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Corporate Governance

Corporate Governance Framework

Corporate Governance

Corporate Governance is a set of procedures and processes according to which an organization is directed and controlled. The corporate governance structure specifies the distribution of rights and responsibilities among the different participants in the organization - such as the board, managers, shareholders and other stakeholders - and lays down the rules and procedures for decision-making.

Our objective is to create a safe environment for stakeholders through adherence to laws & regulations. Corporate governance principles require all board members, executive management and employees to show integrity and honesty in all their dealings with the company and with third parties.

Board of Directors

The Board of Directors shall oversee, direct, and monitor the management of the business to protect the interest of stakeholders in terms of corporate governance, compliance with laws and regulations, and maintenance of internal, financial, accounting and reporting controls.

It consists of a wide range of skills and experience that ensures commitment to good corporate governance. Our board responsibilities are clearly defined in the approved board charter. All Board members share a similar vision for the future of the company.

Board Members

The Board of directors is composed of the following members:

Name Designation
Talal Jassim Al-Bahar Chairman
Ibrahim Saleh Al-Therban Vice Chairman
Abeyya Ahmed Al-Qatami Board of Director
Emad Abdullah Al-Essa Board of Director
Marzouq Jassim Al-Bahar Board of Director
Bandar Sulaiman Al-Jarallah Board of Director
Loay Saber Radwan Board Secretary

Board Committees

The Board of Directors shall oversee, direct, and monitor the management of the business to protect the interest of stakeholders in terms of corporate governance, compliance with laws and regulations, and maintenance of internal, financial, accounting and reporting controls.

It consists of a wide range of skills and experience that ensures

Audit Committee

The purpose of the Audit Committee is to assist the Board of Directors in the oversight of:

  1. The integrity of the financial statements of the Company,
  2. The adequacy and the effectiveness of the internal control systems implemented,
  3. The performance of the Company’s internal audit function,
  4. The Company’s compliance with legal and regulatory requirements.

Committee Members

Name Designation
Marzouq Jassim Al-Bahar Chairman
Ibrahim Saleh Al-Therban Member 1
Bandar Sulaiman Al-Jarallah Member 2

Risk Management Committee

This committee is formed to assist the Board of Directors of in fulfilling its oversight responsibilities with regard to the risk appetite of company, the risk management & compliance framework and the governance structure that supports it.

Committees’ Members

Name Designation
Ibrahim Saleh Al-Therban Chairman
Emad Abdullah Al-Essa Member 1
Bandar Sulaiman Al-Jarallah Member 2

Nomination & Remuneration Committee

The purpose of the Nomination & Remuneration Committee of the company is to identify, screen and recommend to the board of directors of the Company appropriate candidates to serve as directors and Executive management of the Company, to oversee the process for evaluating the performance of the Board and to develop, recommend to the Board and monitor nomination guidelines for the Company. In addition to that, preparing the compensations & remunerations policies & regulations.

Committee’s members

Name Designation
Talal Jassim Al-Bahar Chairman
Abeyya Ahmed Al-Qatami Member 1
Bandar Sulaiman Al-Jarallah Member 2

Disclosure & Transparency

We are committed to provide timely, consistent & accurate information to our stakeholders to enable them to understand its governance, strategy, policies, activities & practices. Disclosure & Transparency policy is approved by the Board of Directors that provides guidelines for effective disclosure & transparency practices.

The disclosure framework covers the key quantitative and qualitative information related to financial performance and financial stability, risk management factors, remuneration, Corporate Governance, related-parties transactions, conflict of interest, substantial changes on business and others.

Risk Management and Internal Control

Risk Management

Risk management is an integral part of proper management practice and it forms part of the Company's internal controls and corporate governance. It explains the Company's underlying approach to risk management and documents the roles and responsibilities of the Senior Management and other key parties. The main objective of this policy is to identify and reduce or eliminate risks and losses to its investments, security, interests and employees while striving to achieve its corporate and strategic objectives.

The Board of Directors oversees the establishment and implementation of the risk management system and annually reviews the effectiveness of the system. The Board supports the risk management practice within the company, but risk management remains the responsibility of the company’s management team

Senior Management is responsible for the implementation of the risk management process and ultimately responsible for the management of risks in business. All personnel are responsible for managing risks within their areas of responsibilities per the general risk management guidelines set by the Company.

Internal Audit

Internal Audit Function is an independent function, mainly responsible for evaluating the adequacy and effectiveness of internal controls, ensuring compliance with policies, procedures and regulatory requirements. Internal Auditor is not assigned to any executive responsibilities in order to maintain his/her autonomy and impartiality in fulfilling his/her duties and responsibilities. The Internal Audit function reports directly to the Board Audit Committee which is accountable for monitoring the overall performance of the function.

The mission of the Internal Auditor is to provide independent and objective reviews and assessments of the business activities, operations, financial systems and internal accounting controls of the company. The Internal Auditor accomplishes its mission through the conduct of operational, financial and performance audits, selected as the result of a risk identification and assessment process.

Remuneration Governance

The Board of Directors has adopted the remuneration policy at the proposal of the Remuneration Committee. This Policy sets out key aspects and components of the remuneration of the Board of Directors & Executive Management.

This policy reflects the objectives for good corporate governance as well as sustained and long-term value creation for shareholders. In addition, it ensures that company is able to attract, develop and retain high-performing and motivated employees in a competitive market.