Membership policies and standards in the Board of
Directors
Table of Contents
Article Description Page No.
Article 1 : Preface 3
Article 2 : Membership policies and standards in the Board of
Directors 3
Article 3 : The right of the shareholder to run for membership of
the Board of Directors 3
Article 4 : Conditions for candidacy for membership of the Board
of Directors 4
Article 5 : Nomination procedures for membership of the Board
of Directors 4
Article 6 : Responsibility of the candidate for membership of the
Board of Directors 4
Article 7 : Duties of the independent member 5 Article 8 : Review, publication and access 5
Article 01:Preface
Policies, standards and procedures have been prepared for membership in the Board of Directors of Makkah Construction and Development Company, a Saudi joint stock company, in accordance with paragraph (3) of Article 22, which states as follows: preparing clear and specific policies, standards and procedures for membership in the Board of Directors - in a manner that does not conflict with the mandatory provisions of this regulation - and putting them into effect after approval by the General Assembly (No, of the Corporate Governance Regulation issued by the Capital Market Authority).
Article 02: Membership policies and standards in the Board of Directors
1- The company is managed by a board of directors consisting of (11) eleven members elected by the General Assembly for a term not exceeding three years. They may be re-elected unless the company's basic regulations provide otherwise.
2- The majority of the members of the Board of Directors must be non- executive members.
3- The number of independent members shall not be less than two members or one third of the members of the Council, whichever is higher.
4- A board member must not serve on the board of directors of more than five joint stock companies listed on the market at the same time.
5- A board member must have educational qualifications, appropriate professional and personal skills, level of training, and practical experience related to the company's current and future activities, management, economics, accounting, law or governance, as well as the desire to learn and train.
6- He should not have a health barrier that prevents him from exercising his duties and competencies.
7- The member must commit to allocating sufficient time to carry out his duties in the company.
Article 03: The right of the shareholder to run for membership of the Board of Directors
• Every shareholder in the company has the right to nominate himself or others for membership of the Board of Directors in accordance with the provisions of the Companies Law, membership policies, standards, procedures and executive regulations.
Article 04: Conditions for candidacy for membership of the Board of Directors
A board member must have the necessary professional competence with the necessary experience, knowledge, skill and independence to enable him to exercise his duties efficiently and efficiently. When nominating board members, the Remuneration and Nomination Committee shall take into account the
requirements decided by the Capital Market Authority, as well as the terms and conditions set out in this regulation, which are as follows:
1- The candidate for membership of the Board of Directors must have a good reputation and reputation.
2- The candidate must not have previously been subject to judicial rulings in a crime that violates honor or honesty.
3- The candidate must not have been previously sentenced to bankruptcy
4- The candidate must not have previously been subject to judicial rulings due to fraud, fraud, violation of corporate regulations, or money laundering.
5- The candidate must not have been previously ruled unfit to serve as a board member of a company or act to manage or facilitate the management of any company.
6- The candidate should not be a government employee except those appointed by the sectors of the State.
7- It is preferable that the candidate for membership of the Board of Directors has held or still holds a leadership position in which he has practiced strategy development and decision-making.
8- The candidate must submit within the period stipulated in paragraph (1) of Article 5 of this Regulation a written request signed by him to the company's management. The application shall include a description of the candidate's experience, qualifications, skills, jobs and previous and current memberships
Article Five: Nomination procedures for membership of the Board of Directors
1- The nomination announcement is posted on the company's website, the market website and in any other means specified by the authority in order to invite those who wish to run for membership of the Board of Directors, provided that the candidacy is open for at least one month from the date of the announcement.
2- Information about candidates for membership of the Board of Directors is announced on the market website when the General Assembly is published or invited. This information includes a description of the candidates' experiences, qualifications, jobs and previous and current memberships. A copy of this information is provided in the company's main center and website.
3- Cumulative voting is used in the election of the board of directors, so that the voting right of a share may not be used more than once.
4- Voting in the General Assembly shall be limited to candidates for membership of the Board of Directors whose information has been made public in accordance with paragraph (2) of this Article.
5- The candidate shall disclose to the company's board of directors and to the General Assembly any cases of conflict of interest in accordance with the procedures prescribed by the Capital Market Authority, including the following:
6- The existence of a direct or indirect interest in the business and contracts carried out for the company that wishes to run for membership of its board of directors.
7- His participation in a business that would compete with the company, or compete with it in one of the branches of its activity.
Article 06: Responsibility of the candidate for membership of the Board of Directors
• The candidate for membership of the Board of Directors must represent all shareholders. He must exercise care and loyalty in managing the company and everything that will protect its interests, develop it and maximize its value.
Article 07: Duties of the independent member
• To provide an independent opinion on strategic matters, company policies and performance, and to appoint executive members.
• Ensure that the interests of the company and its shareholders are taken into account and put them in priority in the event of any conflict of interest.
• Supervising the development of the company's governance rules and monitoring the implementation of them by the executive management.
Article 08: Review, Publication and Enforcement
1- This regulation is subject to annual review and must be updated when new instructions or regulations related to policies, standards and procedures for membership in the Board of Directors are issued by the competent authorities, provided that the amendment of the regulation is approved by a decision of the General Assembly of the Company.
2- This regulation is complementary to the company's governance regulations and statutes.
3- This regulation shall be effective in accordance with the decision adopted by the General Assembly.
4- This regulation is published on the company's website to enable shareholders and stakeholders to view it
