SUMMARY OF RISK FACTORS
D- Risks Related to the Offer Shares
5. ORGANIZATIONAL STRUCTURE AND CORPORATE GOVERNANCE
5.2 Board Committees
5.2.1 Nomination and Remuneration Committee
The main function of the Nomination and Remuneration Committee is to identify qualified candidates who are eligible for membership of the Board and the Executive Management. The Committee is also responsible for ensuring that the Company’s nomination policy that helps it properly fill vacancies, achieve the intended goals, and retain distinguished Board members and Senior Executives. The Committee’s scope of work includes all duties designed to enable it to fulfil its functions, including:
■ Preparing a clear policy for the remunerations of the Board members, its committees, and the Executive Management, presenting such policy to the Board in preparation for approval by the General Assembly, provided that such policy follows standards that linked to performance, and disclosing and ensuring the implementation of such policy;
■ Clarifying the relation between the paid remunerations and the adopted remuneration policy, and highlighting any material deviation from that policy;
■ Periodically reviewing the remuneration policy and assessing its effectiveness in achieving its objectives;
■ Providing recommendations to the Board in respect of the remunerations of Board members, its committees, and the top Executives, in accordance with the approved policy;
■ Suggesting clear policies and standards for membership of the Board, it committees, and the Executive Management;
■ Providing recommendations to the Board for the nomination or re-nomination of its members in accordance
■ Preparing a description of the capabilities and qualifications required for membership of the Board and Executive Management positions;
■ Determining the amount of time that the member shall allocate to the activities of the Board;
■ Annually reviewing the skills and expertise required of the Board members and the Executive Management;
■ Reviewing the structure of the Board and the Executive Management and providing recommendations regarding changes that may be made to such structure;
■ Annually ensuring the independence of Independent Directors and the absence of any conflicts of interest if a Board member also acts as a member of the Board of directors of another company;
■ Providing job descriptions for the Executive, Non-Executive and Independent Directors and the Senior Executive Management;
■ Setting procedures to be followed if the position of a member of the Board or a Senior Executive becomes vacant;
■ Determining the strengths and weaknesses of the Board and recommending remedy solutions that serve the Company’s interests; and
■ Overseeing the Company’s corporate governance policy in relation to the Board members, monitoring its effectiveness, and amending it when needed. For this purpose, the Committee may do the following:
- Verify the Company’s compliance with the relevant laws, regulations, policies, and instructions.
- Review and update the rules in accordance with the regulatory requirements and best practices.
- Review and establish the code of professional conduct that best encapsulates the Company’s values, as well as other internal policies and procedures to meet the Company’s requirements, and in line with the best practices.
- Keep the Committee members informed of any developments in the field of corporate governance with regard to the members of the Board and best practices.
The Nomination and Remuneration Committee shall consist of three (3) to five (5) members appointed by the Company’s Board of Directors for a period equal to the membership term of the Board.
Subject to the requirements to be met by members of the Nomination and Remuneration Committee, the Board of Directors shall appoint the members of the Committee for a period of three (3) years. The Board shall take the necessary measures to enable the Nomination and Remuneration Committee to carry out its functions, including informing the Nomination and Remuneration Committee, without any restrictions, of all data, information, reports, records, correspondences or other matters which the Nomination and Remuneration Committee deems necessary.
The following members were appointed to the Nomination and Remuneration Committee during the Board of Directors’ meeting on 21/01/1443H (corresponding to 29/08/2021G):
Table (5-3): Nomination and Remuneration Committee Members
Name Title
1 Hani bin Othman bin Saeed Baothman Chairman - non-executive / independent
2 Fahd bin Abdulrahman bin Mohammed Al-Mujil Member - non-executive / non -
independent
3 Mohammed bin Abdulaziz bin Ibrahim Al-Aqeel Member - non-executive / non -
independent / from outside the board 4 Abdulrahman bin Ibrahim bin Abdulrahman Aljalal Member - non-executive / non -
independent Source: the Company
The following is a brief overview of the members of Nomination and Remuneration Committee:
5.2.1.1 Hani bin Othman bin Saeed Baothman
Please refer to Hani bin Othman bin Saeed Baothman’s overview under Section 5.1.3.9.
5.2.1.2 Fahd bin Abdulrahman bin Mohammed Al-Mujil
Please refer to Fahd bin Abdulrahman bin Mohammed Al-Mujil’s overview under Section 5.1.3.5.
5.2.1.3 Mohammed bin Abdulaziz bin Ibrahim Al-Aqeel
Name: Mohammed bin Abdulaziz bin Ibrahim Al-Aqeel
Age: 54 years
Nationality: Saudi
Current Position: Member of the Executive Committee and Retal’s Nomination and Remuneration Committee Appointment Date: 28/11/2020G
Academic Qualifications: Bachelor’s degree in Industrial Engineering and Operations Research from the University of Petroleum and Minerals in Dammam, 1992G.
Current Executive
Positions: N/A
Previous Executive Positions:
From 2004G to 2020G, Chief Operating Officer of Al Fozan Holding Company, a closed joint stock company engaging in the management and investment sector.
From 1993 to 2004G, credit advisor at the Saudi Industrial Development Fund, a government fund affiliated with the Council of Ministers that aims to develop, implement, and achieve industrial development policies and programs.
Other Current Memberships:
Since 2019G, Chairman of the Board of Directors of Al Oula Real Estate Development Holding Company, a closed joint stock company engaging in the real estate development sector.
Since 2021G, member of the Executive Committee of Retal Urban Development Company, a closed joint stock company engaging in the urban development sector.
Since 2021G, member of the Board of Directors and the Nomination and Remuneration Committee of Daar AlTamleek, a closed joint stock company, engaging in the real estate financing sector.
Since 2014G, member of the Board of Directors of Al Irtiqa’a Charity Association, a charitable organization.
Since 2009G, member of the Board of Directors of Midad Holdings Company, a limited liability company engaging in the energy services sector for the oil, gas, mining, and water sectors.
Other Previous Memberships:
From 2010G to 2017G, member of the Board of Directors and Member of the Audit Committee of Farabi Petrochemicals, a closed joint stock company engaging in the petrochemical production sector.
From 2010G to 2018G, member of the Board of Directors and Chairman of the Audit Committee of Al Badia Cement, a public joint stock company in Syria engaging in the cement production sector.
From 2011G to 2016G, member of the Board of Directors of Amwal International Investment Co., a public joint stock company engaging in the investment sector.
From 2009G to 2019G, member of the Board of Directors of Arnon Plastics Industries Co. Ltd., a limited liability company engaging in the plastic products sector.
From 2012G to 2017G, member of the Board of Directors of United Cable Industries Co., a public joint stock company engaging in the low-voltage electrical wires and cables sector.
From 2012G to 2016G, member of the Board of Directors of Bawan Wood Industries, a limited liability company engaging in the capital goods sector.
From 2016G to 2020G, member of the Board of Directors of Gulf Union Cooperative Insurance, a public joint stock company engaging in the insurance sector.
5.2.1.4 Abdulrahman bin Ibrahim bin Abdulrahman Aljalal
Please refer to Abdulrahman bin Ibrahim bin Abdulrahman Aljalal’s overview under Section 5.1.3.4.