Corporate Governance Consulting Services

Corporate governance means sound management or wise management. Accordingly, relevant international entities, such as the Organization for Economic Co-operation and Development (OECD), have established governance rules and urged the member countries including the State of Kuwait to adopt and implement these rules within their economic environment.

Corporate governance rules apply to all entities whether implemented voluntarily or mandatorily.

Regarding the mandatory application of corporate governance rules, regulators in the State of Kuwait, i.e. the Central Bank of Kuwait (CBK). Capital Markets Authority (CMA), and Insurance Regulatory Unit (IRU), have issued corporate governance rules and mandated their supervised entities to implement them.

With respect to the governmental entities, General Secretariat of the Supreme Council for Planning and Development issued the “National Guide for Corporate Governance in the Administrative Apparatus”, which provides guidelines for implementing the governance principles in ministries and other government bodies.

What are the corporate governance rules issued by the key regulatory authorities in the State of Kuwait to be implemented by the supervised entities?

1. Corporate Governance Regulations issued by Central Bank of Kuwait:

   The Central Bank of Kuwait issued Instruction No. (2/BS/ IBS/284/2012) dated 20 June 2012 to all Kuwaiti Banks regarding the Corporate Governance Rules and Systems in Kuwaiti Banks, as amended by Circular No. (2, BS, IBS/446/2019) dated 15 September 2019 to all Kuwaiti Banks regarding Updating the Corporate Governance Rules and Systems in Kuwaiti Banks, which include the corporate governance rules and requirements to be implemented by banks and financial institutions.

2. Corporate Governance Regulations issued by Capital Markets Authority:

   The Capital Markets Authority issued Resolution No. 72 of 2015 dated 09 November 2015 regarding the Issuance of the Executive Bylaws of Law No. 7 of 2010 concerning the Establishment of Capital Markets Authority and Regulating Securities Activities, Module 15 “Corporate Governance”, which includes the corporate governance rules and requirements to be implemented by listed companies and CMA-licensed companies.

3. Corporate Governance Regulations issued by Insurance Regulatory Unit:

   The Insurance Regulatory Unit issued Resolution No. 58 of 2023 dated 06 November 2023 regarding the Issuance of the Corporate Governance Rules, which includes the corporate governance rules and requirements to be implemented by insurance and reinsurance companies.

4. Corporate Governance Regulations in the State Administrative Apparatus:

   In 2021, the General Secretariat of the Supreme Council for Planning and Development issued the “National Guide for Corporate Governance in the Administrative Apparatus”, which provides the employees of government sector with a well-structured approach to implementing the corporate governance principles in different governmental bodies, e.g., ministries, government administrations, authorities, institutions and independent agencies with dependent budgets.

What are the systems that should be established under corporate governance rules?

Corporate governance rules require establishing a set of systems including the following:

• Developing an organizational structure
• Developing a job structure
• Developing job descriptions
• Developing processes, policies and procedures manuals that encompass all mandatory activities such as AML/CFT, cybersecurity and business continuity
• Developing an administrative and financial authority matrix
• Developing charters binding on the organizational units
• Any other optional systems that may enhance the adoption of responsibility, accountability, transparency and integrity.

What is the added value to business entities from Corporate Governance Consulting Services?

1. Ensure that regulatory compliance is achieved including compliance with laws, regulations, resolutions, rules, and instructions issued by the regulators;
2. Ensure compliance with the up-to-date international standards and practices, which are relevant to the entity’s business activities;
3. Promote the stakeholders’ confidence in the business entities and enhance its reputation in the marketplace where it operates; and
4. Utilize the expert knowledge and experiences brought through compliance consulting services.

What are the services offered by Baker Tilly Kuwait?

1. Preparing organizational structures according to the regulators’ requirements
2. Preparing job structures according to the regulators’ requirements
3. Preparing job descriptions
4. Preparing processes, policies and procedures manuals that encompass all mandatory activities such as AML/CFT, cybersecurity and business continuity
5. Preparing administrative and financial authority matrix
6. Preparing charters binding on the organizational units
7. Preparing the integrated report as per the CMA’s requirements
8. Qualifying entities for ISO standards such as ISO 9001 – 14001 – 45001 – 22301 – 31000 etc.
9. Corporate governance implementation in the governmental bodies as per National Guide for Corporate Governance