Standards and conditions for the Membership of the Board of Directors
1- The candidate must have high moral, integrity, honesty, and credibility.
2-No decision issued by the CMA council against the candidate involving any manipulation with shares of listed companies or behaviors of deception and fraud.
3-The candidate Should not have been convicted of dishonesty, declared bankrupt, entered into arrangement or reconciliation with his creditors, or is incompetent for board membership pursuant to any law or instructions in force in the Kingdom.
4- The candidate should not be a member of the boards of directors of more than five joint stock companies at the same time.
5- The candidate should comply with the provisions of the applicable laws, regulations, and instructions.
6-Diversification of academic qualifications and work experience and giving priority to candidates with the appropriate skills for membership of the Board.
7- For independent member, there must be no cases conflicting with independency.
8- The board member must represent all shareholders, and generally act for the best interest of the company.
9- The Candidate must observe the principles of truthfulness, honesty, Integrity, loyalty, care and concern for the interests of the Company and shareholders and must give priority to the company’s interests over his personal interests. This shall include the following:
Truthfulness: is achieved when the relationship between the Board member and the company is an honest professional relationship, and he discloses to the Company any significant information before entering any transaction or contract with the Company or any of its affiliates.
Loyalty: Avoiding transactions that may entail conflicts of interest and ensures fairness of dealing, in compliance with the provisions relating to conflicts of interest in these Regulations.
Care: Performing the duties and responsibilities set forth in the Companies Law, the Capital Market Law and their implementing regulations and the Company’s bylaws and other relevant laws.
10-The candidate must have professional competency with experience, knowledge, skill and independency, to enable him to carry out his duties efficiently and competently. In particular, he must have the following:
I. Ability to lead: Having leadership skills which enable him to delegate powers to enhance performance and apply best practices in effective management and compliance with professional ethics and values.
II. Competency: Having academic qualifications and proper professional and personal skills as well as an appropriate level of training and practical experience related to the current and future businesses of the Company and the knowledge of management, economics, accounting, law or governance, as well as the desire to learn and receive training.
III. Ability to guide: Having technical, leadership, and administrative competencies as well as the ability to take prompt decisions, and understand technical
IV. Financial knowledge: Being able to read and understand financial statements and reports.
V. Health fitness: The candidate does not have a health impediment that hinders him from exercising his duties and competencies.
