Held various leadership positions in Saudi Aramco including Vice President of Petroleum Engineering &. Held various leadership positions in Saudi Aramco, including Head of Industrial Relations, and Executive Vice President.
Audit Committee Members who are not Board Members
Ibrahim Shukri Board member of Saudi Telecom Company, Saudi Electric Company, Saudi Agricultural and Livestock Company. Professional qualification of Chartered Accountant of the Institute of Chartered Accountants, England and Wales and Chartered Public Accountant (CPA) of the Hong Kong Institute of Chartered Public Accountants.
Executive
Management
Executive Management
Joined Ma'aden in 2008 as a project manager and held various leadership roles in Ma'aden. Joined Ma'aden in 2007 as an ISBL Project Manager and held various leadership roles in Ma'aden.
Names of the
Board of Directors membership
E. Yasir bin Othman
E. Suliman bin Abdulrahman
Chemicals Association, Saudi Aramco Total Refining & Petrochemical Company (SATORP), SABIC, Saudi Aramco Mobil Refinery (SAMREF), Yanbu Aramco Sinopec Refining Company (YASREF. Saudi Aramco – KAUST Partnership Committee, KFUPM Collaboration Oversight Board, Saudi Aramco Jubail Refinery Company ( SASREF), Adviescommissie Dhahran Techno Valley (DTVC).
Composition of the Board and classification of its members, as follows
Executives, Non-Executive Director, or Independent Director
Procedure taken by the Board to inform its members, Non-Executive Directors in particular, of the shareholders’
Procedure taken by the Board to inform its members, especially non-executive directors, of the shareholders. In accordance with the Articles of Association of the Company and the General Management Framework approved by the General Meeting, the Board is obliged to form sub-committees with specific powers specified in each Committee Charter. The following committees are established by the Board of Directors: the Audit Committee, the Nomination and Remuneration Committee, the Executive Committee and the Safety and Sustainability Committee.
Each committee has its own regulations, on the basis of which its tasks, duration and working methods are determined.
A brief description of the competencies
The Audit Committee shall study matters relating to or referred to it by the Board of Directors and shall submit its recommendations to the Board of Directors for a decision or make decisions if authorized to do so. The Committee will monitor the Company's business and verify the integrity and correctness of its reports, financial statements and internal control systems. Consider the Company's financial statements before submitting them to the Board of Directors and announcing the Company's interim financial statements.
Consider the company's applicable accounting policies and express opinions and recommendations thereon to the Board of Directors. Recommend to the Board of Directors the appointment and dismissal of the external auditor, determining their compensation and evaluating their performance after verifying their independence and reviewing their scope of work and the terms of their contracts. Review the results of regulatory body reports and check whether the company has taken the necessary measures in this regard, and check whether the company complies with relevant laws, regulations, policies and instructions.
The Nomination and Remuneration Committee exercises all powers assigned to it and reports to the Board of Directors. Recommend to the board of directors regarding the remuneration of the board of directors and its committees and the company's senior executives.
Nomination and Remuneration Committee
The Executive Committee exercises all powers assigned to it and reports to the Board of Directors. Review the company's strategies and goals and make recommendations to the board of directors in this regard. It reviews the proposed annual operating and financial budgets and submits its recommendations to the Board of Directors in this regard.
Executive Committee
The Safety and Sustainability Committee exercises all the powers assigned therein to report to the Board. Assist the Board in monitoring strategies, policies, administrative processes and company performance in the areas of safety, health, environment and sustainability, and reduce losses resulting from employee and contractor injuries. Review the suitability and make recommendations to the Nomination and Remuneration Committee in relation to metrics for the safety component of the short-term incentive plans for the Executive Board.
Safety and Sustainability Committee
Where applicable, the means used by the Board to assess its performance,
Disclose the
The Board Secretariat calculates the remuneration of the Board and its committees in accordance with the approved Remuneration and Remuneration Policy, and submits it to the Nomination and Remuneration Committee, which endorses and recommends this remuneration to the Board, to be approved by the General Meeting .
The Remuneration and Compensation policy also determined the Remuneration
Board and Committees
Members’ Remuneration Policy
Independent Members
Non – Executive Members
Executive Members Mr. Robert Wilt
Allowances for attending Committees’ meetings (continued)
5,016,602 SAR
Executive remuneration policy
In accordance with the approved remuneration policy, the total remuneration of directors is linked to the performance of the Company, including a variable remuneration program for directors consisting of a Short-Term Incentive Plan (STIP) and a Long-Term Incentive Plan with a maximum limit. Human Resources calculates incentives based on the company's approved policy and recommends it to the Nomination and Remuneration Committee. The Committee approves the incentives according to the performance measures and the Company discloses this in its annual report to the Board of Directors.
The table below shows the remuneration and remuneration paid to the five senior employees who have received the highest remuneration from the company, including the CEO and the CFO. The company seeks to prevent the risks associated with the detailed disclosure, governed by discretion.
Any punishment, penalty, precautionary procedure or preventive measure imposed on
Results of the annual review of the effectiveness of the internal control procedures
Group Internal Audit
The Audit committee’s recommendation on the
There are no conflicts between the audit committee's recommendations and the board's decisions.
The Audit Committee’s
Ma'aden focuses its social investment efforts on the communities surrounding its business locations, especially in remote areas, which are mostly remote villages and estates, far from the urban wave and where there are fewer development opportunities compared to major cities. Ma'aden's contributions are mainly focused on the area of education and job creation, business development for the residents of these communities, in addition to other development areas. Ma'aden has worked hard to develop plans and strategies that include supporting, contributing and educating the surrounding communities in his work.
Details of the Company’s social contributions
Details of Social Investments 2022
A list of the dates of the general assembly meetings in the last financial year and the names of the board members who attended them.
A list of the dates of the General Assembly meetings held during the last fiscal year and the names of the Board members who attended them
A description of the main scope of business of the Company and its affiliates. If there are two
A description of the Company’s significant plans and decisions (including changes to the structure,
Focus on excellence
17 Information on any risks facing the Company (operational, financial or market related) and the
Ma’aden Group Risks
ERM Policy & Framework (2022)
Business Units, Shared Services and Corporate Functions Risk Assessments
BCM Certification (ISO 22301)
Technology
People, Training and Development Initiative
ESG & Social License to Operate
Ma'aden could be exposed to reputational risk from failure to meet our ESG commitment or from misreporting and/or restating results. Over the years, Ma'aden has implemented robust corporate governance, corporate conduct, asset integrity and HSE systems and processes and will continue to improve this in line with any changes to regulatory and compliance frameworks in the countries in which it operates. Saudi Arabia is sparsely populated, and our mines are mostly located away from large population centers.
However, there are local communities around our mines and facilities, and it is important for Ma'aden to secure the consent and support of the local communities. Although there is no risk of displacement with current projects and those under consideration, local communities may be affected by the presence of our industrial activities, triggering complaints from them.
Commodity Price Fluctuations
Talent Management
Ma’aden Top Risks
- New Project Delivery
- Supply Chain Disruptions
- Operational Disruptions
- Safety
- Cybersecurity
Ma'aden's success depends on its efficient operations and ensuring adequate supply chain management measures are in place. Ma'aden faces challenges on multiple fronts when it comes to effectively addressing supply chain risks. Ma'aden has developed effective risk management and business continuity plans to manage potential supply chain disruptions affecting our imports of equipment, spare parts, raw materials and exports of our product.
Any restrictions on water supply or added cost to Ma'aden for the supplied water will have a negative impact on production and costs. To mitigate this risk, PSC maintains a generation capacity significantly greater than Ma'aden's needs. Ma'aden also maintains access to the SEC's power grid that can be activated in the event of outages or power outages of the SWCC plant.
Ma'aden's factories in Ras Al-Khair are located next to a world-class desalination plant. Ma'aden has offset this threat by implementing extensive awareness among its employees, safeguards, firewalls and other protections built into its systems. Ma'aden continues to invest in enhancing cybersecurity capabilities and technologies to protect our assets.
A summary in a form of table or graph showing the Company’s assets, liabilities and results of the last five fiscal years or since the incorporation date, whichever is shorter
Consolidated statement of financial position for the last 5 years
Consolidated statement of profit or loss and other comprehensive income for the last 5 years
Clarification of differences of operating results (sales and production) of strategic business units and their products of 2022 and 2021
Any inconsistency with the standards approved by the
Name of each affiliated company, its capital, the ownership percentage of the company, the main business activities, the country of domicile and the country of incorporation.
Name of each affiliate Company, its capital, the Company’s ownership percentage, the main scope of business, country of operation and country of incorporation
Details of shares and debt instruments issued for each affiliate Company
The Ordinary General Assembly may decide to terminate this reserve when this reserve reaches (30 percent) of the paid-up share capital. The Ordinary General Assembly, with the proposal of the Board of Directors, may save a percentage of the annual profits to form a statutory reserve for a purpose or purposes determined by the General Assembly. The Ordinary General Assembly may decide to form additional reserves, to serve the interests of the company or to ensure the distribution of fixed profits as much as possible to the shareholders.
The Assembly can also deduct from the net profit amounts to establish social institutions for the Company's employees or to help the existing ones. Subject to the provisions set out in Article (20) of the Company's Articles of Association and Article (76) of the Corporate System; if the compensation is a certain percentage of the Company's profits, this percentage must not exceed (10 percent) of the reserves determined by the General Meeting in application of the provisions of the Company's. The Ordinary General Meeting may, on the proposal of the Board of Directors, decide to distribute the remaining amount (if any) to the shareholders as an additional part of the profit.
A description of the dividends distribution policy
A description of each interest in a class of voting stock held by persons (other than those of the Company).
A description of any interest in a class of voting shares held by persons (other than the Company’s
Board of directors
A description of any interest, contractual securities or rights issue of the Board Members and senior executives and their relatives on shares or debt instruments of
Executive Management
A description of the class and number of any convertible debt instruments,
Description of any
The number of Board meetings held during the last fiscal year, their dates and the attendance record of each meeting listing the names of the attendees
The number of committee meetings held in the last financial year, their dates and a record of attendance at each meeting, indicating the names of the participants.
Numbers of Company’s requests of shareholders records, dates and reasons thereof
A description of any transaction between the Company and any
34 Information relating to any business or contract to which the Company is a party and in which.
34 Information relating to any business or contract to which the Company is a party and in which
A description of any arrangement or agreement under which a director or a senior executive of
36 A description of any arrangement or agreement under which a shareholder of the Company has
A statement of the value of any paid and outstanding statutory payment on
Ownership houses program
Saving program
38 A statement as to the value of any investments made or any reserves set up for the benefit of the employees of the Company
The Board of Directors Declarations
If the external auditor’s report contains reservations on the annual financial
If the external auditor’s report contains reservationson the annual financial
If the Board recommended replacing the external
42 Information relating to any competing business with the Company or any of its
If there are no such competing businesses, the Company must submit a statement
Thank You
