5. Organizational Structure of the Company
5.4 Board Committees
Table No. (5.11): Summary Biography of Faisal bin Saif bin Muaid Al-Sultan
Name Faisal bin Saif bin Muaid Al-Sultan
Age 28 years
Nationality Saudi
Position Secretary of the Board of Directors Date of Joining the Board 24/07/1443H (corresponding to 02/03/2022G)
Academic Qualifications Bachelor’s degree in Law, King Saud University, KSA, 2019G.
Intensive English Diploma, University of Central Florida, USA, 2016G.
Current Positions Secretary of the Company’s Board of Directors, from 2022G to date.
Legal Affairs & Governance Officer of the Company, from 2021G to date.
Significant Past Professional Experience
Legal Advisor, Geepas Middle East KSA, a Saudi limited liability company operating in electrical appliances and accessories, from 2019G to 2021G.
Governance and Investor Relations Officer, Kawader Development Company, a Saudi limited liability company operating in training, from 2018G to 2019G.
Source: The Company.
2. Providing its technical opinion, at the request of the Board, regarding whether the Board’s report and the Company’s financial statements are fair, balanced, understandable, and contain information that allows Shareholders and investors to assess the Company’s financial position, performance, business model and strategy.
3. Analyzing any important or non-familiar issues contained in the financial reports.
4. Accurately investigating any issues raised by the Company’s Chief Financial Officer, any person assuming his/her duties, the Company’s compliance officer, or internal or external auditor.
5. Examining the accounting estimates in respect of significant matters contained in the financial reports.
6. Examining the accounting policies followed by the Company and providing its opinion and recommendations to the Board thereon.
b. Control and internal audit:
1. Examining and reviewing the Company’s internal and financial control systems and risk management system, and making recommendations regarding the proposed amendments to improve them and increase their efficiency.
2. Considering the effectiveness of the Company’s assessment of the material risks to which it may be exposed and the actions the Company has taken to monitor and manage these risks.
3. Examining, approving and annually updating the comprehensive internal audit plan that should include reviewing—at least on an annual basis—the main activities and processes, including risk management and compliance activities.
4. Analyzing the internal audit reports and following up on the implementation of the corrective measures in respect of the remarks made in such reports.
5. Monitoring and overseeing the performance and activities of the internal auditor and Internal Audit Department of the Company to ensure the availability of the necessary resources and their effectiveness in performing the assigned activities and duties.
6. Providing recommendations to the Board on the appointment of a director for the internal audit unit or department, or the internal auditor and suggesting his/her remuneration.
c. Auditor:
1. Providing recommendations to the Board regarding nominating the auditor, dismissing it, determining its remuneration and assessing its performance after verifying its independence and reviewing the scope of its work and the terms of its contract.
2. Verifying the independence of the auditor and its objectivity and the fairness and effectiveness of the audit activities, taking into account the relevant rules and standards.
3. Reviewing the plan of the Company’s auditor and its activities, and ensuring that it does not provide any technical or administrative works that are beyond its scope of work, as well as providing its opinion thereon.
4. Responding to queries of the Company’s auditor.
5. Reviewing the auditor’s reports and its comments on the financial statements, and following up on the procedures taken in connection therewith.
d. Ensuring compliance:
1. Reviewing the findings of the supervisory authorities’ reports and ensuring that the Company has taken the necessary actions in connection therewith.
2. Ensuring the Company’s compliance with the relevant laws, regulations, policies and instructions.
3. Reviewing the contracts and proposed transactions with Related Parties, and providing its recommendations to the Board in connection therewith.
4. Reporting to the Board any issues in connection with what it deems necessary to take action on, and providing recommendations as to the steps that should be taken.
e. Arrangements for providing remarks:
1. The Audit Committee shall develop arrangements that enable the Company’s employees to confidentially provide their remarks in respect of any inaccuracies in the financial or other reports. The Audit Committee shall ensure that such arrangements have been put into action through an adequate independent investigation in respect of the error or inaccuracy, and shall adopt appropriate follow-up procedures.
2. Proposing to the Board to develop policies or procedures to be followed by stakeholders when
C. Summary Biographies of the Audit Committee Members The following are summary biographies of the Audit Committee’s members:
Table No. (5.13): Summary Biography of Abdulmajeed bin Suleiman bin Muhammad Al-Dakhil
Name Abdulmajeed bin Suleiman bin Muhammad Al-Dakhil
Position Head of the Audit Committee
Date of Joining the Audit
Committee 23/05/1443H (corresponding to 27/12/2021G)
Biography See Section 5.3.7 “Summary Biographies of the Directors and the Secretary” of this Prospectus.
Source: The Company.
Table No. (5.14): Summary Biography of Muhannad bin Suleiman bin Muhammad Alsaif
Name Muhannad bin Suleiman bin Muhammad Alsaif
Position Member of the Audit Committee Date of Joining the Audit
Committee 23/05/1443H (corresponding to 27/12/2021G)
Biography See Section 5.3.7 “Summary Biographies of the Directors and the Secretary” of this Prospectus.
Source: The Company.
Table No. (5.15): Summary Biography of Muhammad bin Saud bin Abdulaziz Al-Zamil
Name Muhammad bin Saud bin Abdulaziz Al-Zamil
Position Member of the Audit Committee Date of Joining the Audit
Committee 23/05/1443H (corresponding to 27/12/2021G)
Biography See Section 5.3.7 “Summary Biographies of the Directors and the Secretary” of this Prospectus.
Source: The Company.
5.4.2 Nomination and Remuneration Committee
A. Formation of the Nomination and Remuneration CommitteeThe Nomination and Remuneration Committee consists of three (3) members appointed pursuant to a Board resolution dated 28/03/1444H (corresponding to 24/10/2022G) as of the date of 26/02/1444H (corresponding to 22/09/2022G). The following table includes the names of the members of the Nomination and Remuneration Committee:
Table No. (5.16): Members of the Nomination and Remuneration Committee
# Name Position Status
1. Abdulmajeed bin Suleiman bin Muhammad Al-Dakhil Head Independent/Non-executive
2. Muhammad bin Suleiman bin Abdulaziz Alghafees Member Member who is not a Director
3. Ahmed bin Suleiman bin Muhammad Alsaif Member Non-independent/Non-executive
Source: The Company.
B. Responsibilities of Nomination and Remuneration Committee
Without prejudice to the duties and responsibilities stipulated in the Companies Law, the Company’s Bylaws and the Corporate Governance Regulations, the Nomination and Remuneration Committee shall perform all duties and responsibilities that enable it to achieve its objectives, including:
a. For nominations:
1. Suggesting clear policies and standards for membership of the Board and the Executive Management.
2. Providing recommendations to the Board for the nomination or re-nomination of its members in accordance with the approved policies and standards, taking into account that nomination shall not include any person convicted of a crime involving moral turpitude or dishonesty.
3. Preparing a description of the capabilities and qualifications required for membership of the Board and Executive Management positions.
4. Determining the amount of time that a member shall allocate to Board activities.
5. Annually reviewing the skills and expertise required of the Directors and the Executive Management.
6. Reviewing the structure of the Board and the Executive Management and providing recommendations regarding changes that may be made to such structure.
7. Annually ensuring the independence of independent Directors and the absence of any conflicts of interest if a Director also acts as a director of another company.
8. Providing job descriptions for executive, non-executive and independent Directors and Senior Executive Management.
9. Setting procedures to be followed if the position of a Director or a Senior Executive becomes vacant.
10. Determining the strengths and weaknesses of the Board and recommending solutions to address weaknesses in line with the Company’s interests.
b. For remuneration:
1. Preparing a clear policy for the remuneration of the Directors and members of the Board Committees and the Executive Management and presenting such policy to the Board in preparation for approval by the General Assembly, provided that such policy follows performance-related standards and disclosing and ensuring the implementation of such policy.
2. Clarification of the relation between the remuneration granted and the adopted remuneration policy, highlighting any material deviation from such policy.
3. Periodically reviewing the remuneration policy and assessing its effectiveness in achieving its objectives.
4. Providing recommendations to the Board in respect of the remuneration of the Directors, Board Committees members and Senior Executives, in accordance with the approved policy.
C. Summary Biographies of the Nomination and Remuneration Committee Members The following are summary biographies of the Nomination and Remuneration Committee members:
Table No. (5.17): Summary Biography of Abdulmajeed bin Suleiman bin Muhammad Al-Dakhil
Name Abdulmajeed bin Suleiman bin Muhammad Al-Dakhil
Position Head of the Nomination and Remuneration Committee Date of Joining the
Nomination and
Remuneration Committee 26/01/1444H (corresponding to 24/08/2022G)
Biography See Section 5.3.7 “Summary Biographies of the Directors and the Secretary” of this Prospectus.
Source: The Company.
Table No. (5.18): Summary Biography of Muhammad bin Suleiman bin Abdulaziz Alghafees
Name Muhammad bin Suleiman bin Abdulaziz Alghafees
Age 37 years
Nationality Saudi
Position Member of the Nomination and Remuneration Committee Date of Joining the
Nomination and
Remuneration Committee 27/07/1443H (corresponding to 02/03/2022G)
Academic Qualifications
Diploma in HR Management (Level 5), Chartered Institute of Personnel and Development (CIPD), UK, 2019G.
Master’s degree in Applied Linguistics, Indiana State University, USA, 2011G.
Bachelor’s degree in English Language and Literature, Imam Muhammad bin Saud University, KSA, 2006G.
Current Positions
Member of the Company’s Nomination and Remuneration Committee, from August 2022G to date.
Member of the Nomination and Remuneration Committee, Elfaleh Sports House, a Saudi joint stock company operating in sports equipment and supplies, from 2020G to date.
Chief Human Resources Officer, Kafaat Business Solutions, a Saudi limited liability company operating in business solutions and consultancy for human resources and development, from 2017G to date.
Significant Past Professional Experience
Head of the Company’s Nomination and Remuneration Committee, from March 2022G to August 2022G.
Head of Training Department, Education and Training Evaluation Commission (ETEC), a Saudi Government body operating in training and education evaluation in the Kingdom and improvement of the quality of training and education outputs, from 2014G to 2017G.
Project Manager, Human Resources Fund, a Saudi Government fund supporting Saudization, reducing unemployment rates, improving work environments and developing legislative regulations for the labor market, from 2013G to 2014G.
Member of the Training Team, Institute of Public Administration, a Saudi Government institute operating in training, management consultancy and research, from 2007G to 2013G.
Human Resources Development Supervisor, Almarai, a Saudi listed joint stock company operating in food processing, from 2006G to 2007G.
Source: The Company.
Table No. (5.19): Summary Biography of Ahmed bin Suleiman bin Muhammad Alsaif
Name Ahmed bin Suleiman bin Muhammad Alsaif
Position Member of the Nomination and Remuneration Committee Date of Joining the
Nomination and
Remuneration Committee 27/07/1443H (corresponding to 02/03/2022G)
Biography See Section 5.3.7 “Summary Biographies of the Directors and the Secretary” of this Prospectus.
Source: The Company.
5.4.3 Executive and Investment Committee
A. Formation of the Executive and Investment Committee
The Executive and Investment Committee consists of three (3) members appointed pursuant to a Board resolution dated 28/03/1444H (corresponding to 24/10/2022G) as of 26/02/1444H (corresponding to 22/09/2022G). The following table includes the names of the members of the Executive and Investment Committee:
Table No. (5.20): Members of the Executive Committee
# Name Position Status
1. Muhammad bin Saud bin Abdulaziz Al-Zamil Head Independent/Non-executive
2. Muhammad bin Suleiman bin Muhammad Alsaif Member Non-Independent/Executive
3. Ahmed bin Saleh bin Muhammad Al-Sultan Member Independent/Non-executive
Source: The Company.
B. Responsibilities of Executive and Investment Committee Executive Responsibilities:
The Executive and Investment Committee shall assist the Board in performing the duties and responsibilities entrusted thereto by studying topics before they are presented to the Board and making the necessary recommendations, or making decisions if the Board delegates it to do so. The Executive and Investment Committee’s duties and responsibilities include:
1. Overseeing the development of the Company’s strategic plan, assessing the proposals and initiatives submitted by the Executive Management regarding the vision, mission and strategic objectives of the Company, and making the appropriate recommendations.
2. Ensuring the implementation of the Company’s strategy and its effectiveness in achieving the desired goals.
3. Examining and reviewing the estimated annual (capital and operating) budget and making appropriate recommendations.
4. Overseeing the implementation of the estimated budget, periodically monitoring the actual performance, analyzing the causes for deviations, if any, and proposing appropriate solutions.
5. Considering strategic and significant topics and projects and regularly monitoring their implementation.
6. Regularly reviewing and monitoring the Company’s performance against the performance indicators approved by the Board and reporting any relevant issues of importance.
7. Supervising the management of the Company’s finances, its cash flows and financing plans, as well as its financial and credit relationships with third parties.
8. Reviewing and developing the Company’s internal policies and proposing appropriate amendments.
9. Reviewing the social responsibility policy, programs and means proposed by the Executive Management to communicate the Company’s social work initiatives.
10. Any other duties delegated by the Board to the Executive and Investment Committee, or assigned thereunder in the list of financial and administrative powers.
Investment Responsibilities:
The Executive and Investment Committee shall assist the Board in performing the duties and responsibilities entrusted to it with regard to investment by examining topics before presenting them to the Board and making the necessary recommendations, or making decisions if the Board delegates it to do so. The Executive and Investment Committee’s duties include:
1. Overseeing development of the Company’s investment strategy and policy by the Executive Management, setting plans and objectives in line with the nature of the Company’s business and activities, and identifying and periodically reviewing the acceptable investment risk thresholds to ensure their suitability to changes in the market.
2. Periodically monitoring the Company’s investment activities, setting the necessary procedures for assessing the Company’s investment performance through appropriate performance indicators related to the extent to which the Company’s investment objectives and plans are achieved, the quality of management of relevant risks, identifying the strengths and weaknesses and providing the Board with appropriate recommendations and solutions.
3. Examining and assessing investment opportunities, whether through establishing companies, participating with others in their establishment, holding shares and stakes in other existing companies or acquiring or merging with them, engaging in all kinds of investments, whether real estate investments or investments in deposits, sukuk, bonds, shares, funds, etc., or disposing of them, and making appropriate recommendations.
4. Periodically monitoring the business of the Company’s subsidiaries, or companies in which the Company is a shareholder, including:
a. Establishing policies and mechanisms for the nomination of Company representatives to the boards of directors of such companies, proposing the nomination of representatives and submitting them to the Board.
b. Monitoring and analyzing the financial and operational performance of such companies in light of their financial results, periodically meeting with the Company’s representatives in the boards of directors of such companies, holding discussions with them and assessing potential opportunities and risks.
c. In collaboration with the Executive Management, considering the topics listed on the agenda of the assemblies of such companies well in advance of their meetings, and determining the appropriate decisions and what needs to be presented to the Board for approval.
5. Any other duties delegated by the Board to the Executive and Investment Committee, or assigned thereunder in the list of financial and administrative powers.
C. Summary Biographies of Executive and Investment Committee Members The following are summary biographies of the Executive Committee members:
Table No. (5.21): Summary Biography of Muhammad bin Saud bin Abdulaziz Al-Zamil
Name Muhammad bin Saud bin Abdulaziz Al-Zamil
Title Head of the Executive and Investment Committee Date of Joining the
Executive and the
Investment Committee 27/07/1443H (corresponding to 02/03/2022G)
Biography See Section 5.3.7 “Summary Biographies of the Directors and the Secretary” of this Prospectus.
Source: The Company.
Table No. (5.22): Summary Biography of Muhammad bin Suleiman bin Muhammad Alsaif
Name Muhammad bin Suleiman bin Muhammad Alsaif
Title Member of the Executive and Investment Committee Date of Joining the
Executive and the
Investment Committee 27/07/1443H (corresponding to 02/03/2022G)
Biography See Section 5.3.7 “Summary Biographies of the Directors and the Secretary” of this Prospectus.
Source: The Company.
Table No. (5.23): Summary Biography of Ahmed bin Saleh bin Muhammad Al-Sultan
Name Ahmed bin Saleh bin Muhammad Al-Sultan
Title Member of the Executive and Investment Committee Date of Joining the
Executive and the
Investment Committee 27/07/1443H (corresponding to 02/03/2022G)
Biography See Section 5.3.7 “Summary Biographies of the Directors and the Secretary” of this Prospectus.
Source: The Company.