, the
Following the disclosure of the financial statements, the IR department organizes a call between Executive request, and other requirements necessary for holding the AGM, through the online platform provided
Management and analysts to discuss the results of the company’s financial statements and open the door by Kuwait Clearing Company. Moreover, all requests and inquiries by stakeholders are also received
to any inquiries that analysts may have regarding the company’s performance. The transcripts of these electronically by the Ministry of Commerce. Additionally, the platform facilitates other procedures and
calls are available on the company's website to be a reference for shareholders and the public in both services.
Arabic and English. • As listed in the Premier Market, Zain uses the electronic system provided by the Kuwait Clearing
Company to hold its AGM and enable the companies' shareholders to participate in the shareholders'
The IR team and Executive Management attend IR conferences to attract potential investors' interest meetings without attending in person.
and hold individual meetings with local and international potential investors and existing shareholders. • The company's intranet includes an electronic library that contains all the details and information, which
All executives attending these conferences are fully prepared to answer any questions or inquiries raised are easily accessible at any time with the correct credentials.
during the meetings, provided that these meetings meet all relevant regulatory requirements.
Rule VIII: Respect the Rights of Shareholders
The IR department is responsible for assembling the company’s annual report, including requesting input Summary of shareholders ’meetings during the last three years
from relevant departments. In addition, the IR team reviews the content received from these departments
and ensures its consistency with the company’s strategy and approved public image. AGM for the AGM for the AGM for the
year ending on year ending on Extraordinary Ordinary general year ending on
31/12/2019 31/12/2020 general meeting meeting 31/12/2021
Key highlights of the year 2022 for the Investor Relations Department:
Date of BOD meeting 12/2/2020 23/2/2021 9/5/2021 14/7/2021 10/2/2022
1. Achieved a significant accomplishment by elevating foreign ownership to 15% by the end of the year Date and time of the General 2020/3/19 2021/3/17 2021/6/8 2021/10/12 2021/3/22
Shareholders Meetings 10:00 a.m. 10:00 a.m. 10:00 a.m. 10:00 a.m. 10:00 am.
2022, as compared to the previous year's 13%
2. Managed to increase the analyst coverage to six active analysts, up from five last year. (2023 Target is a Venue
Zain HQ – Shuwaikh KCC KCC KCC KCC
and online access Live streaming Live streaming Live streaming Live streaming
total of 8 analysts).
3. Participated in four different Corporate-Days, hosted by Arqaam Capital, HSBC, and EFG Hermes Percentage of Shareholders in
69.95% 72.49% 77.99% 66.43% 75.15%
Attendance
(targeting different geographical markets including US, London & Dubai)
4. Contributed to amending the executive regulations of the Capital Markets Authority, and Boursa Kuwait Equal Treatment of Shareholders and Protection of Shareholders’ Rights
in cooperation with investor relations associations in the Middle East with regard to the importance of
The company is committed to ensuring that all shareholders exercise their rights fairly. In addition, the
investor relations in the premier market.
company is committed to protecting shareholders' assets from any misuse by the Board, executive
5. Participated in creating the Investor Relations Best Practices Handbook in cooperation with the Boursa
management, or key shareholders. The company treats all shareholders of the same class equally and
Kuwait.
without discrimination, in line with the company’s interests, and following the laws and regulations. The
6. Managed the annual general assembly meetings of companies affiliated with Zain Group (preparation,
company is committed to providing the following rights to the shareholders:
organization and distribution of profits), Zain Saudi Arabia (elections of the Board of Directors), Zain
Bahrain, Zain Iraq, Etisalat Plus, and Mada.
• Recording the ownership value in the shareholders' register with Kuwait Clearing Company (KCC)
• Disposal of shares through registration of ownership and/or transferring the agenda and related inquiries, and ask questions to Board members and the external auditor. The Board or
• Receipt of cash and share dividends the external auditor shall answer the questions to the extent that they do not jeopardize the interests of the
• Acquiring a share of the company's assets in case of liquidation (after payment of all debts of the company.
company)
• Obtaining data and information about the company's business and operational and investment strategy Shareholders are provided access to all the data contained in the disclosure register of the Board members
regularly and Executive Management members without any fees. In addition, shareholders are also entitled to access
• Participation in meetings of the General Assembly of shareholders and vote on its decisions the minutes of the AGMs.
• Election of Board members
• Monitoring the performance of the company in general and the work of the Board in particular The company sends out invitations for the extraordinary general assembly meeting at the request of a
• Accountability of Board members or Executive Management if they fail to perform the tasks assigned number of shareholders who own at least fifteen per cent (15%) of the company’s capital within thirty
to them (30) days from the date of the request as stated in the relevant laws. In addition, shareholders who own
a percentage of five per cent (5%) of the company's capital may add items to the agenda of the General
Shareholders also receive information and data following the laws. Shareholders are entitled to access Assembly meetings.
the information contained in the Company's disclosure records. As part of the company’s corporate
governance framework, the protection of shareholders’ rights policy has been developed to ensure the Each shareholder may file a case to nullify any decision issued by the Board or the general assembly (ordinary
company’s commitment to respecting and protecting the rights of all shareholders per the relevant laws or extraordinary) in violation of the law, the company’s articles of association (AOA) or the company’s
and regulations. In the provisions of the regulations and instructions issued by the regulatory authorities, memorandum, or that was intended to harm the interests of the company. In addition, shareholders who own
this policy applies to the company, its subsidiaries, the board of directors, the executive management, and at least 15% of the capital may appeal before the court in the decisions of the ordinary and extraordinary
all employees about their role in protecting the rights of the shareholders. General Assembly, which prejudice the rights of the minority shareholders.
Shareholders’ Register at the Kuwait Clearing Company (KCC)
In April 2004, Zain signed an agreement with the Kuwait Clearing Company (KCC) to maintain a record of Rule IX: Recognize the Roles of Stakeholders
its shareholders with the KCC. Accordingly, the KCC provides the following:
• Create an index for all shareholders, which includes the names, trading numbers, number of shares and Protecting the rights of stakeholders
nationalities. The demands of our stakeholders are constantly evolving and engaging with them regularly is essential
• Update the data according to all trading activities on Boursa Kuwait to the continuity of our business. Zain is committed to protecting the rights of stakeholders and creating
• Perform all procedures for transfer of ownership in addition to buy/sell transactions after obtaining all the benefits and job opportunities by ensuring a stable and strong financial position for the company.
required approvals from the regulatory authorities Accordingly, the Board is responsible for setting standards for protecting the rights of all stakeholders and
• Track procedures for lost/damaged certificates and the related issuance of new ones updating them, as appropriate, to clarify changes in the provisions of the law, regulations, and instructions
• Distribute cash dividends and stock splits issued by the regulatory bodies.
• Provide the company with shareholders’ balance reports on a daily/monthly basis
• Provide the company with unclaimed dividend reports monthly The purpose of this policy is to focus on the company's efforts to protect the rights of all stakeholders. This
• Distribute outstanding share certificates, issue new shares for heirs, and register them policy applies to the company, its subsidiaries, the Board, executive management, and employees, as each
• Record mortgage transactions on the company’s shares has a role in protecting the stakeholders' rights. Therefore, all members of the company's management and
• Prepare AGM invitations in coordination with the company its employees must be aware of the requirements of this policy and the relevant laws and are working to
• Allow shareholders to obtain the company’s information or documents in compliance with laws and comply with them.
regulations
Stakeholder categories include shareholders, regulators, customers, employees, the community, suppliers,
Shareholders’ voting and participation at the AGM and third-parties such as partners and competitors.
The company encourages all shareholders to participate in the Annual General Meetings (AGM) and to vote The company safeguards the protection of the rights of stakeholders through the following:
on all resolutions adopted by the Assembly, including the selection of the members of the Board. Any class • Dealing with all stakeholders fairly and ensuring that members of the Board, related parties and
of shareholders is entitled to attend the meetings of the General Assembly without paying any fees for stakeholders are treated fairly and without discrimination
their attendance. The voting in the General Assembly shall be by secret ballot. • Allow stakeholders to access information and data related to their activities to obtain and refer to that
information quickly and regularly
The Board invites all shareholders to the AGM under the laws and regulations. When organizing the
general meetings of the shareholders, the company includes the agenda and the date and place of the As the company guarantees the protection of the rights of stakeholders, it also expects all stakeholders to
meeting in the invitation. In addition, the company provides all information related to the agenda items well fulfil their obligations governed by contracts, laws and regulations issued by the relevant authorities.
before the General Assembly, particularly the reports of the Board, the external auditor and the financial
statements.
The company encourages shareholders to actively participate in the General Assembly, discuss the issues on
Stakeholder participation and following the company's operations Our Stakeholders:

The major responsibilities of the company’s Board towards its stakeholders include:
• To appoint competent executive management – As executive management, headed by the CEO, is
responsible for the day-to-day management of the company’s operations and for the implementation Our Customers Our People
of the company’s strategy, it is one of the foremost responsibilities of the Board to select a company of
personnel that is capable of performing this task competently. Communication Channels Communication Channels
• To effectively and efficiently supervise the company’s affairs – The company’s Board has overall • Interactive digital channel • Workshops
responsibility for the company, including approving and overseeing the implementation of strategic •
•
Customer satisfaction surveys
Store experience surveys
•
•
Groupwide emails and awareness material
In-person events
objectives, risk strategy and corporate governance standards. This is in addition to the Board’s • Services available through app, website, retail stores, • Annual employee engagement surveys
contact centers • Whistleblowing form
responsibility for overseeing executive management. The Board administers its supervisory duties • Digital and alternative channels – inbound customer service • Zainers app
directly or through its committees (Board Risk Committee, Board Audit Committee, and Board agents & telesales
• Direct messaging, social media platforms and various media
Priorities
Nomination & Remuneration Committee). outlets
• Job security and satisfaction
• To adopt sound policies – The Board must provide executive management with a clear framework for Priorities • Employee benefits
managing the company’s operations. This is achieved by having oversight over the key policies followed • Reliable, accessible, innovative and affordable service
• Opportunities for development and growth
• Competitive salaries
within the company, covering such areas as investments, credit and asset and liability management, and • Awareness about promotional material and other useful info • Have a relation to company’s core values and principles
• Customized services • Access to international networking opportunities
other related policies. • Transparency and accuracy of billing • Health and safety protection
• To remain abreast of the company’s conditions and performance – The Board is aware of any •
•
Data protection and information security
Efficient complaint resolutions
• Mental health and wellbeing
developments in the company’s internal or external environment. This enables the Board to intervene • Feedback analysis
promptly when the need arises.
• To maintain proper capitalization of the company – Capital adequacy is one of the primary measures of
a company’s financial health. Therefore, it is the responsibility of the Board to ensure that the company Our Suppliers Our Community
remains reasonably capitalized, taking into account regulatory requirements and the company’s strategic
objectives. Communication Channels Communication Channels
• To observe laws, by-laws, and instructions – The company is governed by a set of regulations with • Open direct channels and automated process engagement • Social media awareness campaigns
which it must comply. It is ultimately the responsibility of the Board to ensure that there are no violations. • Provide periodic assessments • Support and develop sustainable initiatives and activities
• Supplier Code of Conduct • Establish meaningful partnerships
• Check against conflict of interests, related party • Participate in community events, forums and workshops
transactions, and sanctions policies
• Efficient onboarding procedures
Priorities
Priorities • Build climate change mitigation and adaptation plans, in
addition to biodiversity protection
• Embedding principles of diversity and inclusion • Enable an inclusive digital society
• Incorporating sustainability standards • Responsible supply chain management
• Provide timely payments • Commitment to upholding health and safety standards.
• Establish community outreach programs that support
underprivileged communities
Our Investors Our Governments
Communication Channels Communication Channels

• Meetings, conferences (in-person and virtual) • CMA online portal
• Annual/interim reports and presentations • Boursa Kuwait (disclosure portal, emails)
• Press Releases • KCC (Kuwait Clearing Company) emails communications, eAGM
• Disclosure of company material info • Inspection visits
• Analyst Calls / Webcasts • Disclosure forms
• IR app/website/emails • Annual/periodic reports
• Social Media • Participation in events, workshops, forums
• Annual General Meetings (AGM) • Meetings (in-person and virtual)
• Feedback and surveys • Website (disclosure archive, reports, articles of associations,
policies)
• Topic specific correspondence with regulatory authorities
Priorities • AGM
• Financial reporting and integrity
• Communicating the Strategy
Priorities
• News about operations and activities
• Industry-specific news and updates • Compliance with laws and regulations
• Dividend Policy • Promoting best standards in the industry and the market
• ESG and corporate governance updates • ESG principles
• Regulatory Updates • Disclosure and transparency
• Investor Relations Events & Roadshows • Raising awareness about key topics such as ESG, digital
transformation and innovation investment
Rule X: Encourage and Enhance Performance • Required training courses

• Acquiring required information in a timely manner
Board Training and Development Plan
Board evaluation is a legal requirement per corporate governance regulations in Kuwait, and it is one of Many benefits can be considered for evaluating the Board and developing its performance. These benefits
the most important practices related to the Board’s performance. The Board of Zain clearly expresses include creating an opportunity for members to self-reflect, analyze and assess areas of weakness,
the company’s vision, mission, and values; therefore, its performance is characterized by a clear purpose, providing Board members with a tool to measure their effectiveness and competencies, stimulating a
effective leadership, and strategic direction. learning culture, and defining action plans to improve communication for effective decision-making. In
addition, this process will improve the working relationship between the committees and the Board. It will
The training program is designed to improve the effectiveness of the Board by expanding its awareness in facilitate identifying the training needs of the Board to ensure keeping abreast of the latest developments.
all matters related to the company, its performance, the telecommunications sector, the markets in which
it operates, and other important areas. The Board is always keen to utilize the available methods and The Board’s annual self-evaluation is one of the most effective ways to create a space for communicating
techniques to improve its effectiveness. any concerns and measuring the board of directors' performance. During the self-evaluation process,
the members are given the chance to expand their knowledge and awareness, be reminded of their
The training program for the Board aims to create a real difference in the company’s performance. The responsibilities, and create a healthy Board culture. Self-evaluation is considered one of the most
Board develops its performance by exploring challenges related to the performance of its role. The effective ways to give room for the members of the Board to express their opinions and add value to the
Chairman of the Board reviews the members’ training and development needs based on the evaluation performance of the Board, which is shaped by their personal touch and stems from the experience and
results and in cooperation with the BNRC. The Board seeks to develop its skills and competencies through background of each member.
training courses and increasing its knowledge of the leading technical aspects of the company's activity.
The Board decided to conduct a self-assessment of their performance during 2022, covering all areas
The company has prepared an induction program for the members of the Board that contains information and criteria based on the assessments made during the past three years by an external party. In addition,
about the company, its performance, mission and vision, and all internal policies and procedures, in the Board has incorporated updates to reflect recent trends and requirements by regulators and the best
addition to meeting with the executive management, conducting field visits to the company’s facilities, global standards. The Board evaluates itself and is assisted and supported by the Secretary of the Board
attending presentations on strategic plans and the most important matters related to financial and and the BNRC. The evaluation is provided to all members by the Secretary in an online questionnaire, and
accounting affairs, risk management, and compliance programs, the company's internal and external the results are analyzed. Decisions regarding performance development are made based on the feedback.
auditors and legal advisors.
The company encourages members of the Board to attend training courses and seminars to develop Value Creation
members' skills related to the company's business. Zain's Board is responsible for overseeing the company's business and the performance of executive
management. The Board also oversees the overall conduct of achieving our strategic objectives and
Board Evaluation creating long-term success to generate sustainable value for our shareholders and other stakeholders. The
Board performance evaluation clarifies individual and group roles to be more effective, translating into Board seeks to lay the foundation for a bright and sustainable future, aiming to accelerate growth through
better corporate governance. The Board, its committees and individual members are evaluated annually. responsible, inclusive and sustainable technology. The goal is to ensure that Zain continues to build trust
The evaluation of the Board includes several topics that affect its performance, added value, and the and create value for stakeholders. In addition, the Board monitors progress on the digital impact and
objectives of the company in general. Among these measures are the following: sustainability policy and oversees progress in achieving goals related to climate and the environment.
• Attendance and key performance indicators following the company's strategy and objectives and Zain has adopted sustainability practices in response to emerging challenges and stakeholder expectations
relevant laws and regulations through environmental, social and governance (ESG standards. Strategic focus in these ESG areas leads
• The Board's commitment to laws and regulations that deal with various topics such as business to superior financial performance and motivates the Board and Executive Management to keep abreast of
development, formation of the board's structure, adoption of internal policies and other responsibilities developments in the industry and achieve the highest value for shareholders and stakeholders. In addition,
and roles as determined by the regulations of the CMA trust and integrity in business operations lead to the attraction and retention of shareholders and increased
• Diversity, equity and inclusion in the composition of the Council customer loyalty. These non-financial factors act as sources of competitive advantage, which increases the
• Environmental, Social and Governance (ESG) Performance Standards company's value in the long run.
• Coordinating meetings, topics, and agendas by relevant laws
• The items of discussion, their objective and relevance and their impact on the company's performance Similar positive effects resulting from an excellent performance in the areas of ESG come through more
• Telecom industry trends and latest developments operational capabilities, quality of management, increase in confidence and efficiency of execution, and
• The company's risks and the most critical developments and procedures. more efficient management of capital. These factors also indicate the company's ability to make sound
• Communication with stakeholders and the effectiveness of these channels decisions strategically. As a result, it leads to allocating and attracting wealth and leading the company in
• Related party transactions and conflicts of interest an effective, productive and valuable way. In addition, ESG disclosures impact the company’s reputation,
• Discussing the reports issued by the regulatory authorities, auditors, or any inspection team and the leading to an increase in the company's market value, thus, achieving higher value for shareholders in the
work plans long-term.
• Deviations from the approved budget
Rule XI: Focus on the importance of social responsibility

A summary of the development of a policy that ensures a balance between each of the company's Each market conducted a variety of communication campaigns where Zain embedded pre- and post-
goals and society's goals. surveys to assess and measure generated impacts. The following are examples of the awareness
campaigns launched in each market:
The Corporate Sustainability (CS) department at Zain is responsible for assessing the company’s social,
economic and environmental impacts to create long-lasting value for the organization and its stakeholders. Bahrain
The CS department works cross-functionally to embed the CS strategy across the company’s entire value • Under its annual e-waste campaign, the company conducted an e-waste competition where
chain. Zain’s CS strategy aims to provide meaningful connectivity that leads to equitable and inclusive students across 23 public and private schools participated in a country-wide competition resulting
systemic change across Zain’s communities. in the top three schools being awarded prizes from Zain.
• To conserve the Bahraini agricultural heritage and enhance biodiversity, Zain Bahrain collaborated
The company developed its CS policy to support and outline the role of the CS department and ensure with the National Initiative of Agriculture Development (NIAD); Zain Bahrain supported an
that the CS strategy is embedded across the company’s business activities. The CS strategy is in direct afforestation program of the Al Istiqlal Walkway in the Kingdom planting a total of 230 trees with a
alignment with the company’s 4sight strategy contributing towards achieving the company’s goals and target of planting 1,000 by 2023.
strategic targets. The CS policy is an official statement that confirms Zain’s commitment to addressing key
social, economic and environmental challenges in its markets. The key focus areas highlighted in the policy Iraq
are an extension of Zain’s overall CS strategy, which include but are not limited to climate change, supply • In 2022, Zain Iraq reached 10 million people via its awareness campaigns on topics tackling plastic
chain management, data privacy and security, child online safety and youth unemployment. consumption, water pollution, and afforestation to measure behavioral change.
• Zain Iraq collaborated with Nakhleh Company to support the Ekfel Palm project, which aims
The CS policy is available on the company’s official website to ensure all stakeholders can access the policy to plant palms and spread awareness on carbon offsetting initiatives planting 2,000 palm trees
in Arabic and English. to date.
An overview of the programs and initiatives in the field of social work Jordan
Under Zain’s newly established Corporate Sustainability strategy 2020-2025, the company continues to • Zain Jordan, in partnership with its innovation center ZINC, launched its very first climate change
establish programs that help support the achievement of the strategic targets. hackathon targeting innovative ideas and projects to solve emerging environmental challenges in
the following areas: Water crisis, energy consumption, agriculture, and waste management. 200
1. Climate Change: participants and 52 ideas were pitched, and two winners were selected to receive funding and
support from Zain.
In 2022, Zain continued to embrace its evolving landscape by revisiting the assumptions regarding
climate-related issues and how they might impact the business in the short-, medium- and long term.
To remain agile and competitive and address its stakeholders' concerns, the company continued to Kuwait
transition from a business-as-usual energy-intense organization to a Net-Zero emissions’ pathway. • Zain Kuwait partnered with the Kuwait Dive Team to collect waste in Kuwait Territorial Waters.
Through this collaboration, Zain Kuwait aims to raise much-needed awareness on marine pollution,
To do so and embark on a comprehensive transition, Zain developed its Climate Change Compliance collecting a total of 2,850 tons of waste.
Framework. As a result, it is necessary to structure climate change adaptation and mitigation initiatives,
allowing the company to assess its business resilience to physical and transition risks and create more Saudi Arabia
value for its shareholders and customers. • Zain Saudi Arabia supported the National Green Initiative by planting 12,000 trees under the
Um Al Shagoog reforestation initiative in partnership with Green Horizon. The initiative aims to
From a community and customer standpoint, the company continued to track and measure behavioral increase vegetation in the Um Al Shagoog park, which covers 18 million square meters, to enhance
change concerning climate-related issues. As a result, Zain set quantitative targets for each of its biodiversity and promote ecological regeneration.
markets to address 40% of its customer base by 2025. After revising the targets in 2022, the company
increased the target by 10%. Additionally, Zain continues to further efforts in afforestation initiatives Sudan
through partnerships with multiple stakeholders, including governmental entities and environmental • Zain collaborated with the Sudan Animal Rescue Center in Khartoum to rehome and rehabilitate
organizations. endangered species found in the country, most prominently the center’s lions. In addition, Zain
provided irrigation supplies, planted 500 seedlings across the center, and provided a caravan that
could be used as a mobile veterinary clinic.
South Sudan
• Zain launched a country-wide SMS campaign to its 1.4 million subscribers on World Environment
Day and corresponding social media campaigns.
Women in Tech:
2. Operating Responsibly
Launched in 2021, the Women in Tech (WiT) program is a mentorship program targeting female
To address ESG impacts, Zain’s approach to responsible supply chain management encompasses all university students studying Science, Technology, Engineering, and Math (STEM) by matching them
the companies’ operations. The company has been working with its suppliers to upskill them and with experienced mentors who are Zain employees.
further develop their awareness and knowledge on sustainability-related components. As part of the
supplier assessment and selection criteria, sustainability-related aspects of the supply chain ranging • Zain Iraq collaborated with universities in Baghdad and Basra and Career Development Centers
from sourcing materials, health and safety, human and labor rights, to anti-corruption, are embedded in ‘CDCs to reach the target audience. Receiving 500+ registrations, the company filtered the
the process. applications following the WiT criteria. The program delivered six sessions for each student in
addition to access to Udemy, an online learning platform where 124 women graduated from the
Operation Bahrain Iraq Jordan Kuwait Saudi Arabia Sudan South Sudan program. Based on the feedback, Zain organized a job fair in its headquarters where graduated
mentees can apply for available jobs at Zain or its sister companies, resulting in 12 females
being hired.
Number of Suppliers 72 73 81 30 26 11 3
• Zain Jordan’s WiT stream was established through collaborative efforts between various
stakeholders to reach 100 students. In addition, the company leveraged its Zain Innovation Center
Additionally, the company scaled its physical audit process across its footprint. Each market had to (ZINC) to reach out to universities and the target audience. A total of eight sessions were provided
conduct two audits, with the corporate sustainability and procurement departments working together, to each student by Zain’s experienced mentors.
with observations then raised to suppliers for required remediation. After conducting the visits, Zain • During the year, Zain Saudi Arabia kicked off its WiT program by launching a country-wide
raises its observations to the suppliers per Zain’s audit checklist. Based on the observation raised, Zain campaign to attract its target audience, with more than 500 applicants being received. Zain will
provides a time frame for the supplier to rectify and respond to the observation. announce the selected 100 students in 2023. In addition, the company established a partnership
with CST and Google to provide additional informative workshops.
Operation Bahrain Iraq Jordan Kuwait Saudi Arabia Sudan South Sudan
4. Generation Youth:
Target Number of
2 2 2 5 2 2 2
Suppliers Child Online Safety:
Completed Yes Yes Yes 4 Yes Yes No • The company expanded an MoU with Child Helpline International (CHI) to mobilize, facilitate and
support child helplines across its footprint.
3. Inclusion • Zain Group launched the second phase of its Internet Monsters campaign, showcasing the
company’s commitment to raising further awareness on the risks children face online in alignment
People with Disabilities: with the UN’s Sustainable Development Goal 16.2, calling on ending all forms of violence against
children by 2030.
• The company launched its first fully accessible campaign titled #AwaysAccessible in collaboration
with the GSMA’s Connected Societies and Digital Inclusion teams & Microsoft MENA on creating Digital Literacy:
tips and tutorials on how to utilize accessibility features found in smartphones (Using GSMA’s • In partnership with UNICEF, Zain Jordan launched UNICEF’s Learning Passport, a global digital
Mobile Internet Skills Training Toolkit (MISTT)) and Microsoft Office. The campaign reached learning platform powered by Microsoft.
615,034 social media impressions.
2020 2021 2022
• The be an inclusive organization, Zain employees, encompassing sale agents in addition to Number of Users 21,931 33,696 70,000
employees from departments such as Human Resources, Corporate Communications, Technology
and others, are learning sign languages to effectively interact with customers, employees or
potential hires to communicate and serve people with hearing impairments. Currently, more than • Zain Sudan’s Back to School program focuses on supporting schools and students where the
300 Zain employees across Zain’s operations are trained in their respective national sign language. company rehabilitated and renovated a school in the North Omdurman area. The renovation is
expected to positively impact around 500 students yearly. In addition, Zain provided 200 young
students with school uniforms and 195 students with seating for their classrooms.
• Zain Bahrain continued its partnership with the Supreme Council for Women to provide the Girls
for Tech program powered by Clever Play, an organization aiming to embed STEM learning in
children’s educational experiences. The program provides girls aged 8-14 with skills on website
creation, code games, and basic robotics.
2020 2021 2022
Number of Users 1,000 Girls 100 Girls 250 Girls

Youth Unemployment:
• For the fourth consecutive year, Zain Iraq conducted the Summer Training in Entrepreneurship in
collaboration with IREX, a global development and education organization that operates in
100 countries worldwide, and the Ministry of Higher Education. Through cooperative efforts with
15 universities, Zain Iraq aimed to provide professional development and entrepreneurship skills to
the trainees.
2020 2021 2022
Number of Youth 87 76 87
• The Zain Great Idea (ZGI) accelerator program is an initiative established by Zain Kuwait in
association with Brilliant Lab. The program provides startup funding acceleration services that
operate between Kuwait and Bahrain and Mind the Bridge. Over the years, over 500 entrepreneurs
have had the opportunity to showcase their projects in four countries, and 70 participants have
been supported to accelerate their ideas into viable businesses.

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02

Corporate Governance Report 2022

Rule I: Construct a Balanced Board Composition

Board Nominations and

OpCo CEO’s & Zain Tech Technology

Corporate Comms, Investment &

About the Board of Directors Board of Directors’ Meetings in 2022:

(Kuwait University) engineering sector

Zaki Hilal Saud Al Busaidi     -  5

Zaki Hilal Saud Al Busaidi

Atif Said Rashid Al Siyabi Bachelor of Engineering in 18 years in information technology,

Hatmal Farouq Al-Qadi       6

Nasser bin Suleiman Al-Harthy Master's degree in business

Bachelor’s Degree in Business Audit and investment expertise within the

Master of Laws (L.L.M) Legal Consultancy

Board Risk Committee (BRC) Board Audit Committee (BAC)

Board Nominations and Remunerations Committee

Achievements of BNRC during 2022

next 3 years untill 2025

Ahmed Tahous Al Tahous Managing risks efﬁciently to integrate

Zaki Hilal Saud Al Busaidi

Relationship between the Board of Directors and the Executive Management

Rule III: Recruit Highly Qualified Candidates for the Members of a

Ahmed Tahous Al-Tahous Abdul Rahman Mohammed

Bader Nasser Al-Kharafi

Work experience: Al-Mamari is the CEO of Omantel with

Work Experience: He has a proven track record of

Nasser bin Suleiman Al-

About the Executive Management at Zain Group

Nawal Hamad Bourisli

Dr. Andrew Arowojolu

Board Nominations and Remuneration Committee (BNRC)

Total "Fixed remuneration and

market conditions, and performance of divisions across the company.

positions (Kuwaiti Dinar) and beneﬁts

Emphasizing the independence and impartiality of the external auditor

About Deloitte & Touche (Al Wazzan & Partners)

Rule V: Apply Sound Systems of Risk Management and Internal

Internal controls systems

shareholders' value. In addition, it emphasizes maintaining the confidentiality of transactions and

IT infrastructure and disclosure processes

Shareholders’ Register at the Kuwait Clearing Company (KCC)

Stakeholder participation and following the company's operations Our Stakeholders:

Our Investors Our Governments

Communication Channels Communication Channels

Rule X: Encourage and Enhance Performance • Required training courses

Rule XI: Focus on the importance of social responsibility

2020 2021 2022

Number of Users 1,000 Girls 100 Girls 250 Girls

2020 2021 2022

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