Savola Group Announces the opening of nomination for membership to the Board of Directors for the next office term
|Introduction||The Savola Group (the "Group") is pleased to announce to its shareholders, the opening of nomination for the Board of Directors membership for the new term of office beginning from 1st of July 2019 (for three Georgian years) and ending on 30th of June 2022, in accordance with the controls and procedures set out in the laws and regulations in particular those stipulated in the Companies’ Law and Corporate Governance Regulations issued by the Capital Market Authority (CMA) as well as the policies, standards, and procedures for Board membership (attached) |
The new Board members will be elected in the next General Assembly meeting, which will be announced later after securing the necessary approvals from the concerned legal authorities.
|Type of Assembly||New Session|
|Assembly Start Date||2019-07-01 Corresponding to 1440-10-28|
|Assembly End Date||2022-06-30 Corresponding to 1443-12-01|
|Number of members||11|
|Application Start Date||2019-02-10 Corresponding to 1440-06-05|
|Application End Date||2019-03-11 Corresponding to 1440-07-04|
|Applications Submission Method||The applications for Board membership nomination and its attachments and forms must be submitted to the Secretary of the Remuneration, Nomination Committee "RNC" at the Company address as follows: |
Savola Group , 2444 Taha Kusaifan-Ashati
Unit No. 15 , Jeddah 23511-7333
Ashati District, Jeddah, Prince Faisal Bin Fahd Road,
Or to be sent to the mentioned above address or through the following email (email@example.com)
Direct phone: 012-2687797
Fax No.: 012-2687828
|Application Requirements||In accordance to the standards and conditions set out in the Companies’ Law, Corporate Governance Regulations, and Listing Rules issued by CMA, the Savola Group’s Policies, Standards, and Procedures for board membership (attached) include, but are not limited to the following standards and criteria: |
1-Each shareholder shall have the right to nominate himself or other person(s) for membership to the board of directors, to the extent of his shareholding in the capital.
2-The nominee shall have sufficient time that enable him/her to participate effectively in the Board activities.
3-The nominee shall not have been previously convicted of a crime of dishonesty, declared bankruptcy or insolvency, or deemed unfit for the board membership in accordance with any law or instructions applied in the Kingdom.
4-The nominee shall not be a member of the boards of more than five listed joint stock companies at the same time.
5-The nominee shall be a natural person of at least 25 years of age, whether he/she applying in his/her personal capacity or as a representative of a legal personality.
6-The nominee shall not suffer from any health issue that may hinder him/her from performing his/her duties and responsibilities.
Shareholders with a desire to nominate themselves or any other person on their behalf in accordance with his/her ownership percentage for the Board membership shall submit their nomination application to the company address during working hours and the application should include the following:
1-An introduction of the nominee with respect to his/her curriculum vitae, his/her qualifications and his/her work experience in the area of the Company's business) such documents shall be submitted in Arabic language.
2-A person who desires to nominate himself/herself for the membership of the Board shall disclose to the Board or the General Assembly any cases of conflicts of interest, including:
a.Having direct or indirect interest in the contracts and businesses entered into for the benefit of the Company in which he/she desires to be nominated to the Board.
b. Engaging in business that may compete with the Company or any of its activities.
3-Any nominee who is a previous board member of a Joint Stock Company shall state the names and dates of the boards in which he was a member.
4-Names of Joint Stock Company or companies in which the nominee still acts as a member of its Board of Directors.
5-Any nominee who has served as a board member in the Company shall enclose with the nomination notice a statement from the Company management on the last Board office term in which he/she was a board member including the following:
a.The number of Board meetings held during each year of the Board office term.
b.The number of meetings attended by the member, and the percentage of his attendance of the total meetings.
c.The committees in which the member participated, the number of meetings held by each of these committees during each year of the Board office term, the number of meetings attended and the attendance percentage of the total number of meetings
6-Membership type shall be clarified upon nomination, i.e. if the nominee is an executive member, a non-executive member, or an independent member.
7-The membership nature shall be clarified, i.e. if the member is a nominee for himself /herself or he/she represents a legal person
8-The nominees must fill out form (3) and (1) issued by the CMA attached which can be obtained through the following link (http://www.cma.org.sa/).
9-Attach with the nomination request, a clear and valid copy of his national ID, family card and passport signed by the nominee and his contact information.
It’s worth mentioning that the Group Remuneration and Nomination Committee (RNC) will take into consideration the above requirements and conditions in the nominees as well as the Corporate Governance Regulation independency requirements so that at least one third of the members are independents and the majority are non-executive.
The voting in the General Assembly meeting of the new board term will be limited on the nominees who have satisfied the terms, conditions, and standards mentioned in this announcement; and the cumulative voting mechanism will be used to elect the Board members as per the regulation
The Capital Market Authority and the Saudi Stock Exchange take no responsibility for the contents of this disclosure, make no representations as to its accuracy or completeness, and expressly disclaim any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this disclosure, and the issuer accepts full responsibility for the accuracy of the information contained in it and confirms, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts or information the omission of which would make the disclosure misleading, incomplete or inaccurate.