Epoxy Floor Coatings

Executive Team

Dheeraj Bhardwaj

Chief Executive Officer
Mohamed Assran

Chief Financial Officer
Maroun Raad

Commercial Director
Rami Tarakji

HR Director
Sanjeev Kaboo

Marketing Director

Seyi Osiyemi

Operations Director – CityBus

01

Compliance Statement

Corporate Governance Guidelines provide a framework of authority and accountability to enable the Board of Directors and management to make timely and effective decisions that promote shareholder value while complying with applicable law and the Company’s commitment to ethical conduct, integrity and transparency.

The Board and management are committed to implementing these Guidelines and to making good governance integral to the culture of the Company.

02

Responsibilities of the Board

The Board’s primary responsibility is to supervise the management of City Group to foster the long-term success of the Company consistent with the Board’s responsibility to maximize shareholder value. The Board may delegate its responsibilities under these Guidelines to appropriate committees of the Board. Management is responsible for the development of an overall corporate strategy to be presented annually to the Board.

The Board participates in the strategic planning process and reviews in depth and approves the strategy, including the human, technological and capital resources on its implementation. The Board then monitors management’s execution of the strategy and its achievement of objectives.

  • The Role of the Board of Directors

    To elaborate on the role of the Board beyond the scope of these Guidelines, the Board shall issue a Charter for the Board.
    The Board then monitors management’s execution of the strategy and its achievement of objectives.
    The Board approves the goals, strategies and objectives within which the Company is managed and oversees senior managements’ performance and compensation
    The Board may delegate its responsibilities under these Guidelines to appropriate committees of the Board.Any responsibility not delegated to a committee of the Board or to management remains with the Board.
    The Board participates in the strategic planning process and reviews in depth and approves the strategy, including the human, technological and capital resources on its implementation.

  • The Role of the Chair of the Board

    The Chair’s primary responsibility is to oversee the efficient operation of the Board and its committees and to set the tone at the top for the Board and its members to foster ethical and responsible decision-making.
    The Chair of the Board shall be appointed annually by the Board from among those directors under any laws and regulations applicable to the Company and under any governance guidelines or listing standards of any stock or securities exchange upon which the securities of the Company are from time to time listed.

  • The Role of Individual Directors

    Each director is responsible for providing constructive counsel to and oversight of management, consistent with a director’s statutory and fiduciary obligations to the Company. Each director shall advance the interests of the Company and the effectiveness of the Board by bringing his or her knowledge and experience to bear on the strategic and operational issues facing the Company.
    Each director shall enhance his or her familiarity with the Company and its business, people and competitive environment by preparing for and participating in meetings of the Board and its committees.
    Each director shall comply with the Company’s Code of Business and Workplace Ethics
    Each director shall attend all meetings of the Board and meetings of committees of the Board of which each director is a member in person or otherwise that permits all persons participating in the meeting to communicate with each other.

  • Board Composition

    The City Group Co. Board comprises 5 Non-Executive Members plus an Independent Board Member and the positions of the Chairman of the Board and the Chief Executive Officer of the Company are held by separate individuals. While the Board oversees the management of the business, the President and Chief Executive Officer is responsible for the executive leadership and operational management of the Company.

  • Meetings and Attendance

    The Board meets at regular intervals to discuss and decide on Company/business policy and strategy apart from other Board business. The Board/Committee Meetings are circulated to the Directors well in advance to facilitate them to plan their schedule and to ensure meaningful participation in the meetings.

  • Board Agenda

    Meetings are governed by a structured agenda. The Board members, in consultation with the Chairman, may bring up any matter for the consideration of the Board. All major agenda items are backed by comprehensive background information to enable the Board to take informed decisions. All Agenda papers are circulated prior to the Board meeting.

  • Matters reserved for the Board

    The Board has plenary power. Any responsibility not specifically delegated to a committee of the Board or to management remains with the Board. The Board may delegate its responsibilities under these Guidelines to appropriate committees of the Board.
    All other matters required to be placed before the Board for its review/ information/ approval under the statutes.

  • The Board-Management Relationship

    While the Board oversees the management of the business, Chief Executive Officer is responsible for the executive leadership and operational management of the Company.
    The Chief Executive Officer’s primary responsibility is to lead the Company. The Chief Executive Officer and his management team formulate the Company’s proposed goals, strategies and objectives, and presents them to the Board for approval.
    The Chief Executive Officer keeps the Board informed of the Company’s progress towards its goals and of all material deviations from the goals, strategies and objectives approved by the Board.

  • Company Secretary

    The Chief Financial Officer of the company also acts as the company secretary and is responsible for the collation, review and distribution of all the papers submitted to the board for its consideration. The company secretary is also responsible for the preparation of the agenda and convening of board meetings. The company secretary attends all the meetings of the board and its committees (except Nomination and Remuneration Committee), advises the board on compliance and governance principles and ensures appropriate recording of minutes of the meetings.

03

Board Committees

Currently, there are three board committees, the terms of reference of which are determined by the board from time to time. Meetings of each board committee are convened by the board secretary upon receiving a request from the respective committee chairman. Matters requiring the board’s attention are placed before the board by the respective committee chairman. The composition of these committees, including the number of meetings held during the financial year and the related attendance, are provided below.

  • Nomination and Remuneration Committee

  • Corporate Governance Committee

  • Audit & Risk Management Committee

04

Management Committees

Currently, there are five Management Committees, the terms of reference of which are determined by the Corporate Governance Manual. Meetings of each Committee are convened by the respective Committee Chairman. Management Committees are:

  • Internal Executive Committee

  • Revenue Task Force and Route Management Committee

  • Supply Chain Management Committee

  • Human Resource Committee

  • Credit Committee

05

Company Policies

The Corporate Governance Committee has institutionalized several policies to act as a guide to the Board Members, Executive Management and employees in course of 2014. We give below a brief outline of the policies that were introduced in City Group in course of the year. It might be pertinent to add that these policies were always in existence in the company but have now been presented in a structured manner in the Corporate Governance Manual.

  • Conflict of Interest Policy

    The policy lays down that Board members and employees shall ensure that there is no conflict or incompatibility between their personal interests, whether pecuniary or non-pecuniary and the discharge of their duties. This conflict may extend to any business undertaking in which the Board members, employees and their immediate family is acting in direct competition with the Company activities or interests for personal gain.

  • Related Party Policy

    The purpose of this policy is to provide the Executive Management of City Group Co. with a systematic approach to differentiate related parties, for approved types of related party transactions, and for proper documentation of such transactions. All transactions involving Company and a related party shall be identified and undergo an exceptional review, approval and disclosure process as per the Delegation of Authority Matrix.

  • Whistle Blowing Policy

    This Policy is a formal representation of the Company’s commitment to the highest standards of professional integrity, ethical behavior, transparency and fair dealing in the conduct of its business. It aims to provide a method of properly addressing bonafide concerns that Whistle Blowers might have, whilst offering them the necessary protection from victimization, harassment and/or disciplinary proceedings.

  • Code of Ethics Policy

    This policy commits the Company to conducting its business ethically, legally and in a manner that is fiscally, environmentally and socially responsible, while delivering sustainable value and strong financial performance. The Company is committed to maintaining the highest standards of honesty, integrity and fairness in all aspects of its business and expects the same in its relationships with all those with whom it does business.

  • Disclosure and Transparency Policy

    The company believes its reputation is critical to the creation of long-term value for its shareholders and has accordingly developed this policy to timely and accurately disclose all matters relating to its establishment, financial position, performance and ownership structure. The Board has set in place a system of disclosure and transparency which defines the aspects, fields and characteristics of disclosure in relation to the items that need to be disclosed

  • Stakeholders Relationship Policy

    The purpose of the policy is to provide the company with guiding principles to manage the way in which the Company interacts with key stakeholders and introduce a single strategic driver of the stakeholder engagement process across the business. The Company shall uphold the values of honesty, partnership and fairness in its dealings with stakeholders and shall foster a constructive relationship with them and make every attempt to understand and meet their expectations.

  • Share Trading Policy

    The Company has adopted guidelines against trading on the basis of inside information as described in this memorandum, which prohibit trading based on material, non-public information regarding the company. The guidelines cover officers, directors, all other full-time and part-time employees and consultants of CGC, as well as family members of such persons, and others, in each case where such persons have or may have access to Inside Information.

  • Risk Management

    Our company has an integrated approach to managing the risks inherent in various aspects of its business. As a part of this approach, the Audit and Risk Management Committee under the overall supervision of the Board is responsible for monitoring risk levels according to various parameters and the Management is responsible for ensuring implementation of mitigation measures, if required.

  • Delegation of authority

    The Board has drawn up a delegation of authority matrix to allow certain decision making authority to various levels of persons within both the Management and Board Committees. These pre-approved limits are linked to the value of transactions and are subject to internal verifications to ensure that the limits to the authority are not exceeded.

Our Approach

We at City Group Company firmly believe that Empowerment, Accountability, Control and Transparency are the cornerstones of good corporate governance and have embraced a culture of ethics and integrity above all else in our policies, our relationship with stakeholders and above all, our commitment to our values.
The management is fully aware of its position as the trustee of the shareholders’ capital and not its owner and assumes full responsibility for the development of an overall corporate strategy to be presented to the Board. The Chief Executive Officer is responsible for the executive leadership and operational management of the Company and is responsible for keeping the Board informed of the Company’s progress towards its goals and of all material deviations from the goals, strategies and objectives approved by the Board.
The Board’s primary responsibility is to supervise the management of the Company to foster the long-term success of the Company consistent with the Board’s responsibility to the shareholders to maximize shareholder value. It has plenary power and any responsibility not specifically delegated to a committee of the Board or to management remains with the Board. The current Board structure has been in place since 2013. It focuses on the Group’s strategy and seeks to understand the risks in the market it operates in.

Community

We are aware of our social responsibilities towards the community and have periodically conducted blood donation campaigns, conducted traffic orientations for school children for raising traffic awareness, collaborated with clinics and medical camps to raise the level of general health awareness, organized school sponsored job shadow visits to our office to meet and exchange views with the senior management in collaboration with INJAZ and deputed some of our qualified office staff to schools to discuss life skills. The safety of our customers and employees is one of our primary concern.
We maintain strict standards of safety and carry out a compulsory periodical quality inspection to ensure that the buses we operate comply with regional and international safety norms. We have also set up a Driver’s Training Academy in collaboration with the Traffic department of Kuwait to provide continued education to our drivers in defensive driving and sensitizing them towards the needs of the communities at large.

Environment

All forms of modern transport have environmental impacts. Well-run public transport has much to offer in limiting and reducing those impacts and City Group actively promotes such solutions by implementing new technologies. It has tested Euro III engines and on successful completion of testing, fleet expansion has been undertaken with these engines reducing considerably City Group’s carbon footprint.
In addition, City Group has inducted double-decker buses into its fleet, which will serve not only to reduce its carbon footprints even further but also to alleviate the congestion on the streets of Kuwait. City Group conducts various activities like tree plantations, water conservation, efficient lighting, etc. to support the environmental imperatives.

CSR 2017

  • Injaz Job Shadow was held at Carmel School and KNES School. Students were provided CGC overview along with site visits to Engineering work shop & Cold store division.
  • Medical Camp was organized at Metro Medical Farwaniya , which was attended by 45 drivers. 5 volunteers and 3 buses provided transport for the public at large.
  • Medical Camp organized at Salmiya Indian Model School, Salmiya which was attended by 65 employees, and transport was provided for the public at large.

CSR 2016

  • Health & Safety awareness stickers were put in all accommodations and offices to create awareness.
  • Sponsored support IWA’s mid-level compassionate and humanitarian projects. Assisted IWA by providing transport for autistic and special needs children.
  • INJAZ JOB Shadow program for Kuwait English School, 10th class students and Indian Community School of Kuwait (ICSK) to guide them about the fundamental business concepts in finance on scope career options and overall on CGC Finance.
  • Free medical camps for financially backward expatriate community in different areas of Kuwait like Farwaniya, Abbasiya etc. provided volunteer support, sponsorship and logistics support. 400 to 500 people attended these camps. Drivers availed of the free medical assistance and tests like BP, Blood test, Eye test, Echo etc. as well checkup for heart diseases, ECG etc. were done free of cost.

CSR 2015

  • We partnered with INJAZ, a non-profit organization, which aims to inspire and prepare young people to succeed in a global economy, where we hosted Job shadow programs for school children and our employees volunteered for the Career Success program for school children on various subjects.
  • We also organized a free medical Camp for the underprivileged in partnership with KDA and Indian Doctors’ Forum.
  • We helped raise funds to support IWA’s project “Chance to Live’ for children who are suffering with Thalassemia.
  • City Group employees planted over 800 trees in an effort to protect the environment and reduce our carbon foot print as an organization.
  • Our efforts were not only limited to Kuwait, but extended to Nepal and India, where we supported victims of the earthquake and floods respectively.

Join Us

We are always keen to meet energetic and talented people who would like to join our team. If you wish to be considered for any future positions,

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