Responsibilities

The Board of Directors is responsible for overseeing the Company’s Executive Management and for supporting its strategic objectives, allowing the Company to carry out its business successfully and sustainably in the interest of its shareholders and stakeholders. The Board is also responsible for enhancing the Company’s success in the long run and providing clear instructions to Executive Management, including developing a clear strategy and overseeing its implementation by Management. Additionally, the Board oversees the Company governance structure, controls, internal controls systems and risk management.

The Board represents all shareholders, manages the Company’s affairs, carries out all works for the public interest of the Company and develops and strives to increase its value with due diligence and loyalty. The Board also protects the shareholders’ interests, and maximizes their gains in the long run. For this purpose, the Board shall be fully responsible for the Company’s governance, including developing the Company vision, strategy, and objectives, and shall oversee Management in achieving these objectives.

Though Executive Management is responsible for the day-to- day affairs of the Company, the Board is tasked with ensuring and verifying that the Company’s internal control systems are effective and that its activities are in line with the strategy, frameworks, policies, and internal procedures adopted by the Board in the manner ascribed by law, regulations, or instructions issued by competent authorities. Without prejudice to the competencies of the General Assembly, the Board shall have extended powers to manage the Company and direct its business to achieve its objectives. In particular, the Board’s duties and responsibilities include the powers provided under applicable laws, regulations, instructions, and the Company’s bylaws .

The Board represents all shareholders and shall exert due care and loyalty to manage the Company, protect its interests, develop it and maximize its value. Each Board Member shall comply with the principles of honesty, integrity and loyalty, and care for the interests of the Company and shareholders and prioritize them over their personal interest, in accordance with applicable laws, regulations and instructions.

The Board of Directors is also responsible for the Company business, even when it delegates committees, authorities, or individuals to exercise some of its powers. In all cases, the Board shall not issue a general or unfixed term mandate.

It is worth noting that, in compliance with the Companies Law, neither the Company’s bylaws nor any of its internal regulations and policies grant any powers enabling a Director to vote on any contract or offer in which that Director has a direct or indirect material interest. This is pursuant to Article 27 of the Companies Law, which stipulates that a Member of the Board of Directors may not have a direct or indirect interest in the transactions and contracts completed for the Company without the permission of the General Assembly.

Pursuant to Article 71, the Member must inform the Board of Directors of any personal interest they may have in the transactions or contracts completed for the Company. The Chairman of the Board of Directors must notify the General Assembly, when it convenes, of transactions and contracts in which any Member has a personal interest. Such notification shall be accompanied by a special report from the Auditor. This notification shall be recorded in the minutes of the Board’s meeting. The relevant Member shall not participate in voting on the resolution to be adopted in this regard.

Based on the foregoing, the Directors declare that they will:

• Work in accordance with Articles 71 and 72 of the Companies Law.
• Not vote on contracts entered into with Related Parties in the General Assembly Meetings if they have a direct or indirect interest.
• Not compete with the Company’s business without approval of the General Assembly in accordance with Article 27 of the Companies Law.

Powers of the Board

The Company is overseen by a Board of Directors consisting of highly experienced specialists. The Board shall have the full powers to manage Company business and supervise its affairs. The Board mandates the responsibility of the Company’s day-to-day management to the Executive Management.

The Board committees may request the assistance of external, professional, and independent advisors who may demand support from the Company Departments to help them carry out their responsibilities in accordance with the work regulations stipulated for each committee. External advisors, some of the Directors, and Senior Executive Management members may sometimes attend committee meetings together with its Members and the Secretary, subject to an invitation from the concerned Committee Chairman.

The Board of Directors shall have the power to form any number of committees that it deems necessary for effective governance, supervision, and management of Company operations, or to delegate some of its powers to a third party. However, the Board has retained the power over taking important decisions and specific key matters that require Board approval. These powers include the Company strategy-related decisions, annual financial reports, operational plans, key capital expenditures and transactions, financial results, dividend distributions, other capital returns, as well as approval of the Company’s risk appetite and other governance matters.

Board meeting attendance

The Company held four Board meetings during the year 2023. Following is a list of the dates of the meetings held during 2023 and the names of Directors who attended them:

Member name	Attendance				Total
	First meeting (21 February 2023)	Second meeting (17 May 2023)	Third meeting (03 September 2023)	Fourth meeting (16 December 2023)
HRH Prince Mishal Bin Sultan Bin Abdulaziz Al Saud					4
Mr. Abdulaziz Bin Abdulrahman Bin Mohammed Al Omran					4
Mr. Ghassab Bin Salman Bin Ghassab Bin Mandeel					4
Mr. Hamad Bin Abdullah Bin Fahad Al Bakr					4
Mr. Abdullah Bin Saud Bin Marshoud Al Romaih					4
Mrs. Loulwa Bint Mohammed Bin Abdulkarim Bakr					4

 

Ownership of shares by Board members

Shares ownership

Member name	Shares ownership		Net change %
	Opening balance (January 2023)	Closing balance (December 2023)
HRH Prince Mishal Bin Sultan Bin Abdulaziz Al Saud	0	0	0
Mr. Abdulaziz Bin Abdulrahman Bin Mohammed Al Omran	2,000	2,000	0
Mr. Ghassab Bin Salman Bin Ghassab Bin Mandeel	0	5,007,520	–
Mr. Hamad Bin Abdullah Bin Fahad Al Bakr	0	5,050,360	–
Mr. Abdullah Bin Saud Bin Marshoud Al Romaih	0	0	0
Mrs. Loulwa Bint Mohammed Bin Abdulkarim Bakr	0	0	0

• Number of shares are converted to the new nominal price per share.
• Save as mentioned above, no Board members or any of their relatives have any interests, contractual securities or rights issue on shares or debt instruments of the Company or its affiliates.

 

Companies inside and outside the Kingdom in which a Board Member is a member or a manager of their current or previous board

Member name	Names of companies in which a Board Member is a member of their current Board or a manager	Headquarters		Legal entity (Listed, unlisted joint stock company, LLC etc.)	Names of companies in which a Board Member is a member of their previous Board or a manager	Headquarters		Legal entity (Listed, unlisted joint stock company, LLC, etc.)
		Inside KSA	Outside KSA			Inside KSA	Outside KSA
HRH Prince Mishal Bin Sultan Bin Abdulaziz Al Saud (Chairman)	Tharwa Holding Company			Limited liability
	Track Saudi Holding Company			Limited liability
	Prince Sultan Bin Abdulaziz Al Saud Foundation			Charitable foundation
	Makashef Contracting Est.			Individual establishment
	Alamat International Company			Limited liability
Mr. Abdulaziz Bin Abdulrahman Bin Mohammed Al Omran (Vice Chairman)	Halala Company			Limited liability	GIB Capital			closed joint stock
	Impact46			closed joint stock	Oqal Group			Endowment foundation
	Rasan Company			closed joint stock	Saudi National Bank			Listed joint stock
	Dar wa Emaar for Investment and Real Estate Development			Limited liability
	Zeejprint			Limited liability
	Khalid & Abdulaziz Abdulrahman Al- Omran Company			Limited partnership
Mr. Ghassab Bin Salman Bin Ghassab Bin Mandeel (Chief Executive Officer)	Support Solutions for Logistics Services “Logi”			Limited liability	Red Crescent Authority			Government entity
	Red Color Company			Limited liability	EMS			Limited liability
	PIK Limited Company			Limited liability	Ministry of Interior			Government entity
	Alamat International Company			Limited liability	STC			Listed joint stock
	Blu Store Company			Limited liability	Peace Shield			Government entity
	Jahez International Company for Information Systems Technology (Kingdom of Bahrain)			Limited liability
	Jahez International Company for Wholesale and Retail Trading (Kuwait)			A Single Shareholder Limited liability
	Jahez for Information Technology (Egypt)			Limited liability
	Jahez International Company for Information System and Tecnology (Qatar)			Limited liability
Mr. Hamad Bin Abdullah Bin Fahad Al Bakr (Chief Business Officer)	Support Solutions for Logistics Services “Logi”			Limited liability	Saudi Post			Government entity
	Al Jazeera Company for Payments and e-commerce			Limited liability	Alwatania Distribution Company			Limited liability
	ALAMAT International Company			Limited liability	Zajoul Telecom Company			Limited liability
	Blu Store Company			Limited liability	Al Jabr Company			Limited liability
	SOL Trading Company			Limited liability	Al-Fayraq Company			single shareholder
					SISMO			Limited liability
					Ministry of Communications			Government entity
					Hail Chamber of Commerce			Government entity
Mr. Abdullah Bin Saud Bin Marshoud Al Romaih	Sanar Telemedicine Company			Limited liability	Flyin Company			Limited liability
	Single View Company			Limited liability	Arab Company for the Manufacture of Calcium Carbonate			Limited liability
	Jazeera Paints			Government entity	Saudi Authority for Industrial Cities and Technology Zones (MODON)			Limited liability
	Al Romaih Industrial Commercial Group			closed joint stock
	Drilling and Production Company			Limited liability
	The Arab Cooperative Company			Limited liability
	General Authority for Small and Medium Enterprises (Monsha'at)			Government entity
Mrs. Loulwa Bint Mohammed Bin Abdulkarim Bakr	Columbia University			Non-profit organization	Credit Suisse Saudi Arabia Company			closed joint stock
	Chrome Advisory			Limited liability	EFG HERMES			Saudi closed joint stock
	REYL Finance MEA Ltd.			Limited liability	Saudi National Bank			listed joint stock
	The Jeddah Chamber			Government entity	Zid Holding			Limited liability
					Global Ventures			Limited liability
					United International Transportation Co. “Budget Saudi”			listed joint stock
					The Forum of Young Global Leaders			Non-profit organization