In fulfillment of the provision of Article 184 of Law No. 1 of 2016 issuing the Companies Law and Article 26 of the Articles of Association * of Ci-Net The Board of Directors has the widest powers and authority to perform all actions required for the management of the Company according to its objects. This power is limited only by the provisions of the law or the articles of association, or the resolutions of the general assembly. This is in addition to appointing the head and members of the executive management of the Company whether they are Board members or otherwise satisfy the conditions laid down by the Central Bank of Kuwait in this regard. The Board of Directors of the Company continues to perform its responsibilities provided for in the memorandum and articles of association, the governance rules and regulations at Kuwaiti banks as issued by the Central Bank of Kuwait on 20 June 2012, as amended by the Central Bank of Kuwait’s resolution of 10 September 2019. Within the observance by Ci-Net of the governance instructions, the Board of Directors has approved all policies related to the government instructions and standards and follows up its periodical updating whenever the need to do so arises. The Board of Directors holds the primary responsibility for reviewing and approving the Company’s strategic plan and budget and for comparing it with the actual balance sheet and specifying the business priorities. The Board of Directors supervises the implementation of those strategies, approves the relevant policies, controls and monitors risks within the company in order to ensure that appropriate management structure are in place, internal audit, review of the adequacy and existence of systems in line with all business policies and procedures in force at the Company, emphasizing that all the relevant policies are in place to ensure the work progress with obstacles. These are periodically reviewed with a view to updating or perfecting them, along with a review of the control policies and controls including internal control and compliance functions on a regular basis with the executive management particularly in order to ensure the independence of the work of the supervisory functions for performing the duties assigned to them according to the rules and policies laid down in this regard.

Ci-Net applies the requirements of registration, coordination and keeping the minutes of the Board meetings. Meetings are held upon an invitation from the chairman of the board of directors. In the event where emergency meetings are requested, such request should be made in writing and presented by two Board members. The invitation to attend the meeting, accompanied by the agenda and all the documents related to the items on the agenda, are sent to all the members not later than three days before the date of the meeting. The Board secretary registers the matters that will be considered and the resolutions that are taken in minutes of the meetings, taking into consideration any reservations made by the members or any conflicts of interest or different opinions raised during the meetings. The minutes of the meeting are recorded and kept in serial numbers for the year, showing the place and date of the meeting as well as the start and end time thereof. The minutes are signed by all the members who attended the meeting and are kept in a separate register that is easily accessible, and the documents presented and discussed at the meeting are attached to the minutes.

In its articles of association, Ci-Net specified the functions and responsibilities of the Board of Directors. A charter and work regulations are laid down for the Board of Directors, specifying the responsibility of the Board toward the Company’s shareholders and others, including the duties of the members, the role of the Chairman of the Board of Directors and the Executive Management. In addition to the periodical review of the approved financial and administrative powers that have been laid down in detail, the Board of Directors reviews the powers of the Board and the Executive Management in administrative, financial and operations transactions related to the Company’s operations and activities.