The Audit Committee in its new term has been formed by a resolution of the Ordinary General Assembly dated 28/12/2022 effective from the date of the OGM until 01/01/2026. The Extraordinary General Assembly has approved the revised charter of the Audit Committee during its meeting held on 09/01/1443H (corresponding to 17/08/2021G). We note that the members of the Audit Committee were elected at the previous Term on24/07/1441H (corresponding to 19/03/2020) for a period of three (3) years under the General Assembly’s extraordinary meeting.

Committee composition

In accordance with the Audit Committee’s Charter, the Audit committee shall consist of three to five members from among the shareholders or others, and shall not include any executive directors or senior executives. The Chairperson may not be a member of the Audit Committee, and any person who works or has worked in the Company’s Finance Department, the Executive Management or for the Company’s external auditor during the preceding two years may not be a member of the Audit Committee. The Audit Committee shall include at least one independent member and a member with experience in financial and accounting matters. The Audit Committee shall meet according to an approved annual schedule, with at least four (4) meetings per year.

Committee duties and responsibilities

The responsibilities of the Audit Committee are summarized as follows:

Financial Statements

1. Examining the interim, quarterly and annual financial statements submitted by the auditor and providing its recommendation to the Board of Directors and to the Ordinary General Assembly.
2. Considering the Company’s applicable accounting policies and providing opinions and recommendations to the Board of Directors thereon.

Internal Audit

1. Overseeing the Internal Audit Department and ensuring its independence in the performance of its tasks, and verifying that there are no restrictions or negative impact on its work.
2. Examining the Company’s internal and financial control system and disclosure and information technology systems, ensuring their adequacy for the conduct of the Company’s business, and submitting a recommendation to the Board in this regard.

Compliance

1. Reviewing the findings of the reports of monitoring authorities, and ensuring that the Company has taken the necessary measures thereabout.
2. Ensuring compliance of the Company and its employees with relevant laws and regulations and recommending the appropriate measures in case of non-compliance.
3. Ensuring the effectiveness of procedures followed by the Company to guard against claims, legal proceedings, and risks of non-compliance with relevant laws and regulations.
4. Reviewing proposed contracts and transactions between the Company and Related Parties and expressing the Committees opinion thereabout to the Board.
5. Regularly Examining the report of the Head of Governance and Compliance Department and taking decisions thereabout.
6. Reporting to the Board any issues in connection with what it deems necessary to take action on, and providing recommendations as to the steps that should be taken.

Results of annual internal audit procedure

Committee governance:

• Ensured Confirmation of Independence;
• Declared Potential Conflicts (where applicable).

Compliance reports:

• Reviewed all Code of Conduct Violations Cases presented to AC.

Financial Statements:

• Reviewed Financial Policies;
• Reviewed Financial Auditors Selection Proposals.
• Endorsed the Consolidated Financial Statements for Saudi Tadawul Group Holding Company.

Internal Audit Governance:

• Ensured that Internal Audit Governance documents (charters, policies) are updated and relevant;
• Reviewed and Approved Internal Audit Divisional KPIs and Performance Assessment.

Internal Audit Operations:

• The Internal Audit Division carried out planned audits in accordance with the Internal Audit plan and changes required during the year, as approved by the Saudi Tadawul Group Holding Company Audit Committee to evaluate, objectively and independently, the adequacy and effectiveness Of Internal Control Systems.
• Internal Audit Department reports functionally to Audit Committee and administratively to the Chief Executive Officer of Saudi Tadawul Group Holding Company. In carrying out its duties, Internal Audit ensured its independence and objectivity. The Internal Audit Division operates in accordance with International Internal Auditing Standards (IIA Standards). As part of its mandate, during the year, Audit Committee reviewed/approved following, but not limited to, deliverables/outputs:
  • Reviewed and Approved Annual Risk Assessment
  • Reviewed and Approved Internal Audit Plan;
  • Reviewed Internal Audit Progress Reports; and
  • Reviewed Resolution Progress of Observations
• Furthermore, Internal Audit maintains an internal quality assurance and improvement program, covering all aspects of the internal audit activities, to evaluate and continuously improve these activities.
• Internal Audit Division regularly issued audit progress reports to the Audit Committee during the year covering the audit plan progress, audit activities outcome and overall update/view on internal controls effectiveness and related subjects. The Internal Audit continued its significant progress made in closing and verifying audit findings along with strengthening the follow-up/closure process.

Audit Committee opinion

The internal control system has an important role to play in the success of any organization. Saudi Tadawul Group Holding Company is committed to ensuring an effective internal control system to achieve regulatory objectives, asset protection, accurate internal and external reporting, risk reduction and adherence to regulatory requirements.

The Audit Committee oversees the Internal Audit work, which periodically reviews the adequacy and effectiveness of the internal control system, to provide a continuous assessment of the internal control system and its effectiveness. The Committee also reviews the External Auditor’s reports and management letter, which might include any lack of internal control noted by the External Auditor as part of his internal controls assessment.

Based on the above, the Audit Committee believes that the internal control system within Saudi Tadawul Group Holding Company are appropriately designed and effectively serves organizational objectives, operational efficiency, financial reporting reliability and regulatory compliance without any material deficiency or material weakness.

The Audit Committee also extends its sincere thanks to the Board of Directors for its support to the Committee to fulfill its roles and responsibilities and the Executive Management for providing all the data requested to perform the duties of the Committee.

Members of the Audit Committee

The Audit Committee consists of the following members:

Members of the Committee for the new term

Name of member	Position
Mr. Omar M AlHoshan	Committee Chairperson – Non-Board Member
Mr. Hashem O Al-Hekail	Independent Member
Eng. Sultan A AlDeghaither	Independent Member
Mr. Abdulhameed S AlMuhaidib	Non-Board Member
Ms. Latifah H AlSabhan	Non-Board Member

Members of the Committee for the previous term

Name of member	Position
Mr. Yazeed A. Al-Humaid	Committee Chairperson – Non-Board Member
Mr. Hashem O. Al-Hekail	Independent Member
Dr. Abdullah A. Al-Shuwayer	Non-Board Member
Mr. Omar M. Al Hoshan	Non-Board Member
Mr. Abdulrahman M. Al-Odan	Non-Board Member

Member biographies

Biographies for the previous term:

Mr. Yazeed A Al-Humaid
Chairperson

Kindly Refer to the Board of Directors Biographies.

Mr. Hashem O Al-Hekail
Member

Kindly Refer to the Board of Directors Biographies.

Dr. Abdullah A. Al-Shuwayer
Member

Dr. Al-Shuwayer is currently the CEO of Ashmore Investment Saudi Arabia, after serving as the Chief Executive and Secretary General of the Higher Education Fund (HEF), the investment arm for 26 public Saudi universities, where he was responsible for managing its multi-asset-class, multi-market investment portfolio. Prior to this, Dr. Al-Shuwayer worked at multiple private and public entities such as the Ministry of Education in Saudi Arabia where he was a senior advisor in areas related to investment and financial affairs. He served as Chairperson and member of the Advisory Committee at the Capital Markets Authority (CMA).

In addition to these posts, Dr. Al-Shuwayer has served as a Board Director in companies in such sectors as technology, agriculture, hospitality, and real estate. He has also served as a fund Board Member for investment funds in the US and Saudi Arabia. He also worked as the Chairperson of Finance department and a faculty member at King Saud University, and a lecturer in finance and investment department at University of Wisconsin.

Dr. Al-Shuwayer holds a Ph.D. in Finance from the University of Wisconsin, MBA in Finance from the John Neff College of Business at the University of Toledo, BA in Finance from King Saud University, and is a CFA Charter holder. He has also completed multiple executive education programs at Harvard, INSEAD, IMD, and LBS.

Mr. Abdulrahman M. Al-Odan
Member

Mr. Abdulrahman Al-Odan is a Board Member of Tawuniya Insurance from 2020G. He is also the Owner and Manager of Kemet Corporation, A.N. Alodan Construction Company and Security House Trading Mr. Abdulrahman is a member of the Constitutional Committee of Small and Medium Enterprises from 2020G, and a Board Member of SNB starting from 2020G.

Mr. Al-Odan held several positions in Riyad Bank such as, IT Consultant, Information Technology Vice CEO, Transformation and Performance Improvement Program Executive Director, Solutions and Systems Department Director and the Development Program for Treasury, Investment and Trade Finance Systems Director in 2000G.

Mr. Abdulrahman also worked as the Manager of Systems Reengineering for the United Saudi Bank. He was also the Owner and a General Manager for Madar Communications Company, and Computer Operations Department Director and a System Programmer at Saudi Central Bank (SAMA), as well as working at Saudi Aramco as a System Analyst.

Mr. Al-Odan hold a Master degree in Computer Science from Florida Institute of Technology, USA -1985G- and a Bachelor’s Degree in Computer Science from Jacksonville University, USA.

Audit Committee meeting attendance

Number of meetings: 4 meetings

Name of member	Position	28 February 2022(*)	11 May 2022(*)	9 August 2022(*)	24 October 2022(*)
Mr. Yazeed A Al-Humaid	Committee Chairperson Non-Executive
Mr. Hashem O Al-Hekail	Independent Member
Dr. Abdullah A Al-Shuwayer	Non-Board Member
Mr. Omar M Al Hoshan	Non-Board Member
Mr. Abdulrahman M Al-Odan	Non-Board Member

(*) – Attended through communication means

 

The name and composition of the Committee has been reformed to be the Governance, Risk and Compliance Committee pursuant to the Board of Directors’ Resolution dated 02/01/2023. The previous committee composition was formed pursuant to the Board of Directors resolution dated 03/01/1443H (corresponding to11/08/2021). The Board of Directors approved the “amended” charter of the Risk Management Committee on 06/09/1443H (corresponding to 07/04/2022G).

Committee composition

In accordance with the Risk Management Committee’s Charter, The Committee shall be composed of three to five members, appointed by a Board of Directors Resolution, and that the chair and the majority of its members are non-executive members of the Board and the Chairperson of the Board may also not be the Chairperson of the Committee.

An independent member may not be a member of the Board or a senior executive of the Company or any of its Subsidiaries within the past two years, doesn’t own or represent a person subject to the monitoring of the Market or a first-degree relative of that person, may not be a first-degree relative of a member of the Company’s Board or a senior executive of the Company or any of its Subsidiaries.

Meetings of the Committee shall be convened at least every six months. The chairperson of the Committee may call for a meeting any time or when two or more members of the Committee request so.

Committee duties and responsibilities:

The responsibilities of the Risk Management Committee include, but are not limited to, the following:

• Supervising the work of the Company’s Risk and Security Department; evaluating the measures, policies and strategies for monitoring and managing risks; evaluating the mechanisms to address such risks as well as the methods for analyzing and recording them; ensuring the adequacy of such methods for the Company’s business; following up on corrective measures; making the necessary recommendations to the Board; reviewing and evaluating the Company’s Information Security Policy. Ensuring the verification of any risk incident as requested by the Board.
• Approve the evaluation criteria of the Risks and Security Department based on the proposal of the CEO of the Company and in accordance with the Company’s relevant policies.

Risk Management Committee members:

The Governance, Risk, and Compliance Committee consisting of the following members:

Members of the Committee for the new term

Name of member	Position
Ms. Rania M Nashar	Chairperson – Non-Executive
Mr. Xavier R Rolet	Member – Non-Executive
Eng. Khalid A AlHussan	Executive Member
Dr. Yahya A AlJabr	Non-Board Member
Ms. Maha M AlSudairi	Non-Board Member

Members of the Committee for the previous term

Name of member	Position
Ms. Rania M Nashar	Chairperson – Non-Executive
Mr. Xavier Rolet	Member – Non-Executive
Dr. Yahya Ali Ahmed Al-Jabr	Non-Board Member

Members biographies

Ms. Rania M Nashar
Chairperson

Kindly Refer to the Board of Directors Biographies.

Mr. Xavier R Rolet
Member

Kindly Refer to the Board of Directors Biographies.

Dr. Yahya A Al-Jabr
Member

Dr. Yahya Al-Jaber is a member of Risk Management Committee at Saudi Tadawul Holding Group. He is an Associate Professor of Accounting and served as the Deputy Secretary General, Saudi Organization for Certified Public Accountants (SOCPA).

Dr. Yahya Al-Jaber obtained a Bachelor’s in Accounting from King Saud University and a Master’s degree in Accounting from University of Miami. In addition to a Ph.D. in Accounting from University of Melbourne. He is also Certified a Public Accountant by the Saudi Organization for Certified Public Accountants (SOCPA), Certified Management Accountant (CMA) and Certified in Financial Management (CFM) by the US Institute of Management Accountants.

Risk Management Committee meeting attendance

Number of meetings: 3 meetings

Name of member	Position	29 March 2022(*)	27 July 2022(*)	2 November 2022(*)
Ms. Rania M Nashar	Chairperson – Non-Executive
Mr. Xavier R Rolet	Member – Non-Executive
Dr. Yahya A Al-Jabr	Non-Board Member

(*) – Attended through communication means

 

The Nomination and Remuneration Committee was reformed pursuant to the Board of Directors’ Resolution dated 02/01/2023. The previous committee was formed pursuant to the Board of Directors’ Resolution dated 03/01/1443H (corresponding to 11/08/2021G).

The Board approved the charter of the Nomination and Remuneration Committee on 29/12/1442H (corresponding to 08/08/2021G), which was approved by the Extraordinary General Assembly during its meeting held on 09/01/1443H (corresponding to 17/08/2021G).

Committee composition

Pursuant to the charter of the Nomination and Remuneration Committee, the committee consists of three to five Non-Executive Board Members, including at least one independent member. The Chairperson of the Board of Directors shall not be the Chairperson of the Nomination and Remuneration Committee. The members and Chairperson of the committee shall be appointed and dismissed by the Board of Directors.

Committee duties and responsibilities:

The responsibilities of the Nomination and Remuneration Committee include, but are not limited to, the following:

• Assist the Board in assessing the performance of the Board, its committees, as well as Executive Management and its performance in developing and implementing plans to identify and enhance the competencies of the Directors by recommending the necessary actions.
• Assessing the organizational structure of the Company and make the necessary recommendations to the Board.
• Proposing clear policies and criteria for membership in the Board of Directors, Executive Management and the Company’s representatives in the Subsidiaries.
• Making recommendations to the Board of Directors to nominate and re-nominate Directors in accordance with the approved policies and standards.
• Verifying on an annual basis that the Chairperson, Directors and those holding any other important administrative positions have no conflict of interest, verifying whether a Director is a member of the Board of Directors of another company and verifying the independence of the independent Directors and members of the Board Committees.
• Reviewing the compensation, retirement plan and incentive policies and plans for employees.
• Setting performance standards for the Company’s CEO, evaluate him/her based on such standards, and submit recommendations to the Board.

Nomination and Remuneration Committee members

The Nomination and Remuneration Committee consists of the following members:

Members of the Committee for the new term

Name of member	Position
Eng. Sultan A AlDeghaither	Chairperson – Independent
Mr. Mark S Makepeace	Member – Non-Executive
Mr. Bandar A Bin Mogrin	Non-Board Member

From 2 October 2022 until 1 January 2023:

Name of member	Position
Mr. Hashem O Al-Hekail*	Chairperson – Independent
Mr. Mark S Makepeace	Member – Non-Executive
Mr. Bandar A Bin Mogrin	Non-Board Member

* As per of the resignation of His Excellency Mr. Youssef A. Al-Bunyan, Mr. Hashem O. Al-Hekail was appointed as a member and Chairperson of the committee according to the Board resolution dated 02/10/2022 AD.

Until 28 September 2022

Name of member	Position
His Excellency Mr. Youssef A Al-Benyan	Chairperson – Non-Executive
Mr. Mark S Makepeace	Member – Non-Executive
Mr. Bandar A Bin Mogrin	Non-Board Member

Members biographies

Mr. Hashem O Al-Hekail
Chairperson

Kindly Refer to the Board of Directors Biographies.

His Excellency Mr. Yousef A Al-Benyan
Chairperson until 28 September 2022

Kindly Refer to the Board of Directors Biographies.

Mr. Mark S Makepeace
Member

Kindly Refer to the Board of Directors Biographies.

Mr. Bandar A Bin Mogrin
Member

Mr. Bander bin Mogrin has 16 years of experience in Shared Services, participated in many conferences in the Middle East, such as the “Opportunities in the Age of Globalization” conference, For the years of 2018 and 2019, he established several initiatives & the most important of which is the Leadership Visions Initiative for Human Capital.

Mr. Bander bin Mogrin is Head of Operations, Joint Services at the Public Investment Fund, Representatives of the Public Investment Fund and its subsidiaries, Member of the Nominations Committee 2016 – until now.

Member of the Board of Directors and Chairperson of the Nominations and Remunerations Committee at King Abdullah Financial District for the Management and Development of King Abdullah Financial District (KAFD) 2016 – present.

Member of the Board of Directors and Chairperson of the Nominations Committee at the Saudi Company for Technical Development and Investment (Technology) 2016 – until now.

Vice-Chairperson of the Board of Directors and member of the Nominations and Remunerations Committee of the Saudi Real Estate Company (SRICO) 2017-2022.

Member of the Human Capital and Remuneration Committee of the Sanabel Investment, Nominations and Remuneration Committee Member of Noon Investment Company 2017 – until now.

Member of the Nominations and Remuneration Committee of the Saudi Tadawul Group 2017 – until now.

Member of the Nominations and Remunerations Committee of the Downtown Development Company in Riyadh 2017-2020.

Member of the Board of Directors and the Nominations and Remunerations Committee of Gulf International Bank, Bahrain and Saudi Arabia 2018-present.

Member of the Board of Directors and the Nomination and Remuneration Committee of Jasara Company 2019 – to date.

Member of the Nominations and Remunerations Committee of the National Center for Privatization (NCP) 2019 – to date. Until now.

Member of the Nominations and Remunerations Committee at Qiddiya Company 2020 – to date.

Member of the Nominations and Remunerations Committee at the Decision Support Center at the Royal Court (DSC) 2020 – to date.

Member of the Nominations and Remunerations Committee at NEOM Company 2021 – to date.

Vice-Chairperson Member and Chairperson of the Nominations and Remuneration Committee of the Electronic Games Infrastructure Company (VoV) 2021 – present.

Member of the Nominations, Remuneration and Governance Committee (NRGC) of the Saudi Military Industries Company 2021 – to date.

Chairperson of the Board of Directors of the Sports Investment Company 2022 – to date.

Member of the Board of Directors and Chairperson of the Nominations Committee at the Saudi Company for Technical Development and Investment (Technology) 2016 – until now.

Member of the Board of Directors and the Nomination and Remuneration Committee of Gulf International Bank, Bahrain and the Kingdom of Saudi Arabia, 2018 – until now.

Member of the Board of Directors and the Nomination and Remuneration Committee of Jasara Company 2019 – to date.

Vice Chairperson of the Board of Directors and member of the Nominations and Remunerations Committee of the Saudi Real Estate Company (SRICO) 2017-2022.

Member of the Nominations and Remuneration Committee of the Aviation Services Company 2022 – to date.

Mr. Bander bin Mogrin was also the Head of Human Resources at Jadwa Investment and the General Manager, Human Resources and Support Services Department of National Commercial Bank Capital. In addition to his membership of the Nominations and Remunerations Committee at the Downtown Development Company in Riyadh.

He obtained a Bachelor’s Degree in a Double Major in Human Resources and Business Administration – Eastern Washington University-2000.

Nomination and Remuneration Committee meeting attendance

Number of meetings: 5 meetings

Name of member	Position	23 January 2022(*)	20 June 2022(*)	1 November 2022(*)	6 November 2022(*)	1 December 2022(*)
Mr. Hashem O Al-Hekail	Chairperson – Independent	–	–
His Excellency Mr. Youssef A Al-Benyan	Chairperson – Independent until 28 September 2022			–	–	–
Mr. Mark S Makepeace	Member – Non-Executive
Mr. Bandar A Bin Mogrin	Non-Board Member

(*) – Attended through communication means

 

The Investment Committee was reformed pursuant to the Board of Directors’ Resolution dated 02/01/2023. The previous committee was formed on 03/01/1443H (corresponding to 11/08/2021G).

Committee composition

In accordance with the Investment Committee’s Charter, The Committee shall be composed of three to five members by a resolution of the Board, including Board Members who are with an experience in the sector, mergers and acquisitions The Composition shall include an independent member specialized in mergers and acquisitions in addition to the CEO. The term of membership in the Committee shall be to the same as the term of the Board.

Committee duties and responsibilities:

The charter of the Investment Committee was approved on18/07/2022.

The Committee shall assume the following duties and responsibilities in accordance with the Investment Policy and the authority matrix approved by the Board:

• Provide recommendations to the Holding Company Board to approve the necessary policies for the Department.
• Recommend to the Holding Company Board to approve the investment policy and the authority matrix.
• Review and approve the investment strategy and decide on relevant matters.
• Overseeing the Holding Company’s investments in line with the approved investment policy.
• Recommend to the Board strategic investments (including mergers and acquisitions and joint ventures) that were not mentioned in the approved Investment Policy.
• Recommend to the Board of the funding mechanism related to any strategic investments mentioned above.
• The approval of the nomination process of the external advisors for the strategic investments and to approve their appointment and fees in accordance with the management recommendation.
• Appoint and dispose external investment managers for the Holding Company, follow up on their performance, approve their fees and terminate their duties.
• Study, review and make decisions on periodic reports prepared by the Department.
• Prepare an annual report on the Committee’s activities, details of investment strategies, performance and recommendations on its duties and submit it to the Board.

Investment Committee members

The Investment Committee consists of the following members:

Members of the Committee for the new term

Name of member	Position
Mrs. Sarah J Al-Suhaimi	Chairperson – Independent
Mr. Yazeed A AlHumied	Member – Non-Executive
Mr. Sabti S Al-Sabti	Member – Non-Executive
Eng. Khalid A Al-Hussan	Member – Executive
Mr. Fahad I AlJomaih	Non-Board Member

Members of the Committee for the previous term

Name of member	Position
Mrs. Sarah J Al-Suhaimi	Chairperson – Independent
Mr. Sabti S Al-Sabti	Member – Non-Executive
Eng. Khalid A Al-Hussan	Member – Executive
Mr. Rayan S Al-Rasheed	Non-Board Member
Mr. Fahad I AlJomaih	Non-Board Member

Members biographies

Mrs. Sarah J. Al-Suhaimi
Chairperson

Kindly Refer to the Board of Directors Biographies.

Mr. Yazeed A. AlHumied
Member

Kindly Refer to the Board of Directors Biographies.

Mr. Sabti S. Al-Sabti
Member

Kindly Refer to the Board of Directors Biographies.

Eng. Khalid A. Al-Hussan
Member

Kindly Refer to the Board of Directors Biographies.

Mr. Rayan S. Al-Rasheed
Member

Mr. Rayan Alrasheed is the CEO of Value Capital Partners (“VCP”). Prior to joining VCP, Mr. Alrasheed was the CIO of Awqaf Investment Company where he managed a global multi-asset portfolio.

Mr. Alrasheed has held several other positions within the investment industry, serving as a Director in the Private Equity & Investment Banking Division at Jadwa Investment, as well as head of the financial sector unit of the Corporate Finance Division of the Capital Market Authority.

Mr. Alrasheed serves on several Boards and committees including the Board and Executive Committee of the National Tri-generation Company, the Investment Committee of Saudi Tadawul Group and the Investment committee of the Health Endowment fund.

Mr. Alrasheed holds a bachelor’s in Finance from King Fahd University of Petroleum and Minerals, and an MBA from Stanford University.

Mr. Fahad I. AlJomaih
Member

Mr. Fahad Aljomaih is the Senior Vice President MENDA Direct Investments in Public Investment Fund, Mr. Aljomaih has several other positions, serving as Board Member (“D360”) as well as Investment Committee Member in Saudi Tadawul Group, Board Member in Pergola Holding, Board Member in International Refreshment Company, Board Member in Aljomaih Equipment Company.

Mr. Aljomaih has held several other positions serving Director and Head of Investments in Abdul Latif Jameel Investments, Investment Committee Member in Abdul Latif Jameel Land. as well as Vice President Investment Banking in Saudi Fransi Capital, and several other positions in Saudi Fransi Capital, FALCOM Financial Services.

Mr. Aljomaih holds a Bachelor of Science in Business Administration from Northeastern University, and a Master of Science in International Securities, Investments and Banking from University of Reading, Master in Business Administration (MBA) from University of Portsmouth.

Investment Committee meetings attendance

Number of meetings: 6 meetings

Name of member	Position	27 January 2022(*)	15 February 2022(*)	8 March 2022(*)	17 July 2022(*)	15 November 2022(*)	29 November 2022(*)
Mrs. Sarah J Al-Suhaimi	Chairperson – Independent
Mr. Sabti S Al-Sabti	Member – Non-Executive
Eng. Khalid A Al-Hussan	Member – Executive
Mr. Rayan S Al-Rasheed**	Member – Independent – Non-Board Member	–	–
Mr. Fahad I AlJomaih***	Member – Non-Executive – Non-Board Member	–	–	–

(*) – Attended through communication means

** Mr. Rayan S Al-Rasheed was appointed on 3 January 2022.

*** Mr. Fahad I AlJomaih was appointed on 9 June 2022.

 

Pursuant to the Board of Directors and Committees Remuneration Policy which was approved at the General Assembly dated 17 August 2021, the Directors receive an annual remuneration of SAR 250,000 (excluding the attendance allowance) by virtue of their positions as members of the Board and in consideration for their contribution to the business of the Board. The Chairperson receives an additional annual remuneration of SAR 100,000. Attendance and transportation allowances shall be determined in accordance with the applicable laws, decisions and directions specified by the competent authorities of the Kingdom. Each Director shall receive SAR 3,000 as an attendance allowance for each meeting of the Board of Directors, whether the Director attends in person or participates in the meeting through any remote communication channel.

Remunerations Mechanism

The Remuneration Policy for the Board, its Committees and Executive Management shall be performance-related standards, disclosure and verification of their implementation taken into account the following:

• Being consistent with the Company’s strategy and objectives.
• Being consistent with the magnitude, nature and level of risks faced by the Company.
• Acquiring and maintaining the Board members and executive management, and encouraging them to achieve the success of the Holding company, its shareholders and its long-term development.
• Determine remuneration based on job level, duties and responsibilities, educational qualifications, practical.