External Committee Member3: A member of a SAB board committee who is not a member of the SAB board. Remuneration Policy for Board Directors, Committee Members and Executive Management or Remuneration Policy: The policy for the remuneration of the SAB Board Directors, members of the Board Committees and members of the Executive Management Team. SAB BRC or BRC or Board Risk Committee: The Risk Committee of the SAB Board.
The implementing regulation of the Companies Act for listed public limited companies, issued by the board of directors.
GENERAL
REMUNERATION FRAMEWORK
The remuneration must be in a reasonable relationship with the company's activities and the necessary competencies for the management. Achieves consistency between the remuneration structure and programs and the size, nature and overall level of risk of the bank. Board members cannot vote on the agenda item regarding the board members' remuneration at the general meeting.
Board members may not vote during the general meeting on the agenda item relating to the remuneration of board members.
REMUNERATION OF BOARD
DIRECTORS
Payment of remuneration and compensation of board members representing a legal entity is paid through the legal entity or the representative according to the agreement of the legal entity. The amount of remuneration of board members and board committee members will be determined by NRC and approved by the Board. The Bank will reimburse actual reasonable expenses incurred by a director and committee members for attending Board meetings or committee meetings, including travel and accommodation expenses.
Directors and Outside Committee members will receive reimbursement for reasonable expenses incurred in attending meetings and participating in Board and Board Committee activities, such as travel and travel expenses, provided that these expenses must be properly documented and carried out in accordance with the Bank's internal rules. politics.
REMUNERATION OF COMMITTEE
Remuneration of Directors for Board Committee Roles and Involvement based Remuneration
Remuneration of External
Remuneration of Observers
REMUNERATION OF EXECUTIVE
Performance Measurement
REMUNERATION POLICY FOR BOARD OF DIRECTORS, COMMITTEE MEMBERS AND MANAGEMENT The bank's remuneration policy is clear. On the management benefits side, SABB offers the usual market-known form of management benefits for this level, such as school fees, special allowances and additional leave days, which are clearly defined in the compensation policy. In addition, the SABB Nomination and Remuneration Committee - which is the governing authority for remuneration practices at the bank - has full oversight of directors' compensation and awards as part of the committee's terms of reference, which is exercised through the committee's periodic meetings.
Whenever practicable, other factors such as the risks associated with the underlying transactions, the quality of the business performed, behavioral assessments, customer satisfaction, risk-adjusted return on capital, etc., are taken into account when measuring employee performance. The contributions of individuals measured in this way are supplemented by management judgment in determining the employee's remuneration based on performance.
Alignment of Remuneration with Risk-Taking
Such processes should be supported by ongoing programs that include formal training courses to reinforce appropriate standards of conduct.
Remuneration Structure
The total variable remuneration will not limit the Bank's ability to strengthen its capital base. There are no guaranteed minimum bonuses; similar other payments, other than the employee's salary, are not performance related. The part of the bonus to be deferred and the vesting period are determined based on the nature of the business, its risks and the activities of the employee concerned.
PAYMENT &
REDEMPTION OF
REMUNERATION
Payment of Remuneration
Redemption of Remuneration
DISCLOSURE OF REMUNERATION
REMUNERATION POLICY FOR BOARD DIRECTORS, COMMITTEE MEMBERS AND MANAGEMENT OPERATING IN THE KINGDOM OF SAUDI. Arabia issued by SAMA, the compensation rules issued by SAMA, the Companies Act, the Banking Control Act, SABB's articles of association and SABB's management document, the bank is required to disclose the amount of compensation and remuneration paid to executive and non-executive directors and the Executive Board in the board's annual report submitted to the bank ordinary general meeting. In the annual accounts, provide the total quantitative information on remuneration paid to different categories of employees and their number, with a breakdown of fixed and variable components and forms of payment. The categorization of employees shall include key managers whose appointment is subject to SAMA's non-objection, employees engaged in control functions, outsourced and so on.
The announcement includes the details of the remuneration policy and mechanisms for determining such remuneration, including amounts in cash and benefits in kind paid to each member of the Board of Directors. Disclosure of the remuneration policy, its implications for the Bank's risk profile and the composition and mandate of the NRC. Such disclosure should also provide information on the general design of the compensation system and how it is implemented.
It should also contain a description of the manner of risk adjustment, linking compensation to actual performance, deferral policy and vesting criteria, parameters for the allocation of cash versus other forms of compensation, and achievement of the Compensation Policy objectives;. In the Board Report, disclose details of the Remuneration Policy, such as the mechanisms by which remuneration is determined for Directors, members of Board Committees and the Executive Management;. Disclose in the Directors' Report details of the remuneration received by directors in their capacity as employee or administrator of the Bank, or in exchange for technical, administrative or advisory work they have performed for the Bank; and.
Comply with all disclosure requirements in accordance with the "Basel III Pillar 3 Disclosure Requirements and Guidance Notes" issued by SAMA, as amended from time to time.
GENERAL PROVISIONS
REMUNERATION POLICY FOR BOARD DIRECTORS,
EXECUTIVE MANAGEMENT
- DEFINITIONS
- PREAMBLE
- POLICY OVERVIEW
- Legislative Background
- Policy Objectives
- GENERAL REMUNERATION FRAMEWORK
- REMUNERATION OF BOARD DIRECTORS
- REMUNERATION OF COMMITTEE MEMBERS
- Remuneration of Directors for Board Committee Roles and Involvement based Remuneration
- REMUNERATION OF EXECUTIVE MANAGEMENT
- Performance Measurement 23
- Alignment of Remuneration with Risk-Taking 24
- PAYMENT & REDEMPTION OF REMUNERATION
- DISCLOSURE OF REMUNERATION
- GENERAL PROVISIONS
Board Report: The Report of the Board of Directors of SAB is prepared annually and according to the directives of SAMA1 and CMA2, as amended from time to time. General Assembly: The assembly composed of the shareholders of SAB convened in a regular manner in accordance with the provisions of the Law on commercial companies and the Bank's by-laws. SAB NKR or NKR or Nomination and Remuneration Committee: The Nomination and Remuneration Committee of the SAB Board.
SAB TDC or TDC or Technology and Digital Committee: The Technology and Digital Committee of the SAB Board. Align incentive and reward programs with the Bank's business and risk strategy, objectives, values and long-term interests; and ii. Encourages directors, board committee members, executive management and other employees to achieve the Bank's success and promote its long-term sustainable development;
The Director's Remuneration may consist of a certain amount, specific benefits in the form of shares or cash or a certain percentage of the bank's profit as determined by the NRC and based on this policy, in addition to an attendance fee, in in accordance with the Companies Act and the guidelines issued from time to time by the supervisory authorities. The remuneration of independent directors will not be a percentage of the profits realized by the Bank, nor will it be based directly or indirectly on the Bank's profitability.20. The NRC makes recommendations for the remuneration of the chairman, vice-chairman and general manager.
Remuneration paid to members of the executive management follows a matrix of approval authorities approved by the Board of Directors in accordance with the provisions of this remuneration policy, relevant employment contracts and other internal remuneration procedures. 22. In addition, the size of the variable compensation pool and its allocation within the bank reflects the overall scope of risks. Disclosure of the remuneration policy, its implications for the bank's risk profile and the composition and mandate of the NRC must be made in accordance with regulatory requirements.
disclose in the board report details of the remuneration policy, such as the mechanisms by which the remuneration of directors, members of board committees and executive management is determined;30 iv.
دنبلا (ثلاثلا
شع
ةيعامتجلاا ةيلوؤسملا ةسايسكنبلل
CORPORATE SOCIAL RESPONSIBILITY
POLICY
- REPORTING & DISCLOSURE REQUIREMENTS 13
- OVERVIEW
- Objectives & Applicability
- GENERAL PRINCIPLES
- PRIORITY AREAS
- Education
- Environment
- Other Philanthropic Activities
- Other Areas of Priority
- REPORTING & DISCLOSURE REQUIREMENTS
- GENERAL PROVISIONS
Corporate Governance Regulations or CGRs: The regulations issued by the CMA, which set out the governance requirements for companies listed on the Saudi Stock Exchange. Corporate Governance Principles for banks or CGPs: The guidelines issued by the Bank of International Settlements to promote sound corporate governance practices for banks. ESG Steering Committee: The steering committee of the Bank responsible for overseeing SAB's ESG strategy.
General Assembly: The assembly composed of the shareholders of SAB convened in a regular manner in accordance with the provisions of the law on commercial companies, SAMA, CMA and the by-laws of the Bank. Shareholder(s): A natural or legal person who owns at least one (1) share of the Bank's stock. The Corporate Social Responsibility Policy (CSR Policy) was approved by the Executive Committee and approved by the Board to submit to the General Assembly for its ratification.
This CSR policy ensures that the bank contributes to the development of the community by supporting various social projects without compromising its solvency and meets all applicable legal and regulatory requirements of the supervisory authorities. 8 4.8 The Bank's Corporate Social Responsibility Department is the primary point of contact for SAB's CSR initiatives and is responsible for developing, implementing and evaluating programs and initiatives that could benefit from SAB's support. The department also involves and coordinates the participation of bank employees in selected corporate social responsibility initiatives and other community programs.
While SAB's CSR activities center around the themes of education, environment and other philanthropic activities, the themes of education and environment will constitute the majority of initiatives supported by the Bank. Nevertheless, SAB has identified specific, priority areas that reflect the needs of the local community and are the focus of SAB's support. Nevertheless, SAB may from time to time provide support, financial or otherwise, to other philanthropic activities that provide tangible benefits to the community.
The above represent some suitable philanthropic activities that may benefit from SAB's support, according to the provisions set out in this CSR Policy.
