The audit committee report within the Board of Directors report
The audit committee, in accordance with the Corporate Governance Regulations issued by the Capital Market Authority,, oversees the internal audit management of the company in order to verify the effectiveness of the internal control system on various aspects of the company's business, and the committee adopts the audit plan for the new financial year, examines the internal control system reports and periodic audit reports and follow-up the implementation of the corrective procedures contained in it, and the study of the preliminary, quarterly, and final reports and financial statements with the external auditor, and making recommendations regarding them to the Board within the specified regular times. The committee also recommends to the Board of Directors the nomination of the chartered accountant to the meeting of the assembly after studying the submitted offers. The committee is briefed on the audit plan, timetables for audit work and reports for the chartered accountant, in addition to studying his observations on the financial statements and following up on what has been accomplished in this regard.
Results of the annual audit of the internal control system activities and procedure
The Audit Committee held (6) meetings in fiscal year 2022, during which it approved updating the internal audit plan for 2023, and the reports on the effectiveness of the internal control system and the interim and final internal audit reports were reviewed and gave directions on the observations contained in the reports to work on closing them, especially the high-risk observations and following up on their implementation The corrective measures contained therein. The Committee also approved the quarterly and final 2022 financial statements and recommended them to the Board for approval.
The Committee also met with the Vice President for Projects and the Manager of Risk, Governance and Social Responsibility, reviewed reports of legal issues, and current transactions with related parties, and issued relevant recommendations.
Recommendation of the Audit Committee on the need to appoint internal Auditor to the company if it does not exist:
There is a manager for internal audit management at the company.
Recommendations of the Audit Committee that are inconsistent with the decisions of the Board or which the Board has refused to adopt regarding the appointment and dismissal of the Corporate Auditor, the determination of its fees, the evaluation of its performance or the appointment of the Manger of Internal Audit, and the reasons for their non-application:
There are no audit committee recommendations that conflict with the Board's decisions, or that the Board has refused to
adopt regarding the appointment, dismissal, fees, performance evaluation of the Corporate Auditor or appointment of
internal audit Manager.
Comparative
Remuneration Policy of the BOD, Its Committees
& Executive Management
SN Current Policy Proposed Policy 1 Introduction
The "Remuneration Policy of the BOD, its Committees, and the Executive Management related to the BOD of Yamama Cement"
has been developed to be in line with the Corporate Governance Regulations issued by the Capital Market Authority BOD pursuant to the Resolution No. (8-16-2017) dated 16/05/1438H
(corresponding to 13/02/2017G)., which stipulates that "the Nomination and Remuneration Committee” shall develop a clear policy for the remuneration of the BOD, Its Committees, and the Executive Management, and submit the same to the BOD for consideration as a step towards approval by the General Meeting.
Introduction
The "Remuneration Policy of the BOD, its Committees, and the Executive Management related to the BOD of Yamama Cement" has been developed to be in line with the Corporate Governance Regulations, which stipulates that
"the Nomination and Remuneration Committee” shall develop a clear policy for the remuneration of the BOD, Its Committees, and the Executive
Management, and submit the same to the BOD for consideration as a step towards approval by the General Meeting.
2 Objective
This Policy aims to set out clear criteria for the remuneration of the BOD, its Committees, and Senior Executives in view of the
requirements of the Companies Law and the laws and regulations of the Capital Market Authority. It targets to attract competent, qualified and skilled individuals to be active members to the BOD, Its Committees, and the Executive Management by way of adopting remuneration stimulant and performance associated plans and programs, which contribute to improving the Company's
performance and achieving the interests of its shareholders.
No Amendment
S
N Current Policy Proposed Policy
3 Article One: General Remuneration Standards
The Nomination and Remuneration Committee shall be responsible for giving
recommendations to the BOD on remuneration of members to the BOD, Committees and Senior Executives of the Company, in accordance with the approved standards as follows:
1. The remuneration should be commensurate with the Company's activity, strategy, objectives, and necessary management skills .
2. Linkage of the variable part of remuneration to long-term performance shall be considered.
3. The Company considers the consistency of remuneration to the Company's strategy and objectives (including volume, nature, and degree of its risks).
4. The Company considers the practices of other companies and rules prevailing in the labor market in determination of remuneration, while avoiding any unjustified rise in remuneration and compensations that may arise in this regard.
5. They shall be developed in liaison with the Nomination and Remuneration Committee regarding new hires.
6. Remuneration shall be determined based on the job level, the tasks and responsibilities assigned to the incumbent, academic qualifications, practical experience, skills, and performance level.
7. Remuneration shall be reasonably sufficient to attract, motivate and retain properly qualified and experienced personnel.
8. The remuneration of the BOD members shall be determined to reflect the extent of the member's experience, qualification, tasks entrusted to him, the number of sessions he attends, and other considerations.
9. The payment of remuneration shall be suspended should it be proved that it was decided based on inaccurate information provided by a member of the BOD or the Executive Management, in order to prevent the exploitation of the employment status to receive undue remuneration.
10. In the event of developing a program to grant shares in the Company to members of the BOD, Executive Management, and relevant employees, whether they were newly issued shares or shares purchased by the Company, this grant shall be supervised of the Nomination and Remuneration Committee in line with the Company's Articles of Association and relevant laws and regulations of the Capital Market Authority.
No Amendment
SN Current Policy Proposed Policy 4 Article Two: Remuneration of Directors
1. Remuneration structure of members of Yamama Cement Company (the “Company”) BOD shall consist of a certain sum of money, allowance of meeting attendance, expense allowance, in-kind benefits, or profit share. Two or more of benefits may be combined, provided that they shall not exceed limits stipulated in the Companies Law and its Regulations in accordance with the schedule included in this Policy and any subsequent amendments thereto, as approved in accordance with the Law.
2. This remuneration may be variable and in light of a policy to be issued by the Nomination and Remuneration Committee and approved by the General Meeting. Annual report of the BOD, to be submitted to the General Meeting of Shareholders, shall include a comprehensive statement of all remuneration, expense allowance, and other benefits received by the BOD members during the financial year, as well as a statement of benefits the BOD members received for being
employees, administrators, or towards technical or administrative duties or advice (if any). This report shall also include statement of how many meetings of the BOD and how many sessions attended by each member as of the date of the last General Meeting.
3. In the event that the remuneration of the BOD members forms a percentage of profits, Clause 76.2 of the Companies Law (2) and Article (24) of the Company's Articles of Association shall be apply, provided that total financial and in-kind remuneration and benefits received by a member of the BOD shall under no circumstanced exceed SAR (500,000) five hundred thousand Saudi Riyals annually.
Article Two: Remuneration of Directors
1. Remuneration structure of members of Yamama Cement BOD shall consist of a certain sum of money, allowance of meeting attendance, expense allowance, in- kind benefits, or profit share. Two or more of such benefits may be combined as per the Company’s Articles of Association, provided that total financial and in-kind remuneration and benefits received by a member of the BOD shall under no circumstanced exceed SAR (500,000) five hundred thousand Saudi Riyals annually.
2. No amendment
3. In the event that the remuneration of the BOD members form a percentage of the profits, provisions the Company's Articles of Association must be observed.
5 Article Three: Remuneration of Committees’ Members
1. The BOD shall determine and approve the membership remuneration to relevant committees ( save the Audit Committee), attendance allowances, and other entitlements as recommended the Nomination and Remuneration Committee.
2. As indicated in this Policy, allowance of meeting attendance and other entitlements shall be paid in accordance with the schedule contained herein.
3. Remuneration of the Audit Committee membership or allowance of meeting attendance shall be approved by the General Meeting of Shareholders as recommended the BOD in accordance with the Law.
4. When forming membership of such committees derived from the BOD, number of committees, in which, a BOD member may be elected, shall be considered, so that total remuneration received by such member towards his membership to the BOD and committees shall not exceed the maximum limit stipulated in the Companies Law.
Clauses (1, 2, 3) No Amendment
4. When forming membership of such committees derived from the BOD, number of committees, in which, a BOD member may be elected, shall be considered, so that total
remuneration received by such member towards his membership to the BOD and committees shall not exceed the maximum limit stipulated in the Companies Law.
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N Current Policy Proposed Policy
6 Article Four: Remuneration of the Executive Management
1. Nomination and Remuneration Committee shall review and approve the salary scale determined for all employees, senior executives, incentive program and plans on an ongoing basis, as recommended by the Executive Management. Remuneration of the Executive Management include:
2. Basic salary (to be paid at the end of each calendar month on a monthly basis); allowances including, but not limited to, housing allowance, transport allowance, children education allowance, telephone allowance, medical insurance benefits for the employee and his family and insurance policy.
3. An annual remuneration associated with KPIs in view of the annual performance assessment to be conducted in this regard.
4. Short-term incentive plans associated with exceptional performance, and long-term incentive plans such as stock options programs (where applicable). Other benefits include, but are not limited to, annual leave, annual travel tickets, and EOS benefits according to the Labor Law and HR Policy approved by the Company.
5. Plans and programs remuneration for senior executives shall be approved by the Nomination and Remuneration Committee.
6. The Chief Executive Officer shall give force to the remuneration policy of employees and senior executives in view of such plans, programs and general guidelines approved by the Committee.
No Amendment
7 Additional Determinants of Remuneration and Payment Method
1. The BOD members may not vote on remuneration of the BOD members at the General Meeting of Shareholders.
2. The Company shall disclose remuneration of members of the BOD, Committees and Senior Executives in the BOD annual report in accordance with the controls and directives issued by the Companies Law and the Regulations of the Capital Market Authority (including their Implementing Regulations).
3. A member shall be entitled to remuneration as of the date of joining the BOD or Committee subject to his membership term.
4. Remuneration payment procedures of members to the BOD and Committees shall be prepared by the BOD Secretary, provided that their payment order shall be approved by the Chief Executive Officer.
5. Allowance of attending meetings of the BOD, remuneration of committees, and allowance of attending meetings of committees shall be paid within a week as of meeting date. Annual remuneration of the BOD shall be paid in full having been approved at the annual General Meeting.
Clauses (1, 2, 3 & 4) No Amendment
5. Annual remuneration shall be paid to members to BOD and Committees having been approved by the BOD at the end of the financial year.
S
N Current Policy Proposed Policy
8
Statement of Remuneration of the Members to the BOD and its Committees 1. Members to Committees :
2. Members to Committees derived from the BOD:
Statement of Remuneration of the Members to the BOD and its Committees 1. Remuneration of BOD Membership
Annual remuneration shall be paid to members to the BOD after the end of each financial year, as recommended by the Nomination and Remuneration Committee and approved by the BOD.
2. Remuneration of Members to Committees
1. Remuneration of the rest members to the committees from inside and outside the BOD shall be (50 thousand riyals).
2. Remuneration of members to the Audit Committee from inside and outside the BOD shall be (100 thousand riyals).
3. Allowance of Meeting Attendance
• Allowance of meeting attendance at SAR 3,000 (three thousand riyals) per session shall be paid within one week after the meeting ends.
• An additional allowance (travel and transport) shall be paid to employees outside the meeting venue (Riyadh) as per actual expense.
SAR 3000 a) Allowance for Attending One Session
As per actual expense b) An additional allowance (travel and transport) shall be paid to employees outside the meeting venue (Riyadh) Shall be annually
determined at an amount not exceeding 500 thousand riyals and according to the
Companies Law
c) Lump sum per member
e) Amendment and Payment Procedures
Amount of annual lump sum remuneration of a member to the BOD referred to in the above Subclause (1.(c)) may be reviewed from time to time as recommended by the Nomination and Remuneration Committee.
This is in view of performance variables and then relevant approval of the General Meeting of Shareholders shall be obtained.
Allowance of meeting attendance shall be paid within a week after the meeting ends. Annual lump sum remuneration shall be paid having been approved by the General Meeting of Shareholders (as stipulated in the Company's Articles of Association).
SAR 3000 a) Allowance for Attending One Session Allowance for attending session shall be paid after each meeting
SAR 100 thousand b) Remuneration of Audit Committee members from inside and outside the BOD
SAR 50 thousand c) Remuneration of the rest members to committees from inside and outside the BOD
S
N Current Policy Proposed Policy
9
Article Five: Final Provisions (Review, Amendment, and Publishing of this Policy) This Policy shall come into force and effect and shall be observed by the
Company as of the date, in which, this Policy was approved by the General Meeting of Shareholders. This Policy shall be published on the Company's website so that it could be available to the Shareholders, public audience and stakeholders. This Policy shall be periodically reviewed, as and when needed, by the Nomination and Remuneration Committee. Any amendments proposed by the Committee shall be rendered before the BOD, which studies, reviews, and
recommends them to the General Meeting of Shareholders for approval.
No Amendment
Comparative
of Membership Procedures
and Standards Policy
SN Current Policy Proposed Policy
1
IntroductionThe Membership Procedures and Standards Policy to Yamama Cement Company BOD have been developed in order to be in line with Corporate Governance Regulations issued by CMA BOD under the Resolution (2017-16-8) dated 16/05/1438H (corresponding to 13/02/2017G). Clause 22.3 of the said Regulations provide that the Board of Directors shall develop a clear and specific policy, standards and procedures of membership to the BOD without prejudice to the mandatory provisions of the Corporate Governance Regulations and put them into effect having been approved by the General Meeting.
Introduction
The Membership Procedures and Standards Policy to Yamama Cement Company BOD have been developed in order to be in line with Corporate Governance Regulations issued by CMA BOD. The said Regulations provide that Yamama Cement Company BOD shall develop a clear and specific policy, standards and procedures of membership to the BOD without prejudice to the mandatory provisions of the Corporate
Governance Regulations and put them into effect having been approved by the General Meeting.
2
Article One: DefinitionsUnless the context requires otherwise, the following words and expressions shall have the meanings assigned opposite to them
CMA:
Shall mean the Capital Market Authority:
The Ministry:
Shall mean the Ministry of Commerce.
Policy: Shall mean BOD Membership Procedures and Standards Policy
Governance Regulations:
Shall mean the Corporate Governance Regulations issued by CMA BOD.
Company Governance Regulations: Shall mean Company Governance Regulations of “Yamama Cement Company” as approved by the BOD.
The Company:
Shall mean Yamama Cement Company.
General Meeting:
Shall mean a meeting to be formed by the Shareholders of the Company in accordance with the Companies Law and the Company's Articles of Association.
Board of Directors, Board, or BOD:
Shall mean the Board of Directors of Yamama Cement Company.
Executive Member:
Shall mean a BOD Executive Member who is dedicated to assume a position in the Executive Management of the Company and takes part in day-to-day operations of it.
Non-executive Member:
Shall mean a BOD Executive Member who is not dedicated to manage the Company and takes no part in day-to-day operations of it.
Independent Member:
Shall mean a Non-executive Member who is fully independent in his position and decisions and not subject to independence incidental implications set out in the Corporate Governance Regulations.
Executive Management/Senior Executives: includes the CEO and Vice Presidents.
Cumulative Voting: Shall mean a voting method for selecting the Members to the BOD that gives each Shareholder the voting power in proportion to shares he owns, so that he could be entitled to vote for one candidate or divide it among the candidates he elects without vote repetition.
No Amendment
SN Current Policy Proposed Policy 3 Article Two: Objective of the Policy
This Policy aims to shed light on such controls related to the BOD formation, standards and conditions of membership, process and procedures of nomination to elect members to the BOD. It also targets the development an effective legal election framework of candidate members of the BOD in accordance with the controls and standards set forth in the Corporate Governance Regulations issued by CMA.
No Amendment
4 Article Three: Formation of the BOD
1. The Company shall be managed by a BOD consisting of seven members to be elected by the General Meeting of Shareholders for a period not exceeding three years as set out in the Company's Articles of Association.
2. Majority of Members to the BOD shall be Non-Executive Members.
3. Number of independent Members shall not be less than three Members.
Clause 3 shall be amended to read:
3. Number of independent Members shall not be less than two Members or one-third of the Members to the BOD, whichever is greater.
5 Article Four: Right of a Shareholder to be a BOD Candidate
Each Shareholder of the Company has the right to nominate himself or others to be Members to the BOD in accordance with the Companies Law, its Implementing Regulations, Governance Regulations, and the Company's Articles of Association.
No Amendment
S
N Current Policy Proposed Policy
6 Article Five: BOD Membership Conditions and Standards
1.Ability to Lead: A Member shall have such leadership skills, qualifying him to grant powers in the manner that stimulates performance, enhance application in the domain of effective management, adherence to professional values and ethics, effective communication and strategical thinking and planning.
2. Proficiency:A Member have such academic qualifications, professional skills, leadership skills, appropriate education (preferably a university degree), practical experience relevant to the Company's current and future activities, knowledge of management, marketing, engineering, economics, accounting, law, corporate governance, risk management, accounting, strategy and vision, or the significant industries which the Company practices and shall have an ongoing desire of learning and training.
3. Ability to Direct:A Member shall have such technical, leadership, and administrative abilities, take quick decisions, have strategic direction skills, be proficient in long-term planning and understanding such technical requirements related to work progress, and shall have such skills related to strategic guidance, planning, and clear future vision.
4.Financial Knowledge: A Member shall be able to read and understand financial statements and reports.
5.Fitness: A Member a shall not have any health impediment that stands against exercising his duties and competencies.
6.Good Conduct: A Member shall always adhere to professional conduct policies, business ethics, and relevant laws and regulations.
7.Good Reputation: A candidate Member to the BOD shall not have been convicted of a crime involving moral turpitude and dishonesty, and shall not be insolvent, bankrupt or unfit to be a Member to the BOD in accordance with any law in force in the Kingdom of Saudi Arabia.
8. A Board Member shall not be a member of more than five joint stock companies listed on the Capital Market at the same time.
9. A candidate Member shall have effective communication and strategical thinking skills.
10. A Board Member shall represent all shareholders, act in the best interest of the Company in general and other than the interests of such group that he represents or that voted in favor of his appointment to the BOD.
11. A candidate Member shall observe principles of honesty, sincerity, loyalty, care, and attention to the interests of the Company and
Shareholders and put them ahead of his personal interest. Relationship of the Board Member and the Company shall be based on honesty and professionalism. A candidate Member shall disclose any critical information to the Company before any transaction or contract is entered into with the Company or its subsidiaries, exclude such transactions that involve a conflict of interest, verify that transactions have been made with fairness, observe the provisions related to on conflict of interest contained in the Governance Regulations, and perform the duties and
responsibilities set out in the Companies Law, CMA Law, the Company's Articles of Association and other related regulations.
12. Various scientific qualification and practical experience shall be taken into account, and nomination-related priority shall be given to the needs required from persons properly qualified and trained to be act as Members to the BOD.
13. A Member to the BOD shall resign before his term of office expires if he became disqualified to act as a Member to the BOD, unable to carry out his duties, or unable to be fully dedicated in terms of time and effort necessary to perform his duties related to the Board. In the event of a conflict of interest, the Member shall have the option to obtain an annually renewable license from the General Meeting or submit his resignation.
No Amendment
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N Current Policy Proposed Policy
7
Article Six: Independence Incidental Implications
An independent Member to the BOD shall be able to exercise his duties, express his opinions and vote on decisions objectively and impartially in a way that helps the BOD take proper decisions in fulfilment of the Company's interest . An independent Member shall be fully independent in his position and decisions and shall not be subject to such independence incidental implications set out in Article (20) of the Governance Regulations issued by CMA. The BOD shall ensure to what extent a Member shall be independent including the fact that no relations or circumstances affect or would affect him.
Phrase of (Article 20) shall be deleted
S
N Current Policy Proposed Policy
8 Article Seven: Procedures of Nomination to BOD Membership
1. Nomination and Remuneration Committee shall liaise with the Company’s Executive Management to announce the start of nomination period of membership to the Company BOD in accordance with the Companies Law, Corporate Governance Regulations, and other requirements determined by CMA.
2. Nomination and Remuneration Committee shall recommend to the BOD such candidates to the Board in accordance with this Policy and the standards decided by the General Meeting.
3. In liaison with the Company’s Executive Management, the Nomination and Remuneration Committee shall provide CMA with CVs of BOD candidates in accordance with the "Form of the CV of BOD Candidates of a Joint Stock Company Listed on the Saudi Stock Exchange (Tadawul).
4. Based on the standards indicated, the Nomination and Remuneration Committee shall provide the BOD with such recommendations related to BOD nomination in accordance with this Policy.
5. Any person who wishes to be a candidate to the Company’s BOD membership shall express his desire of nomination by virtue of a signed letter to be submitted to the Company's Management in accordance with such timeframe and dates set out in this Policy and the applicable rules and regulations.
This letter shall include a profile in Arabic and English languages of the candidate’s CV, qualifications, and practical experience. In addition, a nominate shall provide the Company with all supporting documents (e.g. national ID, family ID, passport for non-Saudis nominated to BOD membership, and any other relevant documents) required by the Company to meet statutory requirements.
6. A signed copy of the form issued by CMA for nomination to BOD membership shall be provided.
7. A candidate shall disclose any events of conflict of interest in accordance with CMA approved procedures and forms and in accordance with the Company's Conflict of Interest Policy, which he shall read and sign.
8. Applicants to BOD membership shall fill out form(s) determined by CMA, which is available on CMA website.
9. A candidate who has previously served as a Member to the BOD of a Joint Stock Company shall submit a list and dates of his memberships to boards of directors of other companies.
10. A candidate who has previously served as a Member to the BOD of the Company shall attach to nomination letter a statement issued the Company Management on the last session, in which, he acted as a Member to the BOD, including;
A. Number of meetings of the Board held during each year of the session.
B. Number of meetings attended by the Member in person, and his attendance percentage to total meetings.
C. Standing committees, in which, the Member participated, number of meetings held by each of those committees during each year of the session, number of meetings he attended, and his attendance percentage to total meetings.
11. Nomination and Remuneration Committee shall liaise with the Company’s Executive Management to finish the regulatory requirements and provide the competent regulatory authorities with all required documents.
12. Voting on election of Members to the BOD shall be conducted on cumulative voting basis.
13. A candidate shall fulfill the conditions and standards of membership to the BOD set out in the Nomination and Remuneration Committee’s charter approved by the General Meeting.
14. Membership capacity shall be indicated, i.e. whether the Member is an Executive, Non-executive or Independent Member.
15. Membership nature shall be indicated, i.e. whether the Member is a candidate in his personal capacity or a representative of a legal person.
Clause No. 15 shall be excluded.
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N Current Policy
Proposed Policy
9 Article Eight: Publishing of Announcement of BOD Nomination
The Company shall publish the nomination announcement on the Capital Market (Tadawul) website, the Company's website, and any other means specified by CMA at least sixty days before the end of the Board term of office, in liaison of the Nomination and
Remuneration Committee and the BOD Secretary , to invite persons wishing to run for the BOD membership, provided that the nomination shall remain available for at least one month from announcement date.
No Amendment
10
Article Nine: Election of BOD Candidate Members
1. Using Capital Market (Tadawul) website, the Company shall announce such information of the BOD candidate Members upon publishing or issuing invitation of the General Meeting, provided that such information shall include a description of the candidates' experiences, qualifications, skills, jobs, and previous and current memberships. The Company shall maintain copy of this information at its head office.
2. Voting in the General Meeting shall be limited to the BOD candidate Members whose information has been announced by the Company in accordance with the above Clause.
3. A notice shall be served to CMA including names of persons elected to assume the position of a BOD Member, including their membership qualities within five business days as of the commencement date of the BOD session or their appointment date, whichever is earlier, or any changes to their membership within five working days from the date of such changes.
No Amendment
11 Article Ten: Appointment of Chairman and Vice-Chairman
Shareholders of Yamama Cement shall elect the Members to the BOD at the General Meeting of Shareholders according to the rules and standards covered by this Policy. The Board shall elect the Chairman and Vice-Chairman from Members. No Member may combine the position of Chairman and any executive position in the Company. The Board has the right to remove or re-elect such Members at any time.
No Amendment
12 Article Eleven: Appointment Controls of Member(s) of Committees from outside the Board of Directors
1. Nomination and Remuneration Committee shall receive applications from candidates of committees from outside the Board of Directors.
2. A candidate shall have the necessary experience and proficiency at the level of such tasks of the committee to which he is a candidate.
3. A candidate shall have worked in other joint stock companies.
4. A candidate of committees from outside the Board shall be appointed for one session only. He may be reappointed for a maximum of two session by a decision issued by the Board of Directors.
5. The Board of Directors shall have the authority to terminate the membership of any Member from outside the Board at any time.
6. Member of committees from outside the Board shall receive a remuneration and attendance allowance according to the approved policies.
No Amendment
S
N Current Policy Proposed Policy
1 3
Article Twelve: Termination of Membership to the BOD and Vacancies
1. Membership to the BOD terminates at the end of its prescribed term, which is three years from the date of a Member election by the General Meeting. Members whose term of office has expired may be re-elected.
2. Ordinary General Meeting may at all times dismiss any or all or Members to the BOD, even if the Company's Articles of Association provide otherwise, without prejudice the dismissed Member's right towards the Company to claim for compensation if the dismissal occurs without inadmissible reason or at an inappropriate time. A Member to the Board of Directors may retire, provided that this shall be at an
appropriate time. Otherwise, a Member shall be liable before the Company to the damages arising from retirement.
3. If the position of a Member to the Board of Directors becomes vacant, the Board may appoint a temporary Member to fill the vacant position, provided that such Member shall be experienced and proficient. The competent authorities shall be served a notice in this regard within five business days from the date of appointment. The appointment shall be submitted to the Ordinary General Meeting at its first meeting. A new Member shall complete his predecessor’s term of office.
4. If the conditions necessary for the convening of the Board of Directors are not met due to fall of number of Members below the minimum limit stipulated in the Companies Law, the remaining Members shall be invite the Ordinary General Meeting to convene within sixty days to elect the necessary number of Members.
5. Upon the recommendation of the Board, the General Meeting may terminate the membership of any Member who fails to attend three consecutive meetings of the Board without an admissible excuse.
6. If a Member of the Board of Directors resigns and has observations on the Company performance, he shall submit a written statement to this effect to the Chairman . This statement shall be presented to the Members to the Board of Directors.
7. The General Meeting may dismiss a Member to the Board of Directors should it be proven that he has an eligibility incident.
8. The decision of resignation of a Member to the Board of Directors shall come into effect as of the date of the notice served to the Chairman or at any subsequent time to be agreed upon.
9. Should it be proved that that a Member to the Board violated his duties to the detriment of the interests of the Company, or provided misleading or incorrect information upon nomination, then the Board may remove him, and appoint a substitute member , provided that the appointment shall be accompanied by the approval of the General Meeting at its earliest session.
10. Upon the termination of membership of a Member to the Board of Directors under any of such
membership termination means, the Company shall notify CMA immediately and relevant reasons shall be given.
No Amendment
