LEGAL INFORMATION
10.1 Introduction to and highlights of changes in the company .1 Trade name
10.1.8 Management
10.1.8.5 Board of Directors’ Committees
The Board of Directors shall have three (3) committees that assist it in the execution of its duties as follows:
10.1.8.5.1 Audit Committee
According to Article Thirty-Eight (38) of the Company’s Articles of Association and the first Paragraph (a) of Article One (1) of the Company’s Audit Committee Regulations, the Audit Committee shall be composed of three (3) members who are not executive members in the Board of Directors, whether from the shareholders, or others, and the number of the current Committee’s members, is three (3) members. The members of the Audit Committee were appointed by the Shareholders’
(ordinary) General Assembly, held on 22/12/1442H (corresponding to 01/08/2021G) and shall dissolve at the end of the current Board of Directors’ session on 19/11/1445H (corresponding to 27/05/2024G). It is composed of the following members:
Table NO. (51): The Members of the Audit Committee*
Name Position Other positions currently occupied by the member
Rashid Sulaiman Al-
Rasheed Chairman of the Audit
Committee
- Chief Financial Officer, BNY Mellon Saudi Financial Company
- An Independent Member in the Board of Directors of Tourism Enterprise Company (TECO) Saad Al Tayyar A Member Deputy Chief Financial Officer at Saudi Authority for Industrial Cities and Technology Zones
(Modon)
Firas Al-Harbi A Member CEO - The Saudi Arabian Amiantit Company Source: The Company
*The Shareholders’ (Ordinary) General Assembly appointed members of the Audit Committee for a new term starting from the date of convening the General Assembly and to the end of the current Board of Directors’ session on 19/11/1445H (corresponding to 27/05/2024G), according to the Board of Directors’
recommendation on 22/10/1442H (corresponding to 03/06/2021G).
It is worth noting that, as of the date of this prospectus, the two members, Saad Al-Tayyar and Firas Al-Harbi, shall not occupy any other positions in the company, notwithstanding Chairman of the Committee, Rashid Sulaiman Al-Rasheed, who is a Board of Directors’ Member in the company.
The Audit Committee regulation was approved by the Shareholders’ Ordinary General Assembly in its meeting held on 13/06/1432H (corresponding to 16/05/2011G), kindly see subparagraph (4.4.1) “Audit Committee” of paragraph (4.4)
“Board of Directors’ Committees” in Section (4) “The Organizational Structure of the Company”).
According to Paragraph (d) of Article One of the Audit Committee Regulations, the Committee shall meet periodically every three months, and it shall also meet with the company’s auditor and the internal auditor. The internal auditor and the company’s auditor may invite to a meeting with the audit committee whenever it is necessary. The Committee held seven (7) meetings during the fiscal year ended on December 31, 2019G, eight (8) meetings during the fiscal year ended on December 31, 2020G, seven (7) meetings during the fiscal year ended on December 31, 2021G and (1) meeting during the
Table NO. (52): The number of audit committee meetings during the past three years up to the date of this prospectus
2019G 2020G 2021G 2022G
Audit Committee 7 8 7 2
Source: The Company
*Until the date of this prospectus
10.1.8.5.2 Nomination and Remuneration Committee
In accordance with the regulations of the Remuneration and Nominations Committee and the requirements of the Corporate Governance Regulations issued by the Capital Market Authority, the (Remuneration and Nominations Committee) shall be formed by the Board of Directors’ resolution and shall be composed of three (3) members who are not executive members in the Board of Directors, provided that at least one of them is an independent member. The Nominations and Remunerations Committee shall be composed of three (3) members. The Nominations and Remunerations Committee was formed, pursuant to Board of Directors’ Resolution No. 260-06/2021, issued on 22/10/1442H (corresponding to 03/06/2021G), and it shall dissolve at the end of the current Board of directors’ session on 19 /11/1445H (corresponding to 27/05/2024G), and it is composed of the following members:
Table NO. (53): Members of the Nomination and Remuneration Committee
Name Position Other positions currently occupied by the member
Fahad bin Abdullah Al Sameeh Chairman of the Nomination and Remuneration Committee
- CEO of Tabuk Agriculture Development Company (TADCO)
- A Board of Directors’ Member in Tourism Enterprise Company - “Shams”
Rashid Sulaiman Al-Rasheed A Member - Chief Financial Officer, BNY Mellon Saudi Financial Company - A Board of Directors’ Member in Tourism Enterprise Company - “Shams”
Ayoub El Amrani A Member - Investors’ Relations with Dr. Sulaiman Al-Habib Medical Group - Part-time consultant at Purity for Information Technology
Khaled Al-Sour A Member Executive manager of Legal Consultations in National Water Company and a member in the Board of Directors of Tourism Enterprise Company - “Shams”
Source: The Company
The Nomination and Remuneration Committee shall meet at least once per year. The Committee held three (3) meetings during the fiscal year ended on December 31, 2019G, five (5) meetings during the fiscal year ended on December 31, 2020G, nine (9) meetings during the fiscal year ended on December 31, 2021G and (0) meeting during 2022G.
Table NO. (54): The number of the Nomination and Remuneration Committee meetings during the past three years up to the date of this prospectus
2019G 2020G 2021G 2022G
Nomination and Remuneration Committee 3 5 9 1
Source: The Company Until the date of this prospectus
10.1.8.5.3 Development and Investment Committee
The Development and Investment Committee is composed of three (3) members. The Development and Investment Committee was formed in the minutes of the Board of Directors’ meeting on 22/10/1442H (corresponding to 03/06/2021G).
It shall dissolve at the end of the current Board of Directors’ session on 19/11/1445H (corresponding to 27/05/2024G), and it is composed of the following members:
Table NO. (55): Members of the Development and Investment Committee
Name Position Other positions currently occupied by the member
Abdul Ilah Nasir Al Zarah
Chairman of the Nomination and Remuneration Committee
- Chairman of the Board of Directors of Mazah Trading and Contracting Co. Ltd.
- Chairman of the Board of Directors of Tourism Enterprise Company (TECO) Abdullah bin
Omar Al-
Suwailem A Member Deputy Chairman and Managing Director of Tourism Enterprise Company (TECO) Ayoub El Amrani A Member - Investors’ Relations with Dr. Sulaiman Al-Habib Medical Group
- Part-time consultant at Purity for Information Technology
Name Position Other positions currently occupied by the member
Ahmed bin Ali
Al-Zayat A Member
- Manager of Investors’ Relations and Legal Affairs at Takween Advanced Industries Co.
- Secretary of the Board of Directors of Takween Advanced Industries Co.
- A Member of the Risk Management Committee
- A Member of the Reporting and Anti-fraud Committee at Takween Advanced Industries Co.
- A Member of the Audit Committee at Al- Othman Holding Company Source: The Company
It is worth noting that, as of the date of this prospectus, the Chairman of the Development and Investment Committee, Mr.
Abdul Ilah Nasir Al Zarah, holds the Chairman position in the Board of Directors (a non-executive/ independent member), and Mr. Abdullah bin Omar Al-Suwailem who is a member in the Development and Investment Committee, holds the deputy Chairman position and Managing Director (an executive member) and Mr. Ayoub El Amrani is also a member of the Nominations and Remunerations Committee.
The committee does not have any regulations, and the committee shall meet whenever it is necessary. The Committee did not hold any meetings during the two fiscal years ended on December 31, 2019G, and December 31, 2020G. The Committee held seven (7) meetings during the fiscal year ended on December 31, 2021G. The committee also held two (2) meetings during 2022G, until the publication date of this prospectus.
Table NO. (56): The number of the Development and Investment Committee meetings during the past three years up to the date of this prospectus
2019G 2020G 2021G 2022G
Executive Committee 0 0 7 2
Source: The Company
*Until the date of this prospectus
10.1.8.5.4 Executive Management
The current executive management is presided by Chief Executive Officer (CEO) Ali Abdullah Al-Salham, as of 28/09/1442H (corresponding to 11/04/2021G). The following table shows the details of the company’s executive management:
Table NO. (57): The Executive Management of the Company
Name Position Nationality Age Employment Date
Owned shares Direct Indirect No. Ratio No. Ratio
Ali Abdullah Al-Salham CEO Saudi 43 29/08/1442H
(corresponding to
11/04/2021G) - - - -
Mohamed Saleh Al Shtiwy Manager of Investors’ Relations
and Governance Saudi 37 07/04/1431G
(corresponding to
23/03/2010G) - - - -
Ahmed Mohamed
Suleiman chief financial officer Egyptian 39 04/11/1440H
(corresponding to
07/07/2019G) - - - -
Abdul Rahman Awadah Al-Shehri
Manager of Human Resources
and Administrative Affairs*** Saudi 28 14/11/1441H (corresponding to
05/07/2020G) - - - -
Muhammed Bashir Al-Din
Shefa Information systems manager Indian 42 08/12/1440H
(corresponding to
09/08/2019G) - - - -
Mujtaba Ali Al Bushra Operation and maintenance
manager Sudanese 38 15/08/1436G
(corresponding to
02/06/2015G) - - - -
Mohammed Abdul Latif
Saleh Sales manager Sudanese 42 10/01/1424H
(corresponding to
13/03/2003G) - - - -
Source: The Company