Business governance

Corporate governance refers to a set of mechanisms, processes, and relationships through which an organization is governed. Corporate governance structures define the distribution of responsibilities and expectations in a company based on different levels of stakeholders. Since there is a possibility of conflict of interest in any company, designing a corporate governance structure is of key importance for organizational survival. The importance of corporate governance among the world’s largest companies dates back to about two decades ago and the collapse of the two companies “Enron” and “MCI”, which was caused by the improper performance of senior managers and the preference of personal profit over the profits of shareholders and other stakeholders; also, the occurrence of the financial crisis in 2008 made the importance of the correct arrangement of the mechanisms and relationships of the organization’s components more evident than ever before, because the risky decisions of senior managers caused the bursting of the housing market bubble and the collapse of the capital market, which led to the destruction of most of the company’s assets.

Corporate governance includes all the key processes of an organization that exist on the path to achieving strategic goals; Therefore, an important part of the ability of companies to achieve the goals of their strategy document depends on a coherent and transparent corporate governance structure. Monitoring corporate actions, policies, and decisions will also increase organizational capability in agile and efficient decision-making. The global Corona crisis has highlighted the key importance of coherent corporate governance structures more than ever before, and it is predicted that it will also have an impact on corporate governance structures with its widespread effects on management and entrepreneurship. In order to create a scientific corporate governance structure, numerous conceptual and mathematical models have been created to analyze and monitor different and sometimes conflicting corporate interests.

In order to fulfill its duties and to increase wealth and create economic added value for shareholders, in line with fulfilling its social responsibilities to society, Kourosh Food Industry Company has always been diligent and determined in realizing the interests of all stakeholders. Given the Board of Directors’ commitment to achieving this important objective, it is of particular importance to pay attention to the correct and efficient establishment of the requirements of good corporate governance and to directly monitor its implementation. For this reason, the organizational structures and decision-making methods in the company have been formed in a way that accelerates the achievement of these goals. In this regard, specialized committees and relevant executive units have been established in accordance with the existing regulations for this purpose. Including the specialized committees that have been established as follows and perform their duties with the full supervision of the Board of Directors.

Corporate Governance Committees

A specialized and advisory committee that coordinates the establishment and implementation of the requirements governing corporate governance in the company and also in the subsidiaries in the group structures and is responsible for coordinating the executive units and providing the necessary guidelines for the Board of Directors’ decision-making processes on issues related to corporate governance and continuously reviewing the frameworks, structures and regulations in this area.

Audit Committee

The purpose of forming the Audit Committee is to assist the Board of Directors in fulfilling its oversight responsibility and to improve it in order to obtain reasonable assurance of

1) the effectiveness of the processes of the governance system, risk management and internal controls, 2) the soundness of financial reporting, 3) the effectiveness of the internal auditor, 4) the independence and effectiveness of the independent audit, and 5) compliance with laws and requirements.

This committee is responsible for overseeing the work of internal and independent auditors, proposing independent auditors to the Board of Directors or shareholders for appointment, determining their fees and proposing the dismissal of independent auditors, determining and reviewing the scope and frequency of audits, receiving the audit report, and ensuring that timely and appropriate corrective actions are taken by management to control weaknesses, non-compliance with policies and laws, and other problems identified by the auditors.

Risk Committee

The Risk Management Committee has been formed based on corporate governance requirements and the authorities delegated by the Board of Directors with the aim of helping them achieve the Company’s strategic goals and plans. This committee, while receiving advice from experts and experienced experts in the field of financial markets, tries to integrate the risk management of the company’s activities, provide necessary suggestions to increase its productivity and assist senior managers in decision-making. This committee also evaluates and controls the suitability of the company’s risk management framework on a monthly basis and reports the results to the board of directors.

Appointments Committee

The goal of organizations in the field of human resources is to attract and employ capable and key managers in the business environment as the most important pillars of productivity and excellence. In this regard, Kourosh Food Industry Company has formed this committee with the aim of systematizing and improving the process of attracting and appointing competent individuals in the company’s management and executive structure. In principle, this committee, within the framework of the rules and structure stipulated in the corporate governance regulations and guidelines, ensures increased effectiveness of the appointment process by meticulously and specializedly assessing the professional and general knowledge and skills of candidates for organizational positions.