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Board Committees



Compensation & Benefits Committee

The Compensation & Benefits Committee includes the following members:

  • Mr. Fahad Althunaya, Chairman
  • Mr. Samir Kabbani, Board Member
  • Mr. Abdulwahab Alrajhi, Board Member
  • Eng. Abdulaziz Albabtain, Managing Director

Only members of the committee are entitled to attend committee meetings, although the committee may invite other Directors, managers and advisors to attend and frequently do so.

The duties of the Remuneration & Appointment Committee include:

  • proposals for the remuneration policy of the Executive Team and the individual Board members
  • compiling the remuneration report
  • selecting and appointing the members (including drawing up appointment criteria and procedures) of the Executive Team and the external Supervisory Board members
  • regular evaluation of the size and composition of the Supervisory Board, the Supervisory Board Committees and the Executive team
  • regular evaluation of the functioning of the Executive Team and the Supervisory Board and the individual members of both these Boards and the Supervisory Board’s committees
  • preparation of the decision making regarding the Executive Board remuneration policy; and
  • supervision of the Executive Team’s remuneration policy, selection criteria and appointment procedures for members of the senior management

Audit Committee

The Audit Committee is a vital part of NADEC’s commitment to strong Corporate Governance, its members are:

  • Mr. Saad Al Sabti, Chairman
  • Mr. Abdulrahman AL-Sakran
  • Mr. Abdulwahab Alrajhi

Only members of the committee are entitled to attend committee meetings, although the committee may invite other Directors, managers and advisors to attend and frequently do so.

The duties of the Audit Committee are of a preparatory nature and relate to:

  • the accuracy and completeness of the financial reporting
  • compliance with recommendations from the Corporate Internal Audit department and the external auditor
  • the administrative organisation
  • the functioning of the internal risk management and control systems
  • compliance with legislation and regulations, the policy in respect of tax planning
  • financing and application of information and communication technology
  • the role and functioning of the internal auditor; and
  • the appointment of and relationship with the external auditor (including the auditor’s independence, remuneration and any audit tasks)

The Audit Committee is the first contact point for the external auditor should the audit reveal irregularities in the Company’s financial reporting. Ernst & Young has been the external auditor for NADEC since 2008.

Internal Control

NADEC has a modern, professional Internal Audit department that review controls and activities established by the Company to manage the risks that it has identified to its business objectives. The Internal Audit Plan is aligned to the three key themes of Corporate Governance, Risk Management and Internal Control. The Chief Audit Executive provides an annual statement on the adequacy and effectiveness of the Company’s Corporate Governance, Risk Management and Internal Control processes. Deloitte has supported internal audit at NADEC since 2008.

The Chief Audit Executive reports directly to the Audit Committee and formally presents the results of the Annual Plan of internal control reviews four to six times a year, with a summary audit opinion for the year at the first Audit Committee for the preceding year in the January meeting. The Audit Committee fully discharge its responsibilities and in particular supervise the internal audit function in relation to the annual review of internal controls to ensure its effectiveness in executing activities and duties as specified by the Board. The Internal Audit Annual Report is reviewed by the Audit Committee and is made available to the Board of Directors following the first Audit Committee of each calendar year.