Attachments for Item No. 21

(1)

United Electronics Company

Audit Committee Candidates' CVs

(2)

CV Form Number (1)

A) Personal Information of the Nominee Full name: Mansour AbdulAziz Rashid AlBosaily

Nationality: Saudi Date of Birth: 19/12/1960

B) Qualifications of the Nominee

# Degree Major Date of the Degree Name of Awarding Entity

1 Bachelor of Systems LAW 1984 King Saud University

C) Work Experience of the Nominee

Term Areas of Experience

–1985

1990 Branch manager at the United Saudi Bank, Riyadh, and promoted as the manager of the largest branches of the bank on February 8, 1988 and in 1989, he was appointed as the leader of the corporate credit team in the bank.

–1990

2014

Responsible for credit communications at the Saudi British Bank, then General Manager for Legal Affairs, General Secretary of the bank in 1994, he was entrusted with establishing a compliance structure throughout the bank in 2000 and became the global compliance officer that includes the bank and its subsidiaries in 2010. He is appointed to build the bank's corporate governance and oversee its implementation, in addition to responsible for the main communications with the regulatory and supervisory authorities of the Saudi British Bank, namely the Saudi Arabian Monetary Agency and the Capital Market Authority.

2015 Till Now Chairman of HSBC Arabia

(3)

D) Current membership in the board and committees of other joint stock companies (listed or unlisted) or any other company, regardless of its legal form

#

Name of the

Company

Main activity

Membership

status (Executive,

Non‐

Executive, Independent)

Membership nature (Personal

capacity, a Representative

of a Legal person)

Committees Membership

Legal Form of the Company

1 Saudi Ground Services Company

Airports Ground services

Independent Personal capacity

Board Member, Executive Committee

Member, Risk Committee Member

Listed Company

2 United Electronics

Company Retail Independent Personal capacity

Board Member, Chairman of the Audit

Committee, Member of the Nomination and

Remuneration Committee

Listed Company

3

Aseer Company for Trade, Tourism and

Industry

Investment

and financing Independent Personal capacity

Board Member, Chairman of the Nomination and Remuneration

Committee

Listed Company

4 Amlak International

Company finance Independent Personal capacity

Board Member, Audit Committee Member, and Chairman of the

Nomination and Remuneration

Committee

Listed Company

5 HSBC Saudi Arabia

Company Financial Non‐ Executive Representative of HSBC

Chairman, Risk Committee Member,

Nomination and Appointment Committee Member

Closed Joint stock

6 Arab Jazz Services

Company Gas and oil Independent Personal capacity Board Member Closed Joint stock 7 Saudi White Cement

Company Cement Independent Personal capacity Audit Committee

Member Closed Joint stock

(4)

CV Form Number (1)

A) Personal Information of the Nominee

Full name: Abdul Moaty Wasfy Abdul Kareem Abdul Hady

Nationality: Jordanian Date of Birth: 17/11/1961

#

Degree

Major

Date of the Degree

Name of Awarding Entity 1 Bachelor Economics and Business

Administration 1984 Yarmouk University

More than 35 Years Audit and Accounting

# Name of the Company Main activity

Membership status (Executive, Non‐ Executive,

Independent)

Membership nature (Personal capacity, a Representative of a

Legal person)

Committees Membershi

p

1 Bawan Construction and

Building Independent Personal capacity

Audit Committee

member

Listed company

2 United Homeware co. Retail Independent Personal capacity

Audit Committee

member

LLC

3 Blom Invest

Investment services and Financial

consulting

Independent Personal capacity

Audit Committee

member

Closed joint stock

(5)

CV Form Number (1)

Full name: Jasem Shaheen Hamad Al Romeihy

# Degree Major Date of the Degree Name of Awarding Entity

1 PhD Accounting 1997 Dundee University

2 Masters Accounting 1989 University of Missouri‐Kansas City, USA

3 Bachelor Accounting 1985 King Saud University

4 Certificate Certified Board

Member 2018 Jordan House of Governance

1‐9‐2017 till now Retired University Professor and Full time financial and Administrative consultant 11‐7‐2016 till 31‐8‐2013 Regional Manger – Arab open university eastern province Brach

1‐1‐2014 till 30‐6‐2016 CEO – Razan holding company (Expo & Conferences Management and Organization)

1‐10‐2011 till 31‐12‐2013 Head of Organizational Development & Administrative affairs ‐ Alshilawi International Holding Company (Organizational development, change management & governance)

1‐12‐2009 till 31‐7‐2011 VP of Financial & Administrative affairs – Mizat Al‐ Khaleej Holding company – Financial & Administrative affairs for five subsiders companies

1‐1‐2008 till 30‐11‐2009 CEO ‐ Consolidated Contractors Company – Policies & procedures, mergers, and acquisition

1‐8‐2005 till 30‐12‐2007 Head of Financial & Administrative affairs ‐ Faisal Alqahtani & his sons for trade & constructions – Finance, purchases, HR and administrative affairs and Establishing Internal Audit Department & Project Control

(6)

Membership status (Executive,

Non‐

Membership nature (Personal capacity, a Representative of a Legal

person)

p

1 United Electronics Company Retailing Independent Committee member (personal capacity)

Audit

Committee Listed 2 Knowledge Economic City

Real Estate management &

Development

Independent Board member & Audit committee chairman

(personal capacity)

Audit

Committee Listed

3 Ash‐Sharqiyah Development Co

Consumer Goods Independent Committee member (personal capacity)

Audit

Committee Listed

4 Alujain Holding Corp

Materials

Independent Committee member (personal capacity)

Audit

Committee Listed 5 Musharaka REIT Fund

Real Estate

Independent Board member

(personal capacity) ^- Listed 6 Musharaka Saudi Equity Fund

Investment

Independent Board member

(personal capacity) ^- closed 7 Alrajhi Ekhwan Group Investment

Independent Committee member (personal capacity)

Audit Committee

A closed joint stock

8 Mawten Real State Real Estate

Independent

Committee member (personal capacity)

Audit Committee

9 Panda Retail Company Retailing

Independent

Audit Committee

10 Alhasa Health Cluster Health Care

Independent

Audit Committee

(7)

CV Form Number (1)

Full name: Mohammed Farhan Mohammed ben Nader

#

Degree

Major

Date of the Degree

Name of Awarding Entity

1 MBA

Finance and Business administration

Heriot‐Watt University.

2 Bachelor Accounting King Saud University

16 Years Accounting, auditing, and Financial advisory

Membership status (Executive,

Non‐

Membership nature (Personal capacity, a Representative

of a Legal person)

p

1 Methanol Chemicals Co. petrochemical Independent Personal capacity

Board member and Audit committee

member

Listed Company

2 Sahara International

Petrochemical Co. petrochemical Independent Personal capacity

Audit committee

member

Listed Company

3 The Company for Cooperative

Insurance Insurance Independent Personal

capacity

Audit committee

member

Listed Company

4 National Co for Learning Education Independent Personal capacity

Audit committee

member

closed Company

5 SMASCO Independent Personal

capacity

Audit committee

member

closed Company

(8)

United Electronics Company

Page 1 of 4

Audit Committee Charter

Introduction

The role of the Audit Committee is to oversee, monitor, and manage the Company’s audits and reviews in accordance with the Company’s policies and programs, which comply with the requirements and bylaws of the Capital Market Authority. The Audit Committee will guarantee these audits to provide the highest possible levels of assurance to all commercial operations of the Company. The committee also supports the Company’s upper management in understanding and controlling operational risks to protect shareholder rights and assist the Board in carrying out its supervisory functions competently and effectively.

Audit Committee Formation and Membership

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An audit committee is formed by decision of the Ordinary General Assembly of Shareholders upon the recommendation of the Board and will be comprised of shareholders or others.

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It is made up of at least three members and does not exceed five members.

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At least one independent member of the Board will be a member of the committee.

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It will not include executive members of the Board.

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It must include a member who is competent in financial and accounting affairs.

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The Chairman of the Board cannot be a member of the Audit Committee.

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^Anyindividual who works, or has worked within the last two years, in the executive or financial administrations of the Company or with the Company’s external auditors, may not be a member of the Audit Committee.

Based on the recommendation of the Board, the Ordinary General Assembly of Shareholders will determine the rules for selecting members of the Audit Committee and the duration of their membership. The assembly will also determine the duties of the committee, its methodologies, controls, the remuneration of its members, and its mechanisms for temporary appointments in case a committee position becomes vacant. The term of service for each committee member must coincide with his term of service on the Board.

Mechanism of Temporary Committee Membership Appointment in Case of Vacancy

If a position on the committee becomes vacant during the year, the Board may temporarily appoint another member to occupy it, provided that such appointment is submitted to the Ordinary General Assembly at its next meeting and that the new member completes the term of his predecessor.

The Chairman of the Audit Committee will be appointed by the Board of Directors or by the committee members themselves.

Audit Committee Secretary

The committee may appoint a member or a non‐member as Audit Committee Secretary. The secretary will be responsible for sending meeting invitations and agendas to all committee members and will be asked to perform other duties assigned by the committee.

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United Electronics Company

Page 2 of 4

Meetings of the Audit Committee

Audit Committee Meetings

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^The^Audit^Committee^will^hold its^meetingsperiodically, with a minimum of four meetings during the fiscal year of the Company.

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The Audit Committee will hold periodical meetings with the Company external and its internal auditor.

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^Both^theînternalâuditorând^the^Company’sêxternalâuditor^may^request^to^meet^with^theÂudit

Committee whenever the need arises.

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Members of the Board of Directors and of executive management, with the exception of the committee secretary, may not attend committee meetings unless they are requested to for their opinion or counsel.

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^Committee^meetings^must^bedocumented through meeting minutes, which must include discussions and deliberations, committee recommendations, and voting results. Minutes will be kept in a private, organized log and will include the names of the attending members, reservations they have made, if any, and attending members’ signatures.

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Meeting minutes, which include discussions, observations, and decisions reached by the committee, will be sent to all members of the Board.

Quorum for the Audit Committee

Audit Committee meetings will only be held in the presence of the majority of its members; in person, by telephone or other electronic means, provided that all members are able to hear one another clearly.

Decisions of the Audit Committee

Decisions made by the Audit Committee will be reached through a majority vote of the members present at the meeting. In the case of a tie, the decision voted for by the Chairman will be selected. The committee also has the right to issue decisions by circulation through presenting them to members separately, unless a member requests that a meeting be held for deliberation. These decisions are presented to the Audit Committee at its next meeting.

If the recommendations of the Audit Committee and the decisions of the Board conflict, or if the Board refuses to consider the committee's recommendations on the appointment and dismissal of the Company’s external auditors, their renumeration, or performance evaluation, or on the appointment of an internal auditor, the Board's report to the General Assembly of Shareholders must include the committee’s recommendations and justifications, and the Board’s reasons for its refusal.

Meetings Minutes

The Audit Committee Secretary prepares meeting minutes, which must be signed by all attending committee members.

Authorities of the Audit Committee The Audit Committee has the right to:

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Access the Company’s records and documents.

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Request clarifications or statements from the Board or executive management.

-

Ask the Board to call for a general assembly if the Board is obstructing committee work or if the Company has suffered serious damages or losses.

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Seek the assistance of internal or external experts and specialists within the limits of its authorities; this must be recorded in the committee meeting minutes along with the expert’s name and their relationship with the Company or the executive management.

-

Invite the Company’s senior executives and officials to committee meetings to request clarifications or explanations from them.

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United Electronics Company

Page 3 of 4

-

Conduct an annual evaluation and review of the committee’s bylaws and prepare recommendations for the Board to amend them (if required).

-

Inform the Board of developments affecting the committee’s autonomy or of a conflict of interest in decisions it is taking.

-

Manage information made available to the committee through its confidential operations.

Duties and Responsibilities of the Audit Committee

Financial Reports

The Audit Committee will:

-

Examine preliminary and annual financial statements to verify their integrity, fairness, and transparency before presenting them to the Board of Directors along with the committee’s views and recommendations.

-

Upon the request of the Board of Directors, provide technical counsel on whether the Board’s report to the General Assembly of Shareholders and the Company’s financial statements are fair, balanced, clear, and include information that allows shareholders and investors to assess the Company’s financial position, performance, business model, and strategy.

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Examine any important or unusual issues found in the financial statements.

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Research meticulously any issue raised by the Company's financial director or his deputy, compliance officer, or auditors.

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Verify accounting estimates of core matters mentioned in the financial statements.

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Examine the Company’s accounting policies and provide opinions and recommendations to the Board accordingly.

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^Assistⁱⁿ^drafting^the^Company’s^financialstatements by ensuring the validity, transparency, and comprehensiveness of financial information disclosed by the Company.

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Ensure that financial statements are prepared in compliance with the Company’s accounting policies.

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Inspect the financial statements, reports, and notes presented by the Company’s auditors, and expresses views on them, if any.

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Prepare recommendations for the Board on the suitability of the Company’s accounting policies and the evaluation and review process for its financial statements.

Internal Audit

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Assess the Company’s internal, financial, and risk management control systems.

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Êxamineînternalâudit^reportsând^followûp^with^theimplementation of corrective procedures to address concerns raised therein.

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Supervise the Company’s internal audit department to confirm its efficiency in performing the duties and tasks assigned to it by the Board of Directors. The committee makes sure that the required resources are made available to the internal audit department and prepares a performance evaluation of the department and its auditors. The evaluation includes the objectives of the department’s designated authorities as well as its reports, audit plan for the coming year, its findings during the current year, and its recommendations for improving efficiency.

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Prepare recommendations for the Company to establish an internal audit department. This must include a proposed budget, a recommended department director, his remuneration, and the extent of the internal auditors’ autonomy.

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United Electronics Company

Page 4 of 4

The External Auditor

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^Presentrecommendations to the Board for the nomination or removal of auditors and for their remuneration. The committee will also assess the auditors’ performance, after confirming their independence, and review the scope of their work and the terms of their contracts.

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Verify the independence, objectivity, and fairness of the auditors and the competence of the audit, taking into account relevant rules and standards.

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Review the plans and efforts of the Company’s auditor and confirm that all work submitted is not of a technical or administrative nature that fall outside the scope of audit work and express their views thereon.

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Respond to the inquiries of the external auditor.

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Êxamines^the^reportôf^theêxternalâuditorsând^theirobservations on the Company’s financial statements and follow up on decisions taken accordingly.

Compliance

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^Review^the^results^of^reports^byregulatory authorities and confirm that the Company is taking appropriate action.

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Verify the Company's compliance with relevant bylaws, regulations, policies, and directives.

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^Review^contracts^andtransactions drafted between the Company and related parties and submit comments to the Board.

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Submit to the Board matters that require urgent action, along with recommended courses of action.

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^The^committeechairperson or his deputy must attend general assemblies of shareholders to answer shareholders’ questions.

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^Createregulations for reviewing complaints about internal control procedures and preparation of financial statements for external audits.

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Create mechanisms that enable employees to submit complaints confidentially and, if requested by the Board, review the disclosure process for violations committed by management or a Company employee.

Reports of the Audit Committee

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^Thereport of the Audit Committee to the General Assembly of Shareholders will include details of its performance, functions, and duties as stipulated in the Companies Law, as well as its recommendations and opinions on the adequacy of the Company’s internal controls and risk management systems.

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The Board will keep enough copies of the Audit Committee’s report at the Company’s headquarters. To facilitate access to the report by shareholders, it will also publish the report on the websites of the Company and of the Market when it calls for the General Assembly of Shareholders. A summary of the report will be read during the general assembly.

Remuneration and Compensation for the Audit Committee

Remuneration for the Audit Committee members will consist of annual compensation and an allowance for attending meetings, in compliance with the approved remuneration policy.