Vote on changes to the remuneration and remuneration of members of the board, committee and executive board Politics. Voting on changes to policies, standards and procedures for membership of the board. Naif Al-Abdulkareem, the managing director and chief executive officer of the bank, has an indirect interest in it being members of the board of AlJazira Cooperative Takaful Company.
The committee is responsible for the general supervision of the bank's activities and forwards all its comments and recommendations to the bank's board of directors. The commission has the right to review records and documents and to request any explanations from the members of the board of directors or the bank's executive management. The external auditors confirmed that there were no significant observations that would affect the integrity of the bank's financial statements.
Eighth Item
Article Remuneration and compensation policy for members of the board of directors, committees and executive management.
Article Remuneration and Compensation of members of the Board of Directors, committees and executive management Policy
10 Preamble The Companies Act stipulates that the company's articles of association must determine the method of rewarding the members of the board of directors. 15 The framework of the bank's remuneration and compensation policy is generally regulated by the provisions of the Companies Act, the bank's statutes, its management document and the instructions and decisions of the board of directors. The framework of the bank's remuneration and compensation policy is generally regulated by the provisions of the Companies Act, the bank's statutes, its management document and the instructions and decisions of the board of directors.
16. The remuneration for the board members may vary in size to reflect the extent of the member's experience, specialisations, tasks. The limits of the annual compensation to a board member should not exceed SR 500,000 as stipulated in the provisions of the Companies Act, with the exception of the members of the audit committee. 19 Remuneration and remuneration to board members in relation to board committees.
Members of the audit committee of independent council members receive an additional membership fee in the amount of (120,000 SR). In accordance with the supervisory instructions and the rules and provisions of the committees, which derive from the bank's board of directors and independent committees, external directors are appointed to participate in the tasks and activities of the subcommittees or independent committees of the board of directors. The secretary of the committees derived from the board of directors and the Shariah committee receives an amount (SR 50,000) annually.
The compensation and remuneration of the members of the Board of Directors and outside directors against their participation in the meetings of the Board and committees on an annual basis will be calculated in terms of these participations. The bank must include the amount of remuneration and compensation paid to the members of the Board of Directors for the ended financial year within the agenda of the General Assembly, so that it is approved by the General Assembly.
Ninth Item
Conduct an annual review of the necessary skills or experience requirements for membership on the Board of Directors, membership in independent and subcommittee positions, and executive leadership positions. Approving job descriptions for members of the board of directors, committee members and executive management positions with administrative reference to the CEO or one of the Board's committees. Determining strengths and weaknesses in the Board of Directors and committees, and proposing solutions to address them in accordance with the Bank's interest as needed.
Have the desire to pursue membership of the Board of Directors or its committees and be willing to carry out the tasks entrusted to him in the Board of Directors or its committees. No member of the Board of Directors may simultaneously be a member of the Board of Directors of more than five public companies. Recommending to the Board of Directors to nominate and reappoint members of the Board of Directors and committee members from outside the Board of Directors, including members of the Shariah Committee, in accordance with the approved policies and standards.
Approval of a description of the abilities and qualifications required for board and committee members from outside the board who hold executive management positions with administrative reference to the CEO or one of the board committees. Preparation of a description of the abilities and qualifications required for board and committee members from outside the board who hold executive management positions. The committee evaluates the performance of the Board and its committees on an annual basis, and it is advisable to use an external party to evaluate the performance on a larger scale once every (3) years.
Seeking assistance from experts, specialists or others to study matters pertaining to his duties and responsibilities after the approval of the Board of Administration. No changes can be made to them, except with the approval of the Board of Directors and the approval of the General Assembly of the Bank's shareholders.
Tenth Item
Entities, other than companies, owned by a member of the Board or any senior management of the bank or their relatives, or owned by the bank's external auditor. Non-joint-stock companies in which a member of the Board or a Senior Director of the bank or any of their relatives is a partner, or the bank's external auditor. Companies in which a member of the Board or a Senior Executive Director or any of their relatives is a member of the Board of Directors or is one of its senior executives.
Joint stock companies in which a member of the board of directors or a senior director or any of their relatives owns (5%) or more, subject to the provisions of paragraph (D) of this definition. Companies where a board member or a senior manager or any of their relatives has an influence on their decisions, even if it is only by giving advice or guidance. Any person whose advice or guidance influences the decisions of the bank, the board of directors and senior employees.
Entities other than companies owned by a member of the board or a member of the Shariah committee or a senior executive of the bank or their relatives. Limited companies in which the partner is a member of the board or a member of the Sharia committee or a senior executive director of the bank or any of their relatives. Companies in which a member of the board of directors or a member of the Sharia board or a senior executive or any of their relatives is a member of the board of directors or one of its senior executives.
Joint stock companies in which a member of the Board of Directors or a member of the Shariah Committee or a Senior Executive or any of their relatives holds (5%) or more, subject to the provisions of clause (E), mentioned above. Companies where a board member or a Shariah committee member or a senior manager or any of their relatives have an influence on their decisions, even if it is only by giving advice or guidance.
Twelfth Item
Osool & Bakheet Investment Company
Thirteenth Item
Dar Al Tamleek
Appendix of Items Fourteen & Fifteen
We have been appointed by Bank AlJazira (the “Bank”) to carry out a 'limited assurance engagement', as defined by International Standards for Assurance Engagements endorsed in Kingdom of Saudi Arabia, hereinafter referred to as the engagement, to report whether anything has come to our attention that leads us to believe that the subject matter set forth below (“Subject”), has not been reported and fairly presented in all material respects in accordance with the applicable criteria set forth below. The subject of the limited assurance appointment relates to the statement as attached in (Annexure 1), which was prepared by the Members of the Board of Directors (the “BOD”) of Bank AlJazira (the “Bank”) to be submitted to the Ordinary General Assembly Meeting, in respect of the transactions and contracts in which any of the members of the BOD of the Bank has a direct or indirect personal interest, took place during the year ending 31 December 2022, in order to comply with the requirements of Section (71) of the Companies Act. Such criteria are specifically designed to meet the requirements of Section (71) of the Companies Act; Accordingly, the subject information may not be suitable for another purpose.
Declaration submitted by the members of the BOD to the Ordinary General Meeting (Annex 1). The declarations submitted by the members of the Bank's BOD in respect of the transactions and contracts in which any of the members of the Bank's BOD has a direct or indirect personal interest. The management of the Bank is responsible for the selection of the criteria, and for the presentation of the subject matter above in accordance with those criteria, in all material respects.
This responsibility includes establishing and maintaining internal controls, maintaining adequate records and making estimates relevant to the preparation of the subject matter so that it is free from material misrepresentation, whether due to fraud or error. Our responsibility is to express a conclusion about the presentation of the Subject based on the evidence we have obtained. Those standards require us to plan and carry out our engagement to express a conclusion as to whether we are aware of any material changes that need to be made to the Subject in order for it to conform to the criteria, and to issue a report .
The nature, timing and extent of the procedures selected depend on our judgment, including an assessment of the risk of material misstatement, whether due to fraud or error. We have maintained our independence and confirmed that we have complied with the requirements of the Code of Ethics for Professional Accountants issued by the International Ethical Standards Board for Accountants, and have the required competencies and experience to perform this assurance engagement.
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