Corporate Governance
Board of Directors
The company is managed by a Board of Directors consisting of five members elected by the Ordinary General Assembly of shareholders for a period not exceeding four years, and re-election of board members is permissible. Additionally, the Transformational General Assembly held on (13/09/1443H) corresponding to (15/04/2022) appointed the first Board of Directors for a term of four years from the date of issuance of the ministerial decision announcing the company’s transformation into a joint-stock company. The Board of Directors holds its meetings at least four times a year.
Members of the Board of Directors
Board Composition and Classification of Its Members
The company is managed by a Board of Directors consisting of five members, three of whom are independent and two non-independent. The following table illustrates the composition of the Board of Directors and the classification of its members:
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Responsibilities and Duties of the Board of Directors
Subject to the powers vested in the General Assembly, the Board of Directors shall have the broadest powers necessary to manage the Company in a manner that achieves its objectives, formulate its policies, determine its investments, oversee its operations and assets, and conduct its affairs inside and outside the Kingdom.
The Board shall also have, including by way of example and not limitation, the authority to sign all types of contracts, documents, instruments, and agreements, including, without limitation, the articles of association of companies in which the Company participates, together with all amendments, annexes, and amendment resolutions thereto, and to sign agreements and instruments before the notary public and competent official authorities. The duties and competencies of the Board of Directors include the following:
- As stipulated in the Companies Law and the Company’s Articles of Association regarding the duties and authorities of the Board.
- Establishing the company’s plans, policies, strategies, and main objectives, supervising their implementation, and reviewing them periodically through:
- Developing the Company’s Overall Strategy, Main Business Plans, Risk Management Policies and Procedures, and Reviewing and Updating Them.
- Determining the Company’s Optimal Capital Structure, Its Strategies and Financial Objectives, and Approving Budgets of All Types.
- Overseeing the Company’s Capital Expenditures, Ownership of Assets, and Their Disposal.
- Setting Performance Objectives and Monitoring Implementation and Overall Performance in the Company.
- Periodic Review and Approval of the Company’s Organizational and Functional Structures.
- Ensuring the Availability of the Human and Financial Resources Necessary to Achieve the Company’s Objectives and Main Plans.
- Establishing systems and controls for internal oversight and general supervision, through:
- Establishing a written policy to address actual and potential conflicts of interest for members of the Board of Directors, Executive Management, and shareholders. This includes the misuse of the company’s assets and facilities, and improper conduct resulting from transactions with related parties.
- Ensuring the integrity of the financial and accounting systems, including systems related to financial reporting.
- Ensuring the implementation of appropriate control systems to measure and manage risks by developing a general framework of the risks that may face the company, creating a company-wide culture of risk management awareness, and presenting such matters transparently to stakeholders and related parties.
- Conducting an annual review of the effectiveness of the company’s internal control procedures.
- Developing clear and specific policies, standards, and procedures for Board membership in a manner that does not conflict with mandatory provisions in the regulatory bylaws, and implementing them after approval by the General Assembly.
- Establishing policies and procedures that ensure the company’s compliance with laws and regulations, its commitment to disclosing material information to shareholders and stakeholders, and verifying that the executive management adheres to them.
- Supervising the company’s financial management, cash flows, and its financial and credit relationships with third parties.
- Proposing to the Extraordinary General Assembly any matters related to increasing or reducing the company’s capital, or the early dissolution of the company before the term specified in the Articles of Association, or reporting on its continuity.
- Proposing to the Ordinary General Assembly any matters regarding the use of the company’s reserves if not allocated for a specific purpose in the Company’s Articles of Association, or in the case of establishing additional reserves or financial provisions for the company.
- Preparing and approving the company’s interim and annual financial statements before their publication.
- Ensuring the accuracy and integrity of data and information required to be disclosed in accordance with the applicable disclosure and transparency policies and procedures.
- Establishing effective communication channels that allow shareholders to continuously and periodically review the company’s various activities and any material developments.
- Forming specialized committees emanating from the Board through resolutions that specify the committee’s term, powers, responsibilities, and the Board’s oversight, including naming members, defining their tasks, rights, and duties, with periodic evaluation of the performance and work of these committees and their members.
- Determining the types of rewards granted to company employees, such as fixed bonuses, performance-related bonuses, and stock-based incentives, in a manner that does not conflict with the executive regulations of the Companies Law.
- Establishing the values and standards that govern work within the company.
- Preparation of the Board of Directors’ Report.
Board of Directors Meetings Held During the Fiscal Year 2025
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