COMMITTEES

Audit Committee

Head of Committee :

Bashar Naser Al-Tuwaijri

Committee Members :

Talal Sultan Ali AlShehab

Abdullah Ali Abdullah Alsane

Hamad Mohamed Al-Saad

No. of Meetings :

3

Tasks

  • Review financial statements before submission to the Board of Directors and provide suggestions and recommendations.
  • Recommend to the Board of Directors the appointment or re- appointment of external auditors or their replacement in addition to determining their fees.
  • Follow-up the work of the external auditors to assure that auditing is the only service they are providing for the company
  • Study the applied accounting policies and provide the Board of Directors with suggestions and recommendations thereon.
  • Assess the efficiency of the internal control systems applied within the company and prepare a report containing the Committee's opinions and recommendations.
  • Review audit plans proposed by the internal auditor and provide comments.
Risk Committee

Head of Committee :

Bashar Naser Al-Tuwaijri

Committee Members :

Talal Sultan Ali AlShehab

Abdullah Ali Abdullah Alsane

Hamad Mohamed Al-Saad (Committee secretary)

No. of Meetings :

4

Tasks

  • Prepare and review strategies and risk management policies prior to obtaining the Board of Directors' approval, follow up on their implementation and make sure that they are suitable for the size and nature of company activity.
  • Ensure the availability of adequate resources and systems to manage the risks.
  • Assist the Board of Directors to identify and assess the acceptable levels of risk at the company, and make sure not to exceed these levels after being approved by the Board of Directors.
  • Review the Risk Management Dept. organizational structure and provide recommendations thereon prior to obtaining Board of Directors' approval.
  • Ensure the independence of the risk management Dept. staff from activities that might expose the Company to risk.
  • Prepare periodic reports on the nature of risks faced by the company and obtain the Board of Directors' approval thereon.
  • Review the issues raised by the Audit Committee that are related or might affect the Risk Management Dept. in the company.

Corporate Governance committee

Head of Committee :

Yousif Abdullatif Al-Shayaa

Committee Members :

Abdul Fatah Mohamed-Rafie Marafi

Talal Sultan Ali AlShehab

Hamad Mohamed Al-Saad (Committee secretary)

No. of Meetings :

2

Tasks

  • Ensure that the standards and applications of governance that are approved by the Board of Directors are consistent with CMA corporate governance regulations requirements.
  • Supervise the preparation , application, review and update of governance policy.
  • Coordinate with the Audit Committee to ensure commitment to governance policy.
  • Follow-up the performance of the Board of Directors and executive management members in accordance with Key Performance Indicators (KPIs).
  • Follow up any issues related to governance and prepare annual report of the results reached.
  • Prepare annual report that includes the requirements and procedures for completion of corporate governance rules and reveals the extent of the company's adherence thereto. This report should be included in the company's annual activity report.
  • Governance Committee will hold regular meetings at least twice annually and whenever deemed necessary. The minutes of its meetings should be recorded .
Nominations & Remuneration Committee

Head of Committee :

Abdul Fatah Mohamed-Rafie Marafi

Committee Members :

Bashar Naser Al-Tuwaijri

Talal Sultan Ali AlShehab

Hamad Mohamed Al-Saad (Committee secretary)

No. of Meetings :

1

Tasks

  • To recommend the nomination and re-nomination of the Board of Directors, Executive Management and Board Committees, taking into account the rules of integrity and efficiency contained within CMA instructions, the number of attendance and effective participation.
  • Develop a clear policy to reward Board members and senior executives.
  • Identify the different segments of rewards
  • Annual review of the remuneration policy and assessment of its effectiveness in attracting manpower and achieving goals.
  • Prepare annual report detailing all the bonuses granted to Board members and Executive Management