Nominations and Remuneration Committee Overview of Committee Responsibilities
Board of Directors Remuneration Policy and Determination Mechanism The board member remuneration may be a specific amount , a meeting attendance allowance , an expense allowance , in-kind benefits , or a percentage of profits It is permissible to combine two or more of these benefits , though not exceed what is stipulated in the Companies Law and Regulations , in accordance with the policy and any amendments to it in the future The remuneration may be of varying amounts as per the policy The annual report of the Board of Directors to the General Assembly of Shareholders must include a comprehensive statement of all remunerations , expense allowances , and other benefits that board members received during the fiscal year , and must also include a statement of anything received by board members in their capacity as employees , administrators , or in exchange for technical , administrative , or consulting work (if any) , and it should also include a statement of the number of board sessions as well as the attendance records of each member from the date of the last meeting of the General Assembly If the remuneration for board members is to be a percentage of profits , the provisions of Paragraph (2) of Article Seventy-Six of the Companies Law and Article (45) of the Articles of Association must be taken into account , provided that it does not exceed the total amount received by one board member of all financial and in-kind rewards and benefits , set at 500 thousand SAR annually Ensure that independent board members are not remunerated through a percentage of the profits achieved by the company or in a manner that is based directly or indirectly on the company’s profitability Each member of the board , including its chairman , is entitled to the following remunerations 1. An annual remuneration , provided that the total amount received by a member of the Board of Directors of financial or in-kind rewards and benefits does not exceed the amount of 500 thousand SAR annually according to the regulations The Chairman of the Board and the heads of the committees may be granted additional remuneration in exchange for the responsibilities and work assigned to them 2. A remuneration of three thousand SAR per attendance per session 3. Travel and transportation allowance of three thousand SAR for those outside the meeting location city 4. Profits-related remuneration A specific percentage of net profits determined based on the recommendation of the Nominations and Remuneration Committee if the company achieves its profits after fulfilling the regulatory conditions and requirements, provided that the remuneration of the independent board members is not a percentage of the profits achieved by the company or be based directly or indirectly on the company ’ s profitability 5. The lump sum annual remuneration amount for any board member may be reviewed from one period to another based on a recommendation from the committee as per any variables related to performance , followed by receiving the approval of the General Assembly of Shareholders 6. The meeting attendance remuneration and any additional attendance allowance are paid on a quarterly basis , while the annual lump sum bonus is paid after the approval of the General Assembly of Shareholders Each board committee member is entitled to the following remunerations 1. An annual lump sum of 150 thousand SAR 2. A remuneration of three thousand SAR per attendance per session 3. The annual lump sum and session attendance remuneration are paid on a quarterly basis Board and committee members are entitled to the following allowances and benefits 1. The company bears the costs of travel tickets for board and committee members residing outside the city of Riyadh 2. The company shall bear the costs of accommodation and tickets for all members of the board , committees and executive management should the meeting be held outside the city of Riyadh Alternatively , the member may be given a lump sum , if preferred , provided that the amount does not exceed five thousand SAR 3. All round-trip travel tickets for board and committee members are to be in the first or business class The company also confirms that there is no deviation from this policy
01. The committee is responsible for the following regarding remuneration¬ • Prepare a clear remuneration policy for board members and all committees related to the board and executive management and present it to the Board of Directors for consideration prior to its approval by the General Assembly , provided that the policy takes into account performance standards , their disclosure , and verification of their implementation • Clarify the relationship of any rewards granted to the remuneration policy and indicate any deviation from this policy • Periodically review the remuneration policy and evaluate its effectiveness in achieving its objectives • Recommend to the Board the remuneration of its members , committees , and the company’s senior executives in accordance with the approved policies and regulations • Review and approve the CEO’s recommendations regarding financial rewards and benefits for senior executives , to be implemented by the CEO as per the established policy mentioned in the first bullet point above 02. The committee is responsible for the following regarding nominations¬ • Propose clear policies and qualifications for membership in the board and executive management • Recommend to the Board of Directors to nominate or re-nominate members in accordance with the approved policies and qualifications , taking into account to avoid nominating individuals who have previously been convicted of a crime involving breach of trust • Prepare a description of the competencies and qualifications required for board membership and executive management positions. • Determine the time that a member must devote to the Board of Directors • Review necessary skills and experience requirements for board membership and senior management positions on an annual basis. • Review the structure of the board , the executive management , and their committees and present to the board should any changes berecommended • Verify the impartiality of independent board members and ensure the absence of any conflict of interest if the member is also a board member in the board of another company. • Develop job descriptions for the board’s executive members , non-executive members , independent members and senior management • Establish procedures to refill positions in the event of a vacancy within the board membership or senior management • Identify the strengths and weaknesses of the board and propose solutions to address them consistent with the company’s interest through proposing the necessary mechanisms to evaluate the performance of the board , its members and committees on an annual basis The solutions should use appropriate performance measurement indicators linked to performance in achieving the company’s strategic objectives and the quality and adequacy of the internal control systems in order to identify strengths and weaknesses The results should be accompanied with a proposal to address them in line with the company’s interest • Review the remuneration of the board committees and recommend any amendments thereto and present them to the board for approval. • Provide an appropriate level of training and education for new members of the Board and its committees regarding the company’s scope and achievements , enabling them to perform their work effectively • Develop the necessary policies and procedures to allow each member of the board or executive management to attend training programs and courses on an ongoing basis for the purpose of developing their skills and knowledge in areas related to the scope or management of the company. 03. The committee is also responsible for the following tasks and responsibilities¬
• Assist the Board of Directors in developing and reviewing the company’s organizational structure • Monitor the implementation of the employee grievances policy and ensure its effectiveness
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