Corporate Governance
Partially Applied
Not Applied
# Article Number
Article Description
In accordance to CMA requirements and regulations and our commitment to the ethical disclosure and transparency practices , we divulge the following to our valued shareholders 1: Provisions of the Corporate Governance Regulations and the extent of the company’s compliance with them The following table is a detailed breakdown of our compliance with the Saudi Corporate Governance Regulations issued by the Capital Market Authority
The article serves as a guidance currently When it is required , the company will implement it
1) Forming committees or holding specialized workshops to gather ARDCO employee feedback and discuss issues and topics related to key corporate decisions
Eighty-Second / Employee Motivation
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7
2) Programs for granting employees shares in the company or a share of profits as well as retirement programs , in addition to establishing an independent fund to finance said programs
The article serves as a guidance currently When it is required , the company will implement it
Eighty-Second / Employee Motivation
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8
The article serves as a guidance currently When it is required , the company will implement it
Eighty-Second / Employee Motivation
✓
3) Establishing social institutions for the company employees
Partially Applied
Not Applied
9
# Article Number
Article Description
2) Establish necessary mechanisms for both the members of the Board of Directors and the Executive Management to attend training programs and courses on an ongoing basis in order to acclimate their skills and knowledge in areas related to the company’s scope of work. a) The Board of Directors , based on the proposal of the Nominations & Remuneration Committee , shall establish the necessary mechanisms to evaluate the performance of the Board on an annual basis , including its members , committees , and executive management. This is done through appropriate performance measurement indicators measuring success in achieving the company’s strategic objectives , risk management performance , adequacy of internal control systems , etc. , provided that strengths and weaknesses are identified and addressed in a manner consistent with the company’s interest.
The article serves as a guidance currently. When it is required , the company will implement it.
The Ordinary General Assembly , based on a proposal from the Board of Directors , establishes a policy that ensures balance between its objectives and the objectives of the broader community for the purpose of developing the social and economic conditions of the community
Thirty-Seventh / Training
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1
✓
Eighty-Fourth / Social Responsibility
It will be adopted when it is deemed mandatory
10
The article serves as a guidance currently When it is required , the company will implement it
1) Setting measurement indicators linking the company’s performance in its social work initiatives , comparing such efforts to other companies with a similar scope
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Eighty-Fifth / Social Work Initiatives
Evaluation is carried out without identifying performance measurement indicators.
11
Thirty-Ninth / Evaluation
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2
The article serves as a guidance currently When it is required , the company will implement it
2) Disclosure of social responsibility objectives adopted by the company to its employees , providing them with awareness and education on the subject
✓
Eighty-Fifth / Social Work Initiatives
12
The article serves as a guidance currently. When it is required , the company will implement it.
✓
Thirty-Ninth / Evaluation
e) The Board of Directors shall make the necessary arrangements to have its performance evaluated from a suitable third party every three years.
3
The article serves as a guidance currently When it is required , the company will implement it
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Eighty-Fifth / Social Work Initiatives
3) Disclosure of plans to achieve social responsibility in periodic reports related to the company’s activities
13
By decision of the company’s Board of Directors , a committee called the Risk Management Committee shall be formed , of which the chairman and majority of its members shall include non-executive members of the Board of Directors. Its members are required to have a sufficient level of knowledge of risk management and financial affairs.
Sixty-Seventh / Risk Management Committee Establishment
Risk control falls within the jurisdiction of the Audit Committee.
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4
The article serves as a guidance currently When it is required , the company will implement it Monitoring governance and updating its requirements falls within the responsibilities of the legal department The company does not have a governance committee When it is mandatory , it shall be formed
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Eighty-Fifth / Social Work Initiatives
4) Develop community awareness programs to bring awareness to the company’s social responsibility
14
Sixty-Ninth / Risk Management Committee Meetings
The risk register is presented to the Audit Committee and the Board of Directors annually. The internal audit system requires that the report be presented to the audit committee , whereafter the audit committee shall present the key findings to the Board of Directors.
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The Risk Management Committee meets periodically , at least every six months , and whenever necessary.
5
Should the Board of Directors form a committee specialized in corporate governance , it must delegate to it the powers stipulated in accordance with Article Ninety-Four of these regulations The committee must follow up on any issues related to governance applications and provide the Board of Directors with its reports and recommendations at minimum on an annual basis
Ninety-Second / Corporate Governance Committee Establishment
b) The internal audit unit or department shall prepare and submit a written report to the Board of Directors and the Audit Committee regarding audit operations conducted during the fiscal year and compare them with the approved plan , indicating the reasons for any violation or deviation from the plan , if any , during the quarter following the end of the relevant fiscal year.
✓
15
Seventy-Fifth / Internal Audit Report
✓
6
35
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