Sunday, May 31, 2015

Differences and similarities between Internal and External Audit activities

The term “Audit”, with the advancement of knowledge, has become a word that needs definition to understand what it means.

Of the most prevalent audit types are financial audit, which is usually called External Audit, and Internal Audit.

Financial audit is an important activity used by business entities to express an opinion on the validity and fair presentation of the Financial Statements.

Meanwhile, Internal Audit is an important tool used to verify integrity of internal control systems and their implementation, thus achieving internal control.

There are broad differences between both types of audit. However, both are integral to each other. The following illustrates the differences and similarities between both types:

Differences
1. Mandatory Application













Internal AuditExternal Audit
Statuary to listed companies and companies licensed by Capital Markets Authority (CMA).However, it is voluntary for other forms of legal entitiesStatuary to all business entities.

2. Conducted By













Internal AuditExternal Audit
Employees of the organization, usually an internal auditing department.However, there is an increasing number of outsourced, or co-sourced internal audit functions, where internal audit service is provided by an external entityFor the companies subject to CMA and CBK supervision
Independent third-party auditors licensed by regulator, including Ministry of Commerce and Industry, Capital markets Authority, and Central Bank of Kuwait (CBK).For other business entities:Independent third party auditors licensed by the Ministry of Commerce and Industry only.

3. Appointed by, reporting to and responsible before













Internal AuditExternal Audit
Board of directors.Shareholders.

4. Objective













Internal AuditExternal Audit
Seeks to advise the board of directors on whether the entity’s major operations:

  • Have sound systems of risk management and internal controls.

  • Are in compliance with regulatory requirements

  • Are aligned with business strategic objectives

  • Are aligned with best practices


Seeks to provide positive assurance that accounting records and financial statements are true and accurate

5. Scope of Audit













Internal AuditExternal Audit
Covering all organizational unitsLimited to financial unit

6. Binding Standards













Internal AuditExternal Audit
No binding standards in Kuwait.
However, best practices are applied such as:

  • Standards issued by Institute of Internal Auditors (IIA)

  • Other standards, such as Information Systems Auditing Standards

  • Other frameworks issued by international organizations such as Committee of Sponsoring Organizations of the Treadway Commission (COSO), and Control Objectives for Information and Related Technology (COBIT)


From the perspective of accounting

  • Business Entities to apply International Financial Reporting Standards (IFRS) in accounting.


From the perspective of external audit

  • Auditors to perform their audit activities applying International standards on auditing (ISA).



7. Binding rules and regulations













Internal AuditExternal Audit
For companies subject to CMA and CBK supervision

  • Requirements of regulators: CBK and CMA


For other business entities
None
For companies subject to CMA and CBK supervision

  • Companies law 25/2012

  • Requirements of regulators: CBK and CMA


For other business entities
Companies Law 25/2012

8. Period of audit













Internal AuditExternal Audit
Annually for all companies subject to CMA and CBK to cover the financial year of the companyQuarterly is not mandatory, but normally required by companies for internal use

For other business entities

No internal audit services are mandated.However, voluntary internal audit services can apply.
Annually for all companies as per the regulations of the Ministry of Commerce and Industry Quarterly to meet the requirements of CMA & CBK

For other business entities

Annually as per the financial year set forth in the company memorandum of association to comply with the requirements of Ministry of Commerce and Industry.

9. Approach













Internal AuditExternal Audit
Risk based approach, covering business risksRisk based approach, covering risks of material financial misstatement.

10. The final report













Internal AuditExternal Audit
Customized report format;Forms an opinion on the adequacy and effectiveness of risk management systems and internal control, many of which fall outside the main accounting systems.Standardized report in a format required by Auditing Standards, consisting of two main parts:One part focuses on whether the financial statements give a true and fair view of the financial position of the entityThe other part covers the entity’s compliance with legal and regulatory requirements

11. Recipients of the report













Internal AuditExternal Audit


  • Board of directors

  • Company executive management

  • External auditors

  • Regulators




  • Shareholders

  • Other stakeholders

  • Regulators

  • Company executive management



12. Public disclosure













Internal AuditExternal Audit
Not applicableMandatory for listed companies

13. Service Nature













Internal AuditExternal Audit
ConsultingAssurance

14. Staffing













Internal AuditExternal Audit
Any university degree trained in internal AuditingUniversity degree in accounting

15. Career path













Internal AuditExternal Audit
Professional certificate as:Certified Internal Auditor (CIA)Professional certificate as:Certified Public Accountant (CPA) or Chartered Accountant (CA).Academically: Masters/PhD in Accounting

Similarities
Similarities between internal and external audit are as follows:



    • Testing
      Both the external and internal auditors carry out testing routines and this may involve examining and analyzing many transactions.

    • Internal Control Systems
      The internal auditor and the external auditor are concerned with authenticated procedures, organization’s systems of internal control and relevant implementation. Further, both tend to be deeply involved in information systems, since this is a major element of managerial control, as well as being fundamental to the financial reporting process.

    • Standards
      Both adopt a professional discipline and operate to professional standards.

    • Cooperation
      Both seek active co-operation between the two functions, as they are inter-dependable.

    • Reporting
      Both produce formal audit reports on their activities.



Thursday, May 28, 2015

Low Cost Housing PPP Project

An invitation from the Public Authority for Housing Welfare (PAHW) in the State of Kuwait has been published in Al Kuwait Al Youm (official gazette), Volume No. 1147 dated 1 September 2013, inviting Baker Tilly Kuwait consortium and other consortiums to participate in the contest to provide consultancy services to develop the tendering documents, and incorporate a company for the construction, operation, and maintenance of the Low Cost Housing Project in Kuwait.

This low cost housing project will be based on Public Private Partnership (PPP). This project comes under the Kuwait Development Plan (KDP) 2030.

The Kuwait government encourages achieving such mega projects with the participation of the private sector through Public Private Partnership (PPP).

PAHW has set 20 October 2013 as the deadline to submit the technical and financial proposals.

Source: Kuwait Gazette, Dated: 01 September 2013, Page No. 38

Solid Waste Management Project

Partnership Technical Bureau (PTB) invited, on 15 September 2013, investors of competent local, regional and global companies to express their interest of participation in the municipal solid waste management project. The deadline for receiving the Expression of Interest (EOI), as specified by PTB, is 17 November 2013.

PTB announced features of this investment opportunity for investors as follows:

Project objective : Treatment of municipal (household) solid waste in the State of Kuwait in accordance with best international systems, to protect environment and natural resources, and reduce lands wasted in landfill areas at its current status.

Project Location and Area : Kabd area, 25 kilometers from Kuwait City, with estimated total area of 500,000 square meters

Scope of Solid Waste Management :

  • Waste treatment by sorting of recyclable waste

  • Burning of residue waste using incinerators, to be converted into electrical power

  • Ensuring that the final residue from the incinerators is interred in approved landfill areas


Project Business Model :

  • Design, finance, build, operate, maintain and transfer, in accordance with Public-Private Partnership (PPP) program, for 25 years in addition to a 4-year period for designing and building, as provided by Law No. 7 of 2008

  • Ministry of Electricity and Water (MEW) will purchase electric power produced


Waste Recycling Capacity : 3,000 ton per day

It is worth mentioning that PTB has signed a contract with Baker Tilly Kuwait to accomplish the consultancy study for this project. Baker Tilly Kuwait is a member of UK-based Baker Tilly International, the world’s 8th largest audit, tax and consulting network in terms of revenue.

Source: PTB’s Advertisement in Al-Qabas newspaper dated 15 September, Economics Section, Page 33

Public Private Partnership Law Enacted

State of Kuwait seeks to create appropriate investment climate through suitable investment opportunities that allow the attraction of private equity, up-to-date technology and knowledge by implementing strategic projects based on Public Private Partnership (PPP) schemes. In addition to providing citizens with opportunities to participate in such project, promote savings and realize additional income sources.

In this connection, State of Kuwait enacted Law No 116 of 2014 regarding Public Private Partnership (PPP) on 23rd July 2014. The Law was published on the official gazette “Kuwait Al-Youm” on volume No. 1197 dated 17th August 2014.

Issuance of such a Law is a logical development to treat certain gaps in Law No. 7 of 2008 concerning regulation of B.O.T, and other similar schemes, and certain provisions of Law Decree No. 105 of 1980 regarding State Property.

The Law contains 48 articles, where Article (46) thereof obliges Minister of Finance to issue the Executive Regulations within 6 months from the publishing date thereof on the Official Gazette.

Law No 116 of 2014 regarding Public Private Partnership established a set of new criteria that can be summarized as follows:

1. Correction of generic title of the law:
The Law was titled Public Private Partnership. It pointed out that B.O.T. and all other similar schemes are types of schemes that fall under the title “Public Private Partnership” scheme.

2. Formation of Supreme Committee on PPP projects and defining its functions:
Article (2) of the Law sets out the formation of Supreme Committee on PPP Projects and defines its functions. Such Committee shall replace Supreme Committee on Projects constructed on the State’s real estate properties, which was formed pursuant to Decree No 145 of 2008. It shall undertake functions and powers of the Authority Board of Directors.

3. Creation of a Public Authority named PPP projects authority and defining its functions:
Article (4) of the Law sets out the creation of such authority, which shall replace “Partnerships Technical Bureau”, in order to legalize the status of the entity that will offer partnership projects given its multiple technical, preparatory, or executive responsibilities.

4. Regularization of the status of projects existing prior to effective date of the law:
Article (7) of the Law addresses the contracts concluded in accordance with the partnership scheme prior to the effective date of the Law emphasizing its implementation. Thereof as per the terms contained internally and in order to maintain stability of existing legal positions and apply the basic principle of “pacta sunt servanda” or “the consent makes the law”; provided that such contracts shall be terminated upon expiry of the term thereof as set forth in the respective contract and may not be extended or renewed in violation of the provisions of this Law.

5. Offering PPP projects with total cost not exceeding KD 60 million through competition. An investor may hold the entire share capital of the project company:
Article (12) of the Law handles the PPP projects with total cost not exceeding KD 60 million where it assigns the Authority to cooperate with the public entity in offering such projects through a competition among the investors interested in investing in the project. The successful investor may incorporate the project company or consortium company.

It is self-evident that the successful investor or consortium in this case will hold the entire share capital of the project company.

Needless to mention that the provision permitting the successful investor to solely incorporate the project company and possess its entire capital is an exception to the basic rule set forth under Companies Law No 25 of 2012, as amended, concerning the minimum number of incorporators and shareholders in a shareholding closed company. The same provision shall apply to the consortium company if the parties to the consortium are less than the minimum limit required for incorporating and holding the entire share capital of via closed shareholding company in accordance with Companies Law.

6. Empowering PPP projects authority to subscribe for the share allocated to the citizens:
Article (14) of the Law sets forth that the Authority shall subscribe for the share allocated to the citizens pending the project operation, particularly that the project is not expected to generate any revenues before this. The Authority is also authorized to subscribe for the share allocated to public bodies in order to maintain integrity of the company’s capital and eliminate obstacles hindering the incorporation of public shareholding companies, and hence determine the method whereby such shares shall be distributed after subscription by the Authority and when the project is in operation.

7. Council of Ministry is authorized to make decisions on offering certain projects with cost not exceeding KD 250 million through competition:
Article (16) of the Law allows Council of Ministers to make decisions on offering certain projects with cost not exceeding KD 250 million through competition instead of incorporating a public shareholding company. This is an exception to the provisions of Article (13) of this Law in order to provide more flexibility in involving the private sector to contribute to investment projects of private nature.

8. Increasing the contract term to 50 years:
Article (18) of the Law fixes the maximum term of the contract to fifty years. Such term shall be calculated effective from the completion date of construction and fit-out works.

9. Premium initiatives and projects:
Article (20) of the Law sets a specific mechanism for the benefits that the concept originator would obtain. Such benefits are dependent on the concept nature if it is determined to be a distinct initiative or project.

10. Intellectual property rights are reserved for the concept originator:
Article (22) of the Law reserves intellectual property rights for the concept originator. It also reserves the State’s right to benefit from such concepts.

11. Project financing:
Article (23) of the Law has primary significance as it permits the investor to adopt the financing methods set out therein including pledge of proceeds and shares held by them through creating the necessary guarantees to finance and execute the project.

This Article includes a provision stating that the borrowing amount may not exceed the percentage specified in the project documents as well as not exceeding the period set for the project or the remaining period thereof. It is also prohibited to pledge or sell the land on which the project is constructed.

Avoidance of Litigation to Alternative Solutions

Some people may not tend to resort to courts and litigation in order to settle their disputes due to prolonged procedures and long time span preceding enforcement of the judgment. Therefore, there are alternative dispute settlement methods.

These methods include any means for out-of-court dispute settlement, which would achieve fair unbiased evaluation prior to litigation. Negotiation, mediation, conciliation and arbitration are classified as alternative dispute settlement methods. However, negotiation is not used frequently in Kuwait as the case with conciliation, while arbitration is currently the most commonly used method.

Negotiation is an attempt to influence another person through exchange of ideas and valuable items. the process by which the participants, together with the assistance of a neutral person or persons, systematically isolate disputed issues in order to develop options, consider alternatives, and reach a consensual settlement that will accommodate their needs. Mediation has been increasingly known over the last twenty years where its outset was related to settlement of divorce disputes and procedures thereof.

Conciliation is a process whereby the parties seek to reach an amicable dispute settlement with the assistance of the conciliator, who acts as a neutral third party where he/she assists the parties to dispute with defining the disputed issues, develop available options available for them and consider alternatives in an attempt to reach an agreement among them.

Arbitration system is a special process of litigation through involvement of a third party or neutral parties to make the arbitral award binding based on certain objective standards and criteria. The arbitration is conducted through an arbitration tribunal, where both parties agree on one arbitrator who is not biased to any party or otherwise each party selects one arbitrator and the so selected arbitrators shall elect an empire who acts as the president of the arbitral tribunal. If both arbitrators fail to agree on the empire, the president shall be appointed by the arbitration center authorized to settle this type of disputes.

At present, litigation is not sought after by some people due to countless problems resulting from huge number of lawsuits heard before courts. This led the process to be very slow, where someone may wait for months and in some cases several years to have their lawsuit heard by the judge. In cases of challenge, the litigation process and its duration are unknown and unforeseeable.

By comparison, the alternative dispute resolution methods and their respective advantages can be summarized as follows:

First Negotiation: It is the most direct and least intervening method where there is direct contact between the parties to a dispute and their representatives in order to reach a settlement. Further, the representative of each party may have minor intervention, which would result in many cases in guaranteeing compliance by the parties to dispute and hence reaching a solution.

Second Mediation: it is based on an independent neutral third party who helps the dispute parties reach agreement or solution. This method is very useful if the parties to dispute have disagreement. Mediation is more used certain personal status lawsuits and some business lawsuits. It starts with debate with both parties followed by meetings and eventually, there would be a voluntary contractual agreement between both parties.

Third: Conciliation: This method is quite similar to mediation but the main difference lies in the fact that it adopts a more intervening technique, as the conciliator in this kind of settlement seeks, by all means, to enhance solutions, propose possible options and clarify potential privileges in this settlement.

Fourth Arbitration: This method is more judicial than other techniques and is the most similar to litigation but there is a great deal of freedom for the dispute parties where they can determine how to form their arbitral tribunal. This provides them with more flexibility than litigation and court settlement. This is the most popular technique in settling business disputes worldwide due to requirements of expertise in specific fields of law and arbitrators should be experienced in certain fields.

The importance of alternative dispute resolution methods lies in eliminating accumulated lawsuits at courts. This means that there will be more time and room for determining criminal issues involving public interest as compared to business related issues, which, given their nature, involve private interests. Therefore, courts can consider significant legal issues and continue to develop the judiciary.

Published in: Al-Qabas Newspaper
Date of Publish: 31 August 2014
Article By: Lawyer Haifaa Al-Huwaidi

Family Businesses

This publication highlights the family businesses in Kuwait as such businesses represent significant weight and impact on the local economics.

The family businesses in Kuwait in particular and the GCC in general began to pay attention to succession plans as part of their strategies for managing their business for the long run.

Recently, a significant shift has been monitored in the tendencies in family businesses to identify the best methods and the appropriate options to develop plans for transferring powers and inheritance.

The traditional pattern of the life cycle of a family business is to continue for over three generations at maximum, starting with the founding dean, moving to the developer generation who accompanies the founding dean and has been inspired by his experiences, then to the third generation, to whom the shares of business ownership go as an inheritance. The continuation of such businesses is subject to the harmony between the heirs regarding the future goals. If there was a positive harmony, they will be able to legally restructure the business and adopt organizational management systems. If there was no enough harmony, difficulties will soon emerge and the family business will deteriorate and eventually vanish.

Time for Succession Planning in Family Businesses
The most important element to focus on is to think of the right time. The question here is when the time is best suited for retirement or the introduction of the next generation to management, especially as such generation will not have the same experience. This will require the transfer to be in a gradual process to ensure successful transfer of powers. This time is often the most critical for any business. Therefore it is important to allocate enough time, effort, and expertise to pass such critical phase.

Islamic Shri’a
The Islamic Shri’a specifies the details of inheritance. However, inheritable business needs prior planning that comply with the Islamic Shri’a while at the same time determine the mechanism by which the business can continue operating in the future.

Corporate Governance in Family Businesses
Companies Decree-Law No. 25 of 2012 as amended by Law No. 97 of 2013 has been issued in Kuwait to require, in Article 216, business entities to apply the corporate governance rules issued by the relevant local regulators.

  • Central Bank of Kuwait (CBK) for banks

  • Capital Markets Authority (CMA) for shareholding companies


Although family businesses are not subject to the control of these regulatory bodies, such businesses can be guided by the rules and principles of corporate governance and adopt the voluntary and optional application of such rules as these rules constitute a good and solid foundation for sound management in the relations of partners from the same family away from emotions and disparity in experience and capabilities.

Baker Tilly International Network Questionnaire
In this context, Baker Tilly International network, based in the United Kingdom, in collaboration with Swinburne University, have conducted in January 2013 a study on the economic and psychological impacts which control the issues of succession in family businesses. The study has been reflected in the form of a questionnaire addressed to the owners of family businesses around the world. The preliminary results of the questionnaire indicates that 1,000 participants from 52 countries around the world have fully completed the data of questionnaire which was prepared in seven different languages. Their participation has resulted in the following outcomes:

  • 17.9% had already adopted future continuity plans.

  • 31.8% started developing future continuity plans

  • 50.3% have not yet begin developing future continuity plans.


Baker Tilly Kuwait renders Family Businesses Succession Planning consultancy
Baker Tilly Kuwait has specialized experts to provide Family Businesses Succession Planning consultations guided by the accumulated local and international expertise in this regard.

Article by: Hisham Sorour – Managing Partner – Baker Tilly Kuwait
01 August 2013

10 Traits of Successful Persons Anywhere, Anytime

Facts:
In the world of business and finance, successful persons, wherever they are and whatever activity they lead, are distinguished for common traits.

However, the experience, and ability to activate the following traits published by “Forbes”, remains to serve as the main factor of distinction between those who are fond of success and the people who live in day dreams.

The 10 traits of successful persons are:

1. They always ask the right questions
• Not only that! They ask the persons who have the correct answers.
• This means that they can solve their problems by resorting to experienced persons.
• Not only that! They can help other solve their problems.

2. They never stop learning
• Those who continue learning acquire a great deal of life experience that helps them attain success.
• Learning does not stop at the end of university study.
• For many, this means having the guts to venture into new experience.

3. Capable of making the change
• Of the main traits of successful persons is that they do not wait for the change and its implications.
• Therefore, they are proactive in making the difference before it is imposed on them.

4. Innovators, rather than consumers
• Successful persons focus on innovation, rather than imitating others in their relaxation.
• They do not keep themselves busy with a pure consumer pattern that undermines innovation and the desire of renewal.

5. They do more than they are asked
• This is a substantially significant trait, which means they never stop giving.
• It also means they are not limited to the tasks they are asked to accomplish. Yet, they continue to seek other approaches to continue innovation.
• This, in turn, reflects on the ability to confront difficulties, and embrace teamwork spirit.

6. They learn well from failure
• Successful persons are convinced that mistakes are the faster road to success by learning for the future.
• Experience can be rapidly acquired by learning from set-backs and failing attempts.

7. They adapt to variables
• Life is changing. It is imperative to adapt to market changes and the world of business, so as to continue success.
• Successful people always know that rigidity and stiffness would not serve their goals.
• This also means that they are never isolated from reality, but face their problems with patience and persistence.

8. They set achievable objectives
• They understand the reality of planning ahead for everyday activities, and set plans for the month, year, and long term plans.
• This is complemented by realistic objectives that suit the given abilities.
• Then, they invest all potential to achieve goals with patience and persistence.

9. They shoulder responsibility for their acts
• This means that it is no disgrace to admit the mistake, and avoid it in the future.
• They do not rely on others, but exert efforts to find solutions.
• Responsibility is always shouldered by hard workers, who tend to confront, rather than retreating.

10. They know when to go further, and when to depart
• This trait indicates the accurate choice of timing to change the current job.
• For them, it is time to start a new life or different activity.
• The ability of critical decision-making at a time that some may see as inappropriate.
• This is confirmed by their intuition, persistence, and strong belief.

Article by: Hisham Sorour – Managing Partner – Baker Tilly Kuwait
01 February 2014

It’s time for millennium generation and women to step into corporate boards

Lord Davies stated in his report «Women in Boardrooms», and he was right, that the best boards are those with «a variety of voices that must include women». They should also include the millennium generation.

Today markets are changing at a rapid pace that is more complex than ever. Companies seek to remain in a competitive position, and are therefore in need of a generation (Y) to help them identify the major and significant shifts and trends, starting from the emergence of the role of a client, whose influence has increased through digital technology, and ending with the post-global financial crisis business environment.

The argument to benefit from younger managers is strongly supported. Generation Y, also known as the millennium generation that belongs to the age group 18 to 35, with a population of two billion, represents the world’s largest demographic group. By 2018 it will constitute the largest purchasing power, compared to any other age group. Three out of four from the Millennial Generation are said to affect the purchasing decisions of other generations. Therefore, each business entity needs to understand the behavior and aspirations of the millennium generation, and that the existence of younger managers with appropriate qualifications can turn into the voice that expresses them in the boardrooms.

Benefiting from talents
Nevertheless, the best decisions made are those that maximize benefit from a broader base of talent, irrespective of the age. Moreover, managers bring with them a wide range of expertise, developments, and different living styles. In this context pluralism must include plurality of generations, rather than a mere gender plurality. The added perspective of the millennium generation may constitute a panacea to the problem of thinking about the collective unity, which is linked to the unity of age group.

The financial crisis has caused a an irreversible cultural and structural shift. The various institutions, from banks to supermarkets, began to reshape their values and business models in order to become more accountable, and to achieve continuity.

As David Jones says in his book «Who Cares Achieves Success», the “new price for success is good work.”

The millennium generation understands this new, and is best positioned to interpret and explain the prevailing culture of the Board of Directors.

Such cultural change, which is moving at an accelerated pace, is also driven by rapid technological and demographic changes. Today, social networks have provided consumers with more information than ever on how business entities manage their activities. While the Industrial Revolution has caused increasing influence of institutions and companies, the digital revolution has led to the strengthening of consumer influence. As noted by Jones, «history has not recorded any time where younger people were most understanding of what is happening around them». Companies that fail to understand the «tribute and sentiment of the current time» may find that brands, as well as their market share, has begun to fade.

Millennium generation can add value to the company to which they belong by helping it identify the Twitter-driven uncertain environment. That’s why Starbucks Corporation proceeded to appoint Clara Sheih as social media expert in its board of directors. She was then 29 years old.

Multiple Environments
Meanwhile, the phenomenon of globalization has led to the emergence of complex environments for decision-making that require skills and new perspectives to deal, for example, with emerging markets, as well as with new technologies that were not present around us, or for which we had a need in the past, as is the case today. Each company now should achieve balance between the experience of the Millennial Generation and the older “X” Generation. Millennium generation has a global outlook and inherent portability and readiness to embrace the digital age and to commit to learning throughout life. Bringing young leaders to the board would help upgrade it in this direction, while sending a generic message that the institution rewards talent and ambition.

Pessimists may argue that young officials lack the knowledge of the nature of the industry, and that they possess no operational experience that qualifies them to join the Board of Directors. However, these properties can be learned and developed, and the opponents should listen to Peter Kiev Gibbs, Chief Recruitment Office at Heidrick Westergails, who said: “Chairmen seek prominent leaders who can add to the success of their business in today’s global markets. The millennium generation enjoys a high degree of education; they speak several languages, and can easily adapt to technological changes. He began to change the way business is done. Age has not been just a number in the world of business any longer these days.”

Article by: Al-Qabas Newspaper and Financial Times
16 July 2014

International Professional Certificate in Regulatory Compliance

Baker Tilly Kuwait Audit, Tax and Consulting Services is always keen to provide professional certificates that enhance the capabilities and knowledge of individuals with the aim of enabling them to match the changes that take place in the business environment; such changes led and guided by the regulatory authorities, mainly represented in the Central Bank of Kuwait (CBK), Capital Markets Authority (CMA) and the Ministry of Commerce and Industry (MOCI) through the laws, resolutions and instructions issued by such regulatory bodies to the banks and companies subject to their supervision, with the aim of executing such laws, resolutions and instructions, while conducting their services for securing a sound business environment marked by transparency and equity.

In this regard, it became crucial for banks and companies licensed to conduct securities activity to create the title “Compliance Officer” within their organizational structure. It is stipulated that this job should be registered with the Central Bank of Kuwait and the Capital Markets Authority; which means that the approval of the said regulatory bodies of the qualifications, criminal record and the experience of the person occupying this job is required before recruiting him. The occupant of this job will be the official point of contact between the regulatory bodies and the banks and companies licensed to conduct the securities activity to ensure the validity of communication methods in terms of the relevant laws, resolutions and instructions and to ensure taking the necessary action for executing the same within the business entities referred to herein.

As the said job is newly created, Baker Tilly Kuwait has, several times, conducted the “Professional Compliance Officer (PCO)” training course which was attended by the occupants of this job who praised the value added in the study material, in addition to the academic expertise of the instructors who led this program. A lot of those who attended the training program have stated that they, for a long time, wished that an international professional certificate in regulatory compliance could be conducted in Kuwait to be able to join it with the aim of improving their skills and knowledge, thus contributing to developing their career path, along with professional application of the regulatory compliance in the business entities they work for.

Baker Tilly Kuwait Auditing, Tax and Consulting Services has undertaken the task to turn such desire into a reality for their clients as Baker Tilly Kuwait is in the process of signing a memorandum of understanding to deliver the review course of “The Regulatory Compliance Certificate- Advanced Level” offered by “The International Compliance Association (ICA)” in association with the University of Manchester Business School, UK.

The certificate will be conducted three times per year; twice in Arabic Language and one time in English Language, with the aim of overcoming the language barrier. Upon conducting the same in the Arabic language, the course material will be in Arabic and the exam which will be in the same language. In the case of English version, the course material will be in English and the exam which will be in the same language. The course material of this certificate will be distinguished, as it will contain the regulatory rules issued by the regulatory bodies in the State of Kuwait; which is a simulation of the international and local rules in terms of application.

The review course will be conducted in one of the training venues in a 5 star hotel over three days starting from 9:30 am to 4:30 PM and at the end of the third day an exam will be conducted, adopting the handwriting technique. It is expected that the first session of the program will be conducted from 10 – 12 November, 2014.

Tuesday, May 12, 2015

Implementation of Corporate and Bank Governance Rules and Regulations

This issue addresses governance pillars or rules issued in the State of Kuwait by the Central Bank of Kuwait as the regulator of banks and also by the Capital Markets Authority as the regulator of the shareholding companies that operate in the securities activity. Inquiries began to be raised about what is the governance and its rules or principles, what is the size of change it would make in companies’ management systems or the behavior of its employees or corporate behavior towards stakeholders and community. This issue addresses all of the foregoing answers.

“The years 2012 and 2013 mark the introduction of corporate governance in the State of Kuwait”, said Hisham Sorour, Managing Partner of Baker Tilly Kuwait which is considered one of the world’s top eight accounting and audit firms.

The Central Bank of Kuwait (“CBK”) issued new instructions regarding governance rules on 26th August 2012 instated of the instructions issued in this regard in May 2004. These rules are applicable to banks. The instructions provide for implementation grace period until July 2013. The new instructions have shed light on 9 pillars as follows:

1. Board of directors
2. Corporate values, conflict of interests and group structure
3. Senior Management
4. Risk management & internal controls
5. Remuneration policies and procedures
6. Disclosures and transparency
7. Complex structure banks
8. Protection of shareholders’ rights

The Ministry of Commerce & Industry also issued companies decree law no. 25/2012 as amended. Article 217 thereof provides that “the competent regulatory authorities shall set forth corporate governance rules for the regulated companies to provide optimal protection and set balance between the interests of the company management and shareholders as well as other stakeholders. It also provides for the perquisite conditions of independent members of board of directors”. Several other articles have addressed the matter related to the composition of board of directors of shareholding companies for sound governance of the company in compliance with the governance rules and the contemporary developments. These rules include but are not limited to the following:

1. Article 214 : Separation between executive management and board of directors
2. Articles 228 & 265 : Determination of the maximum membership positions of boards of directors of shareholding companies headquartered in Kuwait
3. Article 224 : Perquisite qualifications of board members
4. Article 221: Meeting mechanism and approval of minutes
5. Article 145, 219, 240 & 335: Regulation of board of directors removal and re-election

The Capital Markets Authority (“CMA”) issued decision no.25/2013 dated 27 June 2013 regarding the corporate governance rules applicable to the companies regulated by Capital Markets Authority. The decision sets implementation deadline on 31st December 2014. The corporate governance rules are as follows:



It is noted that the term “corporate governance” means sound governance of companies. Corporate governance means the set of standards (principles, rules or pillars) that achieve optimal protection and set balance between the interests of corporate management and shareholders and other stakeholders.

Global origin of corporate governance concept
Attention paid to the corporate governance concept increased over the last period, particularly in the 1990s after the financial and economic crises and collapses in East Asia and Latin America countries as well as the collapse of some major US companies earlier at this century in 2002 such as Enron and WorldCom due to the defective control role of the boards of directors of both companies which have not implemented the approved standards of disclosure and transparency as well as the accounting standards, resulting in non-detection of cases of corruption, fraud and mismanagement.

For protection from such collapses, many countries and international organizations and institutions such as International Monetary Fund and World Bank and Organization of Economic Cooperation and Development and Basel Committee on Banking Supervision set to work and submitted many a lot of and studies and identified the legal rules and frameworks to implement the corporate governance concept.

The corporate governance rules depend on five key principles as follows:

1. Shareholders’ rights
2. Equal treatment of shareholders
3. The role of stakeholders in corporate governance
4. Disclosures and transparency
5. Responsibility of board of directors

What are the real changes of companies bound with implementation of corporate governance rules?
Implementation of corporate governance rules may cause quality progress in terms of company’s management on internal level as well as external level, i.e. towards the stakeholders and the society. The rules take four directions as follows:

Improvement of corporate management organization and efficiency
This includes re-engineering of the organizational structure and the relevant formation of committees or organizational units of the board of directors which would help them perform their supervisory role of the senior management as well as re-engineering of the organizational structure to separate the positions of chairman and chief executive officer. The board of directors shall include two independent members from outside the company together with requirement of specialized human resources according to the competency and integrity standards issued by Capital Markets Authority.

Good professional behavior of supervisory staff and senior management towards the company
To emphasize the importance of professional behavior and ethical values of all staffs in terms of observation of all internal regulations as well as legal and supervisory requirements and equally promote the improvement and appreciation of performance in proportion with the achievement level as well as the governance rules which shall promote internal control or accountability concept.

Corporate values towards stakeholders and legal and supervisory bodies
To promote justice, transparency and fair treatment of all parties including shareholders, investors and stakeholders as well as avoid all improper practices that may result in conflict of interest and subject the company to financial problems.

Corporate social role towards the society
Companies have responsibility towards their society, promoting the feelings of donations and values in companies towards the society, whether activities oriented to the society members or activities beneficial for the everyday life of the society members.

Implementation of corporate governance rules has several positive effects which would directly reflect upon the companies and indirectly on the financial market in the state of Kuwait.

Regarding the direct corporate benefits, companies would have internal immunology as a result of implementation of proper management processes, professional and ethical behavior of staff as well as transparency and application of accountability of positions in view of fulfillment of the company’s objective. This would be reflected on the promotion of the company financial performance and enhancement of the investor trust in the company through its high reputation in Kuwait Stock Exchange Market and other capital markets and this would make the investors interested in acquisition of the company’s shares and even insist on keeping the company’s shares on the short, medium and long terms due to their confidence in the positive returns of the company’s business.

Regarding the indirect impact on the financial market, the company strength would equally be reflected on the strength of Kuwait Stock Exchange Market which would become one of the attractive markets on the local and world levels.

Forecasted cost of implementation of corporate governance rules
In view of understanding the required size of change as a result of compliance with the corporate governance rules, this undoubtedly would require investment in high cost new jobs. Some existing entities would find themselves left with two choices: the first choice is to continue and observe the requirements and the second choice is to transform their legal entities into other entities beyond the supervision of Capital Markets Authority.

In summary, the companies subject or not subject to the implementation of corporate governance rules should positively look at such rules for fundamental implementation rather than formal implementation for show compliance, which would not achieve the contemplated goal of issuance and implementation of such rules.

The Top 11 Ways to Increase Your Employee Loyalty

How much do you value your employees?

The lifeblood of every business is its employees. Given this critical fact, you may assume every business has a detailed plan and solid processes in place to ensure employees are engaged. Unfortunately, this is generally not the case. Many companies continue to assume that if they build a good product or offer a good service, and if customers continue to buy those products or services, then employees should be happy.

Employers typically do just enough to ensure the majority of employees don’t leave; they train just enough, they offer just enough benefits, and they give just enough positive reinforcement. Is this the right way to approach employee loyalty?

Consider these two startling facts:

• Each year the average company loses 20-50% of its employee base
– Bain & Company

• Replacing a lost employee costs 150% of that person’s annual salary
– Columbia University

Because the cost of replacing employees is so high, and the fact that so many continue to leave, businesses who effectively manage the employee engagement process can turn these facts around, making these burdens a strength. They can realize increased productivity, happier employees who willingly promote the business, and eventually, greater profits and other positive business outcomes.

As an employer, you need to understand why your employees are emotionally connected to your business – and it’s generally much more than salaries, training, or benefits.

Research shows that emotionally connected employees are the best employees because they are engaged and productive, and they feel validated and appreciated.

The opportunity exists for businesses to manage engagement just like they manage other areas of their business. It’s not impossible today, with the right technology and best practices.

I hope this information will give you ideas and motivation to want to engage your employees more. Ultimately, with engaged employees, everyone wins.

To increase the loyalty and engagement of your employees learn and follow these basic principles and action items.

Engaged employees are the best employees
An engaged employee is a person who is enthusiastic about their work. Improving employee engagement directly impacts measurable business outcomes. Employees who are committed to success, emotionally attached, and socially involved with a company demonstrate qualities that business managers thirst to have. Engaged employees are more productive at work, take less sick days and exhibit other favorable behavior, promote the business to others and show their happiness to customers. In short, engaged employees are the best employees.

Employee engagement makes a difference
Engaged employees bring a competitive advantage to a business for several reasons. An engaged employee is less likely to leave, leading to substantial cost savings for your organization in terms of recruitment and training. Engaged employees demonstrate improved performance as individuals and teams. Furthermore, engagement increases the consistency in team performance from day-to-day and month-to-month. Also, engaged employees enable a “skill-liquidity,” – an ability to adapt skills to changing business needs – that improves a company’s flexibility to evolve and capitalize on new business environments.

Tim Hendon, a leader from a prominent Washington-based credit union, faced an unanticipated problem. A new loan network partnership provided loans with a high likelihood of debt default. Over time, these bad loans burdened his group and cost the company lost profits. He devised a plan to solve the problem capitalizing on the skills and engagement of his employees; their passion for the company and their desire to want to solve problems was an asset he could use. It worked. He attributed his debt recovery team’s success to two factors. First, the engagement level of his star performer whose attitude inspired an environment of friendly competition. Second, his team eagerly adapted new technologies to facilitate immediate debt payment. In two years, the debt recovery team slashed the auto loan delinquency ratio in half, turning a money loser into a profitable business unit. Their success turned into national recognition in collections and remarketing.

You can manage employee engagement
Employee engagement can be improved by aligning the goals of the business with the goals of the individual. Employee motivation should be associated with traditional rewards, such as pay and compensation, but also with emotional rewards such as personal growth, working for a common cause, being part of a high-performance team, and being recognized for achievements.

You can make dramatic improvements in your employee engagement
Through management of engagement, you can increase the loyalty of employees, but how you need to know what drives engagement and why employees are emotionally connected to you?

Four primary drivers of engagement can help you conceptualize and break down employee engagement into its causes and effects. Research by Allegiance loyalty experts Dr. Gary Rhoads and Dr. David Whitlark concludes that there are four primary areas of emphasis which are critical to understanding why employees are emotionally connected to a business. They are: being helpful, feeling competent and improved, feeling accepted, and feeling respected.

The following sections describe these drivers of engagement, and what specific tactics can be done to improve them.

Principle: Start by measuring employee engagement
The process of measuring employee engagement can range from very simple to very complex. Measuring your employee’s passion about work and the work environment can be as simple as issuing a survey with a few scaled questions around the ideas of:

• Job satisfaction
• Productivity
• Quality of peers
• Likelihood to change jobs
• Likelihood to recommend company products or services
• Likelihood to recommend as a great place to work
• Satisfaction with compensation & benefits

1. Use a Likert Scale
Using a scale of agreement (or Likert Scale), a survey can express quantitative measurements of your employee engagement. Often times, gathering open-ended comments along with numerical, scale data yields a rich source of inexpensive opportunities to make employees happy.

2. Gather Compliments
By gathering compliments in addition to concerns, companies can find out if their engagement efforts make a meaningful, lasting contribution to employees. Consider the following anonymous compliment and complaint printed verbatim:

“My manager is very proactive in discussing my abilities and goals with me and we arrive at a goal together; one that is realistic and achievable.”

“I bothers me that our customers get better benefits with their accounts than we do as employees. Everybody makes a mistake once in a while with their accounts; it’s unbelievable that an employee gets two overdraft reversals in a lifetime.”

These two feedback items helped a business confirm the effectiveness of its management program and work on moral boosters for its employees. Engagement is most effectively measured both quantitatively through scaled questions, and qualitatively through open-ended comments.

Principle: Promote and manage “Being Helpful”
Employees want to feel like they are making a positive contribution. An apathetic employee just works for a paycheck, but an engaged employee perceives their job as important. Being helpful means that whether in a front-facing, retail environment, or in the back office, employees feel like they are making a difference.

‘Being helpful’ means that employees can take pride in delivering outstanding quality, service, and value. It means that jobs make good use of employee skills and abilities.

It means that employees are empowered to solve customer problems. To increase ‘being helpful’ at your work, try these two things:

3. Help employees see the big picture
Help your employees to see the big picture, how they contribute to a functioning whole. A ‘chain of customers’ exists from the bottom of the organization up to the top. Where outward facing employees serve a customer, supervisors must serve and empower retail employees, managers must serve and empower supervisors, and so on up to corporate presidents who must serve and empower vice presidents.

4. Use secret shoppers
Use secret shoppers not just to grade service delivery but also to measure front-facing processes. Is it simple for customers to do business with you? Chances are your secret shoppers can find process gaps and that retail employees know how to solve the issue. Empowering employees to provide first-class service delivery will make employees feel like they are being helpful.

Principle: Your employees must feel confident and improved
Employees want to feel like they can do their assigned job confidently, that their future is secure, and that they are progressing in their own personal life goals. It surprises me how often company managers slash training budgets to save costs, not knowing that both service delivery and morale suffer from inadequate training.

By facilitating career advancement and opportunities to improve skills through training, employers can improve their employee engagement. An employee who is feeling confident and improved by the organization actively promotes the organization to others.

5. Close training gaps
Make sure there are no major training gaps in your organization. Training should be up-to-date. Make sure employees know about training opportunities. Some sophisticated organizations have a Learning Management System in place to measure training and results.

6. Mentoring program
Train and encourage seasoned employees to be mentors. A mentoring program can facilitate dynamic skill growth throughout an organization. Informal learning can be as important as formal learning programs.

Principle: Help employees feel accepted
Employees must be accepted as contributors by their peers at work. Teams may encourage a challenging but supportive environment. Organizational behaviorists of yesteryear recommended that we reduce stress at work to improve engagement.

New research says that stressful environments can be healthy, provided that employees are passionate about what they do.

Strong, loyal teams provide one level of acceptance, and teamwork between departments provides another. Furthermore, adequate benefits programs will enable employees to feel accepted by the organization, not expendable. Employees who become more engaged through increased acceptance will share a common bond of beliefs and purpose about the organization.

7. Promote team building
Encourage team building activities among employee groups. Some managers see the intangibles of team building as a pointless waste of time. However, there are well-documented benefits to creating trust and acceptance among work groups. Team building activities don’t have to be expensive. Inexpensive ideas for trust building activities are available through a simple web search.

8. Build a supportive environment before addressing compensation complaints
Sometimes dissatisfaction with wages merits investigation. But often, dissatisfaction with wages and benefits masks problems that relate back to acceptance by a team or manager. Often employees voice any problem in terms of a compensation issue. Employees may need appropriate coping skills, problem-solving skills, tactics for handling difficult situations, or help expressing their own personal feelings.

Principle: Employees want to feel respected
“Employees don’t leave their job, they leave their manager” is the mantra heard for many years in Human Resources circles. To feel respected, employees should feel like the company regards them as an important asset. Employees should feel like their manager has realistic expectations about what they can achieve. And, managers must be fair and even-handed. In my experience, nothing makes employees angrier than seeing a peer receive special treatment when they’ve broken the rules or have not been performing. Managers have the special role of enforcing company policy while at the same time removing barriers and excuses for employee performance.

9. Don’t be afraid to tell them the truth
Respect your employees through degrees of transparency. Communicate how your business is really doing at least quarterly or semi-annually. Give your employees confidence in the future and information to understand shifts in corporate policy due to your economic or competitive environment.

10. Retrain or get rid of bad managers
One bad manager can pollute multiple layers of an organization. Your most talented employees will be the first ones to leave in the face of poor management. I have seen situations where poor managers bring down the morale of employees, which in turn spills over to the engagement level of customers and ultimately reflects poorly in that group’s performance and profits.

11. Recognize employee contributions
Recognition from a supervisor at least two ranks above an employee makes a meaningful, engaging difference in employee morale.

Let technology help you manage engagement
Utilize technology to help you understand the heart and mind of your employees. Don’t try to figure it all out in a single annual survey, or through a feedback email link you put on the company Intranet. You need to collect feedback often, and in all possible collection points, both solicited and unsolicited. Then you need to really listen and respond to what is submitted. This creates a win-win relationship. A word of caution, Allegiance has learned through years of collecting and managing feedback for businesses in every industry that most employees are skeptical of any feedback system that is offered by their own company. They fear their submissions will not be confidential, so they don’t submit truthful information, or they don’t submit anything at all. That’s one of the reasons Allegiance has been so useful for so many companies; employees know we are a trusted third-party offering them the chance to submit feedback in complete anonymity.

Understand the ‘heart and mind’ of employees
To really know the heart and mind of customers, you should ask them questions that draw out truthful answers to the 4 topics we just discussed: being helpful, feeling confident and improved, feeling accepted and feeling respected. You should ask these questions regularly to a small subset of your employees and you will bring to life the employee engagement level at your business. You will truly know what makes them emotionally connected to your company, spot trends, and become empowered to be proactive instead of reactive.

LaMalfa, Kyle. “The Top 11 Ways to Increase Your Employee Loyalty.” Kyle LaMalfa., 2007. Web. 29 Nov. 2014.