Remuneration Policy for Board, Committees. (Items before and after)
Eighth: Breakdown of remuneration for members of the Board of Directors and its committees:
Item before:
1) Members of the Board of Directors:
SAR 3,000 a. Allowance for attending one hearing
SAR 2,500 b. Additional allowance (travel) for those outside the city of the meeting
headquarters
SAR 180,000 at least
c. Annual remuneration for the chairman of the board of directors
SAR 120,000 at least
d. Annual remuneration for each member of the Board of Directors
F. Remuneration linked to a certain percentage of net profits which is determined according to the recommendation of Nominations and Remuneration Committee in case the company achieves profits after fulfilling the statutory conditions and requirements
Item after:
1) Members of the Board of Directors:
SAR 3,000 a. Allowance for attending one hearing
SAR 2,500 b. Additional allowance (travel) for those outside the city of the meeting
headquarters
SAR 180,000 at least
c. Annual remuneration for the chairman of the board of directors
SAR 120,000 at least
d. Annual remuneration for each member of the Board of Directors
SAR 3,000 E. The Secretary of the Board of Directors shall be entitled to a remuneration for
each hearing
F. Remuneration linked to a certain percentage of net profits which is determined according to the recommendation of Nominations and Remuneration Committee in case the company achieves profits after fulfilling the statutory conditions and requirements
Item before:
2) Members of the Board Committees:
SAR 1,500 a. Allowance for attending one hearing
SAR 2,500 b. Additional allowance (travel) for those outside the city of the meeting
headquarters
SAR 50,000 c. Each member of the Audit Committee, whether a member of the Board or
outside the Board of Directors, shall have an annual remuneration
SAR 15,000 d. Each member of the other committees who is a member of the Board of
Directors or the management of the company shall have an annual remuneration
SAR 30,000 E. Each member of the other committees outside the Board members shall
have an annual remuneration
Item after:
2) Members of the Board Committees:
SAR 1,500 a. Allowance for attending one hearing
SAR 2,500 b. Additional allowance (travel) for those outside the city of the meeting
headquarters
SAR 50,000 c. Each member of the Audit Committee, whether a member of the Board or
outside the Board of Directors, shall have an annual remuneration
SAR 15,000 d. Each member of the other committees who is a member of the Board of
Directors or the management of the company shall have an annual remuneration
SAR 30,000 E. Each member of the other committees outside the Board members shall
have an annual remuneration
SAR 2,000 F. The secretary of each committee is entitled to an allowance for attending
one hearing
Item before:
3) Sharia Supervisory Board members:
SAR 2,000 a. Allowance for attending one hearing
SAR 2,500 b. Additional allowance (travel) for those outside the city of the meeting
headquarters
SAR 50,000 Annual remuneration for the chairmen of the Sharia Supervisory Board
SAR 30,000 d. Each member of the Sharia Board shall have an annual remuneration
SAR 2,000 F. The secretary of the committee is entitled to an allowance for attending
one hearing
Item after:
3) Sharia Supervisory Board members:
SAR 2,000 a. Allowance for attending one hearing
SAR 2,500 b. Additional allowance (travel) for those outside the city of the meeting
headquarters
SAR 150,000 Annual remuneration for the chairmen of the Sharia Supervisory Board
SAR 75,000 d. Each member of the Sharia Board shall have an annual remuneration
SAR 2,000 F. The secretary of the committee is entitled to an allowance for attending
one hearing
First: Introduction:
A policy for remuneration of members of the Board of Directors, sub-committees, and senior executives in order to comply with item (1) of Article (61) of the Corporate Governance statement issued by the Capital Market Authority, which stipulates that the Remuneration and Nomination Committee “shall prepare a clear policy for Remuneration of The Board of Directors members, committees emanating from the Board and senior executives, and submitting them to the Board of Directors for reviewing in preparation for approval by the General Assembly.
Second: Purpose:
This policy aims to define clear criteria for remuneration of members of the Board of Directors, sub-committees and senior executives in view of requirements of the Companies Law and the rules and regulations of the Capital Market Authority. The policy also aims to attract individuals with a degree of competence, ability and talent in order to work in the Board of Directors, sub- committees and senior executives by adopting motivating remuneration plans and programs linked to performance, which contributes to improve the company's performance and achieving the interests of its shareholders.
Third: General standards for remunerations:
The Remuneration and Nominations Committee shall be responsible for recommending to the Board the remuneration of Board members, committee members and senior executives of the company, in accordance with the approved standards, as follows:
The Remuneration shall be commensurate with the company's activity and the skills needed to manage it.
The company shall take into considerations the compatibility of remunerations with the company's strategy and its objectives, size, nature and degree of risks.
The company shall take into consideration the practices of other companies and what is prevailing in the labor market in determining remunerations.
Remunerations are determined based on the job level, tasks and responsibilities entrusted to the occupant, educational qualifications, practical experience, skills, and level of performance.
The remunerations shall be fair and commensurate with the specialties of the member/ employee and the works and responsibilities implemented and incurred by the members of the board of directors or committees and senior executives, in addition to the objectives set by the Board of Directors to be achieved during the financial year.
The remuneration shall be stopped or refunded if it is found that it was determined on the basis of inaccurate information provided by a member of the Board of Directors or the Executive Management, to prevent occupational status from being exploited for undue remuneration.
Fourth: Remuneration of the members of the Board of Directors:
The members of the Board of Directors are entitled to a specified amount for attending the hearings and an additional allowance in case of travel.
Remuneration for the Chairman and members of the Board for the service they perform annually as stipulated in this policy and according to the schedule included therein.
The remuneration of the members of the Board of Directors may also be a percentage of the profits, taking into consideration the provisions of Article (19) of the company’s articles of association, provided that the amount paid to the Board of Directors in terms of remuneration and financial and in-kind benefits in all cases shall not exceed the amount of (SAR 500,000) five hundred thousand Saudi riyals annually.
The annual report of the Board of Directors to the General Assembly of Shareholders shall include a comprehensive statement of all that the members of the Board of Directors received during the financial year in terms of remuneration, expenses allowance, and other benefits, and it shall also include a statement of what the members of the Board received in their capacity as workers or administrators, or for technical work or administrative or consulting (if any). The report shall also include a statement of board hearings numbers.
Fifth: Remuneration of committee members:
Remuneration for membership of committees emanating from the Board of Directors consists of allowances for attending meetings and an additional allowance in case of travel.
Each member of the Audit Committee, whether a member of the Board or outside the Board of Directors shall have an annual remuneration as indicated in this policy, according to the schedule included therein.
Each member of the other committees who is a member of the Board of Directors or the management of the company shall have an annual remuneration as indicated in this policy according to the schedule contained therein.
Each member of the other committees outside the members of the Board of Directors shall have an annual remuneration as indicated in this policy according to the schedule included therein.
Sixth: Sharia Supervisory:
Sharia Supervisory Board members' remuneration consists of allowances for attending meetings and an additional allowance in case of travel
Remuneration for the Chairman of the Sharia Supervisory Board in return for the service performed annually as indicated in this policy according to the schedule included therein.
Each member of the Sharia Supervisory Board shall have an annual remuneration as described in this policy, according to the schedule included therein.
Seventh: Remuneration for the executive management:
The Remuneration and Nominations Committee reviews the performance of senior executives, sets incentive policies and plans and submits its recommendations to the Board of Directors. The annual remuneration system (based on the monthly basic salary) shall depend on linking the company's performance with the employee's level of performance, for example (good, very good, excellent). The company's performance shall be determined by the level of net income product and linked to the employee's performance level.
Eighth: Breakdown of Board Members and it committees remuneration:
1) Members of the Board of Directors:
SAR 3,000 a. Allowance for attending one hearing
SAR 2,500 b. Additional allowance (travel) for those outside the city of the meeting
headquarters
SAR 180,000 at least c. Annual remuneration for the chairman of the board of directors
SAR 120,000 at least d. Annual remuneration for each member of the Board of Directors
SAR 3,000 E. The Secretary of the Board of Directors shall be entitled to a remuneration for
each hearing
F. Remuneration linked to a certain percentage of net profits which is determined according to the recommendation of Nominations and Remuneration Committee in case the company achieves profits after fulfilling the statutory conditions and requirements
2) Members of the Board Committees:
SAR 1,500 a. Allowance for attending one hearing
SAR 2,500 b. Additional allowance (travel) for those outside the city of the meeting
headquarters
SAR 50,000 c. Each member of the Audit Committee, whether a member of the Board or
outside the Board of Directors, shall have an annual remuneration
SAR 15,000 d. Each member of the other committees who is a member of the Board of
Directors or the management of the company shall have an annual remuneration
SAR 30,000 E. Each member of the other committees outside the Board members shall
have an annual remuneration
SAR 2,000 F. The secretary of each committee is entitled to an allowance for attending
one hearing
3) Sharia Supervisory Board members:
SAR 2,000 a. Allowance for attending one hearing
SAR 2,500 b. Additional allowance (travel) for those outside the city of the meeting
headquarters
SAR 150,000 Annual remuneration for the chairmen of the Sharia Supervisory Board
SAR 75,000 d. Each member of the Sharia Board shall have an annual remuneration
SAR 2,000 F. The secretary of the committee is entitled to an allowance for attending
one hearing
1 3/
The remuneration of BOD members for the fiscal year ending on December 31, 2022
NO Name remuneration
SR
1 Fawaz Mohammed Al-Sharabi 67,068 2 Hussam bin Talal Al-Ghazzawi 44,712 3 Muhammad Hani bin Abdul Qadir al-Bakri 44,712 4 Abdullah Abdul Rahman Al Rabdi 44,712 5 Abdul Latif bin Mohammed Al Sheikh 44,712
6 Yasser bin Mohammed bin Jarallah 119,507 7 Fayez bin Saleh bin Mahfouz 85,479
8 Ali Yahya Al-Jaafari 85,479 9 Khaled bin Majeed Al-Rasheed 85,479 10 Abdul Rahman bin Hassan Al-Amoudi 85,479 11 Muhammad bin Mohsen Balharith 68,712 12 Muhammad Jihad Al-Rasheed 68,712 13 Abdullah Mohammed Al-Qahtani 68,712 14 Abdullah bin Abdul Rahman Al Sheikh 68,712 15 Muhammad bin Ibrahim Al-Rashid 68,712
The total 1,050,904
Annual report of the Audit Committee for the year ending 31 December 2022
This report has been prepared based on Article 104 of the Saudi Companies Law, which states: The Audit Committee shall consider the financial statements of the company, the reports and notes submitted by the auditor and, if any, its opinions thereon. It shall also prepare a report on its opinion on the adequacy of the company's internal control system and other actions within its competence.
First: Members of the committee
The Committee shall be composed of four independent members:
Mr. Abdullah bin Abdul Rahman Al-Sheikh Committee Chairman
Mr. Bassam bin Mohammed Al-Baqawi Member
Mr. Ibrahim bin Ahmed Al-Azeq Member
Mrs. Al-Hanouf bint Abduljabbar Al-Abdul-Jabbar Member
The Ordinary General Assembly approved on 25/07/2022 the composition of the Committee with the same names, beginning on 25/07/2022 to 17/05/2025.
Second: Responsibilities and functions of the Audit Committee The responsibilities and functions of the Audit Committee includes:
1. The integrity of the company's financial statements, financial reporting procedures, internal accounting systems and financial controls.
2. The independent annual audit of the company's financial statements, the use of external auditors and the evaluation of the qualifications, independence and performance of external auditors.
3. The Company compliance with legal and regulatory requirements, including company’s disclosure policy controls and procedures.
4. Compliance with company’s code of conduct.
5. The Committee shall be responsible for reviewing and verifying:
Whether the company follow appropriate accounting policies and whether it makes judgements and estimates.
Appropriateness, taking into account the opinion of External Audit office.
Options for processing financial information on accepted accounting principles.
The strength of accounting policies and any changes applied, for each year in all departments of the company.
Any significant adjustments are clearly required based on the audit findings.
Ensuring the effectiveness and efficiency of the assessment of the internal control system.
Study of internal audit reports and follow-up on the implementation of corrective actions for the notes contained therein.
6. Recommending to the Board of Directors the appointment of External Auditors and determining their fees, taking into account when recommending the appointment to ensure their independence.
7. Study the interim and annual financial statements before submitting them to the Board of Directors, and express opinions and recommendations regarding them.
8. To examine the accounting policies of the company, to express an opinion and to recommend them to the Board of Directors.
9. The appointment and dismissal of the director of the compliance department or the compliance officer after obtaining the institution’s no-objection in writing.
10. The appointment and dismissal of the Director of the Internal Audit Department or Internal Auditor after obtaining the institution’s no-objection in writing.
11. Studying and approving the compliance plan, and follow up on its implementation.
12. Determination of monthly salary, incentive bonus and other rewards for the Internal Audit Department or internal reference consistent with the internal regulations of the company approved by the Board.
13. Determining the value of the monthly salary, incentive bonus and other rewards for the compliance department or the compliance officer in accordance with the internal regulations of the company approved by the Board.
14. Ensure that a written code of professional conduct is available after its adoption by the company's board of directors to ensure that the company's activities are carried out in a fair and ethical manner.
15. Follow up on important lawsuits filed by or against the company with the compliance manager or officer and submit periodic reports thereon to the Board of Directors.
Third: Meetings of the Committee
From 1 January 2022 to 31 December 2022, the Audit Committee held nine meetings:
Members’
Names
Meetings numbers and dates
1 2 3 4 5 6 7 8 9 10 11 12 13 14
93 94 95 96 97 98 99 100 101 102 103 104 105 106
28 / 11 08 / 11 02 / 11 26 / 09 26 / 09 05 / 09 16 / 08 01 / 08 16 / 05 05/12 03/20 15 / 03 03/03
30 / 01
2022 2022 2022 2022 2022 2022 2022 2022 2022 2022 2022 2022 2022 2022 2022 Mr. Abdullah Al-
Harbi
Atten ded
Attend ed
Attend ed
Attend ed
Attend ed
Attend ed
Attend ed
Membership
expired ** ** ** ** ** **
Mr. Nabil Nassif Atten ded
Attend ed
Attend ed
Attend ed
Attend ed
Attend ed
Attend ed
Membership
expired ** ** ** ** ** **
Dr. Masum Billah f
Atten ded
Attend ed
Attend ed
Attend ed
Attend ed
Attend ed
Attend ed
Membership
expired ** ** ** ** ** **
Mr. Abdullah Al- Shubaily
Atten ded
Attend ed
Attend ed
Attend ed
Attend ed
Attend ed
Attend ed
Membership
expired ** ** ** ** ** **
Mr. Abdullah Al-
Sheikh ** ** ** ** ** ** ** Attended
Attend ed
Attend ed
Attend ed
Attend ed
Attend ed
Attend ed Mr. Bassam Al-
Baqawi ** ** ** ** ** ** ** Attended
Attend ed
Attend ed
Attend ed
Attend ed
Attend ed
Attend ed Mr. Ibrahim Al-
Azeq ** ** ** ** ** ** ** Attended
Attend ed
Attend ed
Attend ed
Attend ed
Attend ed
Attend ed Mrs. Al-Hanouf
Al-Abdul-Jabbar ** ** ** ** ** ** ** Attended
Attend ed
Attend ed
Attend ed
Attend ed
Attend ed
Attend ed
** Was not member.
A number of recommendations and resolutions were discussed, the committee carried out the following:
1. Examining the interim and annual financial statements, reports and observations submitted by the auditors, expressing views on it, and submitting recommendations to the Board of directors for approval.
2. Supervising the internal audit department, reviewing and approving the annual audit plan, reviewing and discussing the internal audit reports, and evaluating the company’s internal control procedures.
3. Supervising compliance department, approving the annual compliance department plan, and access and discussing the periodic compliance department reports.
4. View the risk management reports.
5. Meeting with the company's actuary and discussing their reports.
6. Nominating and recommending auditors to review the annual and quarterly financial statements.
7. Discussing the company's governance evaluation report implemented by the external consultant.
8. View the results and observations of the first trial operation of the draft International Financial Reporting Standard No. 17.
9. Discussing the progress of the draft International Financial Reporting Standard No. 17 with the relevant parties.
10. Discussing the report of the external auditor for a special purpose regarding the draft International Financial Reporting Standard No. 17 (second trial run) for the fiscal year ending on December 31, 2021 AD.
11. Discussing the management letter submitted by the external auditor and the management's comment on it.
12. Discussing the report of the appointed actuary on the draft International Financial Reporting Standard No. 17 (third trial run) for the financial period ending on June 30, 2022.
13. Discussing the Saudi Central Bank's letter related to the company's cybersecurity risks.
Fourth: The Committee's opinion on the adequacy of the internal control system Based on the periodic reports presented and submitted to the Audit Committee during the year 2022 by the Internal Audit Department, the Compliance Department and the external auditors. The Audit Committee considers the soundness, effectiveness and efficiency of controls that there is no fundamental weakness in the control system during the financial year 2022, which affects the integrity of the fairness of the company's financial
statements.
Accordingly, the Audit Committee endorses the annual assurance and disclosure by the Executive Management that there are no fundamental deficiencies that may affect financial reports for the financial year ended December 31, 2022. Accordingly, these reports submitted to the Committee did not show material points affecting internal control systems or the fairness of the financial statements. Note that any internal control system, regardless of the soundness of its design and the effectiveness of its application, cannot provide absolute assurance.
Greetings,
