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Corporate Governance

Committees of the Board

Nominations and Remuneration Committee

The General Assembly of shareholders of The company approved the Nomination and Remuneration Committee Charter, which determines the general procedures for the work of the Committee, its tasks, the duration of its work, its powers, and how the Board of directors monitor the same.

The Nomination and Remuneration Committee shall perform the additional functions that are assigned from time to time by the Board of Directors or delegated to it in accordance with the Company’s governance regulations and policies.

Nominations and Remuneration Committee shall be responsible for the following:

  • Preparing a clear policy for the remunerations of members of the Board of Directors and its committees and Executive Management, and presenting such policy to the Board of Directors in preparation for approval by the General Assembly, provided that such policy takes follows standards that linked to performance, and disclosing and ensuring the implementation of such policy.
  • Clarifying the relation between the paid remunerations and adopted remuneration policy, and highlighting any material deviation from this policy.
  • Periodically reviewing the remuneration policy and assessing its effectiveness in achieving its objectives.
  • Providing recommendations to the Board of Directors in respect of the remunerations of its members, the Committees Members and the Company’s Senior Executives in accordance with the approved policy.
  • Suggesting clear policies and standards for membership of the Board of Directors and the Executive Management.
  • Providing recommendation to the Board of Directors for the nomination and renomination of its members in accordance with the approved policies and standards, taking into consideration that nomination shall not include any person convicted of a crime involving moral turpitude or dishonesty.
  • Preparing a description of the capabilities and qualifications required for membership of the Board of Directors and Executive Management positions.
  • Determining the amount of time that the member of the Board of Directors shall allocate to the activities of the Board of Directors.
  • Annually reviewing the skills and expertise required of the Board of Directors Members and Executive Management.
  • Reviewing the structure of the Board of Directors and the Executive Management and providing the recommendations regarding changes that may be made to such structure.
  • Annually ensuring the independence of Independent Board Members, and the absence of any conflicts of interest if the member holds a membership in the Board of Directors of another company.
  • Providing job descriptions for the Executive, Non-executive, Independent Directors, and the Senior Executive Management.
  • Sitting procedures to be followed if the position of a member of the Board of Directors or a Senior Executive becomes vacant.
  • Determining the weaknesses and strengths of the Board of Directors, and recommending remedy solutions that serve the Company’s interest.

Formation, role, and responsibilities of the Committee

The Board of Directors issued a resolution dated 09/09/1445H (corresponding to 19 March 2024) from the Nominations and Remuneration Committee as a new committee, including the Nominations and Remuneration Committee Regulation setting out the Committee’s duties and authorities. The Committee is composed of three independent members.

Membership of the committee along with short biographies of members
Member name Current positions Previous positions Academic qualifications
Mr. Abdullah Bin Saud Bin Marshoud Al Romaih Chairman of the Nominations and Remuneration Committee

Mentioned on Board of Directors Section

Mentioned on Board of Directors Section
Mr. Musaed Bin Abdullah Bin Hamad Al Qasim

Member of the Nominations and Remuneration Committee in the Company from (2024) to date.

Chief Corporate Services Officer, Saudi Agricultural and Livestock Investment Company (SALIC), Government Company, working in the field of agriculture and grain trading and rice and meat, from (2023) to date.

Nomination and Remuneration Committee Member, Saudi Hospitality company, Limited liability company, working in the field of Hospitality and hotels, from (2021) to date.

Nomination and Remuneration Committee Member, STC Bank, a closed joint company, working in the field of Digital Payments, from (2020) to date

Nomination and Remuneration Committee Member, SIRC (Saudi Investment Recycling Company), Government Company, working in the field of recycling, from (2020) to (2023).

Chief Shared Services Officer, Prince Mohammed Bin Salman Foundation (MISK (a non-profit organization, working in the field of education, from (2021) to (2023).

Nomination and Remuneration Committee Member, MEPCO (Middle East Paper Company), a Saudi Listed joint stock company, working in the field of recycled paper industry, from (2021) to (2023).

Board Member, Shaker Group, a Saudi Listed joint stock company, working in the field of air conditioning and home appliances, from (2020) to (2022).

Master of Business Administration, Hull University, England,2006.

Bachelor’s degree in English Literature and Translation, Imam Mohammed Bin Saud University, Saudi Arabia, 2002.

Nomination and Remuneration Committee Member, Shaker Group, a Saudi Listed joint stock company, working in the field of air conditioning and home appliances, from (2018) to (2022).

Board Member, Dur Hospitality, a Saudi Listed joint stock company, working in the field of hospitality and hotels, from (2019) to (2021).

Board Member, Nuzul Shada Hospitality, limited liability company, working in the field of hospitality, from (2019) to (2021)

Chief Shared Services Officer, Dur Hospitality, a Saudi Listed joint stock company, working in the field of hospitality and hotels, from (2019) to (2021).

Chief Human Resources Officer, Dur Hospitality, a Saudi Listed joint stock company, working in the field of hospitality and hotel, from (2015) to (2019).

Head Quarter Human Resource Operations Director, Ma'aden, a Saudi Listed joint stock company, working in the field of materials, from (2012) to (2015).

Vice President Human Resources, Ajlan and Bros, a closed shareholding company, working in the field of commercial trademarks, from (2011) to (2012).

Human Resources Director, AlRajhi Real Estate Investments, a holding company, working in the field of Real Estate Investments, from (2008) to (2011).

IRC HR Manager, PepsiCo International Company, is an American multinational food, a joint stock company on Nasdaq Stock Market, working in the field of food and beverage, from (2007) to (2008).

Group Recruitment Manager, Saudi Snack Food Company, limited Liability company, working in the field of food and beverage, in (2007).

Group Recruitment Manger, Almarai Company, a Saudi Listed joint stock company, working in the field of food and beverage, from (2005) to (2007).
Mr. Abdulmajed Bin Abdulmohsen Bin Ibrahim Al Shaikh

Member of Nomination and Remuneration Committee, from (2024) to date.

CEO, board member, and member of the Investment Committee of Mayar Holding Company, a Saudi listed joint stock company working in the field of industrial investment, from (2017) to date.

Chairman of the Nominations and Remuneration Committee, board member and member of the Executive Committee of the Saudi Fisheries Company, a Saudi listed joint stock company working in the field of fishing and investing in aquatic resources from (2020) to date.

Chairman at Developing Foods Company, a closed joint stock company working in the field of marketing and selling poultry, from (2022) to date.

Vice Chairman at Aklna Trading Company, a Saudi limited liability company working in the field of food and beverages, from (2022) to date.

Vice Chairman at Jadaya Agricultural Company, a closed joint stock company working in the field of agricultural activities, animal feed, and poultry production, from (2021) to date.

Vice Chairman at Saudi Drip Irrigation Company, a Saudi limited liability company working in the field of manufacturing drip irrigation pipes, from (2021) to date.

Founding partner in Efada Economic and Industrial Consulting Company, a Saudi closed joint stock company working in the field of consulting services in the field of manufacturing, from (2015) to (2017).

Director of the Credit Department at the Saudi Industrial Development Fund, a government agency working in the field of development policies and programs, from (2013) to (2014).

Head of the credit team at the Saudi Industrial Development Fund, a government agency working in the field of development policies and programs, from (2010) to (2013).

Senior credit analyst at the Saudi Industrial Development Fund, a government agency working in the field of development policies and programs, from (2009) to (2010).

Credit analyst at the Saudi Industrial Development Fund, a government agency working in the field of development policies and programmes, from (2008) to (2009).

Trainee at Advanced Electronics Company, a Saudi limited liability company working in the field of manufacturing, in (2003).

Master's degree in business administration "MBA". From Queen's University in Canada, 2010.

Master's degree in engineering management from Brunel University in London United Kingdom, 2006

Bachelor's degree in industrial engineering from King Fahd University of Petroleum and Minerals in Kingdom of Saudi Arabia, 2004

Vice Chairman at Ajda Trading Company, a closed Saudi joint stock company working in the field of manufacturing and marketing food products, from (2021) to date.

Vice Chairman at Egypt Gulf Elevators & Escalators Co. Ltd., an Egyptian joint stock company working in the field of manufacturing, installing, and maintaining elevators and escalators, from (2018) to date.

Vice Chairman at RASA Food Industries Co, a food manufacturing company, from (2023) to date.

CEO of Gulf Elevators and Escalators Co. Ltd., a Saudi limited liability company working in the field of elevators and escalators, from (2017) to date.

CEO of Fuji Saudi Arabia for Elevators & Escalators Co., a Saudi limited liability company working in the field of elevators and escalators, from (2017) to date.

CEO of Elevators Solutions for Operation & Maintenance Co., a Saudi limited liability company working in the field of installing and maintaining elevators, from (2017) to date.

CEO of Creative Performance Co. for Elevators, a company working in the field of elevators and the gravel agent for the Japanese Hitachi elevators, from (2022) to date.

Given that the Nomination and Remuneration Committee was recently formed on 09/09/1445H (corresponding to 19 March 2024), no meetings have been held to date.

Audit Committee

Formation, role, and responsibilities of the Committee

Formed by the Ordinary General Assembly, the Audit Committee exercises all powers conferred upon it by the Board of Directors. The Audit Committee is responsible for: financial reporting, the effectiveness of the system of risk management and internal control, compliance with applicable external legal and regulatory requirements, monitoring the qualifications, expertise, resources and independence of both the Internal and External Auditors, and assessing the Internal and External Auditors’ performance and effectiveness each year. The Audit Committee helps the Company achieve its objective and protects theinterests of shareholders and investors. The Committee is composed of three members.

Membership of the committee along with short biographies of members

Member name Current positions Previous positions Academic qualifications
Mrs. Loulwa Bint Mohammed Bin Abdulkarim Bakr Chair of the Audit Committee

Mentioned on Board of Directors Section

Mentioned on Board of Directors Section
Mr. Mishal Bin Salman Bin Ghassab Bin Mandeel

Member of the Audit Committee in the Company from (2021) to date.

Partner and Adviser at Balance Business Advisory Company, a limited liability company, working in the field of professional financial advisory and business consultations, from (2022) to date.

Privatization Adviser at the Ministry of Transport, a government agency, working in the field of supervising the transport sector, from (2017) to (2022).

Head of investment banking at Albilad Capital, a Saudi limited liability company, working in the field of investment, from (2009) to (2016).

Manager of the Capital Markets Department at Albilad Capital, a Saudi limited liability company, working in the field of investment, from (2007) to (2009).

Manager of Market Consultations at Bank Albilad, a Saudi joint stock company, working in the field of financial services, from (2004) to (2007).

Corporate Marketing Manager at Zajoul Company, a Saudi limited liability company, working in the field of communications, from (2001) to (2004).

Administrative Officer in BAE Systems, a Saudi limited liability company, working in various fields, from (1997) to (2001).

BA in Industrial Management, King Fahad University of Petroleum and Minerals, Kingdom of Saudi Arabia, 1997.

General Securities Qualification Certificate (CME-1), Capital Market Authority, Kingdom of Saudi Arabia, 2011.
Mr. Amin Abdel Raouf Hariz

Member of the Company’s Audit Committee, from (2021) to date.

Group CFO, AlBorg Medical Laboratories, a Saudi closed joint stock company, operating in the healthcare field in all GCC countries with focus on diagnostics, from (2023) to date.

Board Director, IsoEtanche, a Tunisian closed joint stock company, specialized in insulation contracting, from (2010) to date

Founding Partner and Board Director, Franchise Lab, a Tunisian closed joint or commercial stock company, marketplace for franchises and related professional services , from (2022) to date.

CFO, Miswak Dental Group, a Saudi closed joint stock company, medical care with a focus on dental and dermatology specialists, from (2018) to (2023).

CFO, THEEB Rent a Car Company, a Saudi listed joint stock company, from (2014) to (2018).

Head of Arranging, Mergers & Acquisitions and Corporate Finance, TeamOne Consulting, a CMA licensed Saudi liability company, specialized in financial consulting, deal arranging and financing, from (2011) to (2014).

Manager of Transaction Advisory Services, Ernst & Young & Co (Certified Public Accountants), a Saudi partnership, specialized in auditing, consulting and taxation, from (2007) to (2011).

Acting Audit Manager, MTPF PricewaterhouseCoopers, a Tunisian limited liability company, specialized in auditing, consulting and taxation, from (2003) to (2007).

Master Corporate Finance and Markets, University of Carthage, Tunisia, 2006.

Master of Auditing, Accounting and Taxation, University of Manouba, Tunisia, 2003 AD.

Bachelor of Commerce, Accounting, University of Carthage, Tunisia, 2002.

 

Audit Committee meetings

The Audit Committee is composed of three non-executive members. This includes two independent members. The Committee held five meetings during the 2023 fiscal year that were attended by members as shown in the table below:

Member name Position Attendance
First Meeting
(25 Jan. 2023)		 Second Meeting
(15 Mar. 2023)		 Third Meeting
(30 Aug. 2023)		 Fourth meeting
(26 Sep. 2023)		 Fifth meeting
(20 Dec. 2023)
Mrs. Loulwa Bint Mohammed Bin Abdulkarim Bakr Chair of the Audit Committee
Mr. Mishal Bin Salman Bin Ghassab Bin Mandeel Audit Committee Member
Mr. Amin Abdel Raouf Hariz Audit Committee Member

 

Results of the annual review of effectiveness of internal control procedures of the Company

In the formation of the Audit Committee, the Company considered the requirements of corporate governance. The Audit Committee was mainly responsible for reviewing financial statements and overseeing the work of the external audit and internal audit while ensuring the effectiveness of the information system controls.

Major areas reviewed by during the year:

  • Reviewing and recommending the financial statements to the Board for approval.
  • Approving the Internal Audit Budget for the year.
  • Reviewing the Internal Audit Annual Plan.
  • Approving Internal Audit Reports conducted during the year which includes Information Technology, Cybersecurity, Operations, Marketing, Human Resources, Treasury, Regions Management, Logistics, and Corporate Governance.
  • Recommending improvements for Risk Management Processes.
  • Assessing External Audit Proposals and recommending the appointment of the External Auditor.

Based on the Annual Audit results, internal controls are improving. The Company, with assistance and oversight from the Audit Committee, will continue to regularly assesses the internal control system to ensure the improvement of the operational efficiency and effectiveness and the compliance with the related rules and regulations.

Investment Committee

Formation, role, and responsibilities of the Committee

The Investment Committee was formed by the Board of Directors. The Investment Committee exercises all powers conferred upon it by the Board of Directors. The Committee is composed of three members and is headed by the Chairman of the Board of Directors.

The Investment Committee is responsible for:

  • Working with the Executive Management to develop the Company’s investment strategy and policy in line with the nature of its business, activities it engages in, and the risks it is exposed to, and recommend them.
  • Reviewing the investment strategy periodically to ensure its suitability to the changes that may occur in the external environment in which the Company operates, the legislation regulating its business or its strategic or other objectives, and recommend to the Board of Directors regarding the proposed changes to this policy.
  • General supervision of the Company’s investment activities and setting appropriate procedures for measuring and evaluating investment performance.
  • Studying and evaluating the investment opportunities proposed by the Company’s Management in relation to the following transactions and making a recommendation on them:
    • Mergers or acquisitions of companies, businesses or assets.
    • Any termination, sale, transfer of ownership, exit, or disposal of an existing investment.
    • Joint ventures under the agreement of partners or joint ventures.
    • Investing in new or existing projects or in expansion projects and the expansion of projects in which the Company has an interest.
    • Any investment opportunity that the Company’s Management would like to enter into.
  • Studying financing possibilities for the abovementioned transactions.
  • Ensuring that the proposed investment opportunities comply with the relevant laws, regulations and instructions.
  • Defining, and arranging priorities for the proposed investment offers.
  • Studying periodic reports from the Executive Management on the progress of the approved investment opportunities.
  • Seeking assistance from experts or specialists or others, in studying the topics that fall within its duties and responsibilities, after the approval of the Board of Directors.
  • Approval of the investment opportunities proposed by the Company’s Management.

 

Investment Committee Members

Membership of the committee along with short biographies of members

Member name Position Previous positions Academic
qualifications
HRH Prince Mishal Bin Sultan Bin Abdulaziz Al Saud Chairman of the Investment Committee Mentioned on page 96
Mr. Abdulaziz Bin Abdulrahman Bin Mohammed Al Omran Investment Committee Member Mentioned on page 96
Mrs. Loulwa Bint Mohammed Bin Abdulkarim Bakr Investment Committee Member Mentioned on page 98

 

Investment Committee meetings

The Investment Committee held six meetings during the 2023 fiscal year that were attended by members as shown in the table below:

Member name Position Nature of
membership		 Attendance
First Meeting
(28 Mar.
2023)		 Second Meeting
(12 Jul.
2023)		 Third Meeting
(03 Sep.
2023)		 Fourth Meeting
(01 Oct.
2023)		 Fifth Meeting
(05 Nov.
2023)		 Sixth Meeting
(26 Nov.
2023)
HRH Prince Mishal Bin Sultan Bin Abdulaziz
Al Saud 		Chairman
of the
Investment
Committee 		Non-
Executive
Mr. Abdulaziz Bin Abdulrahman Bin Mohammed Al
Omran 		Investment
Committee
Member 		Non-
Executive
Mrs. Loulwa Bint Mohammed Bin Abdulkarim
Bakr 		Investment
Committee
Member 		Independent