Annual Reports

Corporate Governance

Corporate Governance practices are integral part of our business activities at Alliance. The Company’s Board of Directors has set a conservative policy that was transformed into a governance system prior to the issuance of related laws and legislation. Alliance also took the necessary steps to determine the level of governance risks and set adequate internal controls and administrative systems for risk mitigation in line with the best international practices.

Alliance works within a corporate governance framework, aligning all of our activities to applicable regulatory requirements including corporate governance standards, best practices, internal policies, systems and controls. We are committed to defining, following and practicing the highest level of corporate governance across all our business functions. Our corporate governance is a reflection of our value system encompassing our culture, policies, and relationships with our stakeholders. Integrity and transparency are key to our corporate governance practices and performance and ensure that we serve and protect the interests of our stakeholders.

Governance Structure

We have aligned our organizational structure to embed sound corporate governance practices within the reporting lines, providing clear segregation of duties and independence of functions such as Compliance, Risk Management and Internal Audit. Our Corporate Policies clearly distinguish the role of the Board and Executive Management and there are clear descriptions of the roles of the Board; Chairman, Board members, Board Committees, Chief Executive Officer, Deputy Chief Executive Officer, Chief Financial Officer, Board Secretary, Head of Risk Management and Internal Auditor. The independence of key executives have been ensured through appropriate reporting lines. Our governance structure comprises of the Board, Board Committees and Management Committees.

Board of Directors

  • Mohammmad Abdullah Asad Zamani; Chairman
  • Bashar Ali Al Asad; Deputy Chairman
  • Khalid Ibraheem Al Omar; Board member
  • Dr. Khalid Abdulwahab AlKhayyat; Board member
  • Ayman Abdullah Asad Zamni; Board member

Board Committees

Alliance Board of Directors have the following core committees:

  • Risk management Committee:
    The Committee shall report directly to the Board and will specialize in risk management and preparing the policies & procedures for risk management function to comply with company’s risk appetite.
  • Audit Committee:
    The purpose for establishing the Audit Committee is to provide a culture of commitment in the company and by that, ensuring the correctness and integrity of the financial reporting of the company as well as the verification of the adequacy and effectiveness of the internal control systems applied.
  • Nomination and Remuneration Committee:
    The purpose of forming the Committee is to develop policies and to make recommendations to the Board on nominations, appointment, re-appointment of BOD Members and Executive Management; as well as implementing remuneration policies of Board members and Executive Management and effectively examining the selection and appointment practices of the Company. The Board retains ultimate responsibility for the delegated functions.
  • Executive Committee:
    The Executive Committee is appointed by the Board of Directors to assist the board in fulfilling its oversight responsibilities by reviewing and recommending new products, services and business developments, the updates and reports submitted by the Management Committees.
  • Management Committees
    (To be completed)

Internal Controls

Internal Control Systems (IC): The integrity and reliability of the internal control systems are achieved through policies and procedures, process automation, careful selection of employees, bringing awareness to the staff, and an organizational structure that segregates responsibilities.

Control procedures have been established to safeguard its assets and to ensure that decisions, actions, and transitions are properly authorized, and financially recorded. Risk Control Self Assessments (RCSA), compliance testing and reviews are conducted periodically by the Risk Management Department and Compliance Department respectively.

Internal Audit (IA)

The Internal Audit function independently reports to the Board Audit Committee “AC”. The audits are performed by the outsourced internal auditors according to the internal audit plan approved by the AC and comprehensive reports are submitted by the internal auditors directly to the AC. Necessary corrective policies and measures are adopted, wherever required.  The Internal Audit plan is implemented through evaluating controls over significant risks and the effectiveness of risk management, control and governance processes.

Risk Management (RM)

Alliance has a comprehensive risk management and control framework in place to ensure that the Company and its related entities are appropriately governed. The Board directs the policy and process framework and is responsible for risk management and for all risk control systems that are implemented in Alliance.

Code of Conduct

“Alliance Code of Conduct” set the key principles underlying business ethics. These principles are in line with industry best practice standards and emphasize professionalism in the asset management. These include specific rules against insider trading and our commitment to preserving the integrity of the capital markets.

External Auditors

The General Assembly of the shareholders has appointed Al Iban Al Al Qatami – Grant Thornton International as the external auditors of the Company.

Disclosures

The Company is committed to apply the highest standards of transparency.

Stakeholders rights

The Company is committed to protect the rights of shareholders, and the Board of Directors has approved policies that ensure the protection of the rights of all shareholders and that provides the shareholders to exercise their rights given in the Companies Law and the instructions of the Capital Markets Authority, which includes the following:

  • Right to be treated on par with other shareholders.
  • Right to record the value of shares owned in the Company’s records.
  • Right to transact in shares by assigning and/or transferring the ownership of shares.
  • Right to receive their share of dividend distribution and bonus shares
  • Right to receive their share of Company’s assets, in case of liquidation.
  • Right to receive information and data related to the Company’s activities and its operational and investment strategies on a regular and timely basis.
  • Right to participate in the General Assembly meetings of shareholders and voting on decisions.
  • Right to elect members to the Board of Directors.
  • Right to monitor the Company’s performance in general and the Board of Directors in particular.
  • Right to hold the Board of Directors and the Executive Management of the Company accountable and right to file claims, in case they fail to perform their entrusted duties.
  • Right to view the Company’s Articles and Memorandum of Association, General Assembly minutes, and the shareholder and bondholder registers at the registered address of the Company.
  • Right to dispose of the shares owned by the shareholder and to exercise pre-emption rights to subscribe for new shares and bonds or sukuks in accordance with the provisions of the Companies Law and the Company’s Articles and Memorandum of Association.
  • In addition to the above, the shareholders hold specific rights relating to General Assembly such as:
      1. Right to request a general assembly meeting if the shareholder holds a minimum of 10% of the capital of the Company.
      2. Right to grant power of attorney in writing to another shareholder to attend the meeting of the general assembly.
      3. Right to discuss the matters listed in the agenda and to question the Board of Directors, External Auditors on the same
      4. Right to receive information on the voting rights, rules and procedures.
      5. The Company shall not bar any of the aforementioned rights for any class of shareholders or lay down criteria which may discriminate between the classes of shareholders in order to establish such rights (currently, the Company has only one class of shares).

Private Placement Information

Issuing new capital shares for the purpose of increasing the capital of Alliance Medical Company for the Establishment and Management of Hospitals K.S.C. (Closed), for a maximum number of 585,000,000 ordinary shares representing 140.96% of the existing share capital to be issued through a private placement.

Alliance Medical Company for Hospital Construction and Management - Muhammad Abdullah Asad Zamani and Partner LLC, was established on September 8, 2020 as a limited liability company registered in the commercial registry under No. (435420) and carries out its activities under License No. (16560/ 2020). On May 10, 2023, the company’s legal entity became Closed Kuwaiti Shareholding Company from a limited liability company.

3-Financial Statement

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