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Board of directors membership policies



Board of directors’ membership terms and conditions:

In addition to the regulations mentioned in the board of directors’ formation, a board member is required to comply with the below conditions:

  • A member should own a number of shares with a nominal value that is not less than 10.000 SR, to be deposited in the 30 days that follow the member’s appointment at the Securities Depository Center. These shares are allocated to guarantee the responsibility of the board members and remain non-negotiable shares until the liability suit expires or when it is settled
  • He should not be a board member in more than five limited liability companies
  • He must be fully competent by law
  • He should not have been convicted of a crime involving moral turpitude or dishonesty

Nomination procedures for board of directors’ membership:

  • The candidate should have sufficient professional experience and relevant academic degrees that contribute in advancing and developing the company’s ability to perform at its best
  • Candidates will announce their candidacy for the company’s board membership by notifying the company’s management, at least 30 days prior to the general assembly convening. The notification should include candidate profile description, qualifications and experience in the company’s field of business
  • Candidates who previously served as board members in any limited liability companies should indicate the dates and number of the board members he was part of. In case he was a member in other boards of directors, the candidate is required to provide a statement from the company’s management about the last session who took part in, in addition to the following information:
    • Number of the board members’ meetings that took place each year he was member, in addition to the board meetings he attended and his rate of attendance in total
    • The standing committees he took part in, the number of meetings each committee set up each year of the session
    • The committee of candidacy and rewards will review the nominations presented according to the previous regulations then will determine the list of candidates’ names who will be subject to voting by the general assembly, once the list is reviewed by the ministry of commerce and industry
  • The committee of candidacy and rewards will review the nominations presented according to the previous regulations then will determine the list of candidates’ names who will be subject to voting by the general assembly, once the list is reviewed by the ministry of commerce and industry

End of membership in the board of directors:

  • Membership in the board of directors ends in these following cases:
    • End of membership period
    • Member’s resignation
    • Member’s decease
    • Loss of one or more conditions for membership
    • Member’s absence in three consecutive meetings in one session without an acceptable excuse
    • Member’s isolation by the general assembly
  • The board of directors should fill in any vacancy in the board by appointing a temporary member, till this appointment is presented at the ordinary general assembly’s first meeting for approval so that the new member completes the term of his predecessor. In case, the number of board members dropped to the minimum needed for board meetings, it is obligatory to call for another ordinary general assembly as soon as possible, in order to appoint the necessary number of members
  • When the membership of one of the board members comes to an end under any circumstances, the company must inform the commission and the market immediately by declaring the reasons behind it