2 Vote on the report of the Company's accountant for the financial year ending December 31, 2022. 4 Vote on the discharge of the obligations of the members of the Board of Directors for the financial year ending December 31, 2022. 5 Vote on the policy and the procedures for the Selection and appointment of directors and members of the committees.
The report includes the committee's opinion on the adequacy of the company's internal control and financial systems, as well as the committee's activities within its mandate. The Audit Committee reviewed the company's quarterly and annual accounts, discussing key issues with the company's financial management and external auditors. They also received confirmation from the auditors that there were no significant concerns about the fairness of the company's financial statements.
The committee recommended the nomination of the company's auditors to the board and the general meeting. After studying the offers presented, the company's general meeting approved on 29 Dhu al-Qa'dah 1443 AH, corresponding to 28 June 2022. The committee also assessed the adequacy of efforts to improve the company's compliance and reviewed the main reports from the regulatory authorities .
Voting on the policies and procedures for the selection and appointment of directors and committee members.
DEFINITIONS
P URPOSE OF THE P OLICY
The purpose of establishing this policy is to serve as rules of procedure and as a guide defining the general and specific standards for selecting and appointing candidates for membership on the board of directors of the United Cooperative Insurance Company, both executive and non- executive. as members of committees of the board of directors or of external parties who must have the appropriate knowledge, skills and experience, who must contribute to the effectiveness of the work of the board of directors and who must provide appropriate leadership that contributes to the success of the company and its activities. As a general principle, it should be taken into account that the members of the company's board of directors or committees must be qualified to perform the tasks entrusted to them and must have a clear understanding of the role required of them. They must also have the ability to exercise sound and objective judgment on all matters of the company, its activities and its activities.
In order to achieve the elements of integration in building and forming the company's board of directors and its committees, and the degree of their effectiveness in performing their duties, the members of the board of directors and its committees, both collectively and individually, have the right professional, managerial, operational, financial experience and distinctive personal qualities. As a primary requirement, it must be taken into consideration that each member of the company's board of directors and committee members must be individuals of distinguished reputation, integrity, high competence and the ability to take responsibility. In addition, they must be able to oversee, monitor and guide the company's affairs to achieve strategic goals and adhere to all regulations, laws and instructions of the Saudi Central Bank (SAMA) and other regulatory authorities.
J URISDICTION OF THE N OMINATION AND R EMUNERATION C OMMITTEE
PROCEDURAL STANDARDS IN THE SELECTION AND APPOINTMENT OF BOARD MEMBERS
- T HE C OMPANY ' S B OARD OF D IRECTORS
- N OMINATION FOR M EMBERSHIP
- B OARD AND C OMMITTEE M EMBER Q UALIFICATIONS
- E VALUATION AND S ELECTION
- G ENERAL R EQUIREMENTS
- R EQUIREMENTS RELATED TO THE FORMATION OF THE B OARD OF D IRECTORS AND ITS COMMITTEES
- Requirements related to the Company's Board of Directors
- Requirements related to the Audit Committee
- Requirements related to the Nominations and Remuneration Committee
- Requirements related to the Executive Committee
- Requirements related to the Risk Committee
- S PECIFIC REQUIREMENTS FOR B OARD MEMBERSHIP
- A PPROVAL OF THE S AUDI C ENTRAL B ANK (SAMA) AND NOTIFICATION OF SUPERVISORY AUTHORITIES
- A PPOINTMENT OF MEMBERS OF THE B OARD OF D IRECTORS
- F AMILIARIZING THE MEMBERS OF THE B OARD OF D IRECTORS AND COMMITTEES WITH THE C OMPANY ' S AFFAIRS
- T RAINING OF B OARD OF D IRECTORS AND C OMMITTEES MEMBERS
- R EMUNERATION OF B OARD MEMBERS AND COMMITTEES
- E VALUATION OF THE B OARD AND C OMMITTEE W ORK
- C OMMITMENT TO DEDICATING TIME
- C ONFLICT OF INTERESTS
- P RIVACY AND C ONFIDENTIALITY OF I NFORMATION AND D EALING S YSTEM
- C ONFIRMATION OF I NDEPENDENCE A SPECTS
- A TTENDANCE AT B OARD M EETINGS AND ITS C OMMITTEES
- S UCCESSION P OLICY
- I MPLEMENTING THE S UCCESSION P OLICY
A summary of the financial results achieved by the company in each year of membership. Do not accept nomination from anyone who is at the same time a member of the Board of Directors of an insurance company licensed in the Kingdom. The Chairman of the Board of Directors and his alternate will be non-executive members (and their appointment will require the approval of the Saudi Central Bank (SAMA)).
The independence and separation of the positions of Chairman of the Board and his Deputy from the Chief Executive Officer (Managing Director) of the company. The Board will have diversity in terms of qualifications, knowledge, experience and skills in various business fields and sectors of the company's business. The audit committee will be chaired by an independent member of the board.
The Chairman of the Board of Directors of the Company shall not be the Chairman of the Committee. A member of the committee shall not also be a member of the board of directors or audit. The Ordinary General Meeting can dismiss all or some members of the Board at any time.
The new board members should be provided with a document that defines their duties, responsibilities and contractual obligations that govern their relationship with the company. The evaluation process can be entrusted to the nomination and remuneration committee or with the participation of independent members of the board. The overall contribution to the work of the board and its committees in the company.
The board of directors is also responsible for supervising the activities of the company's senior management and overseeing risk aspects. Organizing the disclosure process for members of the board of directors and executive management by establishing a special record of disclosures and updating it periodically, v. The board of directors may request periodic reports from the executive management regarding the implementation of delegated powers.
The work of the company's board of directors and its committees requires members to devote sufficient time to fulfilling their duties and responsibilities. As set out in the company's governance document, members classified as independent members of the company's board of directors must submit an annual written confirmation to the board of directors and the nomination and remuneration committee of their independence. Controlling the development of the company's management rules and monitoring their implementation by the executive management.
Each member of the Board and its subcommittees must attend at least 75 percent of the company's board meetings and/or committee meetings each year.
