Nomination and Remuneration Committee CHARTER ARTICLE BEFORE
AFTER
Article II:
Membership A • The general assembly of •
the company, based on a proposal from the Board of Directors, shall issue the work regulations of the committee, provided that these regulations shall include the controls and procedures of the committee’s work, its tasks, the rules for selecting its members, the term of their membership, and their remunerations .
• Committee members are • appointed by the Council by
majority vote .
• The committee consists of • three members, and when it is formed, its members must be independent members of the Board. It is permissible to seek the assistance of non-executive members or persons who are not members of the Board, whether they are shareholders or others, provided that the Chairman of the Committee is an independent member .
• The number of members • must not be less than three
and not more than five .
• The duration of the • committee's work should not exceed the term of the board of directors, and the membership of the committee member ends if he is a member of the board of directors with the termination of his membership in the board of directors, or with his voluntary resignation from
• The company's general • assembly, based on a proposal from the Board of Directors, shall issue the committee's work regulations, provided that these regulations include the controls and procedures of the committee's work, its tasks, the rules for selecting its members, their membership term, and their remunerations .
• The committee shall be • formed by a decision of the Board of Directors of the company from non- executive members of the Board of Directors, provided that at least one of them is an independent member .
• The number of members • must not be less than three
and not more than five .
• The duration of the • committee's work should not exceed the term of the board of directors, and the membership of the committee member ends if he is a member of the board of directors with the termination of his membership in the board of directors, or with his voluntary resignation from the committee. As for the committee member who is not a member of the board of directors, his membership ends with his resignation or The committee term ends, and the board of directors has
the committee. As for the committee member who is not a member of the board of directors, his membership ends with his resignation or The committee term ends, and the board of directors has the right, at its discretion, to remove any member of the committee, and the committee members may be re-appointed upon the end of their membership .term
• The committee members • shall appoint a committee
chairman by majority vote .
• The committee chairman • has the right to appoint any of the committee members as his deputy to chair the committee meetings in his absence, and the committee vice-chairman must be a member of the committee .
• Committee members may • be dismissed with or without cause by the Board of Directors at any time according to the vote of the majority of the Board members .
More about this source text • Source text required for additional translation information Send feedback • Side panels • the right, at its discretion,
to remove any member of the committee, and the committee members may be re-appointed upon the end of their membership .term
• The committee members • shall appoint a committee
chairman by majority vote .
• The committee chairman • has the right to appoint any of the committee members as his deputy to chair the committee meetings in his absence, and the committee vice- chairman must be a
member of the committee .
• Committee members •
may be dismissed with or without cause by the Board of Directors at any time according to the vote of the majority of the Board members .
Article V:
Powers of the Committee:
(Paragraph 1) .1
The Committee has the powers to make recommendations on the remuneration policy for Board members and senior executives.
.1 The Committee has the powers to set a clear policy on the remuneration of Board members and senior executives.
Article VI:
Nomination 1. Proposing clear policies and
criteria for membership in the Board of Directors and executive management.
1. Proposing clear policies and criteria for membership in the Board of Directors and executive management.
2. Recommending to the Board of Directors to nominate for membership of the Board and re-nominate them in accordance with the approved policies and standards, taking into account not to nominate any person who has previously been convicted of a crime involving moral turpitude or dishonesty.
1. Prepare a description of the capabilities and qualifications required for membership of the Board of Directors and fill executive positions.
2. Advising the Board of Directors regarding the selection of senior executives with appropriate qualities and qualifications for the Company's operational processes.
3. Review the structure of the Board of Directors and executive management and make recommendations regarding changes that can be made.
4. Ensure on an annual basis the independence of independent members, and the absence of conflict of interest if the member is a member of the board of directors of another company.
5. Annual review of the necessary needs for appropriate skills or experience for board membership and executive management functions.
6. Establish special procedures in the event of a vacancy in the position of a member of the Board of Directors or senior executives.
7. Identify the weaknesses and strengths of the Board of Directors, and propose solutions to address them in 2. Recommending to the Board of
Directors to nominate for membership of the Board and re-nominate them in accordance with the approved policies and standards, taking into account not to nominate any person who has previously been convicted of a crime involving moral turpitude or dishonesty.
1. Prepare a description of the capabilities and qualifications required for membership of the Board of Directors and fill executive positions.
2. Advising the Board of Directors regarding the selection of senior executives with appropriate qualities and qualifications for the Company's operational processes.
3. Review the structure of the Board of Directors and executive management and make recommendations regarding changes that can be made.
4. Ensure on an annual basis the independence of independent members, and the absence of conflict of interest if the member is a member of the board of directors of another company.
5. Annual review of the necessary needs for appropriate skills or experience for board membership and executive management functions.
6. Determine the time that the member must allocate to the work of the Board of Directors.
7. Develop job descriptions for executive, non-executive members, independent members and senior executives.
accordance with the interest of the company.
8. The committee supervises the preparation of an induction program for new members.
The Committee recommends • to the Board of Directors to approve and supervise the Board's annual self-assessment processes, which can be done through the Committee or through the assistance of a third third party.
8. Establish special procedures in the event of a vacancy in the position of a member of the Board of Directors or senior executives.
9. Identify the weaknesses and strengths of the Board of Directors, and propose solutions to address them in accordance with the interest of the company.
10. The committee supervises the preparation of an induction program for new members.
The Committee recommends • to the Board of Directors to approve and supervise the Board's annual self- assessment processes, which can be done through the Committee or through the assistance of a third third party.
Article VII:
Remuneration (Paragraph 4) 1. Preparing a clear policy for the
remuneration of the members of the Board and members of the committees emanating from the Board and the executive management and submitting it to the Board of Directors for consideration in preparation for approval by the General Assembly, provided that such policies take into account the adoption of standards related to performance, disclosure and verification of their implementation.
2. Clarify the relationship between the bonuses granted and the applicable remuneration policy, and indicate any material deviation from this policy.
3. Periodically review the remuneration policy and evaluate its effectiveness in achieving its objectives.
1. Preparing a clear policy for the remuneration of the members of the Board and members of the committees emanating from the Board and the executive management and submitting it to the Board of Directors for consideration in preparation for approval by the General Assembly, provided that such policies take into account the adoption of standards related to performance, disclosure and verification of their implementation.
2. Clarify the relationship between the bonuses granted and the applicable remuneration policy, and indicate any material deviation from this policy.
3. Periodically review the remuneration policy and evaluate its effectiveness in achieving its objectives.
4. When setting the remuneration policy, Article Sixty-two of the Corporate Governance Regulations shall be taken into account.
.1 Recommending to the Board of Directors the remuneration of the members of the Board, the committees emanating from the Board and the senior executives of the company in accordance with the approved policy .
1. When setting the
remuneration policy, Article Fifty-nine of the Corporate Governance Regulations shall be taken into account.
.1 Recommending to the Board of Directors the remuneration of the members of the Board, the committees emanating from the Board and the senior executives of the company in accordance with the approved policy.
Article XIII:
Periodicity of Meetings (Paragraph A) The Committee shall meet at أ)
least once a year, and additional meetings may be scheduled as the members or the Chairman of the Committee deem appropriate when necessary.
The Committee shall meet at least every six months, and additional meetings may be scheduled as the members or the Chairman of the Committee deem appropriate when necessary
.
Article XVI:
Effective Date:
(Paragraph 2) 1. This policy comes into practice
after its approval by the Board and its approval by the General Assembly.
.1 Any amendments to this policy are the prerogative of the Board of Directors under the authorization of the General Assembly of Shareholders, provided that such amendments are in accordance with the laws and regulations of the relevant authorities.
1. This policy comes into practice after its approval by the Board and its approval by the General Assembly.
.1 Any amendments to this policy are the prerogative of the General Assembly of Shareholders, provided that such amendments are in accordance with the laws and regulations of the relevant authorities.
