Vote on the amendment of Article (13) of the Company's statutes in relation to the Capital Increase (attached). Vote on the amendment of Article (26) of the Company's statutes in relation to the Executive Committee (attached). Vote on the amendment of Article (38) of the Company's by-laws in relation to the Meeting Resolutions (attached).
Voting on the amendment of article (43) of the articles of association of the Company with regard to the audit report (attached). Voting on the amendment of article (44) of the Company's articles of association with regard to the financial year (attached). Voting on the amendment of article (46) of the Company's articles of association regarding profit distribution (attached).
Voting on the amendment of Article (50) of the company's articles of association regarding the liability claim (attached). Voting on the amendment of Article 52 of the company's statutes in relation to the Companies Act (in the attachment).
Comparison for Audit Committee Charter before and after The Amendment
Approval of minutes from the meetings of the committee members after approval by the chairman of the committee. Participate in and document the committee's meetings, prepare minutes and keep them in a special register. The committee can invite any member of the board, day-to-day management, auditor or others to participate in meetings and provide the necessary relevant information. h).
Comparison of the charter of the audit committee before and after the change. p) The President may authorize the members of the Committee to carry out some of his duties, which he deems appropriate. The Commission is responsible for monitoring the work of the company and ensuring the integrity and correctness of accounting reports and statements and internal control systems. In addition to the other work performed, the Commission must prepare a report within the scope of its powers, in which it expresses its opinion on the adequacy of the organization of internal and financial control and risk management in the company.
May request any explanation or explanation from members of the board or executive management. The commitment also includes maintaining the confidentiality of that information after the termination of membership in the committee, and the independent members of the committee must sign it.
Charter of the Audit Committee Abdullah Al-Othaim Markets Co
Charter of the Audit Committee
Definitions
Article (1): Objective
Article (2): Formation of the Committee & Selection of the Chairman
In the event of a vacant post in the membership of the Committee due to resignation or for any other reason, the Board of Directors may appoint another member to the vacant post who will complete the term of his predecessor. If it is necessary to increase the number of committee members, without exceeding the upper limit during the term of office, the board may appoint one or more committee members and complete the term of the committee's work.
Article (3): Measures and basis of selecting the Committee Members
Article (4): Expiration of Committee Membership
Article (5): Tasks & Responsibilities of the Committee Chairman
If there is a need to increase the number of committee members, without exceeding the upper limit during the term of office, the board of directors may appoint one or more committee members and terminate the committee's mandate. . j) Every year before the start of the year, propose a schedule of meetings and share it with the members. . k) monitoring compliance with the charter and checking the need for updating. . l) Take care of obtaining the necessary signatures on the minutes of the meeting and any resolutions and keeping them in special records. . m) Provide committee members with the agenda for each meeting along with supporting documents and ensure that all members receive any subsequent amendments.
Article (6): Obligations and Responsibilities of the Committee Member
Article (7): Authorities of the Committee
Article (8): Tasks and Responsibilities of the Committee
Ensure that there is cooperation between internal and external auditors without work conflict. . h) Study the report and related notes of the accounts auditor in relation to the financial statements, reflect opinion and follow up implementation. 5. g) Determining the levels of risk acceptance and tolerance, monitoring the risks to which the company may be exposed and the extent to which it faces those risks, carrying out continuous risk assessments, and developing plans and strategies to deal with crises and emergencies. . h) Evaluation of the weaknesses in the company's various activities and operations that may lead to risks and the setting up of corrective action procedures for them. The committee must draw up a report, include details of its performance of its powers and duties and include recommendations and opinions regarding the adequacy of the internal and financial control regulation, and risk management in the company, in addition to the other performed works within the scope of its responsibilities.
The committee will request the board of directors to provide sufficient copies of this report at the company's head office and to publish it on the company's website. Upon publication of the invitation to convene the annual general meeting, this report will be presented to the general meeting and the committee may seek the assistance of an independent external consultant to evaluate the internal control system and provide an opinion on its adequacy.
Article (9): Conflict of Interests
Article (10): Confidentiality of the Committee's work
Article (11): Meetings & Minutes of the Committee
In case of absence, no member shall be relieved of responsibility for resolutions adopted unanimously, unless he expresses a reservation. The committee may convene meetings using technological means that visual or audio conferencing and presence take into account in person. Within the scope of its powers, the commission may ask for help from experts and specialists inside or outside the company, provided that this is included in the minutes of the commission meeting, together with the name of the expert and his relationship to the company. and executive leadership.
Article (12): Agenda & Supporting Documents
Voting on the amendment of the Remuneration Policy for members of the board of directors, commissions and executive management (in the attachment). Comparison of changes in remuneration policy for members of the board of directors, committees and executive management. First: Criteria and basis for rewarding members of the board of directors and commissions.
This member is not entitled to any reward for the period after the last meeting he attended, and he must return all the rewards paid to him for that period, and the company has the right to ask him to return it to give The member's reward is calculated up to the last meeting the member attended before his membership was terminated.
Remuneration policy for members of the Board of Directors, Committees and Executive Management
Abdullah Al Othaim Markets Company
First: The criteria and bases for remunerating the members of the Board of Directors and the committees
The remuneration may be a specific amount, attendance allowance for meetings, or benefits in kind, and it is permissible for everyone to have between two or more of these benefits, in accordance with the regulations set by the competent regulatory
The remuneration should be consistent with the company's strategy and objectives
To provide the bonus for the purpose of urging the members of the board to make the company successful and long-term development, such as linking the variable part of the bonus to long-term performance
To be determined based on the job level, tasks and responsibilities assigned to the incumbent, educational qualifications, practical experience, skills, and level of performance
Taking into account the practices of other companies in determining remuneration, while avoiding the unjustified rise in remuneration and compensation that might result
Aiming to attract professional competencies and maintain their motivation, and not to exaggerate the amount of the reward
The remuneration of the independent board members shall not be a percentage of the profits achieved by the company or be based directly or indirectly on the profitability of the company
A member of the Board of Directors may be granted a remuneration for any additional executive, technical, administrative or advisory tasks or positions assigned to him by the company - under a professional license - in addition to the remuneration he
Second: Executive Management Remuneration
Third: Reward Disbursement Mechanisms
The Board of Directors, based on the recommendation of the Remuneration and Nomination Committee, determines the amount of remuneration, allowances, incentives, or material or in-kind benefits for the members of the Board of Directors and
Fourth: Policy Application and Amendment
Articles Proposed for Amendments to the Articles of Association of Abdullah Al-Othaim Markets Company Article Before the Proposed Amendment Article After the Proposed Amendment.
Articles which suggested for Amendments for Abdullah Al-Othaim Markets Company’s bylaws Article Before the suggested amendment Article after the suggested amendment
The company shares will be circulated in accordance with the Provisions of the Capital Market Regulation. The company shares will be circulated in accordance with the Provisions of the Capital Market Regulation. Each shareholder can nominate himself or any other person to the membership of the board of directors within the limits of his ownership percentage in the company's capital.
In the event that the chairman and members of the board resign, they must call the general meeting to call for the election of a new board. In cases where it deems it appropriate, the board must release the company's debtors from their obligations in accordance with what serves its interest. The chairman has the power to invite the board to a meeting and lead the board meetings and the general meetings of the general meeting.
The Board of Directors meets at least four (4) times per year at the invitation of its Chairman, and the invitation is by any of the appropriate notification methods. The council meeting is not valid unless it is attended by at least half of the members. The meeting of the Council is not valid unless it is attended by at least half of the members (mainly and on behalf).
The board member must notify the board of his direct or indirect personal interests in activities and contracts entered into for the benefit of the company. These minutes are entered in a special register signed by the chairman of the board and the secretary. The board of directors must deliver sufficient copies of this report at the company's premises in sufficient time before the date of the general meeting in accordance with the rules issued by the competent authorities.
The auditor may call a general meeting if the board fails to meet within (30) days of the date requested by the office auditor. If the board does not facilitate the auditor's work, the latter must request the board to invite the general meeting to deal with this matter. The distributed profit is paid out to the shareholders at the place and time specified by the board and in accordance with the instructions of the relevant authority.
The company's services continue to function to the extent that does not conflict with the powers of the liquidators. In all cases, the decision of the general assembly is published in the Gazette.
ةعجارملا ةنجل Audit Committee
