Board of Directors
التاريخ
| Article (3) | The board of directors of the company shall be responsible to set the general policies of the company and supervise the execution thereof. To achieve that, the board of directors shall acquire the responsibilities and authorities stipulated in the Act, Regulations, Instructions and Decisions issued by virtue of any of them and the legislation relevant to the business and activities of the company, provided that such responsibilities and authorities shall include the following as a minimum:- | ||
| A- | Establishing strategic objectives of the company, the necessary procedures for supervising and evaluating the compliance of such, provided that such objectives and the adherence to it shall be reviewed and evaluated annually or during the year, if necessary. | ||
| B- | Appointing the general manager of the company, and approving the appointment of the deputy general manager and the assistant general manager upon recommendation of the general manager. | ||
| C- | Approving the organizational structure of the company and setting the internal regulations and instructions to specify the duties and responsibilities of the executive body of the company, in order to achieve the administrative and financial monitoring over its business. | ||
| D- | Adopting measures to specify the amount of compensation determined for the members of the board of directors and the executive management including salaries, allowances, remunerations and other privileges in a manner that preserve the interest, goals and objectives of the company and in accordance with the relevant legislation. | ||
| E- |
Setting the necessary procedures to ascertain that no member of the board of directors or the executive management is gaining any personal benefit at the expense of company and its objectives. | ||
| F- | Setting procedures that ensure that the company is complying with the provisions of the Act, Regulations, Instructions and Decisions issued by virtue of any of them, and with the provisions of any legislation relevant to business and activities of the company. | ||
| G- | Ascertaining the availability of a risk management system suiting the volume of business and the nature of activity of the company, covering all the transactions of the company, and avail an effective mechanism to ascertain a periodical evaluation for the risk management policy of the company. | ||
| H- | Taking the necessary procedures for disclosure of information regarding the financial position of the company and providing the concerned entities with such, in due time. | ||
| I- | Determining a mechanism for the members of the board of directors, either individually or as a group, if necessary, to get technical consultations from entities outside the company in order to improve the performance of their duties, provided that such consultations shall be on the expense of the company. | ||
| J- | Contacting the relevant regulatory and supervisory entities, if the board of directors so deemed. | ||
| K- | Establishing the necessary committees to execute functions of the board of directors, provided that the board of directors specifies the responsibilities of these committees and the mechanism of their work. | ||
| L- | Setting a business plan to implement the standards of corporate governance mentioned in these Instructions and the relevant legislation as well as reviewing and evaluating the scope of implementation annually. | ||
| Article (4) | Subject to the provisions of Articles (31) and (32) of the Act and the relevant legislation:- | ||
| A- | The company abides that the board of directors shall consist of an appropriate number of qualified members not less than seven members. Those members shall have the necessary knowledge, experience and skills to supervise and follow up on the affairs of the company. | ||
| B- | 1. | The number of the independent members at the board of directors shall not be less than one third of the board other than the members of the executive management. | |
| 2. | For purposes of these Instructions, the independent member shall mean the member who has no relationship with the company or with any other affiliated company or its directors, any relationship that affects or could affect his independency in making decisions. | ||
| C- | For purposes of paragraph (B) of this Article, the following cases shall be considered to affect the independency of the board member:- | ||
| 1. | If the board member is an employee in the company or in any other affiliated company during the period as a board member or during the two previous financial years. | ||
| 2. | If the board member is related to a senior employee in the company or in an affiliated company, by marriage or family relationship up to the second degree, which exists for the last three financial years. | ||
| 3. | If the board member acquires (5%) or more of the stocks of the company. | ||
| 4. | If the board member has control over the company. | ||
| 5. | If there is a consultancy relationship, direct or indirect commercial interest between the board member of the company and the company or any other affiliated company, or if the independent member accepted any remuneration or compensation from the company or any affiliated company other than the remuneration or compensation for services provided to the board of directors for the current year or during the last three financial years. | ||
| D- | The board of directors, notwithstanding the existing of one or more of the cases mentioned in paragraph (C) of this Article in the board member, may consider a member to be independent, provided that the board shall fully disclose the situation of that member and justify the reasons for considering that member to be independent. | ||
| E- |
The chairman of the board of directors shall not be a member of the executive management. | ||
sdc ref id
312
Last update Thursday on 23-11-2023 at 15:26:57
