Shareholders' meeting: a meeting consisting of the shareholders of the Company formed in accordance with the provisions of the Companies Act and the Company's articles of association. Director: a member of the board who is a full-time member of the company's management and participates in its day-to-day activities. Non-Executive Director: a member of the board who is not a full-time member of the company's management team and does not participate in its day-to-day activities.
Executive or Senior Executive Management: persons responsible for managing the Company's day-to-day operations, and proposing and executing strategic decisions, such as the Chief Executive Officer (CEO) and his/her delegates and the Chief Financial Officer (CFO). Person: any natural or legal person recognized as such under the laws of the Kingdom. Joint stock companies in which a member of the Board or a Senior Executive Director or any of their relatives owns (5%) or more, subject to the provisions of paragraph (D) of this definition.
Any person whose advice or guidance has an influence on the decisions of the company, the board of directors and senior employees. Substantial shareholders: any person who owns (5%) or more of the shares in the Company or the voting rights therein.
Fair Treatment of Shareholders
Rights related to shares
Shareholder access to information
Communicating with Shareholders
Electing the Board Members
Distribution of Dividends
Rights Related to the Meeting of the General Assembly Article 10: Preamble
Competencies of the Extraordinary General Assembly
Competencies of the Ordinary General Assembly
In case the sale of these assets includes what is within the powers of the Extraordinary General Assembly, the approval of the said Assembly is required.
Shareholders' Assembly
The Agenda of the General Assembly
06. direct or indirect interest in an item, for the purpose of acquiring shareholders. vote for the article as a whole. The company will update this information in case the agenda of the General Assembly is changed. d) The Authority may add any item it deems appropriate to the agenda of the General Assembly.
Management of the Shareholders' Assembly
Board of Directors Chapter 1: Formation of the Board
Composition of the Board
Appointment of the Board members Board
Conditions for the membership of the Board 1
He/she will also be able to provide strategic guidance and long-term planning and have a clear vision for the future. The General Assembly shall take into account, when selecting the members of the Board, the recommendations of the nomination committee and the availability of the personal and professional skills necessary to carry out their duties effectively in accordance with this article.
Termination of a Board Membership
Issues Affecting Independence
Responsibilities and Competencies of the Board Article 21: Responsibility of the Board
Main Functions of the Board
Periodic review and approval of the organizational structures and human resources of the Company; and. Ensuring the availability of financial and human resources necessary for the achievement of the Company's main objectives and plans. Developing a written policy to address actual and potential conflict of interest scenarios for each of the Board members, Executive Management and shareholders.
This includes misuse of company assets and facilities and mismanagement resulting from related party transactions;. ensuring the integrity of financial and accounting rules, including rules related to the preparation of financial reports; Dissolution of the company before the end of its mandate, as specified in its articles of association, or a decision on the continuity of the company.
Make use of the Company's consensual reserve, if it has been formed by the Extraordinary General Meeting and is not intended for a specific purpose; Establishing additional financial allocations or reserves for the Company; and C. The method for distributing the Company's net profits. Such resolutions also specify the names of the members and their duties, rights and obligations and evaluate the performance and activities of these committees and their members;
Distribution of Competencies and Duties
Separation of Positions
Oversight over the Executive Management
Competencies and Duties of the Executive Management
Competencies of the Chairman and the Board Members Article 27: Competencies and Duties of the Chairman of the Board
Article 28: Appointing the Chief Executive Officer after the end of his/her services as Chairman of the Board
Principles of truthfulness, honesty and loyalty
Tasks and Duties of the Board Members
26. the disclosure is made at meetings of the general assembly or to a third party in accordance with the provisions of the Companies Act, the Capital Market Act and their by-laws;
Duties of the Independent Director
Procedures of the Board Activities Article 32: The Board Meetings
Remarks of the Board Members
Organising the Attendance of the Board Meetings
The Agenda of Board Meetings
Exercising the Competencies of the Board
The Secretary of the Board
Qualifications of the Secretary 4
Training, Support and Assessment Article 39: Training 5
Providing Members with Information
The Assessment 6
Conflicts of Interest
Dealing with Conflicts of Interest and Related Parties Transactions
Conflicts of Interest Policy
This also includes investment opportunities that fall within the Company's activities, or that the Company wishes to make use of. Such a prohibition extends to members of the Board of Directors who resign in order to take advantage, directly or indirectly, of investment opportunities that the Company wishes to take advantage of and that came to his/her attention during his/her membership of the Board of Management.
Disclosure of Conflicts of Interest by the Nominee
Competing with the Company
Concept of the Competing Businesses
Rejecting the Renewal of Authorisation
32. 3) A member of the management board acts as a public or covert commercial representative for another company or entity that competes with the company or its group.
Accepting Gifts
Committees Chapter 1: General Provisions
Forming the Committees
Committees Membership
He may be a member of other committees, provided he is not the chairman of the committees mentioned in these Rules.
Studying Subjects
Committees Meetings
The Audit Committee Article 54: Audit Committee Formation
35. their appointment, the duration of their membership, their remuneration and the mechanism for appointing temporary members in the event that a seat on the committee becomes vacant.
Competencies, powers and responsibilities of the Audit Committee
Conflict between the Audit Committee and the Board
Audit Committee Meetings
Arrangements for Providing Remarks
Powers of the Audit Committee
Remuneration Committee
Composition of the Remuneration Committee
Competencies of the Remuneration Committee The competences of the remuneration committee are
Remuneration Policy
Meetings of the Remuneration Committee
Nomination Committee
Composition of the Nomination Committee
Meetings of the Nomination Committee
Publishing the Nomination Announcement
Nomination Rights of Shareholders
Risk Management Committee
Composition of the Risk Management Committee 9
Competencies of the Risk Management Committee 10
Meetings of the Risk Management Committee 11
Internal Control Article 73: Internal Control System
Establishing Independent Units or Departments within the Company
Duties of the Internal Audit Unit or Department
Composing An Internal Audit Unit or Department 12
Internal Audit Plan 13
Internal Audit Report 14
Maintaining Internal Audit Reports
Company’s External Auditor Article 80: Assigning the Audit Function
Appointment of the External Auditor
Duties of the External Auditor The external auditor shall
Stakeholders Article 83: Regulating the Relationship with Stakeholders 15
Reporting Non-Compliant Practices
Employee Incentives 16
Social Responsibility 17
Social Initiatives 18
The Board’s Report
Any significant differences in operating results compared to the previous year's results, together with any expectations published by the company. If there are no such deals or contracts, the company must submit a statement to that effect. 35) a description of any agreement or arrangement under which a director or senior executive of the company waived payment.
The Audit Committee’s Report
If the external auditor's report contains reservations about the annual financial statements, the committee's report must emphasize this by stating the reasons and all relevant information.
Disclosure by the Board
If they were shares in the company, the value of the shares is the market value on the due date. Board members; . b. five senior employees who have received the highest remuneration from the company, provided that the CEO and CFO are among them.
Implementation of Corporate Governance Article 94: Implementation of Effective Governance
Formation of a Corporate Governance Committee 20
Retaining of Documents Article 96: Retaining of Documents
Closing Provisions Article 97: Providing the Additional data and Information
Publication and Entry into Force
Specific amount Compensation for participation in Board meetings Total compensation for participation in committee meetings Benefits in kind Remuneration for technical, managerial and consultative work Remuneration of the chairman, managing director or secretary, if a member Total percentage of profits Periodic remuneration Short-term incentive plans Plans long-term incentive Shares granted (insert value) Total.
