Extraordinary General Assembly Meeting
(First Meeting) by means of modern technology
16/09/1443H
17/04/2022G
Meeting Agenda
# Items
1 Voting on the Board of Directors’ Report for the fiscal year ending on 31/12/2021.
2 Voting on the Bank’s financial statements for the fiscal year ending on 31/12/2021.
3 Voting on the External Auditors Report on the Bank’s accounts for the fiscal year ending on 31/12/2021.
4
Voting on the Board of Directors ’recommendation to distribute cash dividends to shareholders for the second half of ending on December 31, 2021, amounting to (4,030,200,000) Saudi riyals at a rate of (90) halalah per share, which represents 9% of the book value of the share after deducting zakat, for the 4,478,000,000 shares due for dividends.) Eligibility for dividends to the Bank's shareholders who own shares at the end of the day of the General Assembly meeting, and who are registered in the Bank’s records at the Securities Depository Center Company (Edaa) at the end of the second trading day following the due date, provided that the date of the distribution will be determined later. (Attached).
5
Vote on the Board of Director’s resolution to distribute for the first half of the fiscal year 2021 by an amount of SR (2,910,700,000) by (0.65) per share, representing 6.5% of share’s nominal value after Zakat, which is for (4,478,000,000) shares based on the authorization from the Extraordinary General Assembly meeting which was held on 2021-05-06 Corresponding to 1442-09-24. These dividends have been distributed on 23/08/2021 Corresponding to 15/01/1443H. (Attached).
6 Voting on delegating the Board of Directors to distribute interim dividends on a biannual / quarterly basis for the fiscal year 2022.
7
Voting on the appointment of the external auditors of the Bank from among the candidates based on the Audit Committee's recommendation. The appointed auditors shall examine, review and audit the (first, second, third,) quarters and the annual financial statements of the fiscal year 2022, along with determining their fees.
8 Voting on paying an amount of (16,213,333) Riyals as remuneration to the Board members for the fiscal year ending on 31/12/2021G.
9 Voting on the discharging the Board members from any liabilities for the fiscal year 2021.
10 Voting on amending the Policy, Social Responsibility Programs (Attached).
11 Voting on amending the Policy, Sponsorship & Donation (Attached).
12 Voting on amending the Audit Committee Charter. (Attached).
13 Voting on amending the Nomination and Remuneration Committee Charter. (Attached).
14
Voting on delegating to the Board of Directors the authorization powers of the Ordinary General Assembly stipulated in paragraph (1) of Article 71 of the Companies Law, for a period of one year starting from the date of the approval by the General Assembly or until the end of the delegated Board of Directors’ term, whichever is earlier, in accordance with the conditions set forth in the Regulatory Rules and Procedures issued pursuant to the Companies Law relating to Listed Joint Stock Companies.
15
Voting on using a number of (2,851,799) shares from the surplus treasury shares, which are the result of the merger transaction for the purpose of allocating them to the 1st cycle of the Key Employee Executive Plan.
16
Voting on the business and contracts concluded between the Bank and Bupa Arabia for Cooperative Insurance Co "Bupa" and with which a member of the Board of Directors Mr. Zaid bin Abdulrahman Al- Qwaiz has an indirect interest as he holds the position of board member at Bupa, which is a contract to add the employees of (Samba previously) and their dependants to the medical insurance policy of the Saudi National Bankfor the year 2021, this contract was made through competition without any preferential treatment or conditions with a total amount of 32,489,438.90 Saudi riyals. (Attached).
17
Voting on the business and contracts concluded between the Bank and the The Company for Cooperative Insurance "TAWUNIYA" in which the member of the Board of Directors, Mr. Abdulrahman bin Muhammad Alodan, has an indirect interest, as he is a member of the board of directors in the Company, which is a contract to provide health insurance services to the Bank’s employees and their dependents for a period of time of one year starting from (01) January 2022, and this contract was made through competition without preferential terms or benefits, with an amount exceeding (1%) of the Bank’s gross revenues, according to the latest audited annual financial statements for the fiscal year 2020. (Attached).
18
Voting on the business and contracts concluded between the Bank and the Saudi Telecom Company (STC),
in which the Vice Chairman of the Board, Mr. Yazeed Alhumied, has an indirect interest, as he is a member
of the Board of Directors in the Saudi Telecom Company, which is an additional budget contract to recharge
83,835,000 Saudi riyals. (Attached).
19
Voting on the business and contracts concluded between the Bank and the Saudi Telecom Company (STC), in which the Vice Chairman of the Board, Mr. Yazeed Alhumied, has an indirect interest, as he is a member of the Board of Directors of the Saudi Telecom Company, which is a contract to establish a new free service line (800), and this contract was concluded without preferential conditions or benefits, with an amount of 36,892 Saudi riyals. (Attached).
20
Voting on the business and contracts concluded between the Bank and STC Solutions Company, as
“Arabian Internet and Communications Services Company (solutions by stc)” is a wholly owned subsidiary of the Saudi Telecom Company, in which the Vice Chairman of the Board, Mr. Yazeed Alhumied, has an indirect interest as he is a member of the Board in the Saudi Telecom Company, which is a contract to renew the Microsoft Enterprise agreement, within the merger project to add Samba users within the Saudi National Bank’s contract, and this contract was made through competition without preferential terms or benefits, for an amount of 15,193,122 Saudi riyals (Attached).
21
Voting on the business and contracts concluded between the bank and the Saudi Telecom Solutions Company, as “Arabian Internet and Communications Services Company (solutions by STC)” is a wholly owned subsidiary of the Saudi Telecom Company, in which the Vice Chairman of the Board, Mr. Yazeed Alhumied, has an indirect interest, as he serves as a member of the Board In the Saudi Telecom Company, which is a contract to purchase additional storage devices to increase the data storage capacity in MITC &
NDC, this contract was concluded through competition without preferential terms or benefits, for an amount of 21,102,500 Saudi riyals (Attached).
22
Voting on the business and contracts concluded between the Bank and the Saudi Tadawul Company, where the Saudi Tadawul Company is a subsidiary company of the Saudi Tadawul Group Holding Company, for which the Vice Chairman of the Board of Directors Mr. Yazeed Alhumied has an indirect interest in it, as he holds the position of Vice Chairman of the Board of Directors of the Saudi Tadawul Group , which is an annual fee paid annually in return for continuing in the main market every year from:
01/07/2021 to 31/12/2021 This contract was concluded without preferential terms or benefits, with an amount of 579,726.03 Saudi riyals (Attached).
23
Voting on the business and contracts concluded between the Bank and Saudi Accenture, with which a
member of the Board of Directors, Mr. Ziad Mohammed Al-Tunisi, has an indirect interest, as he holds the
position of a member of the Board of Directors in Saudi Accenture, which is an additional business
contract for the migration program for information technology in the merger process between National
Commercial Bank and Samba Financial Group, this contract was made through competition without any preferential conditions or benefits, at a cost of SAR 5,037,000 (Attached).
24
Voting on the business and contracts concluded between the Bank and Saudi Accenture, with which a member of the Board of Directors, Mr. Ziad bin Mohammed Al-Tunisi, has an indirect interest, as he holds the position of a member of the Board of Directors in Saudi Accenture, which is an additional business contract within the migration program for information technology in the process (after the merger).
(Between the National Commercial Bank and Samba Financial Group, this contract was made through
competition without any preferential conditions or benefits, at a cost of SAR 5,037,000 (Attached).
Audit Committee Report
For The Year 2021
In this regard, the Committee has consistently fulfilled its responsibilities in accordance with the Charter of the Audit Committee, approved by the General Assembly of the Bank in 2019;
In accordance with the Rules and Guidelines for Organizing Audit Committees in Saudi Banks and the Corporate Governance Principles for Saudi Financial Institutions issued by the Saudi Central Bank (SAMA) and the updated Companies Law, issued by Royal Decree No. M / 3 dated 01/28/1437 AH, and the Corporate Governance Regulations issued by the Board of the Capital Market Authority pursuant to Resolution No. 8-16-2017 and the date 16/16 / 1438H, which was amended according to the Resolution of the Capital Market Authority Board No. 1- 7-2021, dated 1/6/1442 AH corresponding to 14/01/2021, and the Corporate Governance Framework of the Saudi National Bank, approved by the Board of Directors in September of the year 2020AD.
Introduction
The existence of an effective internal control system is one of the main responsibilities of the
Board of Directors. Also, the Audit Committee is one of the most important committees in
publicly listed joint stock companies for its effective role in internal and external auditing and
internal control. The main task of the Audit Committee is to verify the adequacy of the internal
control system and its effective implementation and development of systems and plans
related to these activities and follow up their implementation and follow-up on the Bank's
compliance with the applicable regulations and standards. The Committee also has the right
to make recommendations to the Board of Directors which will activate the control systems
and develop them to achieve the company's objectives and protect the interests of
shareholders and investors and always work in accordance to the highest standards of
transparency in performance.
The Extraordinary General Assembly of the Bank, in its meeting, held on May 06, 2021, agreed to form the Audit Committee and determine its roles, Charter and remuneration of its members for the current session, which started on 05/15/2021 to 14/05/2024, and the Ordinary General Assembly, held on the 28th of June, 2021G approved increasing the number of AC seats from (4) to (5) seats, by the appointment of Mr. Abdullah Abdulrahman Alrowais - Member of the Board of Directors (independent member), as a member of the Audit Committee, starting from the date of the GA’s approval, dated 2806/2021 until the end of the Committee’s cycle on 14/05/2021G. And in the first meeting of the Committee on 30th of June, 2021, the Committee appointed him as the Chairman.
Main Roles and Responsibilities of the Audit Committee
The Audit Committee works in accordance with the Committee’s Charter approved by the Bank’s General Assembly to assist the Board of Directors to fulfil l its responsibilities by monitoring the financial reports and the internal control system, monitoring the work of auditors, reviewing the interim and annual financial statements, reviewing the accounting policies used, and ensuring the Bank’s compliance with the relevant laws and regulations. The Committee also evaluates the adequacy and suitability of the internal control system based on periodic follow-up and communication with the Bank’s departments, especially the control functions, including the Internal Audit Group, the Risk Management Group, the Compliance Group, the Legal Group and the Anti-Fraud Department, where the Committee reviews the reports and developments of these groups and departments, and discusses them periodically.
The Work of the Audit Committee During the year 2021:
The Audit Committee held ten (10) meetings during the fiscal year 2021, in the presence of all
its members, considering that the membership of the previous Audit Committee ended with
the end of the Committee’s cycle on 05/14/2021, and the membership of the members began
according to the new formation of the Committee at the beginning of the Committee’s cycle
on 05/15/2021. The topics of those meetings focused on the following:
• Discussing the primary quarterly and annual financial statements for the fiscal year 2021, and discussing them with the executive management and external auditors and recommending the Board of Directors for approval.
• Review and discuss the accounting impact of the merger and discuss the allocation of the purchase price and goodwill assets.
• Verify the independence and impartiality of the external auditors and the effectiveness of their audit work in accordance with the relevant rules and standards.
• Discussing and following up the work plan of the external auditors.
• Reviewing and discussing the management letter issued by the external auditors.
• Recommending the reappointment of the external auditors, Messrs. "Ernst & Young &
Partners" and "KPMG & Partners" to carry out the functions of the external audit of the Bank's business for the fiscal year 2021, and recommending this appointment to the Board of Directors for approval and recommendation to the General Assembly for approval.
The Internal Audit:
•
Review the performance and achievements of the Internal Audit Group in accordance with the approved plan.
• Discussing and approving the plan of the Internal Audit Group and its budget for 2021, and approve their updates.
Reviewing and discussing the progress in implementing the work plan of the Internal Audit Group and the most prominent observations issued.
Approval of the updated Internal Audit Charter.
• Appointment of Group’s Chief Audit Officer, and approving and following-up on his key performance indicators (KPIs).
• Review and approve amendments of organizational structure of the Internal Audit Division.
Financial Reports and External Auditors:
reports, as well as the observations issued by the Saudi Central Bank, and verifying the speed and validity of closing the notes, especially those observed in the Saudi Central Bank reports.
• Reviewing and discussing the recruitment plan and strategy, acquisition of the appropriate national competencies, training and professional development to obtain the professional certificates necessary to carry-out the internal audit work efficiently and effectively.
• Discussing the key performance indicators for the control functions.
• Annual confirmation of the independence of the Internal Auditor
. Compliance:
• Reviewing the extent of compliance with the relevant laws, regulations, policies and instructions, and developing the necessary policies and procedures to reach the highest levels of compliance culture at the Bank level.
Review the principles of conduct and work ethics and the extent to which they are adhered to.
• Reviewing transactions with related parties.
• Discussing periodic reports on compliance, anti-money laundering and terrorist financing, investigations and fraud and cases of non-compliance in various business management.
• Discussing and approving the annual compliance report, and recommending it to the Board of Directors for approval in preparation for its approval and submission to the Central Bank of Saudi Arabia.
• Reviewing and approving updates on a number of compliance policies and
combating money laundering and terrorist financing.
The Audit Committee’s Opinion on the Adequacy of the Internal Control System:
Based on the periodic reports presented to the Audit Committee during the fiscal year ending on December 31, 2021, by the Internal Audit Group, the Compliance Group, the Bank's External Auditors, and the Compliance Committee, and based on the above of the annual audit results of the effectiveness of the internal control procedures, the Audit Committee confirms that the internal control procedures did not indicate that there are any fundamental gaps in the control environment for the Bank’s business, that may affect the integrity and effectiveness of the efficiency of the financial and operating systems, controls and procedures, and that the evaluation of the controls applied by the executive management is ongoing throughout the year.
Taking into account that any internal control system, regardless of the quality and soundness of
its design and the effectiveness of its application, cannot provide absolute assurance.
Attachments of the Item No. 4
Voting on the Board of Directors
’recommendation to distribute
cash dividends to shareholders
for the second half of ending on
December 31, 2021
Dividends details that will be distributed to shareholders for the second half of the fiscal year ending in 31 December 2021
Explanation Element List
2022-01-26 Corresponding to 1443-06-23 Date of the board’s decision
SAR 4,030,200,000 The Total amount distributed
4,478,000,000 shares Number of Shares Eligible for Dividends
SAR 0.90 after Zakat deduction Dividend per share
Percentage of Dividend to the Share Par 9 % Value (%)
The eligibility date of the dividends shall be at the end of trading day of the Bank’s General Assembly meeting day for the shareholders registered in Depository Center at the end of the second trading day following the General Assembly Meeting date
Eligibility date
To be announced later Distribution Date
Attachments of the Item No. 5
Vote on the Board of Director’s
resolution to distribute for the
first half of the fiscal year 2021
Dividends details distributed to shareholders for the first half of the fiscal year ending in 31 December 2021
Explanation Element List
2021-08-08 Corresponding to 1442-12-29 Date of the board’s decision
SAR 2,910,700,000 The Total amount distributed
4,478,000,000 shares Number of Shares Eligible for Dividends
SAR 0.65 after deduction of Zakat Dividend per share
6.5 % Percentage of Dividend to the Share Par
Value (%)
12/08/2021 Corresponding to 04/01/1443H Eligibility date
23/08/2021 Corresponding to 15/01/1443H Distribution Date
Attachments of the Item No. 10
Voting on amending the Policy,
Social Responsibility Programs
Article in English Before Amendment Article in English After Amendment Article 5- Part 2
5.2 Supervisory and Authorities
Head of Corporate Responsibility Department - Preparing the Strategic Plan.
- Supervising the
implementation of the programs requests as per the approved FAM Summary
Chairman of Board of Directors
- Approve the Strategic Plan.
- Approve the Annual Plan and Budget For Social Corporate Programs as per the
approved FAM Summary.
- Raise to the Executive Committee/Board of Directors to fulfill the necessary approvals.
Article 5- Part 2
5.2 Supervisory and Authorities
5.2.1 Head of Corporate Social Responsibility
• Prepare the Strategic Plan and raise it for approval.
• Prepare annual plan and budget and raise them for approval.
• Supervising the implementation of the programs within the approved annual budget and plan.
5.2.2 Head of Marketing & Corporate Communication
• Review the Strategic Plan and approve it.
• Review the annual plan and budget and approve them.
5.2.3 Group Chief Operating Officer “GCOO”
• Review the Strategic Plan and approve it.
• Review the annual plan and budget and approve them.
5.2.4 MD/GCEO
• Approve the Strategic Plan and get due approvals from BOD
• Approve the annual plan and budge.
5.2.5 Board of Directors
• Approve the Strategic Plan.
• Obtain General assembly approval on the Social Responsibility Programs Policy.
Attachments of the Item No. 11
Voting on amending the Policy,
Sponsorship & Donation
Article in English Before Amendment Article in English After Amendment
Article 5- Part 2
5.2 Supervisory and Authorities
Head of Corporate Responsibility Department - Obtaining the necessary
approvals from the Board of Directors on the Policy.
- Making the final decision for sponsorship and donation requests as per the approved FAM Summary for Catalog and Non-Catalog.
Chairman of Board of Directors
- Making the final decision for sponsorship and
donation requests as per the approved FAM Summary for Catalog and Non-Catalog.
- Raise to the Board of Directors requests for sponsorship and donations as per the approved FAM Summary for Catalog and Non-Catalog.
Board of Directors
- Approve the policy of
Sponsorships and Donations.
- Making the final decision for sponsorship & donation requests as per the approved FAM
Summary for Catalog and Non- Catalog.
Article 5- Part 2
5.2 Supervisory and Authorities
5.2.1 Head of Corporate Responsibility Department
• Prepare the Strategic Plan and raise it for approval.
• Prepare annual plan and budget and raise them for approval.
• Supervising the implementation of the programs within the approved annual budget and plan.
5.2.2 Head of Marketing & Corporate Communication
• Review the Strategic Plan and approve it.
• Review the annual plan and budget and approve them.
5.2.3 Group Chief Operating Officer “GCOO”
• Review the Strategic Plan and approve it.
• Review the annual plan and budget and approve them.
5.2.4 MD/GCEO
• Approve the Strategic Plan and get due approvals from BOD
• Approve the annual plan and budge.
5.2.5 Board of Directors
• Approve the Strategic Plan.
• Obtain General assembly approval on the Social Responsibility Programs Policy.
Attachments of the Item No. 12
Voting on amending the Audit
Committee Charter
Article before Amendment Article After Amendment
1. Introduction 1. Introduction
The Charter of the Audit Committee (hereinafter referred to as the "Audit Committee" or the "Committee") sets out the controls and procedures of the Committee's work, duties, rules of the selection of its members, the method of nominating such members, the term of their membership, and their remunerations. In addition to setting out the method of temporary appointment of a member in case of a vacant seat, and the method of communication with the Ordinary General Assembly, the Board of Directors and the other Board’s Committees, the Senior Management of the Bank, and the Internal and External Auditors.
The Charter of the Audit Committee (hereinafter referred to as the "Audit Committee" or the "Committee") sets out the controls and procedures of the Committee's work, duties, rules of the selection of its members, the method of nominating such members, the term of their membership, and their remunerations. In addition to setting out the method of temporary appointment of a member in case of a vacant seat, and the method of communication with the Ordinary General Assembly, the Board of Directors and the other Board’s Committees, the Senior Management of the Bank, and the Internal and External Auditors. This Charter shall be a permanent part of the induction program provided to the new Board and Board Committee members upon their appointment. It is the duty of the new member to understand and familiarize himself/herself with it.
2. Audit Committee's Role 2. Audit Committee's Role
The Audit Committee's main role is oversighting the Bank's business, assisting the Board of Directors to fulfill its oversight responsibilities in areas such as the Bank’s financial reporting, internal control systems and ensuring its accuracy, internal and external audit functions, and maintain the legal and regulatory requirements.
The Audit Committee's main role is to safeguard the interests of the shareholders, depositors, regulatory bodies, investors, and other stakeholders, through oversighting the Bank's business, assisting the Board of Directors to fulfill its oversight responsibilities in areas such as the Bank’s financial reporting, internal control systems and ensuring its accuracy, internal and external audit functions, dealing with supervisory examiners and maintain the legal and regulatory requirements including the moral, ethical, and environmental matters.
3. Formation of the Committee and the Rules of its Membership
3. Formation of the Committee and the Rules of its Membership
By a resolution of the Bank’s Ordinary General Assembly, an Audit Committee shall be formed from among the shareholders or others, provided that all members of the Committee are independent, and that the members from
The Ordinary General Assembly shall appoint the members of the Audit Committee. The committee shall select, form its members, a chairman (hereinafter referred to as the
"Chairman of the Committee" or the "Chairman of the Audit Committee". The chairman of the committee should not be
from inside the Board. of such appointment shall be three years renewable for further two terms at maximum. However, the appointment of the members who are member of
the Board of Directors is linked to the term of the Board, whichever shorter.
The Audit Committee shall consist of at least three (3) members and five (5) members at max, and among them should be a specialist in financial and accounting affairs, and they should have qualifications and professional experience in risk management, and they should have the ability to understand the rules, regulations and instructions issued by the relevant authorities.
The Audit committee shall consist of at least three members and five members at max either from the
shareholders or otherwise. All members should be non- executive directors, and the majority of the
members should also be independent and from out of the Board of Directors.
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A person who has worked during the past two (2) years in the executive or financial management of the Bank, or with the Bank’s External Auditor, may not be a member of the Audit Committee.
A member of the Audit Committee may not be among the Bank's employees, major customers, agents or advisors, or its affiliates.
A member should not have a credit relationship with the Bank (i.e. credit cards, credit facilities, guarantees etc.) in his/her name or in the name of any of his/her immediate relatives or have any commercial relationship with any member of the Board or executive management.
All members must submit a declaration that nothing affects their membership in the Committee by signing the
“Independence” Form prepared by the Bank for this purpose. Each member of the Audit Committee must annually confirm his/her independence.
The term of such appointment shall be three (3) years renewable for further two (2) terms at maximum.
However, the appointment of the members who are members of the Board of Directors is linked to the term of the Board, whichever shorter.
The Committee shall appoint from among its members a Chairman (referred to in this Charter as the “Chairman of
the Committee” or “Chairman of the Audit Committee”), and this appointment is required to fulfill the conditions below:
- He/she shall be an independent Board of Directors member.
- He/she shall not be the Chairman of the Bank's Board of Directors.
- He/she shall not have a relationship with other members of the Board of Directors or have any financial or commercial relationship with any of the members of the Board of Directors.
- He/she shall not have a relationship with the executives or senior executives of the Bank that might affect his/her independence.
1. Upon the end of the committee’s cycle.
2. Upon the resignation or death of the member.
3. If the member reaches the age of seventy (calendar year) unless the ordinary general assembly resolved otherwise.
4. If the member becomes disqualified for the membership according to the provisions of any law applicable in the Kingdom of Saudi Arabia.
5. If the member is dismissed under a resolution issued by the ordinary general assembly.
6. If the member becomes mentally incompetent.
7. If the member is convicted in any disgraceful or fraud crime.
The membership of the Committee member shall expire upon the expiry of its term, the member’s resignation or death. It also expires if the member reaches the age of seventy (70) years, unless the Ordinary General Assembly decides otherwise. The membership of the Committee shall terminate if:
- If the member becomes disqualified for the membership according to the provisions of any law applicable in the Kingdom of Saudi Arabia.
- If the member is dismissed under a resolution issued by the Ordinary General Assembly.
- If the member becomes mentally incompetent.
- If the member is convicted in any disgraceful or fraud crime.
In case of vacancy of the position of a member during his term for any reason, the board may temporarily appoint one of those who meet the membership requirements as a member. Such appointed member shall immediately hold the position provided that such appointment shall be submitted to the ordinary general assembly in its first
In case of vacancy of the position of a member during his/her term for any reason, the Board may temporarily appoint one of those who meet the membership requirements as a member. Such appointed member shall immediately hold the position provided that such appointment shall be submitted to the ordinary general assembly in its first meeting to
member. In all cases, the new member shall complete the period of his predecessor if the number of the members is not less than three. If the number of members is less than three, the ordinary general assembly shall hold a meeting as soon as possible to appoint the required number of members.
cases, the new member shall complete the period of his predecessor if the number of the members is not less than three. If the number of members is less than three (3), the Ordinary General Assembly shall hold a meeting as soon as possible to appoint the required number of members.
4. Rules of Selection of the Committee Members
The Nomination, Compensation and Corporate Governance Committee shall announce in the official medias the opening of the nomination to the new three-year cycle of the committee for those who meet the membership requirements, in accordance with the terms and conditions set forth in the Companies Law and the related circulars of the Ministry of Commerce and Investment, the regulations of the Saudi Arabian Monetary Authority (SAMA), the conditions stipulated in the banking control law pertaining to the requirements of the appointment in leading positions in the Saudi banks, the main principles of governance, and the companies governance regulations issued by the Capital Market Authority (CMA), with taking the following into account:
1. The nominee shall submit a written application to the Shareholders Affairs of the Bank expressing his desire to nominate. This
application shall include an introduction about the nominee, his CV, qualifications and
experience in the banking domain.
2. A list of his previous membership and dates in Audit Committees of the joint stock companies.
Such a list shall show the following:
a. The number of the committees' meetings that have conducted in each year of the cycle and the number of meetings attended by the
member in person.
b. The ratio of the nominee's attendance
Deleted
compared to the total number of the held meetings.
3. A list of current membership and dates in Audit Committees of the joint stock companies. Such a list shall show the following:
a. The number of the committees' meetings that have conducted in each year of the cycle and the number of meetings attended by the
member in person.
b. The ratio of the nominee's attendance compared to the total number of the held meetings.
4. The companies or institutions, in which the nominee is a director or owner, and have an activity similar to the bank's activity.
5. The nominee should not have any interest or participate in any business that may compete the bank's main activities as per the provisions of Articles (72) and (73) of the Companies Act.
6. Complete the Fit and Proper Form issued by the Saudi Arabian Monetary Authority, which can be obtained from the Head Office of the bank or the website of the Saudi Arabian Monetary Authority.
7. Attach a clear photocopy of the national ID,
family register and the contact details including mobile number, landline number, fax number, and the email address.
8. The Shareholders Affairs Department of the bank shall collect all submitted nomination applications, along with the necessary
documents attached thereto, and sends them, after closure of the nomination period, within two days to the bank's Nomination,
Compensation and Corporate Governance Committee.
9. The Nomination, Compensation and Corporate Governance Committee shall review and check the nominees' CVs and the attached necessary documents in
recommends to the Board of Directors of the candidates who meet the
membership terms and conditions.
10. In case the nominee does not meet the above mentioned requirements, including the failure to provide the required information within the required timeframe, the committee may dismiss and archive the nomination application.
11.The committee shall submit its recommendations of the nominees to the Board after ensuring the recommended nominees met the following competencies in particular:
a. Education, professional skills, personal attributes, objective and sound logical
analysis, training, relevant work experience to the bank's current and future activities and appetite for learning and training.
b. The financial experience such as; ability of reading, preparing, and understanding the
financial statements and reports, in addition to the accounting and Auditing of the banks’
work.
c. Health fitness and absence of any health condition that may prevent him from exercising his duties and responsibilities.
d. Non-convicted of any disgraceful crime.
e. Adherence to the principles of integrity and loyalty, and commitment to the bank’s interests.
f. He may not be a bank employee, client, agent or advisor.
g. He has not worked for the last two years in the executive or financial management of the
company or for the company's auditor.
h. The nominee should not have a credit relationship with the bank (i.e. credit cards,
credit facilities, guarantees..etc.) in his name or in the name of any of his immediate relatives of more than SAR 300 thousand. The nominee may not have any commercial relationship with any member of the Board or executive management.
12. If the nominee meets the aforementioned requirements, the Shareholders Affairs Department shall, after obtaining the no-objection from SAMA on the nominee, submit the nomination notice with the attachments to the Head Office of the Bank to be at the disposal of the shareholders at least twenty- one days before the date of holding the ordinary general assembly. It shall also send copies of the same during the same timeframe to the General Administration of Companies along with a list of nominees’ names.
13. The chair of the ordinary general assembly meeting may decline to accept a nomination of a member proposed by the shareholders if it does not follow the aforementioned procedures.
14. Voting in the ordinary general assembly shall be limited to those whose nomination to the membership of the committee has been approved by the board of directors after they have met the aforementioned nomination requirements.
4. Roles and Responsibilities of the Committee Chairman
4.1 Overseeing the necessary planning and preparation for holding the Committee’s meetings, including approving the agendas of the Committee’s meetings;
4.2 Ensuring that the administration provides all necessary information to the Committee during the relevant meetings so that the committee can carry out its entrusted tasks based on sufficient information;
4.3 Ensuring that all items that require the approval of the Committee and the recommendations submitted to the Board are presented appropriately.
4.4 Ensuring that all necessary information is submitted to the Committee and that the necessary documents are sufficient to support the management's proposals.
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submitted by the Committee to the Board.
4.6Supervising the annual evaluation of the Committee's performance.
4.7 Attending the meetings of the General Assemblies to answer the questions of the shareholders or his/her delegate.
6. Committee's Secretary 5. Committee's Secretary
The Audit committee shall appoint a secretary to perform the following duties:
1. Organize the meetings of the Audit committee.
2. Organize the attendance of the members of the committee, the board members or the bank officers, and the external auditors or external advisor in the meetings, as the need be.
3. The secretary shall provide the committee members with the agenda and the required
documents as soon as possible and, in general, this must be five days at least before the meeting’s date.
The Audit committee shall appoint a secretary, who preferably not be the secretary of another committee, to perform the following duties:
5.1 Organize the meetings of the Audit Committee, including the attendance of the members of the Committee, the Board members or the Bank’s officers, and the external auditors or external advisor in the meetings, as the need be.
5.2 The secretary shall provide the Committee members with the agenda and the required documents as soon as possible and, in general, this must be five (5) days at least before the meeting’s date.
5.3 Maintaining the Committee’s Charter, and guiding the Committee to carry out its activities in compliance with the Charter.
5.4 Circulating Committee resolutions to the concerned parties.
5.5 Drafting the minutes of meetings.
7. Remunerations & Allowances of the Committee Members
7. Remunerations & Allowances of the Committee Members
The annual Board Report to the ordinary
general assembly shall include a comprehensive statement of all salaries, remunerations, attendance allowances, expenses and other benefits received by the committee members throughout the fiscal year. The aforementioned report shall also include the amounts received by the members.
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8. Meetings & Quorum 7. Meetings & Quorum
a. The Audit committee shall hold a meeting regularly four times at least per annum. One meeting shall coincide with preparing the consolidated annual financial statements and the Audit cycle or when needed so that the committee performs its duties efficiently and effectively. The chairman of the Audit committee shall call the committee for a meeting upon a request of a committee member, the chairman of the Board of Directors, the senior management, or an internal or external auditor.
b. The meeting shall be held with the legal quorum, which is 50 % of the committee members. The chairman of the Audit committee (who shall be a non–executive independent member) shall chair all the meetings of the committee and prepare the agendas of the meetings. In case of absence of the chairman of the Audit committee in any meeting, the other present members shall elect one of them to chair the meeting.
c. The meeting may be held, and the resolutions of the committee may be circulated to the members through the modern communication methods. Meetings held in such way shall be subject to the same conditions of the legal quorum to hold the meeting. The chairman of the Audit committee may invite the members of the senior management and/ or third parties outside the bank to attend any meeting of the committee or any part of it.
The Audit committee shall hold a meeting with the internal and external auditors independently with non- attendance of the bank's senior management once at least per annum.
7.1 The Audit Committee shall hold a meeting regularly four (4) times at least per annum. One meeting shall coincide with preparing the consolidated annual financial statements and the Audit cycle, in addition to an annual meeting with the board of directors, or when needed so that the committee performs its duties efficiently and effectively.
7.2 The Chairman of the Audit Committee shall call the Committee for a meeting upon a request of a committee member, the chairman of the Board of Directors, the senior management, or an internal or External Auditor.
7.3 The meeting shall be held with the legal quorum of the majority of the Committee members. The Chairman of the Audit Committee (who shall be a non–executive independent member) shall chair all the meetings of the Committee and prepare the agendas of the meetings. In case of absence of the Chairman of the Audit Committee in any meeting, the other present members shall elect one of them to chair the meeting.
7.4 The meeting may be held, and the resolutions of the Committee may be circulated to the members through the modern communication methods. Meetings held in such way shall be subject to the same conditions of the legal quorum to hold the meeting. The Chairman of the Audit Committee may invite the members of the senior management and / or third parties outside the bank to attend any meeting of the committee or any part of it. Non- Committee members will be involved in the discussions but will not have any voting rights.
7.5 All decisions of the Audit Committee are adopted by a simple majority vote of the members present at the meeting.
The Chairman of the Audit Committee, or whoever replaces him/her in his absence, shall have the casting vote in case of equal votes. The opinion of the other party must be recorded in the minutes of the meeting, and in all cases, voting by proxy is not allowed.
8. Authorities of the Committee 8. Authorities of the Committee
the Bank’s records and documents that it requests from any employee of the Bank in order to perform its duties.
8.2 The Committee has the right to request any
clarification or statement from the members of the Board of Directors or the executive management.
8.3 The Committee has the right to request the Board of Directors to call the Company’s Ordinary General Assembly to convene if the Board of Directors obstructs its work or the company suffers serious damage or losses.
8.4 The Audit Committee has the power to investigate any activity or obtain external advice at the Bank's own expense in matters related to the scope of this regulation and according to the limits of the discretionary power.
the Bank’s records and documents that it requests from any employee of the Bank in order to perform its duties.
8.2 The Committee has the right to request any
clarification or statement from the members of the Board of Directors or the executive management.
8.3 The Committee has the right to request the Board of Directors to call the Company’s Ordinary General Assembly to convene if the Board of Directors obstructs its work or the company suffers serious damage or losses.
8.4 The Audit Committee has the power to investigate any activity or obtain external advice at the Bank's own expense in matters related to the scope of this regulation and according to the limits of the discretionary power.
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8.5 The Committee may seek the assistance of experts and specialists it deems appropriate from within or outside the bank within the limits of its powers.
8.6 For the details of the powers delegated to the Committee, please refer to the Delegation of Authority Matrix.
9. Duties and Responsibilities of the Committee 9. Duties and Responsibilities of the Committee
9.1 General Requirements:
The Audit Committee shall exercise adequate oversight over NCB subsidiaries, be aware of material risks that may affect both the NCB
group as a whole and its subsidiaries and have a suitable mechanism in place to obtain
updated information to understand and guide the financial and non-financial structures of the group and its subsidiaries.
9.2 General Requirements:
9.1.1 The Audit Committee should be aware of the material risks that may affect the Saudi National Bank Group as a whole, and put in place an appropriate mechanism to obtain updated information to understand and direct the financial and non-financial elements of the structure of the group and its subsidiaries.
The committee shall review the whistleblowing policy of wrong practices in the bank, ensure proper dealing with the
9.1.2 The Committee shall review the bank's policy for reporting wrong practices and ensure that the reports
reports prepared and submitted according to such policy with ensuring protection for the rights of the whistleblowers of such practices.
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prepared and submitted in accordance with this Charter are dealt with in an appropriate manner, while ensuring the protection of the rights of those who report such practices. The committee must also ensure that the policy and mechanism followed allow the Bank’s employees to submit their observations regarding any abuse in financial or other reports confidentially. The Committee must verify the application of this mechanism by conducting an independent investigation commensurate with the size of the error or abuse and adopting appropriate follow-up procedures.
b- Reviewing the reports of the compliance and internal audit activities and maintaining effective business relationships and open
communication channels between the Board of Directors, bank management and the internal and external auditors.
d. The Audit committee shall be provided with a case report on all recommendations submitted by the internal and external auditors, on which procedures have been agreed.
Such reports must identify the persons/ work units liable for implementing such recommendations and their closure dates.
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9.1.6 The Audit Committee sets the objectives of the internal Sharia audit tasks, after consulting with the Sharia Board Committee. The objectives must be aligned with the accepted standards of the internal audit profession.
11.2. Internal Control: 9.1 Internal Control:
a. The senior management of the bank shall set an appropriate and effective internal control system, define the operations thereof and maintain such system.
9.1.1 Assessing the extent to which the Bank's senior management has established an appropriate and effective internal control system and identifying its own operations, while maintaining this system.
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9.2.1 Reviewing and discussing the results of the review of the Bank’s internal control and risk management systems.
9.3.1 Evaluate the effectiveness and efficiency of internal controls, policies and procedures, the reporting mechanism and the extent of compliance with them, and make recommendations for improvement.
b. The system and operations shall be designed in a method ensuring the control in areas include; Reporting (financial, operational and risk reports), and monitoring the adherence to the laws, regulations, internal policies, and the efficiency and effectiveness of the operations and the protections of assets.
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11.3. Financial Reporting: 9.3 Financial Reporting:
a. Reviewing the validity of the financial reports and protecting the bank's assets from the wrong practices.
b. Meeting with the management and the external auditors to review the financial statements, the results of Auditing, the Management Letter, and the Board Annual Report before issuing the same.
c. Reviewing any material changes to the bank's accounting principles and practices proposed or raised by the CFO, the external auditor, the Chief Compliance Officer, the employees of the internal audit, or the bank's management, and ensuring that such changes are in line with the IFRS including the effects of the Generally Accepted Accounting
9.3.1 Reviewing the quarterly and annual financial statements of the Bank before presenting them to the Board of Directors, and expressing an opinion and recommendation in this regard to ensure their integrity, fairness and transparency.
9.3.2 Expressing a technical opinion - at the request of the Board of Directors - on whether the Board's report and the Company's financial statements are fair, balanced and understandable and include information that allows shareholders and investors to evaluate the company's financial position, performance, business model and strategy.
Principles (GAAP) and the accounting standards imposed by SAMA.
d. Defining the extent of appropriateness of the assumptions of continuing the activity as basis for preparing the financials.
e. Reviewing the material opinions concerning the preparation of the financial reports contained in the financial statements.
f. The Audit committee shall have the right to have full access to the bank's information, records, properties and employees.
9.3.3 Review any important or unfamiliar issues contained in the financial reports.
9.3.4 Research carefully into any issues raised by the Company's financial manager, or whoever undertakes the duties or compliance officer of the bank, or the auditor.
9.3.5 Verifying accounting estimates in the material issues contained in the financial reports.
9.3.6 Studying the accounting policies adopted by the bank and expressing an opinion and recommendation to the Board of Directors in this regard. This also includes reviewing any material changes made to the Bank's accounting principles and practices and ensuring their consistency with International Financial Reporting Standards (IFRS).
9.3.7 Seeing, through the Bank’s management, the extent of automation of the financial reporting system(s) for the purpose of generating reliable financial information, and whether the controls are in place.
11.4. Internal Audit: 9.3 Internal Audit:
a. Reviewing and approving the internal Audit Charter.
b. Approving the plan, scope of work and annual budget of the internal Audit.
c. Reviewing the activities and performance of the Internal Audit and ensuring that there is no any unjustified
restriction on the scope of work and escalating, when necessary, to the Board of Directors or the concerned committee.
d. Meeting with the employees of the Internal Audit independently to discuss any issues, which the Audit Committee or the external auditors deem necessary to discuss privately.
e. The Audit committee shall approve; the
appointment of the Head of the Internal Audit or the contracting company as the case be, the remuneration,
9.3.1 Reviewing and approving the internal Audit Group’s Charter.
9.3.2 Reviewing the Internal Audit Policy and recommending it for approval by the Board.
9.3.3 Recommending to the Board the appointment of the Head of the Internal Audit Group and propose his/her the remuneration.
9.3.4 Ensuring that the Head of the Internal Audit Group has integrity, and the ability to perform his duties honestly, carefully and responsibly, and ensure that he/she abides by regulations and instructions, and that he has not previously been involved in any violating activities.
9.3.5 Approving the Key Performance Indicators (KPIs) to measure the performance of the Head of the Internal Audit Group, evaluate his/her performance, and propose the annual bonus for the Head of the
termination.
f. Evaluating the performance of the Head of
Internal Audit and approving the annual bonus of the Internal Audit Division in general, including the performance bonus.
g. Ensuring the availability of internal auditing in place that ensures protection of the bank's
assets, audit the related party transactions, and ensure proper record and disclosure for such transactions.
h. Reviewing the Internal Audit Reports and submit the recommendations to the Board of Directors about the measures to be taken to mitigate the effects of the issues revealed by the internal Audit.
i. Ensuring the bank management's response in a timely manner in respect to the issues raised by the internal auditor.
j. The Audit committee shall have a direct access to the Fraud/ Violations Reports revealed by the internal Audit.
remuneration.
9.3.6 Reviewing and approving the audit plan prepared by the head of the internal audit Group and based on the results of the annual risk assessment, including the scope of the plan and the budget allocated to it.
9.3.7 Approving the strategy of the Internal Audit Group prepared by its Head and monitoring its performance along with the performance of the annual audit plan, in accordance with the general strategy and objectives of the Bank.
9.3.8 Recommending to the Board the approval of the organizational structure of the Group, and reviewing it periodically whenever the need arises.
9.3.9 Ensuring the availability of appropriate human resources in the internal audit group in terms of numbers, qualifications and skills, especially in specialized topics, such as units: treasury, finance, international financial reporting standards, anti- money laundering and terrorist financing, and technology/cyber security risks. governance, Basel standards, liquidity, credit and provisioning, and others.
9.3.10 Oversight over the activities and performance of the Internal Audit Group and ensuring that there is no any unjustified restriction on the scope of work.
9.3.11 Reviewing internal audit reports and following up on the implementation of corrective measures for the incoming remarks, and ensuring that the executive management takes the necessary corrective measures in a timely and appropriate manner to address control weaknesses, issues of compliance with policies, regulations, and instructions, and other violations and observations, and deficiencies identified by the audit Group, reported and recommended.
9.3.12 Submitting recommendations to the Board of Directors regarding the steps required to be taken to
mitigate the impact of risks and material weaknesses revealed by the internal audit.
9.3.13 Ensure that the required independent external evaluation is carried out - in accordance with the approved audit policy - to verify the quality of the unit's work at least once every five (5) years.
11.5. External Audit: 9.7 External Audit:
The Audit committee shall supervise the selection,
remuneration and termination of the external auditor under the approval of the Board of Directors and the shareholders
The Audit Committee shall recommend to the Board the nomination, termination, determine their fees and evaluate their performance, after verifying their independence and reviewing the scope of their work and the terms of their contract.
Assess the independence, liability and efficiency of the external auditor.
The Audit Committee should verify the independence, liability, and efficiency of the external auditor. Also, it should ensure their independence on an annual basis through receiving a representation in the form of a letter from the external auditor wherein they confirm their independence in accordance with regulatory regulations.
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9.6.4 The Audit Committee shall review the external auditors’ plan related to financial statements prior to the commencement of the audit, including coverage of materiality or minimal errors that the auditors will accept as immaterial and will not guarantee the adjustment of the financial statements.
9.6.5 Reviewing the External Auditor’s report and notes on the financial statements and following up on what was taken in their regard.
9.6.6 Discussing any major problem that the external auditors anticipate with regard to the accounting treatment and valuation of loans, investments and derivatives.
9.6.7 Determining the quality of communication and coordination between the internal and external auditors and assessing the quality of commitment to the necessary coordination.
9.6.8 Ensuring that there are no restrictions on the scope of coverage imposed on the external auditors, and holding an
to discuss any issues that should be discussed confidentially.
Control the objectiveness and effectiveness of the Audit process.
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d. Develop the policy of the bank's Board of
Directors in respect to providing any service by the external auditor other than auditing, and submit the committee's recommendation on the same. It shall also ensure that providing
such services will not affect the independence or the objectiveness of the external auditor.
e. Hold an independent meeting with the external auditor to discuss any issues, which must be discussed confidentially.
f. The Audit committee shall review the following issues with the external auditors:
1) The important accounting policies and practices required implemented.
2) All alternative processes of the financial information in the scope of the General Accepted Accounting Principles (GAAP), which were discussed with the management.
3) The results of implementing such disclosures and alternative processes.
4) The processing method recommended by the external auditor.
5) Other written items to be circulated between the external auditor and the management.
Ensuring that the management of the bank has responded in a timely manner to the issues raised in the letter of the external auditor addressed to the management.
h. Reviewing the reports of the external auditor, discuss the accounting issues and the
important auditing issues with the external auditor of the bank.
i. Evaluating the performance of the external
auditor and submitting the results to the Board of Directors annually at least.
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11.6. Compliance: 11.6. Compliance:
a. The Audit committee shall support the values of honesty and integrity in the bank's various businesses.
b. Set out the basis of complete compliance with the related laws, rules and standards, which should be included in the bank's policy.
c. Ensure the availability of a proper policy for managing the compliance risks.
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9.6.1 Ensure the existence and adoption of policies for managing compliance risk; including the Anti- Money Laundering Risk Policy, the Risk Based Approach (RBA), and the Bank's Anti-Fraud Policy.
The Board of Directors shall approve the appointment of the Chief Compliance Officer, who shall be administratively reporting to the
Chief Executive Officer.
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required to perform the compliance duties.
The Compliance Group shall submit reports to the Audit Committee to ensure the availability of sufficient resources and independence in the compliance functions of the Bank to carry out the tasks entrusted to it.
Provide sufficient independence to the area required to
perform the compliance duties. Deleted
Accurately define the obligations of the area required to perform the compliance duties.
Ensure that the roles and responsibilities of the Compliance function are clearly defined through the Compliance Policy.
Perform regular review of the activities of the
area required to perform the compliance duties and supervise it independently by the internal Audit.
Ensuring that the Internal Audit conducts a periodic review of the Bank's Compliance Group.
Continuous supervision on the efforts exerted to implement the provisions of the compliance guide and the achieved performance level through regular reports; assess the activities of the compliance department; identify the weaknesses, the efforts exerted in training, ratio of employees' attendance of the meetings of the compliance committee and the extent of performing its duties.
Assess the efforts exerted to implement the provisions of the Compliance Manual and the relevant laws and regulations, the level of performance that has been achieved through periodic reports, and the enhancement of the compliance culture in the Bank and the disciplinary measures that must be taken in the event of misconduct.
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9.6.1 Reporting to the Board of Directors the compliance issues that the Committee deems necessary to take action on, and expressing its recommendations for the actions to be taken based on what is submitted to it by the Compliance Group or the Compliance Committee.
9.6.2 Receiving periodic reports on the status of compliance notes, money laundering and terrorist financing risks, and the measures taken on them through the Compliance Committee.
9.6.3 Approving of the Annual Compliance Report so that it can be submitted to the Saudi Central Bank.
9.6.4 Approving the Bank’s anti-financial fraud strategy.
9.6.5 Receive periodic updates on the Bank's performance in combating financial fraud and major fraud cases and the preventive measures taken to mitigate the risks of recurring cases.
11.7. Compliance Committee:
b. Reviewing, validating, and approving the Annual Compliance Report to obtain the approval of the board of directors.
c. Approving the Compliance Committee Charter and reviewing it regularly.
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12. Minutes of the Meetings 12. Minutes of the Meetings
The secretary of the Committee shall be
responsible for preparing the minutes of the Audit committee meetings, and circulating them for approval to the committee members who attended those meetings within a period not exceeding 15 days after each meeting.
The minutes of the Audit committee meetings shall be then presented at the next meeting of the Committee for signature by all members attended the meeting subject of the minutes.
In accordance with best practice and to provide a record that the Committee has properly discharged its responsibilities, the Secretary of the Committee shall be responsible for preparing the minutes of the Audit Committee meetings, and circulating them for approval to the Committee members who attended those meetings within a period not exceeding fifteen (15) days after each meeting. The minutes of the Audit Committee meetings shall be then presented at the next meeting of the Committee for signature by all members attended the meeting subject of the minutes, and the minutes shall be retained in the Bank’s head office in an organized register for at least ten years.
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Minutes of Meetings are the official permanent record and must be accurate and clearly reflect all items and topics discussed and include all resolutions taken and any other matters discussed in meetings.
Recommendations of the Committee and voting results are documented and retained in a special and organized register, including the names of the attendees and any reservations they expressed (if any).
13. Reporting 13. Reporting
The chairman of the Audit committee shall submit a report to the board of directors in the nearest scheduled meeting after each meeting of the Audit committee.
Such reports shall cover any matters deemed to be necessary by the Audit committee to be submitted for the attention of the board of directors along with any recommendations require the approval and/ or action of the board of directors.
The chairman of the Audit committee shall submit an annual report to the board of directors (the Board
The Committee shall submit reports or minutes of its meetings that include its activities to the Board of Directors on a regular basis, for example, after each meeting, if circumstances so require, so that the Board of Directors is kept informed of its activities on an ongoing basis, in particular which relate to any significant risks.
The Committee issues an annual report that includes its opinion on the adequacy of the Company's internal control system and the other work it has carried out within its specialty. The Board of Directors shall deposit
financial statements) summarizing the committee's activities throughout the year including its opinion regarding the appropriateness of the internal control system.
It is a condition that the chairman of the Audit committee shall attend the annual meeting of the general assembly to answer any questions asked by the shareholders about the activities of the Audit committee.
office at least twenty-one (21) days before the date of the General Assembly; it be made available for all shareholders; the report is recited during the assembly.
It is a condition that the Chairman or whom they delegate of the Audit Committee shall attend the annual meeting of the general assembly to answer any questions asked by the shareholders about the activities of the Audit Committee. The Competent Authority may call for an Ordinary General Assembly meeting in case of failure of the board of directors to call for an Ordinary General Assembly meeting within fifteen (15) days from the date of the request by the External Auditor, Audit Committee or a number of shareholders representing at least 5% of the capital.
15. Other Matters 15. Other Matters
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12.1 Develop an annual plan for the Committee to implement the requirements of this Charter, provided that it includes the most prominent other relevant requirements, for example the Audit Committees Regulating Guidelines issued by the Saudi Central Bank (SAMA).
e. Set out a methodology for allowing the
employees of the bank to give their comments concerning any violation in the financial reports or otherwise confidentially, verify the implementation thereof by conducting an independent investigation corresponding to the extent of the fault or violation and adopt the proper follow–up procedures.
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10. Confidentiality:
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13.1 All members of the Audit Committee are obligated to maintain the confidentiality of information in matters that they come to know by virtue of their work on the Committee
16. Audit Committee's Annual Report:
The committee shall issue an annual report
showing its opinion on the sufficiency of the internal control system in the company and the other works included in its cope. The board of directors shall submit sufficient copies of such report in the company's main office twenty-one days at least before holding the general assembly to provide any desirous shareholders with the same. Such report shall be read out in the meeting of the assembly.
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Attachments of the Item No. 13
Voting on amending the
Nomination and Remuneration
Committee Charter
Article before Amendment Article After Amendment
Definitions:
Regulations: The regulations of the Nomination, Compensation and Governance Committee
The Charter: The Charter of the Nomination and Remuneration Committee.
The Bank: National Commercial Bank “NCB” The Bank: Saudi National Bank “SNB”
The Board: The board of directors of the National Commercial Bank “NCB”
The Board: The Board of Directors of the Saudi National Bank “SNB”
The CEO: The Chief Executive Officer of the Bank The MD/CEO: Managing Director/ Chief Executive Officer of the Bank.
Chairman: The chairman of the Nom
