|In the presence of the provisions governing membership of the Board of Directors stipulated in the Companies Law and the Corporate Governance Regulations, the conditions, and procedures for nomination for membership of the Board of Directors are as follows:|
First: The Nomination conditions of the Board of Directors membership:
- Fulfilling the criteria set out in the Board Membership Policy approved by the General Assembly. (attached)
- The nominated member shall not be a member of the Boards of Directors of more than five listed joint-stock companies at the same time.
- Minimum Qualifications: Bachelor's degree in Management (Finance or Business), Engineering or in a related field, or have equivalent experience.
- Minimum experience: an experience of not less than ten years in the business sector, and to have knowledge of the financial aspects, and knowledge of the company's business and activities.
- Specific job skills: Fluent in reading and speaking Arabic and English.
- The ability to allocate the necessary time to fulfill the responsibilities dictated by his membership in the Board and its subcommittees.
Second: The nomination procedures for the Board of Directors membership:
Submit the nomination request during the period specified above to the Nomination and Remuneration Committee, and attach all the following documents:
- A signed letter to the Nomination and Remuneration Committee stating his\her wish to be nominated (attached),
- The nominee's CV, including information about his/her profession, the main job he\she is currently occupying, his\her qualifications, and experience in the company's business.
- Submit Form No. (1) CV (attached).
- Submit the signed Form No. (3) issued by the CMA for Board membership nomination (attached), and which can be found on the CMA’s website (https://cma.org.sa/RulesRegulations/FormsSite/Pages/default.aspx).
- Submit a statement containing details of the number and dates of memberships on the boards of directors of other joint-stock companies and the committees that he\she has assumed or still a member of.
- Submit a statement containing details of companies or institutions that the Nominee manages or owns, and which conduct similar business to the Company.
- The nominee shall disclose to the Board and the General Assembly any cases of conflicts of interest, including having a direct or indirect interest in the contracts and businesses entered for the benefit of the Company. Or engaging in business that may compete with the Company or any of its activities.
- An explanation of any relationship that he\she has with one of the group's major shareholders, or one of its external auditors.
- Attach clear photocopies of valid national ID card, family card (if applicable), and passport (for non-Saudi) and the contact numbers of the nominee and photo of the nominee.
- All documents and certificates attached to the nomination request must be in Arabic and certified by the official authorities, and the nominee must provide a certified Arabic translation of any documents written in a foreign language.
- If the nominee has previously held the membership of the Board of Directors of the Saudi Investment Industrial Group, he\she must attach to the candidacy application a statement from the company’s management about the last term in which he\she became a member of the Board, including the following information:
1. The number of board meetings that took place during each of the years of the session, the number of meetings attended by the member originally, and his\her attendance rate for the total meetings.
2. The committees in which the member participated, the number of meetings held by each of those committees during each year of the session, the number of meetings he\she attended, and his\her attendance rate to the total number of meetings.
It is necessary for the nominee to be familiar with and to comply with the relevant laws and regulations including Capital Market Authority regulations and Nomination and Remuneration Committee charter. The nominees are responsible to comply with the above.
The Remuneration and Nomination Committee will review the nomination request submitted to it, according to paragraph (2) of Article (65) of the Corporate Governance Regulations stated that the competences of the nomination committee shall include providing recommendations to the Board for the nomination or re-nomination of its members in accordance with approved policies and standards, considering that nomination shall not include any person convicted of a crime involving moral turpitude or dishonesty.
Votes at the General Assembly may only be cast for nominees who have been nominated for the membership of the Board of Directors in accordance with the previous conditions and criteria.