Region

Jurisdiction

Regulator

2022-11-23

Nomination Form for the Position of an Independent Board Member

The Central Bank of Kuwait issues this standardized nomination form to establish strict eligibility criteria for independent board members at local banks. Nominees must hold relevant university degrees, possess a minimum of five years' specialized experience in corporate governance or related fields, and maintain an equity stake not exceeding one percent. The form further mandates that candidates demonstrate independence from major shareholders, executive management, external auditors, and significant credit or deposit relationships while certifying data accuracy under penalty of forgery.

Kuwait

Central Bank of Kuwait

Nomination Form* for the Position of an Independent Board Member At: -------------Bank

Based on the rules of the revised Article (68) of Law No. (32) of 1968 concerning Currency, The Central Bank of Kuwait and the Organization of the Banking Business, and the Central Bank of Kuwait Board of Directors’ Resolution No. 89-A/439/2019 concerning the rules and regulations on the experience required in Article (68) of Law No. (32) of 1968 and its amendments for local banks.

Nomination Form For the Position of Independent Board Member At ------------------------Bank FIRST : NOMINEE’S PERSONAL INFORMATION 1- Name : ----------------------------------------------------------- 2- Date of Birth: : ----------------------------------------------------------- 3- Place of Birth : ----------------------------------------------------------- 4- Nationality : ----------------------------------------------------------- 5- Civil ID No.(If any): ----------------------------------------------------------- SECOND : ACADEMIC QUALIFICATIONS Academic Specialized Date of Name of Institution of Qualifications Qualifications Graduation Graduation 1- ------------------- ------------------- ------------------- -------------------- 2- ------------------- ------------------- ------------------- -------------------- 3- ------------------- ------------------- ------------------- -------------------- 4- ------------------- ------------------- ------------------- -------------------- “Please attach academic degrees, or official certified copies thereof” Signature of the Officer in Charge Signature of the Nominee

(2) THIRD : KEY JOBS AND POSITIONS HELD BY THE NOMINEE WITH GOVERNMENT BODIES OR STATE INSTITUTIONS, OR BANKING OR FINANCIAL INSTITUTIONS Name of Government Job or Period of Employment Body or Institution Position From To 1- ----------------------------------- --------------- -------------- ------------------ 2- ----------------------------------- --------------- -------------- ------------------ 3- ----------------------------------- --------------- -------------- ------------------ 4- ----------------------------------- --------------- -------------- ------------------ 5- ----------------------------------- --------------- -------------- ------------------ “PLEASE ATTACH SUPPORTING DOCUMENTS” FOURTH : CURRENT ACTIVITY PRACTICED BY THE NOMINEE 1- Type of Activity activity : _ 2- Name of the institution through which you practice the activity _ 3- Period of Practicing practicing the activity _ “PLEASE ATTACH SUPPORTING DOCUMENTS” 4- Do you participate in managing another institution practicing the same activity or a competitor institution?

5- Have any institution that you managed or held a senior position therein, been previously liquidated or declared bankrupt?

If the answer is “yes” to questions 4 and 5, please give details.

Signature of the Officer in Charge Signature of the Nominee

(3) FIFTH : INFORMATION RELATING TO THE FINANCIAL POSITION OF THE NOMINEE 1- Have you ever abstained from paying any outstanding debt to any local or foreign banks, investment companies or any other bodies?

If the answer is “yes”, please give details.

2- Have you ever entered into an amicable settlement with your creditors in Kuwait or overseas?

If the answer is “yes”, please give details.

3- Have you ever been adjudicated bankrupt, whether in Kuwait or overseas?

If the answer is “yes”, please give details and the date of issuing the court ruling.

SIXTH : OTHER INFOEMATION 1- Have you ever been convicted for a crime of immorality or dishonesty, whether in Kuwait or overseas?

2- Have you ever been punished by a disciplinary action by any of the former employment bodies, including service termination or removal from office, whether in Kuwait or overseas?

If the answer is “yes” to questions 1 and 2, please give details, and the date of issuing the court ruling or the penalty resolution.

3- What is the percentage of your equity stake in the capital of the Bank for which board membership you are nominated, whether directly or indirectly? (if percentage of ownership exceeds 1% of the bank’s capital, please complete the attached statement concerning direct and indirect ownership).

Signature of the Officer in Charge Signature of the Nominee

(4) 4- Do you have, upon nomination or had during two years prior to nomination date, an influential commercial, administrative or investment relationship with any of the major shareholders of the bank or any of the groups whose alliance accounts for an equity stake of a major shareholder?

5- Have you ever been, upon nomination or during two years prior to nomination date, a board member or have held an executive position in the Bank or Bank’s group?

6- Are you a first-degree relative of any member of the board or executive management of the bank or bank’s group?

7- Have you been, upon nomination, or during two years prior to nomination date, an employee in the bank or bank’s group, or any of major shareholders of the bank or bank’s group?

8- Do you or any of your first-degree relative have any credit relationship with the bank or bank’s group exceeding the total amount specified in the consumer and housing loans instructions, and must not have deposits or managed portfolios with the bank exceeding KWD 100,000 or its equivalent in other currencies?

9- Have you been an owner, a major shareholder, a board member or an executive member of a company that obtained credit or guaranteed credit from the bank or bank’s group above 5% of the paid-up capital?

10- Have you been, upon nomination, or during two years prior to the nomination date, a partner in the bank’s external audit firm or a member of the audit team of the bank’s group, and you must not be a first-degree relative of the partner carrying out the external auditing?

11- Do you receive from the bank any salary or money?

If the answer is “yes”, please give details of the amounts.

“Please attach the certificate from the Prosecution of Criminal Execution including the final rulings issued against the nominee, if any, taking into consideration that the period from the date of certificate to the date of submitting the nomination application to the Central Bank of Kuwait should not exceed one month. Any additional documents or information the nominee would like to add shall also be attached. ” Declaration & Undertaking I, -------------------------, the nominee for the position of an Independent Board Member at ---------Bank, do certify and attest that all data reported in this form are true and correct, and hereby declare my full responsibility therefor. I undertake to immediately notify of any amendments to the data reported under items Fourth, Fifth and Sixth from the date of submitting the form. I declare as well that I have read the first paragraph of Article (259) of the Penal Code which reads : “If an act of forgery is committed in an official

(5) instrument or in any of the banks documents, penalty shall be imprisonment for a period not exceeding 7 years. A fine not exceeding KD 525/- may be additionally imposed”. I am well aware that the submission of incorrect or misleading information to any authority concerned with the completion of the nomination forms, shall constitute an act of forgery in banks documents as referred to in the above mentioned article. I also declare that I have read the Guide on “Duties and Responsibilities of the Members of Banks Boards of Directors” issued by the Central Bank of Kuwait. Signature of the Officer in Charge The Nominee: Name: ------------------- ------------------------------------------- Signature: -------------- Date: --------------------- Declaration The undersigned declares that the data contained in this form is correct and has been reviewed and verified by the bank within the limits of the available information. Name : ---------------------------------- Chairman Signature : -----------------------------

In accordance with the Central Bank of Kuwait’s instructions regarding Corporate Governance dated 10/09/2019 and the rules and regulations related to the experience required in Article (68) of the Law No. 32 of 1968 and its amendments, the independent nominee for membership in a bank’s Board of Directors shall fulfill, throughout the term of membership, the following conditions:

Holds a university degree in economics, legal, administrative or technical sciences.
Has at least 5-year experience in any of the above-mentioned fields, specifically with respect to corporate governance, risk management, auditing, treasury and investment. Years of experience may include academic teaching in universities or in applied institutes specialized in any of such fields.
His/her equity stake and any of his/her first-degree relative’s equity stake, collectively, in the bank, directly or indirectly, shall not exceed 1%.
Nominee must not, upon nomination or during two years prior to nomination date, have had an influential commercial, administrative or investment relationship with any of the major shareholders of the bank or any of the groups whose alliance accounts for an equity stake of a major shareholder.
Nominee must not, upon nomination or during two years prior to nomination date, have been a board member or have held an executive position in the Bank. As an exception, for once upon implementing these instructions, current members of a bank or bank’s group, who meet all the other conditions of independency, may be nominated.
Nominee must not be a first-degree relative of any member of the board or executive management of the bank or bank’s group.
Nominee must not, upon nomination, or during two years prior to nomination date, be an employee in the bank or bank’s group, or any of major shareholders of the bank or bank’s group.
Neither the nominee nor his/her first-degree relative must not have any credit relationship with the bank or bank’s group exceeding the total amount specified in the consumer and housing loans instructions, and must not have deposits or managed portfolios with the bank exceeding KWD 100,000 or its equivalent in other currencies.
Nominee must not be an owner, a major shareholder, a board member or an executive member of a company that obtained credit or guaranteed credit from the bank or bank’s group above 5% of the paid-up capital.
Nominee must not, upon nomination, or during two years prior to the nomination date, be a partner in the bank’s external audit firm or a member of the audit team of the bank’s group, and must not be a first-degree relative of the partner carrying out the external auditing.
Nominee must not receive from the bank any salary or money except what he/she receives for board membership, dividends received as a shareholder, or interests on his/her deposits or investments during the normal course of the bank’s business.
Tenure of board membership of an independent member shall not exceed two consecutive terms. I hereby declare that I meet all the conditions set forth above for nomination as an independent member of the Board of Directors of ………… Name : ………………………………… Signature: …………………..…………