To the chairman and the members of the board of directors ıلإ CC audit committee members, deputy head of internal audit ıلإ ةخسن Subject. If the consideration constitutes a certain percentage of the company's profit, this percentage must not exceed (10%) of the net profit after deducting the reserves adopted by the general meeting in accordance with the provisions of the Act on Supervision of Cooperative Insurance Companies. , the Companies Act and the articles of association, and after distributing profits to shareholders of at least (5%) of the company's paid-up capital, provided that the right to this remuneration is proportional to the number of meetings attended per the board member, and any estimate to the contrary is considered invalid. 4-1 This policy applies to the members of the board of the Society for Co-operative Insurance ("the Company") as well as members of its board committee during their term of membership.
5-5 The regulatory controls and procedures issued to implement the Companies Act for listed public limited companies issued by the Capital Market Authority. 5-6 The Guidelines on the Regulatory Controls and Procedures issued to implement the Companies Act for Listed Public Limited Companies issued by the Capital Market Authority. 6-2 Members of the Committees of the Board of Directors: Members of the committees arising from the Board of Directors and to which this Policy applies.
6-3 Committee: The Committee for Appointments and Remuneration in Zadružna zavarovalnica, which is one of the committees of the Board, whose members are appointed by the Board of Directors. The Nominations and Remuneration Committee must consider the following criteria when determining and paying the remuneration received by the members of the Board of Directors and its committees. 7-4 take into account the complexity of the insurance business, the scope of the company's work and the experience of each member of the board individually.
7-6 Remuneration of members of the Board and its committees may be of different amounts to reflect the member's experience, competence, assigned duties, independence, number of meetings attended and other considerations. 7-7 a Board member and/or a Board committee member must attend at least two-thirds of the meetings held during the Company's financial year. Such remuneration does not fall within the scope of the maximum remuneration set out in the Companies Law and the Company's Articles of Association.
8-3 If the compensation amounts to a certain percentage of the profit of the Company, this percentage may not exceed (10%) of the net profit, after deduction of the reserves decided by the General Meeting in implementation of the provisions of the Law on the Supervision of Cooperative Insurance Companies, Company Law and Articles of Association, and after distribution of a profit to the shareholders of not less than (5%) of the paid-up capital of the company, provided that the right to this compensation is proportionate to the number of meetings attended by the member of the Board of Directors, and any estimate to the contrary is considered null and void. 9-1 The Board of Directors will propose the remuneration of the members of the Board of Directors based on the recommendation of the Nomination and Remuneration Committee and in accordance with the relevant laws, regulations and instructions, as well as any conditions approved by the General Meeting . None of the proposed remuneration for the Chairman and members of the Board of Directors will be approved without the approval of the General Meeting.
9-3 The remuneration of the Board is a fixed amount, an allowance for attending the Board meetings, benefits in kind, or a fixed percentage of the net profit. 9-4 In all cases; the total compensation and financial or in-kind bonuses and benefits received by a member of the Board of Directors does not exceed an amount of five hundred thousand Riyals annually (except for members of the Audit Committee), in accordance with the controls established by the Capital be determined. Market Authority. 9-7 The Company shall reimburse a member of the Board and/or its committees for any government taxes or fees such as value added tax (VAT) arising from his membership of the Company's Board.
12-1 The content of this Policy will be implemented on the date of its approval by the General Assembly of Shareholders and will be distributed to interested parties for their consideration.
The Company for Cooperative Insurance - Articles of Association, List of Amendments
Addendum The background to this change is that the law allows the companies to buy their shares in accordance with the provisions of the aforementioned articles of association, and that the company can buy its shares in the future. 13 3 Shareholders have - at the time of the general meeting's decision to approve the capital increase - a pre-emptive right to subscribe for the new cash shares. The shareholders must be informed of the possible pre-emptive right that accrues to them by notification to the shareholder, which is published in a daily newspaper stating the capital increase decision, the subscription conditions and the subscription period, or by written notification to the shareholder. by registered post.
Shareholders have a preferential right to subscribe for new cash shares during the general meeting's decision on the capital increase. Shareholders will be informed of any preferential right by means of a notice that will be published in the daily newspaper and will contain the decision on the capital increase, the conditions of subscription and the time of subscription, or by a written notification to the shareholder. by registered mail and on the website of the Capital Market Authority (Tadawul). Amendment The reason for the amendment (addendum) is that companies are obliged to immediately inform the CMA about the results of the general meeting through the relevant Tadawul platform, which deals with the announcement of the company news to its shareholders, as well as due to the difficulty of implementation.
30 4 Notices for General Assemblies shall be published in a daily newspaper distributed in the region of the Company's Head Office at least twenty-one (21) days before the date set for this. Notices of General Assemblies shall be published in a daily newspaper distributed in the region of the Company's Head Office at least twenty-one (21) days before the date set for this. A copy of the invitation and agenda must be sent to the Capital Markets Authority during the publication period.
Nevertheless, a notice sent by registered mail and the website of the Capital Market Authority (Tadawul) within the period specified above is sufficient. The regulatory controls and procedures issued to implement the Companies Act for the listed public limited companies. The decision of the General Assembly will in all cases be published on the website of the Ministry of Commerce.
The Company shall be deemed dissolved by law if the Extraordinary General Meeting is not convened or convened within the period prescribed above, but is unable to take a decision on this matter, or the increase of the Company's capital in accordance with this Article and approve the increase. Shares are not fully subscribed within ninety (90) days from the date of the capital increase decision. The decision of the Assembly will in all cases be published on the website of the Ministry of Trade and the website of the Capital Market Authority (Tadawul)." The reason for the amendment (addition) is that the Act obliges the companies to inform the CMA about the results of the General Meeting on the spot via the relevant Tadawul platform which is concerned with publishing the company news to its shareholders.
The Honorable shareholders of the Company Cooperative Insurance Greetings,
Related Party Transaction
Approved by the board in accordance with the authorization given by the general meeting on 29/04/2021.
