CORPORATE GOVERNANCE

The Extraordinary General Assembly held on April 26/04/2016 has elected the Board of Directors for the current session and for three years effective 18/08/1437 Hijri – 25/05/2016 via the accumulated voting. The following tables illustrate Director’s names and Membership status as follows:

Member Name Title Membership status
Abdulelah Abdullah Abunayyan Chairman Non-Executive
AbdulRauf Walid AlBitar Board Member Non-Executive
Musaab Suleiman Al-Muhaidib Board Member Independent
Eid Faleh Al- Shammari Board Member Independent
Fares Ibrahim Alhumaid Board Member Independent

Board Committees

In order to obtain an effective supervision, the Board of Directors appointed three committees to review the company’s operations within their respective fields and then to report the results and recommendations to the Board. The General Assembly of the Company approved the Board’s recommendations regarding the rules to select the members and the duration of their membership and the committees’ scope of work.

Audit Committee

The Audit Committee’s role is to supervise and monitor the integrity of financial statements and the company’s risk management systems. The committee will comprise a minimum of three members including a specialized in financial and accounting affairs member; In particular the committee’s role includes:
  • Oversight of the internal management of Audit & Risk within the company
    To Supervise the Internal Audit Department and to ensure the actual implementation of the tasks and activities assigned by the Board Members.
  • To supervise the scope of work and all activities of the external auditors and providing the needed approvals on any activity that is outside of the appropriate audit framework during their duties’ implementation.
  • Review the audit plan with the external auditors and raise the comments & recommendations.
  • Review the annual and interim financial statements before submitting to the Board of Directors.

Nomination & Remuneration Committee

The Nomination & Remuneration Committee introduces the Board of Directors nominations to the Board, and to study the complete remuneration structure of the company, this is to set suitable incentives for management and staff at all levels. the committee’s role includes:
  • To review and submit the recommendations about the Company’s Performance Evaluation Policy and the Incentives & remuneration policies which are applied on the Managers, CEO and the staff.
  • To provide the appropriate recommendations to the board of directors concerning the Incentives & Remuneration plans.
  • Make recommendations to the Board on new appointments to the Board In accordance with the policies and standards, and to ensure that all nominees for appointment as a director are free of any prior conviction for fraudulent or criminal acts.
  • Review and make recommendations and adjustments related to the structure of the Board of Directors.
  • Annually confirm the independence of the independent members of the Board. And to confirm that there is no any conflict of interest by virtue of directorships that they hold in other companies.

Executive Committee

The goal of this committee is to assist the Board of Directors to perform the responsibilities with regard to providing directions on the overall company’s strategies, the business development and the internal Audit control. Moreover, to exercise of the authority as delegated by the Board during its meetings.
  • Ensure that the company is developing the commercial & strategic plans and developing the internal policies. The committee reviews it and submits it to the board for approvals.
    Initiate a business plans in the medium and long term.
  • Review the annual plans of the company’s operations and reviewing the annual budget submitted by the management to take the board’s recommendations.
  • Review company performance on a monthly basis and quarterly basis, comparing the actual performance against the achieved targets.

The company also is working on implementing the provisions of the Corporate Governance issued by the Capital Market Authority.