No member of the Board of Directors may serve on the Board of Directors of more than five other common stock (listed) companies. The responsibilities of the Board of Directors must be clearly stated in the Company's articles of association.
RED SEA INTERNATIONAL COMPANY AUDIT COMMITTEE CHARTER
- Financial Statements
- Internal Audit
- External Auditors
- Compliance and Corporate Governance
The Board may decide to re-nominate members of the Committee through the General Assembly for similar periods. 3. votes are tied, the Committee must consider the opinion in which the Chairman of the Committee cast his vote. The Minutes will be kept in a safe place once they have been signed by members of the Committee.
The Nominating and Compensation Committee acts with the direct authority of the Board and under its overall supervision and direction. Committee compensation, if applicable, will be determined by the Committee and then recommended to the Board of Directors for approval.
New Charters
Corporate Governance Charter Red Sea International Company
Article One: Objective
Competencies of the Chairman and Members of the Board of Directors
Work of the Board of Directors
Responsibilities and Functions of Board of Directors and Executive Management
Reducing or increasing the Company's capital
Dissolving the Company before the term specified in the Article of Association or approving its continuity
Use of the Company's statutory reserve
Create reserves or other financial allocations
The method of distributing the Company's net profits
Conflict of interest
Honesty and Trust Principles
Board Member Guidance and Continuing Education
Article Three: Mandatory Committees According to the Corporate Governance Regulations
The Audit Committee
The Nominations and Compensation Committee
Article four: Company’s Committees Formation of Committees
Committees Membership
Discussion of Issues
Committee Meetings
No board member or member of the executive board, other than the secretary of the committee, is entitled to attend its meetings unless called by the committee to hear their feedback or obtain their advice. The committee's meetings must be documented, minutes must be drawn up that include the negotiations, the committee's recommendations and voting results, these minutes must be documented and kept in special protocols with the names of members present and absent as well as any reservations from the board. committee members (if any) and this protocol must be signed by all members present.
Article Five: The Rights related to the meeting of the general assembly
Competencies of the Extraordinary General Assembly
Committee meetings should be documented and minutes should be drawn up recording the committee's deliberations, recommendations and voting results. These minutes must be documented and kept in special records, with the names of members present and absent, and any reservations made by the committee. committee members (if present), and these minutes must be signed by all members present. 10) suspending the pre-emptive rights of shareholders when subscribing to the capital increase in exchange for cash or giving priority to non-shareholders in cases determined in the interests of the Company, if the Company's articles of association provide for this. The Extraordinary General Meeting may issue decisions that fall within the powers of the Ordinary General Meeting, provided that these decisions are taken in accordance with the issuance requirements of the resolutions of the Ordinary General Meeting which require that an absolute majority of the shares at the meeting is represented.
Competencies of the Ordinary General Assembly
12) use of the Company's consensual reserve, if it has not been set aside for a specific purpose, provided that the use of this reserve is based on a proposal presented by the Board and is used in ways that benefit the Company or shareholders. 13) the formation of reserves other than the statutory reserve and consensual reserve and their disposal. with article (129) of the Law on commercial companies. 15) approving the sale of more than (50%) of the Company's assets, either in one or several transactions within a period of 12 months from the date of the first sale transaction. In case the sale of these assets includes what is within the powers of the Extraordinary General Assembly, the approval of the said Assembly is required.
Shareholders' Assembly
The Company may change the agenda of the General Meeting within a period between the publication of the announcement referred to in paragraph (d) of this article and the date of convening of the General Meeting, provided that the Company announces this as indicated by the official authorities. and the Capital Markets Authority in this regard. The meetings of the General Meetings of shareholders may be convened and shareholders may participate in their deliberations and vote on their resolutions using methods of contemporary technologies in accordance with the Regulatory Rules and Procedures issued under the Companies Act relating to listed joint stock companies. The Board of Directors will endeavor to facilitate the participation of the largest possible number of shareholders in the meetings of the General Meeting, including choosing the appropriate place and time for such a meeting.
The Agenda of the General Assembly
Shareholders are given the opportunity to participate and effectively vote in the meetings of the General Assembly.
Article Six: Management of the Shareholders' Assembly
Shareholders have the right to discuss topics on the agenda of the General Meeting and to ask relevant questions to the members of the Board of Directors and to the external auditor. Shareholders have access to the minutes of the General Meeting; and the Company shall provide the Authority with a copy of such minutes within (10) days of the date of such meeting. The company will announce the results of the General Meeting to the public immediately after its conclusion and inform the Authority and the market, in accordance with the regulations established by the Authority.
Article Seven: Disclosure and Transparency
The board or the external auditor will answer the questions raised by the shareholders to the extent that it does not endanger the interests of the Company. The Board of Directors and the Executive Management of the corporation are obliged not to discriminate between the shareholders and not to hinder any of their legal rights. The Board of Directors, Executive Management and relevant departments are obliged to allow all shareholders to exercise their rights, whether in relation to shares, or their access to information, or receiving profits and their rights in connection with the meeting of the general assembly of the corporation, according to the rules and regulations issued by the Ministry of Trade and the Capital Market Authority.
Article Eight: Professional Conduct and Moral Values
Article Nine: Regulation Implementation and Review
Article Ten: Enforcement
Audit Committee Charter
Red Sea International Company
This charter aims to organize the work of the Audit Committee by defining its roles, powers and responsibilities, in addition to the controls and procedures for its work, the rules for the selection of its members, and their nomination process, in light of the rules governing the Audit Committees of listed joint-stock companies and determined in the Companies Act, and the Corporate Governance Regulations issued by the Capital Markets Authority.
Article Two: Formation of the Committee
Having any of the diseases that prevent him from performing his duties in the committee or his death. Conviction of an act of dishonor or dishonesty, forgery or violation of the laws and regulations of the Kingdom of Saudi Arabia or of any other country. If the position as a member of the committee becomes vacant due to one of the previous cases or others during the membership period, the board can temporarily appoint a member to the vacant position, if he/she is among those who fulfill subsection selection criteria set out in the charter herein, subject to the appointment being submitted to the shareholders at the earliest convened general meeting for approval.
Article Three: Duties and Responsibilities of the Committee Financial reports
Dismissal, without prejudice to the Company's right to compensation if the dismissal occurred at an inappropriate time. Review the Company's financial policies and present opinions and recommendations in this regard to the Board of Directors. The committee shall validate the implementation of this mechanism by conducting an independent investigation commensurate with the extent of the misconduct or abuse and establishing appropriate follow-up procedures.
Internal audit department
Establish a mechanism that allows Company employees to confidentially submit their observations regarding any abuse in financial or other reports.
Reviewing the Internal Control System
External Auditor
Ensuring Compliance
Article four: Committee powers
Article Five: Committee work rules Functions of the Committee Chairman
Duties of the Committee Secretary
Duties of the Committee Member
Committee's Meetings
A member of the committee may delegate another committee member to attend on his/her behalf and vote on the matter discussed by the committee. A member of the committee who is present in person may not represent more than one member at the same meeting. The committee's decisions are taken by majority vote among the members present, and in the event of a tie, the side with which the chairman of the committee voted takes precedence.
Committee’s work Follow-up
And in the event that the chairman of the committee cannot attend, he is entitled to delegate one of the members of the committee to preside over this meeting, and in the event that the chairman of the committee does not delegate who will preside over the meeting, members choose from among them who who leads the meeting. None of the members of the Board of Directors or the Executive who are not members of the Committee shall have the right to attend the meetings except upon an invitation from the Committee to take or listen to his opinion or obtain his advice. A member of the Committee shall have the right to object to any decision taken by the Committee, provided that his objection is recorded in the minutes of the meeting of the Committee with reasons for his objection.
Documentation of Committee Meetings
The meeting of the committee is quorum if half or the majority of the members, whichever is more, are present. After the comments received by the members of the committee have been included in the minutes, and after confirmation by the chairman of the committee, the secretary of the committee sends the final draft to the members of the committee for confirmation at the next meeting of the committee. The minutes of the meeting are kept as an attachment to the agenda of the meeting, and all important documents are kept in the minutes, which are signed by the chairman of the commission and its secretary.
Committee's Work Evaluation
Article Six: The Committee's Report to the General Assembly
Article Seven: Confidentiality of the Committee’s Work
Article Eight: Conflict of Interests
Article Nine: Remunerations of Committee Members
Article Ten: Regulation Implementation and review
Article Eleven: Enforcement
Nomination & Compensation Committee Charter
Supervision of rewards and incentives for employees of Red Sea International Company and monitoring of their implementation. Overseeing the appointment process for board membership, committee membership and executive leadership and ensuring it is linked to performance. Article Two: Rules for the selection of members of the Nomination and Compensation Committee, how to propose them and the duration of their membership.
Article Two: Rules for Selecting Members of the Nomination and Compensation Committee, How to Nominate Them and the Term of their Membership
Article Three: Committee's Roles and Competencies
First: With regard to Nominations
Analyzing and assessing succession or job replacement plans for the company in general, and for the Board of Directors, the CEO and senior managers in particular. Providing training and introducing new members to the Board of Directors and Subcommittees on the Company's objectives and performance, so that they can carry out their work with the required efficiency. Assisting the Board of Directors in establishing and assessing the organizational structure of the Company and the operating model that governs the relationship between the parent company and its subsidiaries.
Second: With Regard to Remunerations
Article Four: Competence of the Committee
The Company will bear any costs necessary for the committee to carry out its work.
Article Five: Committee meetings, controls and procedures
Article Six: Remunerations of Committee Members
Article Seven: Committee's Secretary Duties
Article Eight: Regulation Implementation and review
Article Nine: Enforcement
