Corporate Governance Of Listed Companies In Kuwait A Comparative Study With United Kingdom Saudi And Qatar Codes Link

Enforcement: The UK relies heavily on market pressure and institutional investors to enforce codes. In Kuwait, the CMA takes a more interventionist regulatory role, frequently issuing fines for non-compliance.

The power of a code is ultimately determined by the severity and credibility of the sanctions for non-compliance.

Board Independence: Requiring at least twenty percent of the board to be independent directors.

: Affected companies have one year to make changes necessary to comply with the New Code, though the code is effective immediately upon publication, meaning companies currently applying to be listed may need to make last-minute adjustments.

To understand the positioning of Kuwait’s governance standards, we examine key pillars across the four jurisdictions. Board Composition and Independence Enforcement: The UK relies heavily on market pressure

While Kuwait has made monumental strides in aligning its corporate governance with international standards, several challenges remain when contrasted with mature markets like the UK and rapidly advancing regional peers like Saudi Arabia:

, in contrast, is still evolving. While the CMA has taken steps to improve shareholder participation, such as Resolution No. 104 of 2024 to enhance AGM attendance mechanisms, its shareholder protection framework is less developed than its peers. The key issue in Kuwait remains the dominance of large, often family-owned, shareholding blocks, which can marginalize minority interests. Notably, the 2016 book by Abdullah Alshebli identified significant shortcomings in this area, suggesting that this remains a persistent challenge.

In December 2024, the CMA and Saudi Exchange reported that 94 companies disclosed sustainability practices in 2024. Among the top 100 Main Market issuers, disclosure increased to 65%, compared to 58% in 2023.

Requires a mandate for independent directors and the separation of the Chairman and CEO roles. Board Independence: Requiring at least twenty percent of

Saudi Arabia has aggressively reformed its corporate governance landscape under and the Companies Law, accelerated by the Vision 2030 agenda.

Kuwait requires regular reporting of financial and non-financial performance, disclosure of related-party transactions, and annual governance reports to the CMA. However, a key challenge is that most companies release financial statements ahead of AGMs but delay governance reports until afterward. The UK maintains high standards of disclosure for listed companies, guided by FCA rules and the UK Corporate Governance Code. Saudi Arabia has seen increasing alignment with international standards, with 65% of top 100 Main Market issuers disclosing sustainability practices in 2024. Qatar's new code requires mandatory ESG and sustainability reporting, including climate-related disclosures.

Kuwait has built a robust foundation for corporate governance that aligns well with international standards. However, the comparison with the UK highlights a need for greater board independence and deeper stakeholder engagement. Locally, while Kuwait remains a leader in the GCC, the aggressive reforms in Saudi Arabia and the ESG focus in Qatar provide a roadmap for future iterations of the Kuwaiti code. For Boursa Kuwait to remain competitive, the evolution from "box-ticking" compliance to a genuine culture of accountability remains the ultimate goal.

The UK’s Cadbury Report of 1992 laid the foundational principle of separating the roles of Chairman and CEO, a concept that has influenced governance frameworks worldwide. In contrast, governance in the Gulf region is a more recent phenomenon. Saudi Arabia and the UAE pioneered codes in 2007, followed by Qatar in 2009, Bahrain in 2011, and finally, . Kuwait’s framework is anchored in Law No. 7 of 2010, which established the Capital Markets Authority (CMA). Saudi Arabia’s corporate governance is primarily governed by the Implementing Regulation of the Companies Law for Listed Joint Stock Companies , updated in 2024 to align with Vision 2030. Qatar’s code, meanwhile, operates under the purview of the Qatar Financial Markets Authority (QFMA) as per its 2016 regulations. Board Composition and Independence While Kuwait has made

Kuwait's requirement is the most minimal, with only one independent director mandated, though the majority of board members must be non-executive. The UK Code does not prescribe specific numbers but emphasises that the board should have sufficient independence to provide constructive challenge to the executive team. Qatar's new code imposes the strictest specific numbers, requiring three independent directors on a board of seven to eleven members.

The comparative analysis reveals several important themes:

Both nations have strengthened protections for minority investors, ensuring equitable voting rights and conflict-of-interest management.

places a strong emphasis on the rights of minority shareholders, requiring detailed disclosure on major transactions and ensuring their interests are considered.

The Saudi market has opened significantly, with foreign investors treated equally to domestic, a competitive move as of February 2026.