Board of Directors Committees

The company has many committees forming from the Board of Directors. The following is a description of the Board Committees:


Audit and Risk Committee


   The committee aims to ensure the safety and integrity of the company's financial reports, as well as to verify the adequacy and effectiveness of the internal control systems applied in the company, establishing a culture of commitment within the company, and developing risk management strategies, policies and regulations, in a manner consistent with the degree of risk tolerance of the company.
The Audit Committee consists of three members The non-executive board of directors, and the membership of the committee is occupied by an independent member, and the chairman or members of the board of directors are not occupied.


Executive committee members, as described below:


NamePosition
Mr. Zain Alabideen MaraafiePresident of the Committee
Mr. Ibrahem Abdulnabi BinNikhiVice President of the Committee
Mrs. Abeer Mohamed Ahmed Al BaharMember


Duties and responsibilities of the Audit and Risk Committee


1) Reviewing the public and annual financial statements and the external auditor’s report for initial approval before submitting them to the administrative department for final approval.


2) Freeing the company from the independence and comprehensiveness of the scope of external control, ensuring the extent of its independence and monitoring its independence from that point on are factors that may weaken its independence.


3) Study the external auditor’s observations on the company’s financial statements, follow up and review them.


4) Study the beginnings and accounting policies applied in the company and examine any changes that take place that may want to know the company’s location while determining the reasons for this beginning.


5) Review and approve the annual construction of internal audit, supervise the internal audit of the business, and review and produce the scope of its various works.


6) Reviewing internal reports related to the company’s various departments and discussing the observations related to them, decided to correct them and determine the people who initiated the investigation and the time period for implementation.


7) Reviewing the extent of innovation and effectiveness of the company’s internal systems, including trends and policies related to various and diverse innovative practices, and verifying the implementation of strategic innovations.


8) Implement corresponding corrective measures according to the specified program.


9) Reports on the oversight trials, including the necessary measures and necessary measures taken.


10) Design and design principles for cutting-edge evidence of innovation and engineering technology.


11) Nominating and appointing the suspended person in advance, removing him or changing him, determining his fees, and verifying the effectiveness of his implementation.


12) Appointment of the external director, reappointment or change of the external auditor and his fees.


13) Conduct a periodic audit independently with the external auditor at least four times with the auditor, as well as when needed at the request of the committee.


14) Ensuring the availability of diverse resources and systems, reviewing the organizational structure and multiple innovations and its control before being approved by the Board of Directors, verifying that the working administrative officials are fully aware of the company’s environmental risks, and ensuring the independence of the various employees from the relevant companies.


15) Assisting the Board of Directors in identifying various types of different areas. The company has specific systems and mechanisms for measuring and following up on different types that the company may affect.


16) Study and review relative reports of many companies seeking to take from these many or confront them in a wide range and approved by the company for damages.


Nominations and Rewards Committee


The committee aims to prepare recommendations related to nominations for the positions of members of the Board of Directors and Executive Management, as well as presenting recommendations Regarding the policies and regulations governing the granting of compensations and rewards, 1 meeting was held during the year 2022. He is a member of the committee Three members of the Board of Directors; the membership of the committee is occupied by an independent member and the committee is chaired by a non-member of the Board.


Executives, as described below:

NamePosition
Mr. Adwan Mohamed Al AdwaniPresident of the Committee 
Mr. Zain Alabideen Maraafie
Vice President of the Committee
Mr. Ibrahem Abdulnabi BinNikhi
Member


Duties and responsibilities of the Nomination and Remuneration Committee


1)Recommend nomination and re-nomination for membership of the Board of Directors and Board Committees.


2)Developing job description cards for the executive, non-executive, and independent members of the Board of Directors.


3)Ensure that the independent board member is not deprived of the status of independence.


4)Initial approval of the plan for rotation and replacement of executive positions.


5)Submit recommendations to the Board of Directors to appoint executive management personnel and vacant leadership positions in accordance with approved policies and standards in a manner that does not conflict with the instructions and the regulating laws.


6)Supervise the preparation and identification of the company's needs of competencies at the level of the executive management and the rest of the employees and the basis for their selection Employment processes and terms of contract with the company's employees who report directly to the CEO.


7)Identify the strengths and weaknesses of the Board of Directors through self-assessment and recommend taking the necessary actions to correct any Shortcomings commensurate with the interest of the company.


8)Approving the company's job grades and salary’s structure.


9)Draw clear policies on compensation and insurance risks related to the professional liability of Board members and identify Policies and standards related to performance measurement and implementation.Preparing and developing a policy for allowances and remunerations of board members in accordance with the applicable laws, provided that the recommendation is submitted to Board of Directors for approval to be subject to the approval of the Ordinary General Assembly.


10)Preparing and developing a policy for allowances and remunerations for board and committee members in accordance with applicable laws.


11)Determine the different rewards segments that will be granted to employees, such as the fixed rewards segment and the linked rewards segment performance, bonuses in the form of shares, and end-of-service rewards.


12)Overseeing the preparation of the policy for awarding rewards and promotions, raises, benefits, incentives, and salaries to the executive management and staff.


13)Preparing a detailed annual report on all remunerations granted to members of the Board and Executive Management, provided that this report is presented to the General Assembly for approval.


Governance Committee


The committee aims to verify the preparation, follow-up and control of the application of governance principles and compliance with the instructions, regulations and laws issued by the Board The various regulatory authorities in this regard, and the extent to which the policies, regulations and procedures applied in the company are appropriate to those instructions and to take corrective and preventive measures and steps, when necessary, in order to balance and harmonize the powers enjoyed by the department. The company and the protection of the rights of shareholders and stakeholders for the interest of the company, holding 2 meetings during the year. Running the membership of the committee is three members of the Board of Directors, and the committee is chaired by a non-executive member of the Board, as shown below:

NamePosition
Mr. Ibrahim Mohamed Al GhanimPresident of the Committee 
Mr. Zain Alabideen Maraafie
Vice President of the Committee
Mrs. Abeer Mohamed Al Bahar
Member


Roles and responsibilities of the governance committee


1)Reviewing, amending and initial approval of the Governance Guide and its consistency with the requirements received from the Capital Markets Authority and the regulatory authorities before submitting it to the Board of Directors for final approval.


2)Monitoring and supervising the implementation of the principles and frameworks of governance that have been approved by the Board of Directors in accordance with the Governance Manual.


3)Permanent and continuous review of the decisions, laws and instructions issued by the supervisory authorities regarding the rules and practices of Governance and making recommendations to the Board of Directors regarding the changes it deems necessary to develop and implement the standards and best practices.


4)Supervising the preparation of the governance report and the annual report and its approval by the Board of Directors.


5)Informing the Board of Directors of the latest developments, decisions and laws issued by the various regulatory authorities.


6)Reviewing the report of the cases filed by and against the company, verifying their causes and the current situation, and making recommendations in this regard.


7)Submit recommendations to the Board of Directors for information and final approval.