CORPORATE GOVERNANCE

BOARD OF DIRECTORS

The Board of Directors has formed specialized committees and set a charter for each clarifying their powers and responsibilities in order to assist the Board in fulfilling its responsibilities. A sufficient number of non-executive and independent board members, possessing the necessary qualifications for membership, are appointed in these committees. These committees are responsible for their functions before the Board of Directors, but this does not relieve the Board of Directors of their responsibility for the duties assigned to these committees.
The following is an overview of the independent specialized committees established by the Board of Directors:

 

Audit and Risk Management Committee
This committee aims to assist the Board of Directors in implementing its responsibilities effectively with regard to reviewing financial reports, internal controls, and internal and external auditing. The Committee is also responsible for assisting the Board of Directors in fulfilling its supervisory responsibilities regarding risk management and by reviewing the risks that the company may face and making the necessarily related recommendations to the Board of Directors.
Date of formation and duration: The committee was formed on 19/8/2019 with a validity period of the current Board term of three years.
The committee members are:

NAME
POSITION
Nawaf Arhamah
Chairman
Mubarak Al Hamdan
Member
Jassim Al Shamali
Member

Nominations and Remunerations Committee
The Board of Directors has formed a Nominations and Remunerations Committee consisting of three members, including an independent member, to assist in the nomination and selection of members of the Board of Directors, members of the Board’s Committees and members of the Executive Management. The committee selects candidates according to the company’s needs and the required skills to manage its business and sets the principles for Board and executive Management remunerations. The Committee submits its remuneration recommendations for initial approval by the Board of Directors and final approval by the General Assembly of the Company.
Date of formation and duration of the committee: The committee was formed on 19/08/2021 with a validity period of the current Board term of three years.
The committee members are:

NAME
POSITION
Eissa Al Saleh
Chairman
Nawaf Arhamah
Member
Mubarak Al Hamdan
Member

Executive Committee
The Board of Directors has formed an Executives Committee of five members, including an independent member and two members from the executive management, to cooperate between the board and executive management and follow up on the board and GA decisions with the Management. The Committee submits its reports to the Board of Directors.
Date of formation and duration of the Committee: The Committee was formed on 11/10/2022 with a validity period of one year.
The committee members are:

NAME
POSITION
Eissa Al Saleh
Chairman
Nawaf Arhamah
Member
Jassim Al Shamali
Committee Rapporteur
Faisal Malallah
Member
Ghada Khalaf
Member