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1 Dec 2020 Governance Regulations Amiantit Saudi Arabia Listed Joint Stock Company
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Dec 2020
Governance Regulations
Amiantit Saudi Arabia
Listed Joint Stock Company
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Dec 2020
Index
TheFirst Part:Preliminary Provisions......... ... .......... . ................... .............. ......
........... .......... 8
Article 1: Definitions........... ............................. . ......... ................ ................ ..... .......
. ...... .. ..... . 8
Article 2: Purpose....................................... ......................... . ...................
................... ... ........ .... . 8
Article 3: The objectives of the list..................................... 8
The SecondDoor: Shareholders' Rights...... .......... .................... .............. .... .
........... .......... 10
Thefirst chapter: generalrights.................. . ......... .......... .............. ..... ...............
..... ....... . ...... .. ..... . 10
Article 4: Fair treatment of shareholders................. ....... . .................. .............. ....
... ........ .... . 10
Article 5:Rights associated withshares............. ......... .... . ..............................
...................... 10
Article 6: The contributor's access toinformation.............. ..... .................... . ........
.................... 11
Article 7: Communicating with shareholders..................................... .. ...................
............................ 11
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Article 8: Election of boardmembers................... ... ..... ...............................
.................... .. 11
Article 9: Get profits............... ............................. ............ ...... ............................ 12
Chapter2: Rights associated with the General Assembly meeting.
.......................................................... 12
Article 10:Booting................................. ...............................
........................................ 12
Article 11:Extraordinary General Assembly Terms of Reference... ................. ..... .
............................. 13
Article 12: The terms of reference of the AGM.......................... .
................................... 14
Article 13: Holding the Association of Shareholders.................. ............................
............................. 15
Article 14: Agenda of the GeneralAssembly.............. . ............. .............
.............................. 16
Article 15: Management of the Shareholders' Association.... ..................... ........
........... ............................. 17
Article 16: Votingrights.......... ..... ................. ........... .............. ...................... .......
17
Part 3: Board of Directors............ ............................... ..... ........... .......................
19
Chapter 1: The formation of the Board of
Directors..................................................................... . ................ ... 19
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Article 17: The formation of the Board of Directors............ . ................................. .
............................... 19
Article 18: Symptoms of independence... ..... ... .... .....
................................................................. . 19
Chapter2: Responsibilities and competenceof the Board ofDirectors...................
............. .................................. 20
Article 19: The responsibility of the Board of Directors..................... .....
........................................... ...... 20
Article 20: Executive Management's terms of reference and functions................
...... .......................... .............. 20
Chapter 3: The terms of reference of the Chairman of the Board of Directors and
its members................................ ....... ....... 22
Article 21: The terms of reference of the Chairman and membersof the Board of
Directors. .. ................... .................. 22
Article22...... 22
Article 23.................. 22
Chapter 4: The working procedures of the Board ofDirectors..................
................................... .......................... 23
Article 24: Boardmeetings.................. ............................................ 23
Chapter5: Training, Support and Evaluation.............. ................... ................
................................ 23
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Article 25: Training, support and evaluation............
..................................................... 23
Chapter6: Conflict of Interest.............. ............................ ..... ................. ...........
................ 24
Article 26: Dealing with conflicts of interest and dealings with related parties.
................................ .................................................................................................
24
Title4: Company committees emanating from the Board
ofDirectors............................................ 25
Chapter 1: General Provisions.............. ........................................... ............
................ .... ............... 25
Article 27: The formation ofcommittees............................ ..
.................................................. 25
Article 28: Membership ofcommittees............................ ...
.................................................... 25
Article 29: Study ofsubjects............. ............. . .............................................. 26
Article 30:Committee meetings........... .................. ................... .................
.............................. 26
Chapter 2: Audit Committee........................................... ................. .... . ......... 27
Article 31:The formation of a review committee................................. ...............
.......... ................. ..... 27
Chapter3: Awards and Nominations Committee......... .................
...................................................... 27
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Article 32: The formation of the Nominations and AwardsCommittee. .................
............................. .. ....... 27
Part5: Internal control................................................. .............. ................ 28
Article 33: Internal controlsystem............................................................. ................
.... 28
Article 34: Establishing independent units or departments of the company.........
........ ....... .................... 28
Article 35: The tasks of the internal auditunit....................... .......... ....
........................ 28
Article 36: The formation of the internal auditunit.............. ................
........................... 28
Article 37: AuditPlan.................................. ................. ..... .. ............................... 29
Article 38:The Reportof theReview........................ ... .................
.......................................... 29
Article 39: Keeping auditreports......................... . ................. ............................... 30
Title 6: External Auditor............................... .............. ... . ......... 31
Article 40: AuditAttribution......................... .............. ..................... ................ ......
31
Article 41: Appointment of theAuditor......................... ... .
.......................................... 31
Article 42: Auditor's Duties....... .. . ................ ............................................. 31
Title VII: Stakeholders.......................................... .............. .................... 32
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Article 43: Regulating the relationship with stakeholders................. .................
..................... 32
Article 44: Reportingviolationpractices..................... ............... .. ................ ..... 32
Article 45: Motivating workers. ............................. ... .......... ...... ..............................
33
Part 8: Professional and ethical standards......... ..............
....................................... 34
Article 46: Policyof ProfessionalConduct.......................... ................. ................ ......
34
Article 47: Socialresponsibility........................ .. ....... ................ ........ ............. 34
Title IX: Disclosure and Transparency.......................... ..............
............................... 35
Article 48: Disclosure policies andprocedures.............. .... ... ............
................................ 35
Article 49: Board of Directors report............ ...................... .............. ..... ...........
.......... 35
Article A50: Report of the Review Committee.............. ............
..................................... ................. ....... 39
Article 51:Disclosure of the members of the Board ofDirectors.... ...................
................ ...................... 39
Article 52: Disclosure ofrewards................ ..... .. ........... ... .......... ......................... 39
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Title 10: Applying Corporate Governance...... ..............
............................................. 41
Article 53: Applying effectivegovernance.................................... ................. ............
41
Title XI: Keeping documents........... .. .................. .............. ....................... 42
Article 54: Keeping documents............. ................................................. ................
42
Title 12: General provisions................................................. .............. ............. 43
Article 55: Generalprovisions................ .............. ...................... ...............................
43
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Introduction:
The Company Governance Regulation is the set of rules by which the company's
management mechanisms are regulated, directed and controlled. The company's
governance framework determines the distribution of rights and duties within the
company and in front of stakeholders such as the Board of Directors, shareholders,
executive management and stakeholders, as well as the rules and procedures for
decision-making in the various affairs and business of the company, and the
framework through which strategies are formulated and their objectives are
determined means and methods of achieving them as well as
monitoringperformance.
This regulation was prepared on the basis of the corporate system issued by
Royal Decree No. 3, date of 28/1/1437, and the Corporate Governance Regulations
issued by the CMA Board by Resolution No. (8-16-2017) and the date of 16/5/1438,
13/2/2017, based on the corporate regulation issued by Royal Decree No. 3 and
date 28. 1/1437H, amended by the CMA Board's decision No. 3-57-2019 and the
date of 15/9/1440 H 20/5/2019 M2019/5/20 and the company's statute approved
by the General Assembly of the company on 16/4/1442 H 1/2/2020. (The last
version referred to for the final version of this list has not been viewed)
This regulation aims to optimize the company's components to create a work
environment based on responsibility, control and commitment based on clarity and
transparency, whether in determining the company's business plans and strategic
objectives, in the statement of shareholders and employees' rights, or in managing
its relationship with stakeholders as well as regulatory bodies and the activity in
which it operates. This environment interacts with the national legislation system
under which the company operates and integrates to protect the company from
any breach or encroachment, and to establish legal rules that establish the
principles of fairness, integrity and transparency in the company's dealings.
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Part 1: Preliminary provisions
Article 1:Definitions
The following words and phrases in this regulation and the regulations emanating from it in the company indicate the meanings described in front of it unless the context otherwise is provided, and that the definitions provided by the Corporate Governance Regulation issued by the CMA are the primary reference for all relevant definitions:
Company: Amiantit Saudi Arabia and its subsidiaries, associates, subsidiaries and sister, all of which are managed by Amiantit Saudi Arabia.
List: The Governance Regulations of Amiantit SaudiArabia.
The competent authority: The Capital Market Authority.
Ministry: Ministry of Trade and Investment.
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Board of Directors/Board: Board of Directors oftheCompany.
President: Chairman of the Board of Directors.
Members: Members of the Board of Directors of the company/ committees of the Board.
Executive management or senior executives: people responsible for managing the company's day-to-day operations and proposing and implementing strategic decisions such as CEO and CFO.
Article II: Purpose
This regulation establishes the rules and standards governing the company's management to ensure compliance with best corporate governance practices that ensure the protection of the rights of shareholders and stakeholders.
Article 3: The objectives of the regulation
This regulation aims to establish an internal and effective regulatory framework for the company's government, and in particular to emphasize:
1. Activating the role of shareholders in the company and facilitating the exercise of theirrights.
2. Achieving transparency, integrity and fairness in the company and its dealings and business environment and enhancing itsdisclosure.
3. Develop a written policy to deal with conflicts ofinterest. 4. Strengthening the mechanisms of oversight and accountability of the
employees of thecompany. 5. Establish the general framework for dealing with stakeholders and taking
into account theirrights. 6. Increase the efficiency of supervision of the company and provide the
necessary tools forit. 7. Educating the company's employees about the concept of professional
behavior and urging them to adopt it and develop it to suit itsnature. 8. Meeting the regulatory requirements issued by the competentauthorities.
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Title II: Shareholders' Equity
Chapter 1: Public Rights
Article 4:Fair treatment of shareholders
1. The Board of Directors is committed to protecting the rights of shareholders
to ensure justice and equality betweenthem.
2. The Board of Directors and executive management of the company are obliged
not to distinguish between shareholders who own the same category of
shares, and not to obstruct any systemic right tothem.
3. The Company demonstrates in its internal regulations, policies and procedures
the necessary controls to ensure that all shareholders exercise theirrights.
Article 5:Rights related to shares
The shareholder is shown all rights associated with the stock, in particular:
1- Obtaining its share of net profits to be distributed in cash or by issuing shares
2- Get his share of the company's assets at the time ofliquidation.
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3- Attend public or private shareholders' associations, participate in their
deliberations, and vote on theirdecisions.
4- Disposal of its shares in accordance with the provisions of the corporate
system and the financial market system and their executiveregulations.
5- Request access to the company's books and documents, including data and
information about the company's activity and its operational and investment
strategy in a way that does not harm the company's interests and does not
interfere with the corporate system, the financial market system and their
executiveregulations.
6- Monitoring the performance of the company and the work of the Board
ofDirectors.
7- Holding the members of the Board of Directors accountable and filing liability
in their confrontation, and challenging the nullity of the decisions of public
and private shareholders' associations in accordance with the conditions and
restrictions contained in the corporate system and the company's
foundationsystem.
8- The priority of underwriting new shares issued in exchange for cash shares
unless the Extraordinary General Assembly suspends the work of priority
right - if provided for in the company's basic system - in accordance with
article 40 100 of the corporatesystem.
9- Restricting his shares in the company's shareholders'register.
10- Request to see a copy of the company's statute unless it is published
on itswebsite.
11- Nominating and electing boardmembers.
Article 6:The contributor's access to information
1- The company is committed to providing complete, clear and correct
information that does not harm itsinterests.
2- Provide a means to provide the shareholder with appropriate information
that meets the required data and does not conflict with the interests of
thecompany.
3- The company follows appropriate means of communication
withshareholders.
Article 7:Communicating with shareholders
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1- The Board of Directors ensures that communication between the company
and its shareholders is based on a common understanding of the company's
strategic objectives andinterests.
2- The Chairman and CEO share the views of the shareholders with the rest of
the board.
3- No shareholder may interfere in the work of the Board of Directors or the
executive directors of the company unless he is a member of the Board of
Directors or is intervening through the General Assembly in accordance with
its terms of reference or in the limits and conditions authorized by the Board
of Directors and in accordance with the relevantregulations.
Article 8:Election of board members
1- The company announces on the market website information about candidates
for the board of directors when publishing or inviting the General Assembly,
provided this information includes a description of the experiences of the
candidates, qualifications, skills, functions and their past and current
membership, and the company should provide a copy of this information in its
main center andwebsite.
2- Cumulative voting should be used in the election of the Board of Directors so
that the right to vote for the share may not be used more thanonce.
3- Voting in the General Assembly is limited to candidates for board membership
whose information has been announced by the company in accordance with
the first paragraph of this article.
Article 9:Getting Profits
1- The company's base system shows the percentage that is distributed to
shareholders from net profits after sparing the regular reserves and
otherreserves.
2- The Board of Directors should develop a clear policy on the distribution of
dividends in the interests of the shareholders and the company, in accordance
with the company's basicregulations.
3- The shareholder shall be entitled to his share of the profits in accordance with
the General Assembly's decision on the distribution of dividends to
shareholders, or the board's decision to distribute interim dividends, and the
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decision sets out the due date and the date of distribution. The decision should
be implemented in accordance with the regulations and regulations issued in
accordance with the regulations of listed joint stockcompanies.
4- Dividends are due to shareholders registered in shareholders' registers at the
end of the specified day ofmaturity.
Chapter 2: Rights associated with the General Assembly Meeting
Article 10:Booting
The General Assembly of Shareholders is competent in all matters related to the
company, and in accordance with the statutory procedures the General Assembly
represents all shareholders in the exercise of their competences related to the
company, and performs its role in accordance with the provisions of the corporate
system and its executive regulations and the company's basic system.
Article 11:Extraordinary General Assembly Terms of Reference
The Extraordinary General Assembly is responsible for:
1- The amendment of the company's base system except for amendments that are
considered under the provisions of the company system isinvalid.
2- Increasing the company's capital in accordance with the conditions established
in the corporate system and its executiveregulations.
3- Reducing the company's capital if it increases the company's need or if it suffers
financial losses, in accordance with the conditions established in the corporate
system and its executiveregulations.
4- The determination of the formation of an agreement reserve for the company
provided by its basic system and allocated for a specific purpose, and the
determination of itsdisposal.
5- To determine the company's continuity or dissolution before the specified term
in its basesystem.
6- Approval of the purchase of thecompany's shares.
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7- Issuing excellent shares or approving their purchase or converting ordinary
shares into excellent shares or converting premium shares into ordinary, based
on a provision in the company's basic system and in accordance with the
regulations and regulatory procedures issued in accordance with the system of
companies of listed joint stock companies .
8- Issuing debt instruments or financing instruments that can be converted into
shares and stating the maximum number of shares that may be issued against
those instruments orinstruments.
9- Allocation of shares issued when raising capital or part of it to employees of the
company and subsidiaries or some of them or any of that.
10- Stop the work of the priority right of shareholders to subscribe by raising
capital in exchange for cash shares or giving priority to non-shareholders in
cases that it deems appropriate for the benefit of the company, if provided for
in the company'sstatute.
11- The Extraordinary General Assembly may issue decisions within the terms of
reference of the General Assembly, provided that such resolutions are issued in
accordance with the terms of the issuance of the General Assembly resolutions
defined by the absolute majority of the shares represented at themeeting.
Article 12: Terms of reference of the General Assembly
Except for the extraordinary general assembly, the General Assembly is
competent for all the affairs of the company, in particularthe following:
1- Appoint and dismiss boardmembers.
2- License to have a member of the Board of Directors have a direct or indirect
interest in the business and contracts that are made for the company, in
accordance with the provisions of the corporate system and its
executiveregulations.
3- License the member of the Board of Directors to participate in any business
that would compete with the company, or compete with the company in one of
the branches of the activity that it engages in, in accordance with the provisions
of the corporate system and its executiveregulations.
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4- To monitor the compliance of the members of the Board of Directors with
the provisions of the company system and its executive regulations and other
relevant regulations and the company's statutes, and to examine any damage
arising from their violation of those provisions or their abuse of the management
of the company, determine the responsibility resulting from that, and take what
it deems appropriate in this regard in accordance with the provisions of the
company system and its executiveregulations.
5- Forming the review committee in accordance with the corporate regulations
and executive regulations, and issuing its workingregulations.
6- Issuing the list of the work of the Committee of Rewards andNominations.
7- Approval of the company's financialstatements.
8- Approval of the board'sreport.
9- Deciding on the board's proposals on how to distribute netprofits.
10- Appoint company auditors, identify their rewards, reassign them, change
them, and approve theirreports.
11- Consider the irregularities and errors that occur from the company's auditors
in the performance of their duties, and in any difficulties notified by the
company's auditors concerning the enabling of the Board of Directors or the
management of the company to them to access the books, records and other
documents, data and clarifications necessary to perform their tasks, and to take
what it deems appropriate in thisregard.
12- Stop sparing the company's regular reserves, when it reaches 30 percent.
From the company's paid-up capital, and the report of the distribution of more
than this percentage to the company's shareholders in the financial years in
which the company does not make a netprofit.
13- The use of the company's agreement reserve - if it is not allocated for a
specific purpose, provided that the use of this reserve is based on the suggestion
of the Board of Directors and in aspects that benefit the company or
itsshareholders.
14- The formation and disposal of other reserves or financial allocations to the
company, other than the regular and agreementreserves.
15- Deduct amounts from the company's net profits to establish social
institutions for the company's workers or to assist what exists from these
institutions, according to article (29th of the company'ssystem).
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16- Approval to sell more than (50%) Of the company's assets either in one
transaction or several transactions within twelve months from the date of the
first sale, and if the sale of those assets guarantees what falls within the
competences of the Extraordinary General Assembly, the approval of the
Extraordinary General Assembly must beobtained.
Article 13: Holding the Shareholders' Association
1- The General Assembly of shareholders shall be held in accordance with the
conditions and conditions stipulated in the company system, its executive
regulations and the company'sstatutes.
2- The AGM is held at least once a year during the six months following the end
of the company's fiscalyear.
3- Public or private associations of shareholders are convened at the invitation
of the Board of Directors, in accordance with the conditions stipulated in the
company system, its executive regulations and the company's statutes. The
Board of Directors should invite the AGM to a meeting if requested by the
auditor, audit committee or a number of shareholders whose ownership
represents a ratio of (5%) At least from the company's capital. The auditor may
invite the Assembly to convene if it is not invited by the Board of Directors within
30 days of the date of the auditor'srequest.
4- The date, place and agenda of the General Assembly must be announced in
advance of the date (twenty-one days) and the invitation will be published on
the financial market website and the company's website and in a daily
newspaper distributed in the area where the company's main center is located.
In addition, the company may invite the convening of public and private
associations of its shareholders throughmodern technology.
5- The united states of Great Berets, the united states of The O'Rey, has been
the most important country in the world. The meetings of the general assemblies
of shareholders and the participation of the shareholder in their deliberations
and the vote on their decisions through modern technology, in accordance with
the regulations and regulatory procedures issued in accordance with the system
of companies of listed joint stockcompanies.
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6- The Board of Directors should facilitate the participation of the largest
number of contributors to the General Assembly meeting, including the choice
of the right place andtime.
7- The Company should verify the registration of the data of shareholders who
wish to attend or wish to appoint others and inform them of this in the
company's main center before the scheduled time of theassembly.
8- The Company may amend the agenda of the General Assembly within the
period between the publication of the declaration referred to in paragraph (4)
of this article and the date of the General Assembly to be announced in
accordance with the conditionsspecified in paragraph (4) of thisarticle.
Article 14: General Assembly Agenda
1- In preparing the agenda of the General Assembly meeting, the Board of
Directors should take into account the topics that shareholders wish to include.
Shareholders with a 5% percentage may be able to At least one of the company's
shares will add one or more topics to the agenda of the General Assembly when
preparingit.
2- The Board of Directors should single out each of the topics on the General
Assembly's agenda in a separate item, not to combine the various topics
substantially under one item, and not to place the works and contracts in which
the members of the Board have a direct or indirect interest in a single item, for
the purpose of obtaining a shareholder vote on the item as awhole.
3- Shareholders should be provided through the company's website and the
market website, when publishing the invitation to the General Assembly, to
obtain information on the agenda items, in particular the report of the Board of
Directors, auditors, financial statements and the report of the audit committee,
in order to enable them to make a informed decision on it and the company to
update that information in the event of an amendment to the agenda of the
GeneralAssembly.
4- Shareholders must have access to data on the disclosure record of board
members and executive managementmembers.
5- To add the topics it sees to the agenda of the GeneralAssembly.
Article 15: Management of the Shareholders' Association
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1- The meetings of the general assemblies of shareholders are chaired by the
Chairman or Vice President in his absence or by the Board of Directors among
its members, in the absence of the Chairman and VicePresident.
2- The President of the Shareholders' Association is obliged to allow shareholders
to participate actively and vote in general assembly meetings, to avoid any
action that impedes the attendance of associations or the use of voting rights,
and should be informed of the rules governing the functioning of such
meetings and votingprocedures.
3- Shareholders have the right to discuss the topics on the General Assembly's
agenda and to ask questions about them to board members and auditors.
These questions must be answered to the extent that it does not endanger the
company's interest.
4- Shareholders must be able to see the minutes of the General Assembly
meeting, and the company must provide the Authority with a copy of it within
(ten days) of the date of the meeting.
5- The company must declare to the public and notify the Authority and the stock
market - in accordance with the regulations specified by the Authority - the
results of the General Assembly as soon as it iscompleted.
Article 16: Voting Rights
1- Voting is an inherent fundamental right of the shareholder, and the company
should provide the opportunity to vote to all shareholders without
discrimination and to inform them of all rules governing its procedures, and to
avoid any action that impedes the use of this right, including the imposition of
a financial fee for the attendance of associations or voting on theirdecisions.
2- The shareholder may be assigned, in writing, a person other than the board
of directors and non-company workers to attend the General Assembly
meeting, provided that the agent shall be treated at the time of discussion and
voting in the same treatment as theoriginal.
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Part 3: Board of Directors
Chapter 1: The Formation of the Board of Directors
Article 17: Composition of the Board of Directors
Taking into account the provisions of the corporate system and its executive
regulations and the company's basic system, the Company's Board of Directors
shall draw up the list of work of the Board of Directors and take into account the
composition of the board and the conditions of appointment andmembership.
Article 18: Symptoms of Independence
1- An independent board member must be able to exercise his duties, express
his opinions and vote on decisions objectively and impartially, helping the Board
of Directors to make the right decisions that contribute to the interests of
thecompany.
2- The Board of Directors should periodically assess the extent to which the
member's independence has been achieved and ensure that there are no
relationships or circumstances that affect or may affecthim.
3- Contrary to the independence required by the independent board member,
to name but afew:
A. Be the owner of five or more shares of the company or of another company
from its group or have a connection with the owner of thispercentage.
B. Be a representative of a person of legal status who owns 5% or more of the
shares of Company Aand the shares of another company from its group.
C. Be related to any of the members of the Board of Directors of the company or
another company in itsgroup.
D. Be related to any of the company's senior executives or in another company in
itsgroup.
E. Be a member of the board of directors of another company of the company
group nominated for membership of its board ofdirectors.
F. To work or have been an employee for the past two years with the company or
any of its clients or other company from its group, such as auditors and major
suppliers, or to be the owner of control stakes with any of those parties during
the past twoyears.
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G. To receive money from the company in addition to the bonus of the
membership of the administration or any of its committees in excess of
(200,000) riyals or (50%) From his reward in the previous year, which you receive
for membership of the Board of Directors or any of its committees, whichever
islower.
H. Have a direct or indirect interest in the business and contracts that are made for
thecompany.
I. To participate in a business that would compete with the company or to trade
in one of the branches of the activity conducted by thecompany.
J. He has spent more than nine years in a row or separated as a member of
theCouncil.
4- It is not in the interest of the independent member of the Board of Directors
that must obtain a license from the AGM, the actions and contracts that are done
with the board member to meet his personal needs if these works and contracts
are carried out in the same conditions and conditions that the company follows
with the general contractors and customers and was within the company's usual
activity, unless the nominations committee sawotherwise.
Chapter 2: Responsibilities and Competences of the Board of Directors
Article 19: Responsibility of the Board of Directors
The responsibility of the Board of Directors shall be in accordance with the
regulations and the relevant regulations and regulations, and are detailed in the
company's board of directors' work regulations.
Article 20: Executive Management Competences and Functions
Taking into account the terms of reference established by the Board of Directors
under the provisions of the corporate system and its executive regulations, the
executive management is competent to implement the main plans, policies,
strategies and objectives of the company in order to achieve its purposes, and falls
within the competences and functions of the executive management:
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1- Implementation of the internal policies and regulations of the company based
on the Board ofDirectors.
2- Propose the company's comprehensive strategy, main and interim action plans,
investment policies and mechanisms, financing, risk management, and
emergency management management and implementation plans.
3- Propose the optimal capital structure of the company and its financial strategies
andobjectives.
4- Proposing the company's main capital expenditures and owning and disposing
ofassets.
5- Propose the organizational and functional structures of the company and
submit them to the Board of Directors forconsideration.
6- Implementation of internal control supplimitation regulations and controls and
general supervision,including:
A. Implementing a conflict ofinterest policy.
B. Proper application of financial and accounting regulations, including financial
reportingregulations.
C. Apply appropriate control systems to measure and manage risks, by developing
a general perception of the risks that the company may face and creating an
environment familiar with the culture of risk reduction at the company level,
and presenting it transparently with the Board of Directors and
otherstakeholders.
7- Effectively implement the company's governance regulations and propose to
amend them when needed.
8- Implementation of policies and procedures that ensure that the company
complies with regulations and regulations and its commitment to disclose
essential information to shareholders andstakeholders.
9- Provide the Board of Directors with the necessary information to exercise its
terms of reference and make recommendations on:
A. Increasing or reducing the company'scapital.
B. Dissolve the company before the deadline set in its base system or report its
continuation.
C. Use the company's agreement reserve if it is formed by the Extraordinary
General Assembly and not allocated to a specificpurpose.
D. Creating additional reserves or financial allocations for the company.
E. The way the company's net profit isdistributed.
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10- Propose a policy and types of rewards that are awarded to employees, such
as fixed bonuses, performance-related rewards, and bonuses in the form
ofshares.
11- Preparing periodic financial and non-financial reports on the progress of the
company's activity in light of the company's strategic plans and objectives, and
presenting those reports to the Board ofDirectors.
12- Managing the day-to-day work and managing the activity, as well as
managing the company's resources optimally, and working to maximize profits
and reduce expenses, in line with the company's objectives andstrategy.
13- Active participation in building and developing a culture of ethical values
within thecompany.
14- Implementing internal control and risk management systems, verifying the
effectiveness and adequacy of these systems, and ensuring compliance with the
level of risk adopted by the Board ofDirectors.
15- Propose internal policies related to the company's work and development,
including identifying the tasks, terms of reference and responsibilities assigned
to different organizationallevels.
16- Propose a clear policy to delegate the work to it and how it isimplemented.
17- Propose the powers to which it is delegated, decision-making procedures
and the duration of the mandate, provided that the Board shall submit periodic
reports on its practices to thosepowers.
Chapter 3: Terms of reference of the Chairman and Members of the Board
Article 21: The terms of reference and functions of the Chairman of the Board of
Directors
Without violating the terms of reference of the Board of Directors, the
Chairman of the Board of Directors will lead the Board and supervise the conduct
of its work and perform its terms of reference effectively as stipulated in the
board's work regulations, which include the functions of the board members, their
duties and the procedures of the board ofdirectors.
Article 22:
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Dec 2020
The CEO may not be appointed chairman of the Board of Directors and appoint
the CEO after the end of his services as chairman of the company's board of
directors during the first year of the completion of hisservices.
Material 23rd:
The principles of honesty, honesty and loyalty adhere to each member of the
Board of Directors, the principles of honesty, honesty, loyalty, care and concern for
the interests of the company and shareholders, and presented to his personal
interest, including inparticular:
1- Honesty: The member of the Board of Directors's relationship with the company
should be a sincere professional relationship, and disclose any influential
information before executing any transaction or contract with the company or
one of itssubsidiaries.
2- Loyalty: By avoiding transactions involving conflicts of interest, avoiding
transactions involving conflicts of interest, verifying fair dealing and non-
discrimination, and taking into account the provisions of conflict of interest in
thisregulation.
3- Care and attention: By performing the duties and responsibilities contained in
the corporate system, the financial market system, their executive regulations,
the company's foundation system and other relevantregulations.
Chapter 4: Board of Directors Action
Article 24: Board meetings
Taking into account the regulations of companies and its executive regulations,
the Board of Directors holds regular meetings to exercise its functions effectively,
and also holds its meetings when ever needed to do so as stipulated in the
Regulations of the Board ofDirectors.
Chapter 5: Training, Support and Evaluation
Article 25: Training, Support and Evaluation
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Dec 2020
The company should pay sufficient attention to the training, qualification and
evaluation of the members of the Board of Directors and executive management,
and to develop the necessary programs for it as stipulated in the regulations of the
board of directors, and the executive management of the company must provide
the members of the board of directors and non-executive members in particular
and the company committees all the necessary information, data, documents and
records, provided that they are complete, clear, correct and not misleading in a
timely manner, to enable them to perform their duties andtasks.
Chapter 6: Conflict of Interest
Article 26: Dealing with conflicts of interest and dealings with related parties
Taking into account the provisions of the corporate system and its executive
regulations, the Board of Directors establishes a written policy to deal with conflicts
of interest and the transactions or dealings of related parties in accordance with
the provisions and controls detailed in the Company's conflict of interest policy to
deal with conflicts of interest that occur or potentially occur, which may affect the
performance of board members, executive management or other employees of the
company when dealing with the company or other stakeholders, including conflicts
of interest, ways of avoiding them and the duties of board members, prohibiting
them and the mechanism of disclosure of the candidate. In addition to taking into
account the concept of competition and its areas and requirements and cases of
denial of license, as well as the organization of the acceptance of gifts and dealing
with conflicts of interest and the deals of the partiesconcerned.
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Dec 2020
Part 4: Company Committees of the Board of Directors
Chapter 1: General Provisions
Article 27: Forming committees
Taking into account article 11 and 100 of the corporate system and the following
article (28) in this regulation, the Board of Directors shall form specialized
committees as follows:
1- The company needs its circumstances and conditions to enable it to perform
its taskseffectively.
2- The formation of committees shall be in accordance with general procedures
established by the Board, which includes determining the task of each
committee, the duration of its work, the powers vested in it during this period
and how the Board of Directors will control them. The Committee should
inform the Board of Directors of its findings or decisions transparently, and the
Board of Directors should regularly follow up on the work of these committees
to verify that they are doing the work assigned tothem.
3- Each committee shall be responsible for its actions before the Board of
Directors, and this does not prejudice the board's responsibility for those acts
and the powers or powers to which it has delegated.
4- The number of committee members should not be less than three and not
more than fivemembers.
5- The chairmen of the board committees or their representatives of their
members must be present to the general assemblies to answer the questions
of theshareholders.
6- The company should make the board feel the names of the members of the
committees of the Board of Directors and their membership recipes within five
working days from the date of their appointment and any changes that occur
within five working days from the date of thechanges.
Article 28: Membership of committees
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Dec 2020
1- A sufficient number of non-executive board members should be appointed to
committees on tasks that may result in conflicts of interest, such as ensuring
the integrity of financial and non-financial reports, reviewing related parties'
transactions, nominating for board membership, appointing senior executives,
and determining rewards. The presidents and members of these committees
adhere to the principles of honesty, honesty, loyalty, care and concern for the
interests of the company and shareholders and present it to theirpersonal
interests.
2- The Board may appoint one or more external members to any of its
committees with specialized expertise in a particular field or accredit the
external members nominated by these committees, taking into account the
provisions of the audit committee contained in the Corporate Governance
Regulations and the company's statute. The requirements andadvantages of
the members of the committees apply to the members of the committees.
3- When forming a committee, nominations and awards, the Company shall take
into account that its members are independent members of the Board of
Directors, and may be used as non-executive members or non-board
members, whether shareholders or others, provided that the chairman of the
committee is independentmembers.
4- The Chairman of the Board of Directors may not be a member of the review
committee, and may participate in the membership of other committees,
provided that he does not serve as chairman on the nominations andawards
committee.
Article 29: Studying subjects
1- The committees study the topics that are specific to them or referred to them
by the Board of Directors, and submit their recommendations to the Board for
decision, or to take decisions if authorized by theBoard.
2- The committees of the Board of Directors shall use the experts and specialists
from within the company or from outside within the limits of its powers, to be
guaranteed in the minutes of the committee meeting with the name of the
expert and his relationship with the company or the executivemanagement.
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Dec 2020
3- Within its terms of reference, the Council shall delegate one or more of its
members, committees or others to conduct certain work or actions, and give
them the right to delegateothers.
Article 30: Committee meetings
1- No member of the Board of Directors or executive management except the
secretary of the committee and members of the committees may attend its
meetings unless the committee requests to listen to his opinion or receive
hisadvice.
2- The validity of committee meetings requires the presence of a majority of its
members, and its decisions are issued by a majority of the votes of the
attendees, and when the votes are equal, the party with which the president
voted isweighted.
3- The committee meetings should be documented and minutes prepared,
including discussions and deliberations, documentation of the committees'
recommendations and voting results, keeping them in a special and structured
register, stating the names of the members present and the reservations they
have expressed, if any, and signing these minutes from all the members
present.
Chapter 2: Review Committee
Article 31: The formation of the review committee
By the decision of the General Assembly of the company, a review committee
will also issue the committee's work regulations, taking into account the
committee's composition mechanisms, the committee's terms of reference, its
powers and its responsibilities for financial reports, internal control system,
internal audit, investors, external auditors, the mechanism of management of the
audit committee meetings, the arrangements for submitting notes and clarifying
the mechanism of regulating the occurrence of conflicts between the review
committee and the board ofdirectors.
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Dec 2020
Chapter 3: Nominations and Awards Committee
Article 32: The Formation of the Nominations and Awards Committee
Formed by a decision of the board of directors of the company and the
regulation of the work of the committee is issued by the General Assembly, taking
into account the mechanisms of the formation of the committee and its terms of
reference and its responsibilities, and the procedures of nomination and the
publication of the declaration of candidacy and the right of the shareholder to run
and manage the committee meetings as stipulated by the committee's
workregulations.
Part 5: Internal Control
Article 33: InternalControl System
The Board of Directors should adopt an internal control system for the company
to evaluate the policies and procedures related to risk management, apply the
provisions of the company's governance rules, and comply with the relevant
regulations and regulations, and must ensure that clear standards of responsibility
are followed at all executive levels of the company and that the dealings of the
relevant parties are conducted in accordance with its own rules andcontrols.
Article 34: Establishing independent units or departments in the company
1- In order to implement the approved internal control system, the company
establishes units or departments of risk assessment and management, and
internalaudit.
2- The company may use third parties to exercise the functions and competences
of units or departments of risk assessment and management, and internal
audit, and this does not prejudice the company's responsibility for those
functions and terms ofreferences.
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Dec 2020
Article 35: Internal Audit Unit Functions
The Internal Audit Unit evaluates and supervises the internal control system,
and checks the company's compliance with applicable regulations, regulations and
instructions and thecompany's policies and procedures.
Article 36: The formation of the internal audit unit
The internal audit unit consists of at least one internal auditor who recommends
and is accountable to the review committee. The formation and work of the
internal audit unit takes into account thefollowing:
1- They should have competence, independence and proper training in their
staff, and not be assigned any other work other than internal audit work and
internal controlsystem.
2- The department should report to the audit committee, be associated with it
and be accountable to it.
3- Youcanaccess and obtain information, documents and documents
unconditionally.
4- The remuneration of the director of the audit unit should be determined at
the suggestion of the review committee and in accordance with thecompany's
policies.
Article 37: Audit Plan
The Internal Audit Unit operates in accordance with a comprehensive audit plan
approved by the review committee, which occurs annually. Key activities and
processes, including risk management and commitment management activities,
should be reviewed at least annually.
Article 38: Audit Report
1- This report should include an assessment of the company's internal control
system and the management's findings and recommendations, and a
statement of actions taken by each department on the handling of the results
and recommendations of the previous audit and any observations on it,
particularly the lackof timely and timelytreatment.
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Dec 2020
2- The Internal Audit Unit prepares a written public report and submits it to the
audit committee on the audits conducted during the fiscal year and compares
it with the approved plan, which shows the reasons for any breach or deviation
from the plan, if any, during the quarter following the end of the fiscal year
inquestion.
3- The Governing Council determines the scope of the INTERNAL AUDIT UNIT
report on the recommendation of the Review Committee and the Internal
Audit Unit, with the report specifically including:
A. Procedures for controlling and supervising financial affairs, investments and
riskmanagement.
B. Assess the development of risk factors in the company and existing systems, in
response to radical, or unexpected changes in the financialmarket.
C. Assess the performance of the Board and senior management in the application
of the internal control system, including determining how often the Board has
been notified of supervisory issues (including risk management) and the manner
in which it has addressed theseissues.
D. Failures in the application of internal control or weaknesses in its application or
emergencies that have affected or may affect the company's financial
performance, and the procedure taken by the Company in addressing this
failure (particularly the problems disclosed in the company's annual reports and
financial statements).
E. The extent to which the company complies with internal control systems when
identifying and managingrisks.
F. Information that describes the company's risk managementprocesses.
Article 39: Keeping audit reports
The company should keep the audit reports and work documents clearly
containing the findings, recommendations and recommendations that have
beentaken.
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Dec 2020
Title 6: External Auditor
Article 40: Audit Attribution
The company assigns the task of auditing its annual accounts to an independent,
competent, competent and qualified auditor, to prepare an objective and
independent report to the Board of Directors and shareholders indicating whether
the company's financial statements clearly and fairly reflect the financial position
of the company and its performance in the fundamentalaspects.
Article 41: Appointment of auditor
The General Assembly appoints the auditor of the company at the suggestion of
the Board of Directors, taking into account thefollowing:
1- His nomination must be on the recommendation of the reviewcommittee.
2- Be licensed and meet the requirements of the competentauthority.
3- His interests do not conflict with those of thecompany.
4- The number of candidates should not be less than tworeviewers.
Article 42: Auditor's Duties
The auditormust:
1- Do my duty of care and honesty to thecompany.
2- Inform the Board of Directors that the board does not take appropriate
action on the issues it raises.
3- The Board of Directors shall be required to invite the General Assembly if it
does not facilitate its work, and is responsible for compensating damages to the
company, shareholders or others for errors in the performance of its work. If
the reviewers multiplied and participated in the mistake, they were responsible
insolidarity.
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Dec 2020
Title VII: Stakeholders
Article 43: Regulating the relationship with stakeholders
The Board of Directors should develop clear and written policies and procedures
to regulate the relationship with stakeholders in order to protect them and
preserve their rights, including, in particular, thefollowing:
1- How to compensate stakeholders when their rights are violated or protected
by thecontracts.
2- How to resolve complaints or disputes that may arise between the company
and thestakeholders.
3- How to build good relationships with customers and suppliers and maintain
the confidentiality of theirinformation.
4- The rules of professional conduct of the directors and employees of the
company so that it complies with the proper professional and ethical standards
and regulates the relationship between them and the stakeholders, with the
Board of Directors establishing mechanisms to monitor the application and
compliance of theserules.
5- The social contribution of thecompany.
6- To ensure that the company's dealings with the members of the Board of
Directors and related parties are conducted in accordance with the terms and
conditions followed with the stakeholders without any discrimination
orpreference.
7- Stakeholders have access to information about their activities in such a way
that they can perform their duties, provided that such information is correct,
adequate, timely and on a regularbasis.
8- Treatment of employees of the company in accordance with the principles
of justice, equality and non-discrimination.
Article 44: Reporting of abusive practices
At the suggestion of the Review Committee, the Board of Directors should
develop the necessary policies or procedures followed by stakeholders in filing
their complaints, or report abusive practices, taking into accountthe following:
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Dec 2020
1- Facilitate that stakeholders (including employees of the company) inform the
Board of Directors of the actions or practices that may be issued by the
Executive Management that violate the applicable regulations and regulations
or raise suspicion in financial statements, internal control systems or otherwise,
whether or not such conduct or practices in confronting them, and conducting
the necessaryinvestigation.
2- Maintaining the confidentiality of reporting procedures by facilitating direct
contact with an independent party in the review committee or other
relevantcommittees.
3- Assigning a competent person to receive complaints or concerns of
stakeholders and deal withthem.
4- Assign a phone or email to receivecomplaints.
5- Providing the necessary protection tostakeholders.
Article 45: Motivating Workers
The company develops programs to develop and stimulate the participation and
performance of the company's employees, which include, in particular,
thefollowing:
1- Forming committees or holding specialized workshops to listen to the
opinions of the company's employees and discuss them in the issues and topics
of importantdecisions.
2- Programs to give employees shares in the company or a share of the profits
they make or retirement programs, and to establish an independent fund to
spend on thoseprograms.
3- Establishing social institutions for employees of thecompany.
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Dec 2020
Title 8: Professional and Ethical Standards
Article 46: Professional Conduct Policy
The Board of Directors develops a policy of professional conduct and ethical values in the company, taking into account in particular thefollowing:
1- To emphasize every member of the Board of Directors, executive management and employees of the company by doing my duty of care and loyalty towards the company, and everything that would safeguard the interests of the company and develop and maximize its value, and present its interests on its own interests in allcases.
2- Representing the member of the Board of Directors for all shareholders in the company, and commitment to the interests of the company and the interest of the shareholders and taking into account the rights of other stakeholders, not just the interest of the group that electedhim.
3- Establishing the principle of compliance of board members and senior executives in all relevant regulations, regulations andinstructions.
4- To prevent the member of the Board of Directors or the executive management member from using his position in order to achieve his or her own interest.
5- Emphasizing that the use of the company's assets and resources is limited to achieving the company's objectives and objectives, and that those assets or resources are not used to achieve specialinterests.
6- Establish precise, clear and clear rules governing the viability and timing of access to the company's internal information in order to prevent the members of the Board of Directors, executive management and others from benefiting or disclosing them to any person, except within the prescribed limits or permitted by asystem.
Article 47: Social Responsibility
The Board of Directors has developed a social responsibility policy and social
action initiatives that ensure that the company's objectives are balanced with those
that the community is working to achieve, with a view to developing the social and
economic conditions of society, in preparation for its adoption by the General
Assembly
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Dec 2020
Title IX: Disclosure and Transparency
Article 48: Disclosure policies and procedures
Without violating the securities offering rules and continuing obligations, the
Board of Directors establishes written disclosure policies, procedures and
supervisory regulations in accordance with the disclosure requirements of the
corporate and financial market systems, as required, and their executive
regulations, taking into account the following:
1- These policies should include appropriate disclosure methods that enable
shareholders and stakeholders to access financial and non-financial information
related to the company, its performance, equity ownership and to determine
the company's position in an integratedmanner.
2- Disclosure to shareholders and investors should be without discrimination,
clearly correct and not misleading, in a timely and systematic manner, in order
to enable shareholders and stakeholders to exercise their rights to the fullest.
3- The company's website should include all the information to be disclosed,
and any other data or information published through other means ofdisclosure.
4- The development of reporting systems that include identifying the
information to be disclosed, the manner in which they are classified in terms of
their nature or periodicallydisclosed.
5- Periodically review disclosure policies, verify compliance with best practices,
and financial market regulations andregulations.
Article 49: Board of Directors Report
The Board's report must include a presentation of its operations during the last
financial year, and all factors affecting the company's business, and the Board's
report mustinclude:
1- What has been applied from the provisions of the corporate governance
regulation issued by the CMA and what has not been applied from it and the
reasons forit.
2- The names, qualifications andexperience of board members, committee
members, executive management, current and former functions.
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Dec 2020
3- The names of companies inside or outside the Kingdom where the member of
the company's board of directors is a member of its current and former boards
ordirectors.
4- The composition of the Board of Directors and the classification of its members
as follows: Executive Board Member - Non-Executive Board Member -
Independent BoardMember.
5- The actions taken by the Board of Directors to inform its members, especially
non-executives, of the shareholders' proposals and their observations about
the company and itsperformance.
6- A brief description of the terms of reference and functions of the committees,
such as: the review committee, the nominations and remuneration
committees, with the names of the committees, their chairs and members, the
number of meetings, dates of their meetings and the attendance statements
of the members for eachmeeting.
7- The means on which the Board of Directors has relied in evaluating its
performance and the performance of its committees and members, and the
third party that has done the evaluation and its relationship with the company,
ifany.
8- Disclosure of the rewards of members of the Board of Directors and executive
management as stipulated in article 92 of the Corporate Governance
Regulationissueissued by theCmA.
9- Any penalty, penalty, precautionary measure or precautionary measure
imposed on the company by the Authority or any supervisory, regulatory or
judicial authority, with a statement of the reasons for the violation and the
signatory and ways to treat it and avoid it in thefuture.
10- The results of the annual review of the effectiveness of the internal control
procedures of the company, in addition to the opinion of the review committee
on the adequacy of the internal control system in thecompany.
11- Recommendation of the review committee on the need to appoint an
internal auditor in the company if it does notexist.
12- The recommendations of the audit committee, which is conflicted with the
decisions of the Board of Directors, or which the Board refused to take into
account regarding the appointment of the company's auditor, his dismissal, the
determination of his fees, the evaluation of his performance or the
appointment of the head of the internal audit unit, the determination of his
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Dec 2020
remuneration, the acceptance of his resignation, the justifications for those
recommendations, and the reasons for not takingthem.
13- Details of the company's social contributions, ifany.
14- A statement of the dates of the general shareholders' associations held
during the last fiscal year and the names of the members of the Board of
Directors present for theseassociations.
15- A description of the main types of activity of the company and its
subsidiaries. If two or more types of activity are described, a statement should
be attached to each activity and its impact on the size of the company's
business and its contribution to theresults.
16- A description of the company's plans and important decisions including
structural changes of the company, expansion of its business, or the suspension
of its operations and the future prospects of the company'sbusiness.
17- Information related to any risks faced by the Company, whether it be
operational or financing risks, or market risks and the policy of managing and
controlling theserisks.
18- A summary in the form of a table or chart of the company's assets, liabilities
and business results in the last five financial years or since its inception,
whichever isshorter.
19- Geographical analysis of the total revenues of the company and
itssubsidiaries.
20- An explanation of any fundamental differences in operating results from the
previous year's results or any expectations announced by theCompany.
21- Clarification of any difference from the accounting standards approved by
the Saudi Authority of CharteredAccountants.
22- The name and capital of each subsidiary, the percentage of ownership of the
company and its main activity, the main local state of its operations, and the
country where it isestablished.
23- Details of shares and debt instruments issued to each subsidiary.
24- A description of the company's policy in the distribution ofdividends.
25- A description of any interest stake of persons in the voting rights category
(except for the company's board members, senior executives and relatives)
informing the Company of those rights under Article 68 of the Securities
Exchange Rules and continuing obligations, and any change in those rights
during the last fiscalyear.
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Dec 2020
26- Description of any interest, contractual securities and underwriting rights
belonging to the company's board members, senior executives and relatives in
the shares or debt instruments of the company or any of its subsidiaries, and
any change in that interest or rights during the last financialyear.
27- Information related to any loans to the company (whether payable on
request or otherwise), disclosure of the total indebtedness, the name of its
donor to the company and its affiliates and any amounts paid by the company
in repayment of loans during the year and the amount of the principal, duration
and amount of the loan, and in the absence of loans on the company, it must
submit astatement.
28- Description of the categories and numbers of any convertible debt
instruments and any contractual securities or securities or securities of the
right to subscribe or similar rights issued or granted by the Company during the
fiscal year with the clarification of any compensation obtained by the company
inreturn.
29- Description of any transfer or underwriting rights under convertible debt
instruments, contractual securities, subscription right notes, or similar rights
issued or granted by theCompany.
30- Description of any refund, purchase or cancellation by The Company all
recoverable debt instruments, and the value of the remaining securities, with
a distinction between the listed securities purchased by the company and
those purchased by itssubsidiaries.
31- The number of board meetings held during the last fiscal year, the dates of
their meeting, and the attendance record of each meeting explaining the
names of thosepresent.
32- The number of company requests for the shareholders' register and the
dates and reasons for thoserequests.
33- Description of any deal between the company and a pendingparty.
34- Information relating to any business or contracts to which the Company is a
party, or in which it is the interest of a member of the Company's Board of
Directors, its senior executives or any person associated with any of them,
including the names of those involved in the business or contracts, the nature
of such acts or contracts, their terms, duration and amount, and if there are no
such acts or contracts, the Company must provide anacknowledgement.
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Dec 2020
35- A statement of any arrangements or agreement under which a member of
the Company's Board of Directors or a senior executive waives anyrewards.
36- A statement of any arrangements or agreement under which one of the
company's shareholders waives any rights toprofits.
37- A statement of the value of the regular payments paid and due to the
payment of any zakat, taxes, fees or other receivables and not paid until the
end of the annual financial period, with a brief description of them and a
statement of theirreasons.
38- A statement of the value of any investments or reserves created for the
benefit of the company'semployees.
39- Declarations of:
A. The account records were properlyprepared.
B. The internal control system has been properly prepared and
effectivelyimplemented.
C. There is little doubt about the company's ability to continue itsactivity.
40- If the auditor's report contains reservations about annual financial
statements, the Board's report should clarify those reservations, their reasons
and any relevantinformation.
41- If the Board of Directors recommends that the auditor be changed before
the expiry of the term for which the term is assigned, the report must contain
this, stating the reasons for recommending thechange.
Article 50: Audit Committee Report
1- The report of the audit committee should include the details of its
performance of its terms of reference and its functions stipulated in the
corporate system, including its recommendation and opinion on the adequacy
of the internal control, financial and risk management systems of thecompany.
2- The Board of Directors must deposit sufficient copies of the report of the
audit committee in the company's main center and publish it on the company's
website and market website when publishing the invitation to the General
Assembly to enable shareholders to obtain a copy ofit. The summary of the
report follows during the General Assembly.
Article 51: Disclosure of board members
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Dec 2020
The Board of Directors must regulate the disclosures of each of its members and
members of the executive management, taking into accountthe following:
1- Develop a record of the disclosures of board members and executive
management and update it periodically, in accordance with the disclosures
required under the corporate system and the financial market system and their
executiveregulations.
2- Access to the register for the company's shareholders free ofcharge.
Article 52: Disclosure of rewards
The Board of Directors is committedto:
1- Disclosure of the remuneration policy and how to determine the rewards of
board members and executive management in thecompany.
2- To clarify the relationship between the bonuses granted and the applicable
remuneration policy, and to indicate any fundamental deviation from
thispolicy.
3- Accurately, transparently and detailedly disclosed in the special report on
the rewards awarded to members of the Board of Directors and executive
management directly or indirectly, without concealment or misinformation,
whether amounts, benefits or benefits, whatever their nature and name, and
if the benefits are shares in the company, the value entered into the shares is
the market value at the duedate.
4- Provide details on the rewards and compensation paid to each of the
following:
A. Members of the Board ofDirectors.
B. Five of the highest-ranking executives who received the highest rewards from
the company, including the CEO andCFO.
C. Committeemembers, provided that the disclosure contained in this article is in
accordance with a statement prepared for this.
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Dec 2020
Title 10: Applying Corporate Governance
Article 53: Implementing effective governance
The Board of Directors establishes the company's own governance rules that do
not conflict with the provisions of this regulation, and it must monitor its
application and verify its effectiveness, and amend it when needed, and therefore
to doso:
1- Check the company's compliance with theserules.
2- Review and update the rules in accordance with regulatory requirements and
bestpractices.
3- Review the rules of professional conduct that represent the values of the
company and its development, and other internal policies and procedures to
meet the needs of the company and conform to bestpractices.
4- Always inform board members of developments in the field of corporate
governance and best practices, or delegate this to the review committee or any
other committee ormanagement.
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Dec 2020
Title 11: Keeping documents
Article 54: Keeping documents
The Company must keep all records, documents, reports and other documents
required under this regulation at the company's headquarters for at least ten years,
including the board's report and the audit committee's report. With no breach of
this period, the Company must retain it in the event of a lawsuit (including any
existing or threatened action, claim or any existing investigative procedures
relating to such records, documents, reports or documents) until the completion of
that lawsuit, claim or existing investigativeprocedures.
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Dec 2020
Board of Directors' Work Regulations Amiantit Saudi Arabia Listed Joint Stock Company
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Dec 2020
Index
Article 1: Purpose......................... 3
Article 2: The formation of the Council..................................... 3
Article 3: The tasks and responsibilities of the Council........................... 4
Article 4: Controls the work of the Council................... 7
First: the terms of reference of the President of the Council and the deputy..................... 7
Second: The duties of the member of the Board of Directors.................................... 8
Third: The terms of reference of the secretariat of the Board of Directors.................
........................... ....................................... 10
Fourth: Meetings of the Council.............................. 11 V. The invitees.................. 11
Sixth: The agenda of the meeting..................... 12
Seventh: Quorum and voting............ 12
Eighth: Documenting the meetings of the Council........................ 13
Ninth: Evaluation of the work of the Council.
.................................................................................................. 13
Article 5: Committees of the Council........................ 14
Article 6: Training members of the Council......................... 15
Article 7: Disclosure....................... ......... ............................... .......................................... 15
Article 8:General provisions.................................... ............................... ... ... ..........................
16
Article 9:Access........................ 16
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Article 1: Purpose
This regulation aims to regulate the work of the Company's Board of Directors by
determining how it proceeds with its functions and responsibilities, determining
the organizational structure of the Board and its functions and mechanism of work
in accordance with the corporate system, the regulation of the governance of listed
companies issued by the CmA, the company's foundation system and other
relevant regulations and regulations, in addition to the principles and good
practices of corporate governance.
Article 2: The Formation of the Council
2-1 The company is managed by a board of directors of at least five members,
mostof them non‐executive members, at least one third of whom will be
independent, and elected by the General Assembly for a three‐year term. 2-2 If the position of a member of the Council is vacant, the Board may appoint an
interim member of the vacant position to submit this provisional appointment
to the General Assembly at its first meeting, and the new member completes
the term of his predecessor, but if the number of members of the Council is
less than three (3) members, the General Assembly must be invited within 60
days to elect the necessary number of members, with the board notified of
the names of the new members within five working days of theirappointment. 2-3 The Board appoints among its members as chairman (president) and vice
president, and the Vice President replaces the President in his absence, and
the CEO may not be appointed ‐ during the first year of the end of his services
‐ as chairman of the company' board of directors, and may not combine the
position of president or vice president and any executive position of
thecompany. 2-4 The Board of Directors appoints a secretary of his choice from among its
members or others to meet the appropriate conditions and requirements for
the post, which may then be removed only by a decision of the Board.
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Article 3: The functions and responsibilities of the Council
3-1 The Board of Directors represents all shareholders, and has the refore do my duty of care and loyalty in the management of the company and everything that would safeguard its interests, develop and maximize itsvalue.
3-2 The Board of Directors of the Company is responsible for its actions and although it delegates committees, entities or individuals in the exercise of certain of its competences. In all cases, the Board of Directors may issue a general or indefiniteauthorization.
3-3 Taking into account the competence of the General Assembly, the Company's Board of Directors shall have all the necessary powers and powers to manage it.
The following are included in the functions of the Board of Directors and its terms ofreference:
1. Develop the company's main plans, policies, strategies and objectives, oversee its implementation and review periodically, and ensure the availability of the human and financial resources needed to achieve them,including:
A. Develop the company's overall strategy, key business plans and risk management policies and procedures, review and guidethem.
B. Identify the optimal capital structure of the company and its strategies and financial objectives and approve the estimatedbudgets.
C. Supervising the company's main capital expenditures, owning and disposing ofassets.
D. Setting performance objectives and monitoring implementation and overall performance in thecompany.
E. Periodic review of the company's organizational and functional structures andadoption.
F. Check the availability of the human and financial resources necessary to achieve the company's main objectives and plans.
2. Establishing regulations and controls for internal control and public supervision,including:
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A. Develop a written policy to address actual and potential conflicts of interest for both board members, executive management and shareholders, including: misuse of the company's assets and facilities, and misconduct resulting from dealings with relatedparties.
B. Check the integrity of financial and accounting systems, including financial reportingsystems.
C. To verify the application of appropriate control systems for measuring and managing risks, by developing a general perception of the risks that the company may face and creating an environment familiar with the company-wide risk management culture, and presenting it transparently with stakeholders and relevant parties.
D. Annual review of the effectiveness of thecompany's internal control procedures.
3. To prepare clear and specific policies, standards and procedures for membership in the Board of Directors, and put them into practice after the general assembly approvesthem.
4. Develop a written policy to regulate the relationship withstakeholders.
5. Develop policies and procedures to ensure that the company complies with regulations and regulations and is committed to disclosing essential information to shareholders and stakeholders, and verifying that the executive management is complying withthem.
6. Supervising the management of thecompany's finances, cash flows, and financial and credit relations with third parties.
7. The proposal of the Extraordinary General Assembly in what he sees about whatcomes:
A. Increasing or reducing the company'scapital.
B. Dissolve the company before the specified term in the company's base system or report itscontinuation.
8. The proposal of the General Assembly with what it sees about whatcomes:
A. Use the company's agreement reserve if it is formed by the Extraordinary General Assembly and not allocated to a specificpurpose.
B. Creating additional reserves or financial allocations for thecompany.
C. The way the company's net profit isdistributed.
9. Preparing the company's annual financial statements in preparation for presentation to the GeneralAssembly.
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10. Preparing and adopting the boardreport.
11. Ensure the accuracy and integrity of the data and information to bedisclosed.
12. Establish effective communication channels that allow shareholders to continuously and periodically access the various aspects of thecompany's activities and any substantial developments.
13. The formation of specialized committees resulting from it by decisions specifying the duration of each committee, its powers, responsibilities, and how the Council controls it, with the decision of the composition to include the nomination of the members of the committees, and the determination of their tasks, rights and duties, while assessing the performance and work of these committees and theirmembers.
14. Identify the types of rewards awarded to employees of the company, such as fixed bonuses, performance‐related rewards, and rewards in the form of shares, in a manner that does not conflict with the regulations of joint stock companies.
15. Setting the values and standards that govern the work of thecompany.
16. Adoption of a social responsibility policy.
17. Adopting and developing internal policies related to the company's work, including identifying the tasks, terms of reference and responsibilities assigned to different organizational levels.
18. Adopt written and detailed policies specifying the powers delegated to the executive management and a table explaining those powers, the method of implementation and the duration of the mandate, and the Board of Directors may ask the Executive Department to report periodically on its exercise of devolved powers.
19. Identify topics on which the Board retains the power todecide.
20. The Board of Directors is responsible for extinguishing part or all accumulated losses using one or all of the regular reserve suppun for a
specific purpose by the GeneralAssembly.
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21. Supervising the executive management, and the Board of Directors forms the executive management of the company and organizes its work and supervision and supervision, and checks the performance of the tasks assigned to it and therefore in order to do so:
A. Develop the necessary administrative and financial policies.
B. Ensure that the executive management is working in accordance with these policies adopted by it.
C. Select, appoint and supervise the ceo of the company.
D. Hold regular meetings with the executive management to discuss the course of work and its constraints and problems, review and discuss important information about the company's activity.
E. Establishing performance standards for executive management in line with the company's objectives and strategy.
F. Development of succession plans.
Article 4: Controls the Work of the Council
First: The terms of reference of the President and Vice‐President
The President of the Council shall take over the tasks provided for in the relevant regulations, including:
1. Representing the company before the judicial and official and other entities and signing about it, in addition to all the terms of reference granted to him under the company's statute.
2. To lead the Board of Directors towards achieving its objectives and to enhance its effectiveness.
3. Supervising the preparation of the agenda of the Board meetings, and emphasizing the participation of board members and the Executive Chairman in determining the topics and timing of the Board meetings.
4. Invite and chair the meetings of the Council, specifying the time, date and place of the meeting after the meeting with the members of the Council.
5. Ensure that the topics before the Board are accompanied by correct and sufficient information to enable the Board to make decisions about it.
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6. Ensure that all key issues are discussed effectively and in a timely manner by the Board.
7. Encourage constructive relationships and active participation between the Board and executive management and executive and non‐executive and independent members, and create a culture that encourages constructive criticism.
8. Promoting members' active participation in board meetings by examining and discussing the topics on the agenda of its meetings, and expressing their views in a way that contributes to the company's objectives.
9. Holding regular meetings with non‐executive board members without the presence of any executive in the company.
10. Ensure that there are channels to communicate with shareholders and communicate their opinions to the Board of Directors.
11. Ensure compliance with the Board of Directors' work regulations.
12. Supervising the arrangements for the periodic evaluation of the performance of the Board of Directors and its pop‐up committees.
13. Inform the General Assembly when it convenes the actions and contracts in which a member of the Board of Directors has a direct or indirect interest, provided that the information provided by the member to the Board of Directors shall be accompanied by a special report from the company's external auditor.
The Vice Chairman of the Board of Directors has the following functions:
To carry out the functions of the President of the Council in his absence, and in the absence of both the Speaker and vice‐chancellor, the members of the Council shall choose a president among them to chair the council meeting.
Second: The duties of the board member
Each member of the Board of Directors performs the following tasks andduties:
1. Submit proposals for the development of thecompany's strategy.
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2. Monitoring the performance of the executive management and the extent to which it achieves the company's objectives andpurposes.
3. Review the reports on thecompany's performance.
4. Check the integrity and integrity of the company's financial statements andinformation.
5. Check the quality of financial control and risk management systems in thecompany.
6. Determine the appropriate levels of rewards for executive managementmembers.
7. Expressing opinion on the appointment and dismissal of executive managementmembers.
8. Participating in the development of the succession plan and replacement of the executive functions of thecompany.
9. Strict adherence to the provisions of the corporate system and its regulations, regulations and regulations and the basic regulations when exercising the functions of its membership in the Board, and refraining from doing or participating in any act that constitutes an abuse of the management of thecompany.
10. Attending board meetings and not being absent from them except for a legitimate excuse notified by the Chairman of the Board in advance, or for emergencyreasons.
11. Allocate sufficient time to carry out his responsibilities, prepare and participate in board meetings and committees effectively, including asking relevant questions and discussing senior companyexecutives.
12. Study and analyze information related to topics considered by the Board of Directors before expressing an opinionon them.
13. Enable other board members to express their opinions freely, and urge the Board to deliberate on topics and survey the opinions of specialists from the executive management of the company and others ifneeded.
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14. To inform the Board of Directors fully and immediately of any interest ‐ directly or indirectly ‐ in the actions and contracts made on behalf of the Company, including the nature, extent and names of the persons concerned, and the financial or non‐financial interest expected directly or indirectly from that interest. The member shall not participate in the vote in the Board of Directors and shareholders' associations on any decision to do so, in accordance with the provisions of the corporate system and itsregulations.
15. Inform the Board of Directors fully and immediately of its participation ‐ direct or indirect ‐ in any actions that may compete with the company, or to compete with the company ‐ directly or indirectly ‐ in one of the branches of the activity in which it operates, in accordance with the provisions of the corporate system and itsregulations.
16. Failure to broadcast or disclose any secrets that he has ceased to be caused by his membership in the Board to any of the company's shareholders , unless during the general assembly meetings ‐ or to others, as required by the provisions and regulations of the company'sregulations.
17. Work based on correct and complete information, and in good faith, with the necessary care and attention, for the benefit of the company and allshareholders.
18. Developing his knowledge in the field of the company's activities and business and in the related financial, commercial and industrialfields.
19. Resignation from the Board of Directors if he is unable to fully fulfill his duties on theBoard.
Third: The terms of reference of the Secretariat of the Board of Directors
The Secretary‐General of the Council shall take over the tasks provided for in the relevant regulations, including:
1. Preparing the schedule of board meetings in coordination with board members and the CEO, and presenting the proposal for the agenda of the Board meetings to the Chairman of the Board for approval by the Board of Directors.
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Dec 2020
2. Provide board members with the agenda, working papers, documents and information on it, and any additional documents or information requested by any board member relevant to the topics covered in the meeting schedule five calendar days prior to the date of the meeting.
3. Inform board members of board meetings and ensure that they have access to information related to those meetings, using modern technology that enhances the efficiency of the board member's preparation for board meetings.
4. Documenting the Council's meetings and preparing minutes, including discussions and deliberations, indicating the venue, date, start and end of the meeting, documenting the Council's decisions and voting results, keeping them in a special and structured register, recording the names of the members present and the reservations they have made, if any, and signing these records from all themembers present, and providing them with a copy of it.
5. Save reports submitted to the Board of Directors and reports prepared by the Board.
6. Review compliance with the board's work regulations and committee work regulations, and submit the results of that review to the Chairman of the Board.
7. Advising the Board and its committees,
8. Follow‐up the implementation of the Council's decisions and report periodically to the members of the Council, including the status of the resolutions, and is responsible for carrying out all other tasks assigned to it by the Council.
9. Supervising and updating the record of disclosures and other forms of board members in accordance with the relevant regulatory requirements
10. Keep all records, documents and other documents and other documents required to be kept under the relevant regulations, including the report of the Board of Directors and the report of the Audit Committee, at the company's headquarters for at least ten years or until the completion of any lawsuit, claim or investigating a list of those documents, whichever is more.
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Fourth: Council meetings
1. The Board of Directors meets at the invitation of its Chairman (2) twice a year, and the invitation is written or by any other means of communication and the Chairman of the Board must invite the Board to the meeting when requested by two members, external auditor or ceo or if circumstances require it to explain the reasons for the invitation to the meeting.
The Board adopts the dates and agenda of the fiscal year meetings before it begins, and directs
2. The invitation to attend the meeting is at least 5 days in advance, and the invitation of the meeting is accompanied by the agenda, documents and information necessary to discuss the topics before the Council meeting and take decisions on them, andin exceptional cases the invitation to attend the meeting may be made less than (5) days ahead of schedule.
3. The Board shall hold its meetings at or outside the main company's centre, and the meeting may be held by telephone, group video or any electronic means available to all members of the Board to communicate through it at the same time and such participation is considered to be a presence in the meeting.
Fifth: Invited:
1. Council members are only entitled to attend its meetings, and other persons may be invited to attend any meeting or part of it, as needed, but they may not have the right to vote on any decision taken by the Council.
2. The invitees may not participate in any discussion relating to their appointment, merits, termination of service or any other matter of their own unless the Board has invited them to discuss these matters specifically with them.
3. Board members and other persons invited to board meetings must maintain the confidentiality of the meetings and documents they receive, the content of their discussions at meetings, and not to divulge the company's secrets that they have suffered while working on the Board to shareholders or others.
Sixth: Agenda of the meeting:
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1. The Secretary‐General of the Council, in coordination with the President and the Executive Management, prepares the agenda of the Council meeting, and schedules the topics under discussion and discussion according to their importance and priorities, to be reviewed and adopted by the President before distributing them to members.
2. The President should consult with board members and the Chief Executive when preparing the Board's agenda.
3. The Board approves the agenda as soon as it convenes, and if any member objects to this table, it must be confirmed in the minutes of the Council meeting.
4. Each member of the Council has the right to propose adding any item to the agenda.
Seventh: Quorum and voting
1. The validity of the meeting requires the presence of at least a majority of the members, and the member of the Board of Directors may be represented by other members in the board meetings in accordance with the following regulations:
A. A member of the Board of Directors may not be represented by more than one member in attending that meeting
B. The acting should be fixed by writing and about a specific meeting.
C. The deputy may not vote on resolutions on which the regime prohibits the deputy from voting.
2. The process of attending board meetings must be organized and members are dealt with irregularities in attending such meetings
3. An independent board member should be careful to attend all meetings where important and substantial decisions are made affecting the company's position.
4. The Council's decisions are issued by a majority of the views of the members present or represented there, and if the votes are equal, the chair's side is weighted.
5. The Board of Directors shall issue decisions in urgent matters by presenting them to the members separately and these decisions are considered valid if signed by most members, unless a member requests (in writing) a meeting of
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Dec 2020
the Board to deliberate on them, and these decisions are presented to the Board at the next meeting.
Documenting board meetings
1. The Secretary‐General prepares minutes to document the council's meetings, including:
A. The venue, date, start and end of the meeting.
B. Names of members present and not present.
C. The Council's deliberations and resolutions with the results of the vote and the reasons for the objections, if any.
D. Identify who is responsible for implementing the decisions taken.
2. The Secretary of the Council sends the draft minutes of the meeting to the members of the Council, and the members of the Council shall make their observations on the draft minutes, if any, within a maximum of (5) calendar days from the date of the aforementioned transmission, and the Secretary of the Council prepares the minutes in its final form and prepares an official minute as soon as it is signed by all the members present and the Secretary of the Council.
3. The council member has the right to object to any decision taken by the Council to prove his objection expressly in the minutes of the meeting with the reasons for his objection, and what the Council takes or considers to take action towards it, and his absence from attending the meeting in which the decision is issued is not a reason for his release from liability unless it is established that he is not aware of the decision or is unable to challenge it after learning of it.
4. The minutes of the meeting shall be kept with the agenda of the meeting and all the documents accompanying it in a special register signed by the President and Secretary of the Council.
5. The Secretary of the Board sends the approved and approved minutes to the members of the Council.
6. The Board follows up on the results of the implementation of its resolutions and any other topics discussed at previous meetings.
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9. The united nations is the only country in the world that has been able to address the situation
1. At the suggestion of the Nominations and Remuneration Committee, the Board develops the necessary mechanisms to evaluate the performance of the Board, its members and executive management annually, through appropriate performance measurement indicators related to the extent to which the company's strategic objectives are achieved, the quality of risk management, the adequacy of internal control systems, etc., to identify weaknesses and strengths and propose to address them in accordance with the company's interest.
2. Performance evaluation procedures must be written and clear and disclosed to board members and related parties.
3. Performance evaluation should include the skills and expertise of the Board, identify weaknesses and strengths in the Board, and address weaknesses in ways that can, such as the appointment of professional competencies that can improve board performance, and performance evaluation should include an assessment of the board's working mechanisms in general.
4. The individual assessment of board members takes into account the effective participation of the member and his commitment to the performance of his duties and responsibilities, including attending and allocating the necessary time to the Council's meetings and committees.
5. The Board should disclose the means it has relied on to evaluate its performance and that of its committees and members.
6. The Board makes arrangements for a third‐party evaluation of its performance every three years, with the resident in the annual report and its relationship with the company, if any.
Article 5: Council Committees
Forming committees
1. The Board of Directors forms committees to support it in carrying out its functions effectively, in accordance with the company's needs, circumstances and nature of its business.
2. In the composition decision, the Board of Directors must determine the committee's tasks and duration, the powers
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Dec 2020
granted to it, the controls of its work and the remuneration of its members, with a minimum of three members of the formed committee and not more than five.
3. With regard to the Audit Committee, the Company's General Assembly shall issue the decision at the suggestion of the Board of Directors to form a review committee consisting of at least 3 non‐executive board members, whether shareholders or others, and determine its functions and controls, the remuneration of its members, and the duration of its members.
4. The Board of Directors of the General Assembly of the Company proposes the rules for selecting members of the Remuneration and Nominations Committee, the duration of their membership, the functions of the committee, its modus operandi and the rewards of its members.
5. The Chairman of the Board of Directors may not be a member of the review committee and may be a member of the board's other committees, but not to serve as chairman on the committees stipulated in the Corporate Governance Regulationissued by the CMA.
Article 6: Training of Council members
6-1 The Chairman of the Board of Directors or his replacement will supervise the induction program for new members, with the assistance of the Secretary‐General of the Board, with the following:
A. The company's activity and the business it engages in.
B. The company's strategy and future objectives.
C. The organizational structure of the company and the roles and responsibility of the departments.
D. Financial and operational aspects of the company's activities and business.
E. Board members' obligations, functions, responsibility and rights
F. The functions and competences of the committees of the Board of Directors.
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6-2 On the recommendation of the Remuneration and Nominations Committee, the Board of Directors determines the continuous development program of board members based on the annual review of the required skills and capabilities needs, identify weaknesses and strengths in the Board, and propose that they be addressed in accordance with changes in the external market environment, contemporary issues and economic changes, in accordance with the company's interest.
6-3 The Board Secretary coordinates the Board's accredited training programme in collaboration with the Human Resources Department.
Article 7:Disclosure
All board members must sign and update their disclosure declaration whenever
necessary.
Article 8:General Provisions
8-1 This regulation is effective from the date of approval by the Council, and does
not amend, delete or add articles to this regulation, except upon the approval
of the Council. 8-2 This regulation is complementary to the company's statute, the company's
governance regulations, the board's work regulations and its committees and
other related regulations. 8-3 This regulation eliminates this regulation and replaces any conflicting
procedures, decisions or regulations of the company. 8-4 All that is not included in this regulation applies the relevant regulations and
regulations issued by the competent authorities.
Article 9:Enforcement
The regulation shall be valid from the date it is approved by the Board of Directors.
This list replaces the previous regulation approved by the General Assembly on
28/04/2020.
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Audit Committee's Work List Amiantit Saudi Arabia Listed Joint Stock Company
2
Dec 2020
Index
Article 1: Purpose....................................... .................... ... ........... ...... ........... .......... 3
Article 2: The formation of the committee................................... . ......... ..... ...............
................ ..... ....... . ...... .. ..... . 3
Article 3: The terms of reference of the committee and its functions.......................... .
................... ................... ... ........ .... . 5
First:Financial reports .................... .. ..................................................... ..................... ...........
......... 5
ThaNya: Study ing internal control systems........................ .... ........... ..... .................. .....................
...... ......... 5
Third: Internal AuditDepartment.......................... ... ..................................... ............. ....... .........
........ 6
Fourth: Auditor......................................... . ............................... ..................... ............... ........ 7
Fifth: Ensuring commitment....................................... ........... .................................... . ............ .......
7
Sixth: Arrangements for the presentation of notes.......................... ......... . ........................... ....
.................. ......... 8
Article 4: The powers of the committee................................................. . ............. ... .
........................... ....... 8
Article 5: The rules of the work of the committee........................................... .. .............. . ........
. ..... . ...... .. 9
First: the terms of reference of the chairman of the committee and the secretary of the ...
.......................... ........ ............................. . ........ ... .. .... 9
Second:the duties of the committee member....................................... ................
............................... .. .................. ...... 10
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Dec 2020
Third: Committee meetings........ ............................ . ............................................... ...
....................... .. 11
Fourth: Documenting the committeemeetings............................... ........................... . ....................
... .................... .. 12
Article 6: Biography of the committee'swork............................. ............... . .. ... .............. 13
Article 7:Conflict of interest................. .................... .................... .............. ..... ................. 13
Article 8:Review the list................................ . ................. ... ............. .. ..... ................. ... 14
Article 9:General Provisions....... ............................... ..... . ................................ . .......... ..
.......... .. 14
Article 10: Access................... ...... .............. .. ............................. ............ ..... ................... 14
Article 1: Purpose
This regulation aims to organize the work of the audit committee by defining its
functions and powers, in addition to the controls and procedures of its work,therules
of selecting itsmembers, and how to nominate them, in light of the rules governing the
audit committees in the listed joint stock companies and stipulated in the corporate
system, the controls and regulatory procedures issued in accordance with the system
of companies of listed joint stock companies, and the regulation of corporate
governance issued by the Capital Market Authority.
Article 2: The formation of the Committee
2-1 The review committee is formed by a decision of the Company's General
Assembly, and the resolution includes its functions, work controls and bonuses
of its members, and the duration of their membership, at the suggestion of the
Board of Directors. 2-2 The audit committee consists of three to five members, including at least one
independent board member, whether shareholders or others, with no board
chairman or any executive board members.
Rules for selecting committee members:
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1. On the nomination of the Board of Directors, the General Assembly appoints
the members of the review committee in accordance with the following selection rules: A. The candidate must have a record of experience related to the functions
of the review committee. B. The candidate should have a good knowledge of the company's activities
and business and the risks it faces. C. The candidate must have a university qualification, knowledge of the financial
and accounting aspects and the nature of the company's business. D. The candidate shall not be an employee (or has been employed in the past two
years) in the executive or financial management of the company, any company
within its group, or with the company's auditor.
E. The candidate must not be sentenced to an act of honor or honesty in
Saudi Arabia or any othercountry. F. The selection of the candidate for the committee should not be contrary to the relevant
regulations and regulations. 2. Committee members are chosen from among them as chairman for the
duration of the committee, and in the absence of the chairman of the
committee from the meeting, the members of the committee present will
beappointed chairman of the meeting.
The duration of the members of the Committee and the provisional appointment:
1. The term of membership begins from the date of appointment of the
member to the review committee and ends only in one of the followingcases: A. The end of the board of directors session. B. The member requested the completion of his membership by
submitting a written request to the Chairman of the Council for
consideration with the chairman of the committee notified. C. The member has lost any of the conditions to be met on the Board of
Directors. D. He has a disease or disability that prevents him from performing his
duties on the committee.
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Dec 2020
E. A final conviction for an act of honour, honesty or forgery in Saudi Arabia or any other country.
F. A decision by the General Assembly to exempt him from the
committee for any of the followingreasons:
1. Violating his responsibilities, duties and duties, which will cause harm to the interest of thecompany.
2. He missed three consecutive meetings in one year without a
legitimate excuse. 3. Other than the above reasons considered by the Association,
without prejudice to the member's right to claim
compensation if the dismissal occurred for an unacceptable
or inappropriate reason.
2. If the status of a member of the Committee is vacant in one of the previous
or other cases during the term of the membership, the Board shalltemporarily
appoint a member of the vacant position, provided that those who meet the
selection rules for membership of the Committee referred to in this regulation,
provided that the appointment is submitted to the Regular General Assembly at its first
meeting for approval, and the new member completes the remaining period of his
predecessor from the membership of the Committee.
Article 3: The commission's terms of reference and functions
The audit committee is responsible for monitoring the company's work, verifying the effectiveness and adequacy of the company's internal control systems, and expressing the relevant opinions and recommendations, and the committee's terms of reference include in particular:
First: Financial reports
A. Study the company's initial and annual financial statements and
announcements related to its financial performance, before submitting it to
the Board of Directors and recommending it,to ensure its integrity, fairness
and transparency.
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B. To express a technical opinion, based on the Board of Directors, whether the board's report and the company's financial statements are fair, balanced and
understandable and include information that allows shareholders and
investors to assess the company's financial position, performance, business
model and strategy. C. Examine any important or unfamiliar issues contained in the
financialstatements,and recommend them if necessary. D. Thoroughly search any mattersraised by the company's cfo, the company's
chief executive, the company's compliance officer or auditor. E. Verification of accounting estimates in the core issues contained in the
financial reports. F. Study the company's financial policies and give an opinion and recommend to the
Board of Directors.
Second:internal control systems
A. Study and review internal control, financial and risk management systems and
commitment in the company and ensure its effectiveness through periodic reports to
manage internal audit on the efficiency and effectiveness of internal and financial
control systems and systems of risk management and compliance, and follow up the
implementation of recommendations and corrective actions of the observations
contained in it. B. Prepare a report of the Board of Directorscontaining its opinion on the
efficiency of these systems and their recommendations to address the fundamental
matters and any other recommendations for the development of these systemsand
other work thatfalls within its jurisdiction, provided that the Board of Directors
deposits copies of this report inthe center of the company's presidentj at least
twenty‐one days before the general assembly to provide the willing shareholders a
copy of it, and the report follows during the assembly. C. Review and express opinion on financial policies and powers under its
supervisory role before it is adopted by the Board of Directors. D. Review the board's regulations and committees and give an opinion on topics
related to regulatory aspects before they are approved by the Board of
Directors.
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Dec 2020
E. Review the executive management's reports on the internal control system
and its component and give an opinion to the Board of Directors. F. To examine the topics referred to by the Board of Directors for
recommendation to the Board in the light of the oversight committee's role.
Third: Internal Audit Department
A. If the company does not have internal auditors, the Committee should
submit its recommendation to the Board on the need for its appointment. B. Appoint a unit manager or internal audit department or internal auditor,
isolate him and determine his rewards, in addition to a unit manager or risk
management if necessary. C. Study the annual audit plan with the internal audit department and its adoption. D. Study and review the reports of the department of periodic internal audit, and
follow up the implementation of corrective actions for the remarks contained
in it. E. Adopt ing the organizational structure and job description of internal audit
management, and ensuring its independence in the organizational structure of the
company. F. Recommend to the Board of Directors to appoint or remove the head of the
internal audit department, and to evaluate its performance on an annual basis.
Fourth: Auditor
A. Recommending to the Board of Directors to appoint or dismiss the auditors,
and to determine their fees,after evaluating their performance, and to ensure
their independence and appropriate scope of work and the conditions of their
contract. B. Verification of the auditor's independence and effectiveness in the light of
the rules and standards governing it. C. The committee sits in the same place as the President of the United States,
and the refore, the president of the United States, the President of the
United States, and the President of the United States, The United States of
America, the President of the United States, and the President of the United
States.
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Dec 2020
D. Review the company's audit plan and work, verify that it does not provide
technical or administrative work that is outside the scope of the audit work,
and provide its views on it. E. Answering the company's auditor's inquiries and providing the necessary
support to enable him to perform his duties. F. Study the auditor's reports and observations on the financial statements and follow
up on what has been taken on them.
V: Risk management and commitment assurance
A. Supervising the development and development ofa clear strategy
andcomprehensive policies forriskmanagement andcommitment management
toensure that it is activated in accordance with the nature and size of the company's
activities, and verify its implementation, review and update based on the
internal and external variables of the company. B. Review and recommendations on the regulatory structure of risk
management, compliance management and compliance while ensuring that
adequate resources, systems and regulatory reference are available. C. Review the regulatory reports on the company's compliance with
regulations and instructions,and ensure that the company takes the
necessary action on them. D. Ensure that the compliance management does its part in monitoring the
company's compliance with the relevant regulations, regulations, policies and
instructions. E. Raising and recommending to the Board of Directors the necessary actions
to be taken in matters on which the Board considers the need for action. F. To verify the feasibility of continuing the company and continuing its activity
successfully, while identifying the risks to its continuity over the next 12
months. G. Review risk reports and proposed steps to manage these risks, and submit
them to the Board of Directors. H. Oversee the company's risk management system and assess the
effectiveness of the system and mechanisms for identifying, measuring and
monitoring the risks to which the company may be exposed, in order to
identify its shortcomings.
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Dec 2020
I. Periodic assessment of the company's risk tolerance and exposure through a
review of specialized tests carried out by executive management, such as
endurance tests.
Sixth: Arrangements for the presentation of notes
A. Develop the appropriate mechanism that enables the company's employees
to submit their observations confidentially on any infringement of the company's internal
regulations, including those related to the preparation of the company's financial
statements, to ensure that the rights of the notice provider are not violated
because of its submission. B. Develop appropriate procedures to follow up onthe feedback provided by the
company's employees, and ensure that an independent investigation is
conducted commensurate with the size of the error or abuse.
Article 4: The Powers of the Commission
In order to enable the audit committee to perform its functions,and in accordance
with the relevant regulations and regulations,it has the following powers:
4-1 The right to access the company's records and documents. 4-2 Request any clarification or statement from the Board of Directors or executive
management. 4-3 Request the Board of Directors to invite the General Assembly of the company to
convene if the Board of Directors obstructs its work or suffers seriousdamage or losses. 4-4 Adoption of external reference nominationcontrols. 4-5 Adoption of the internal audit work list. 4-6 Approve the plan and budget of the annual review of the internal
auditdepartment. 4-7 Adoption of the organizational structure of internalaudit. 4-8 Recommend to the Board of Directors to appoint the head of the company's
internal audit and determine his monthly salary and allowances and other
benefits allocated to him, as well as recommend the termination of his work
whether due to resignation, disability or exemption. 4-9 Adopt the annual performance evaluation of the head of internal audit and
annual bonuses and bonuses.
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Dec 2020
4-10 At the company's expense, the Committee, with the approval of the Board of Directors,
has the right to directly use, contract or establish direct advisors or advisory bodies from within or
outside the company, or a non‐executive board member who is not a member of the audit
committee, or who it deems to be experts or specialists in the study of subjects
that fall within its functions and responsibilities.
Article 5: Committee's work controls
First: The terms of reference of the Chairman of the Committee and the Secretary‐
General
• Chairman of the Committee:
The Chairman of the Committee shall take on the following tasks:
A. Inviting the committee to convene with the time, date and place of the
meeting, after coordinating with the members of the committee. B. Managing the committee's meetings and working to enhance its
effectiveness C. Prepare the agenda taking into account the topics that a member of the
committee wishes to include. D. Ensure that there is sufficient time to discuss the agenda items of the
committeemeeting. E. Promoting the active participation of members in the committee's meetings
by examining and discussingthe topics on the agenda of its meetings, and by
expressing their views in a way that contributes to the achievement of the
committee's objectives. F. Preparing periodic reports on the activities of the committee and submitting its
recommendations and the work of the Board of Directors. G. Follow‐up the implementation of the decisions issued by thecommittee. H. Representing the Committee before the General Assembly and the Board of
Directors.
• Secretary‐General of the Committee:
TheCommittee should appoint a trustee to have the scientific qualification and practical
experience that will enable him to carry out his tasks, namely:
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Dec 2020
A. Coordinating the committee meetings and developing a proposal for
its agenda in coordination with the chairman of the committee. B. Inform the members of the committee of the dates of the meetings and
provide them with their agenda and the necessary documentsto studythe terms
of thecommittee meeting. C. Attending and documenting the committee's meetings and preparing
its minutes and keeping them in a special register. D. Keeping documents, records and reports submitted to or issued by
the Committee. E. To carry out all administrative work of the Committee and to perform
all other tasks that can be assigned to him from time to time by the
Committee. F. The obligation to maintain the company's secrets and to refrain from
any activity that may be contrary to the company's interest.
Second:The duties of the committee member
A. To abide by the provisions of the company system, the financial market
system, its executive regulations, the relevant regulations and the
company's basic regulations when exercising its duties,and refrain from doing or
participating in any work that would harm the interests of the company. B. A.Be aware of the commission's tasks and responsibilities, and have to
devote sufficient time to doing its part in its investigation. C. Carrying out his duties away from any external influence, both inside and
outsidethecompany, and must not present his personal interests to the
interests of the company. D. Do not accept gifts from anyone who has dealings with the company. E. Preparing meetings and committing to attend them and not to be absent from
them except for objective reasons notified by the chairman of the committee in
advance, andaccepted by the committee. F. Active participation in committee meetings by examining and discussing the
topics on the agenda of its meetings. G. Work to enhance knowledge of organizational developments in the relevant areas
and topics, the commission's functions and responsibilities.
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Dec 2020
Third: Committee meetings
• Call for ameeting:
A. The Committee meets at least once every three months, at the invitation of its
Chairman, and the Chairman of the Committee may invite it to meet in
exceptional cases if necessary, including but not limited to the request of the
Board of Directors, two members of the Committee, the Auditor or the head of the
Internal Audit Department, or if circumstances require it, with the reasons for
the invitation to the extraordinary meeting. B. The Committee meets periodically with the Auditor and the Head of the
Internal Audit Department (individually)to discuss topics related to the
functions and responsibilities of the Committee. C. The committee shall adopt the dates and agenda of the fiscal year meetings
before it begins, and the invitations of the meeting must be sent to each member of the
Committee at least five days prior to the date of the meeting, to indicate in the
invitation the time, date, place of the meeting, the agenda, as well as the
documents to be discussed at the meeting. D. The committee holds its meetings in the maincenter of thecompany, and may
meet outside the main center after the approval of the Board of Directors. E. The Committee may hold its meetings electronically or through modern
technology F. The committee will notattend through the use of one of the means of
communication after the committee's approval. G. No member of the Board of Directors or executive management other than members
of the Committee may attend its meetings except at the invitation of the
Committee, tolisten to his opinion or to obtain his advice.
• Quorum and voting:
A. The validity of the meeting of the review committee requires the presence
of the majority of its members and the decisions of the committee are issued
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Dec 2020
by a majority of the votes of the members present,and when thevotes are equal,
the party with which the president voted is weighted. B. A committee member may appoint another member to attend or vote on the
committee meeting on his behalf at meetings. C. The Committee may issue its decisions in a way that is presented to the
members who are dispersed, and then the approval of all members of the Committee
on these decisions in writing, and is valid if signed by all members and
presented to the Committee at or subsequent meeting to prove them in the
minutes of the meeting.
Fourth: Twomeetings of the committee:
A. The Secretary of the Committee prepares the minutes of documenting the
committee meetings, toinclude: 1. The venue, date, start and end of the meeting. 2. Names of members present and not present, with the names of those
invited to the meeting who are not members of the Committee. 3. The deliberations and decisions of the Committee with the results of the
vote and the reasons for the objections, if any. 4. Identify who is responsiblefor implementing the decisions taken,
determine the time for theirlaunch, and the mechanism for follow‐up. B. The Secretary of the Committee will send the draft minutes of the meeting to the members
of the committee, and the members of the committee shall noticethe
charges on the draft minutes, if any, within a maximum (5) calendar days from
the date of the transmission referred to. C. The committee member has the right to object to any decision takenby the
Committee to prove his objection expressly in the minutes of the meeting with the
reasons for his objection, and his absence from attending the meeting in which the
decision is issued is not considered a reason for exemption from liability unless
it is established that he or she is not able to object to the decision immediately after
learning of it. D. After processing the observations of the members of the Committee on the
draft minutes, and after the approval of the chairman of the meeting, the
Secretary of the Committee sends the draft after the amendment to the members of
the committee in preparation for its adoption at the next meeting of the Committee,
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Dec 2020
and the minutes are officially considered as soon as it is signed by all the members
present and the Secretary of the Committee. E. The minutes of the meeting shall be kept with the agenda of the meeting and all the
documents accompanying it in the register of the Committee's chairman and secretary. F. The Committee follows up on the results of the implementation of its
resolutions and any other topics discussed at previous meetings. G. The Chairman of the Committee submits the recommendations and the
findings of the Board of Directors atthe first meeting of the Board following the meeting
of theCommittee.
Article 6: Confidentiality of the work of the Commission
The committee member must have an obligation tomaintain the confidentiality of the
information that has been made available to him, and the documents he has accessed, and may
not in any way , even in the event of the expiry of his membership, disclose it to any
individual or entity not authorized by the Board ofDirectors, or use any of this information
for the personal benefit of him, a relative or another,and the company has theright to
claim compensation in the event of a breach of this article, as provided to the
Secretary of the Committee.
Article 7: Conflict of interest
7-1 The member should avoid situations that lead to conflicts of interest with those
of the company, and a conflict of interest means that there is a direct or indirect interest of
any member of a subject on the committee's agenda and that interest would influence
(or believe in the effect of that interest) in the independence of the opinion of the
member of the committee who is supposed to express his professional point of view. 7-2 If the member has any conflict of interest on a subject on the Committee's
agenda, he or she must disclose it before the topic is discussed, ifit isconfirmed in the
minutes of the meeting, and in this case may not induceor discuss therelevant topic,
participate in its discussion or vote on it. 7-3 The member of the Committee may not have a direct or indirect interest in the
contracts and works that are done on behalf of the company, nor may he
participate in any work that would compete with the company, or compete with the
company in one of the branches of the activity in which it operates.
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Dec 2020
7-4 If the member of the committee fails to disclose his interest in the contracts
and works that are done for the company either before his appointment as a
member of the Committee or during his membership,thecompany may claim before
the competent judicial authority to invalidate the contract and compensation or oblige
the member to perform any profit or benefit achieved for him. 7-5 If the committee member fails to disclose his participation in any work that
would compete with the company, orcompete with the company in one of the
branches of the activity in which it operates, the company should claim it before the
competent judicial authority for compensation. 7-6 The committee member may not benefit directly or indirectly from any of the
company's assets, information or investment opportunities under
consideration, even if the decision is taken not to proceed with them.
Article 8:Review the Regulations
The regulation is subject to periodic review for the purpose of developing and
updating it in accordance with the relevant regulations and regulations andin
accordance with theboard's opinion, andmay not be amended except on the
recommendation of the Board of Directors, to be submitted to the General Assembly for
approval.
Article 9:General Provisions
9-1 This regulation eliminates and replaces any conflicting procedures, decisions
or regulations of thecompany. 9-2 All that is not mentioned in this regulation applies the Saudi corporate
regulations, the corporate governance regulations issued by the financial
market, the company's statute and the decisions issued by the competent
authorities in this regard.
Article 10:Enforcement
The regulation will be effective from the date of its approval by the General
Assembly, and its validity will continue with any subsequent formation of theCommittee or the
end of its session, to be reviewed to recommend its ratification or update with each
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Dec 2020
formation of the committee during the second meeting of members and replace this list replaces the
previous regulation approved by the General Assembly on 17/11/2020.
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Dec 2020
Executive Committee Working Regulations Amiantit Saudi Arabia Listed Joint Stock Company
2
Dec 2020
Index
Article 1: Purpose........................................... .................... .............. ...... ... . ........ .......... 3
Article 2: The formation of the committee................................... . .... ........................
................ ..... .. . ..... . ...... .. ..... . 3
Article 3: The terms of reference of the committee and its functions.......................... . ..... ......
... ........................ ... ........ .... . 4
Article 4:The rules of the work of the committee....................................... ... ................. ..
.............. . ... . . ....... .......... .. 5
First: the terms of reference of the chairman of the committee and the secretary of
thesecretary......................... ........ ................................. . ........ ... .... 5
Secondly: the duties of the committeemember........................ .................. ........ .
......................................... ......... 6
Third: Committee meetings......................................... . .............. . ............. .. .................... ...
...................... .. 6
Fourth: Documenting the committeemeetings.................................... .. ............. . .................... ...
.................... .. 7
Article 5: The confidentiality of the work of thecommittee................................... ........
................................. . .. ... ......... 8
Article 6:Review the list................................ ...... ............................. .. .................. ... 8
Article 7:General provisions........ ................................... ..... .............................. . .......... ..
.......... .. 9
Article 8: Access............................... .... ........ .. ............ ........ ............................. ....
................... 9
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Dec 2020
Article 1: Purpose
This regulation aims to organize the work of the Executive Committee by defining its tasks
and powers, in additionto thecontrols and procedures of its work,therules of the
selection of its members, and how to nominate them, in light ofthe rules governing
thenominations and remuneration committees in the listed joint stock companies
and stipulated in the corporate system, the regulations and regulatory procedures
issued in accordance with the system of companies of listed joint stock companies, and
the regulations of corporate governance issued by the Financial Market Authority.
Article 2: The formation of the Committee
2.1 The Executive Committee is formed by a decision of the Board of Directors,
with at least three members and a maximum of five members. 2.2 The Board of Directors selects from among the members of the Committee
as its chairman. 2.3 If the status of a member of the committee is vacant in one of the previous
cases or others during the term of membership,the Board shall appointa
memberof the vacant position. 2.4 The duration of the members of the Committee:
The term of membership begins from the date of appointment of the
member of the Executive Committee and ends only in one of the
followingcases: 2.4.1. The end of the board of directorssession. 2.4.2. The member requested theend of his membership by
submitting a written request to the Chairman of the Council for
consideration with thechairman's notice. 2.4.3. The member has lost any of the conditions to be met on the
Board of Directors. 2.4.4. He has a disease or disability that prevents him from performing
his duties on the committee. 2.4.5. A final conviction for an act of honour, honesty or forgery in
Saudi Arabia or any other country.
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Dec 2020
2.4.6. A decision by the Board of Directors to exempt him from the committee
for any of the following reasons: 2.4.6.1 Violating his responsibilities, duties and duties, which will
cause harm to the interest of thecompany. 2.4.6.2 He missed three consecutive meetings in one year
without a legitimate excuse. 2.4.6.3 Other than the above, the reasons considered by the Board
of Directors.
Article 3: The commission's terms of reference and functions
The Executive Committee is competent in all the terms of reference assigned to it
in this regulation, and the Committee reports to the Board of Directors and
maintains direct channels of communication with it, and the terms of reference of
the Committee shall be in line with the relevant regulations and regulations as
follows:
3.1 Participating and supervising the development of the company's strategic
plan and evaluating the proposals submitted by the executive management
concerned with the company's vision and mission, strategic axes, objectives
and strategic and financial initiatives and raising the board for accreditation. 3.2 To ensure the implementation of the general strategy of the company and
its effectiveness in achieving the desiredgoals. 3.3 Supervising the preparation of the company's annual budget, reviewing the
proposals submitted by the executive management and making
recommendations to the Board to approve the annual budget. 3.4 Review financial and strategic performance reports to follow up on the
implementation of strategic plans and initiatives and raise the committee's
recommendations to the Board. 3.5 Study strategic and important projects with a significant financial impact and
raise the Board for accreditation. 3.6 Review and evaluate proposals for new capital investments and approve
projects within the committee's powers, and submit its recommendations to
the Council in thatregard.
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Dec 2020
3.7 Submit its recommendations to the Board regarding loan, mortgage and
security applications 3.8 Consideration of the company's matters referred to it by the Board.
Article 4:Committee's work controls
4.1 First: The terms of reference of the Chairman of the Committee and the
Secretary‐General
4.1.1 Chairman of the Committee:
The Chairman of the Committee shall take on the following tasks:
4.1.1.1. Inviting the committee to convene with the time, date and place
of the meeting, after coordinating with the members of the committee. 4.1.1.2. Managing the committee's meetings and working to enhance its
effectiveness 4.1.1.3. Prepare the agenda taking into account the topics that a member
of the committee wishes to include. 4.1.1.4. Ensure that there is sufficient time to discuss the agenda items
of the committeemeeting. 4.1.1.5. Promoting the active participation of members in the
committee's meetings by examining and discussing the topics on the
agenda of its meetings, and expressing their views in a way that contributes
to the achievement of the committee's objectives. 4.1.1.6. Preparing periodic reports on the activities of the committee and
submitting its recommendations and the work of the Board of Directors. 4.1.1.7. Follow‐up the implementation of the decisions issued by
thecommittee. 4.1.1.8. Representing the Committee before the General Assembly and
the Board of Directors. 4.1.2 Secretary‐General of the Committee:
The Secretariat of the Board of Directors is responsible for the secretariat of the
Committee, and the Committee can appoint a trustee to have the scientific
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Dec 2020
qualification and practical experience that will enable it to carry out its tasks,
namely: 4.1.2.1 Coordinating the committee meetings and developing a
proposal for its agenda in coordination with the chairman of the committee. 4.1.2.2 Inform the members of the committee of the dates of the
meetings and provide them with their agenda and the necessary
documents to studythe terms of thecommittee meeting. 4.1.2.3 Attending and documenting the committee's meetings and
preparing its minutes and keeping them in a special register. 4.1.2.4 Keeping documents, records and reports submitted to or issued
by the Committee. 4.1.2.5 To carry out all administrative work of the Committee and to
perform all other tasks that can be assigned to him from time to time
by the Committee. 4.1.2.6 The obligation to maintain the company's secrets and to refrain
from any activity that may be contrary to the company's interest.
4.2 Second:The duties of the committee member
4.2.1 To abide by the provisions of the company system, the financial
market system, its executive regulations, the relevant regulations and the
company's basic regulations when exercising its duties,and refrain from
doing or participating in any work that would harm the interests of the company. 4.2.2 A.Be aware of the Commission's tasks and responsibilities, and should
devote sufficient time to its role in its investigation. 4.2.3 Carrying out his duties away from any external influence, both inside
and outside the company, and must not present his personal interests to
the interests of the company. 4.2.4 Do not accept gifts from anyone who has dealings with the company. 4.2.5 Preparing meetings and committing to attend them and not to be absent
from them except for objective reasons notified by the chairman of the committee in
advance, andaccepted by the committee. 4.2.6 Active participation in committee meetings by examining and
discussing the topics on the agenda of its meetings.
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Dec 2020
4.2.7 Work to enhance knowledge of organizational developments in areas
and topics related to the commission's tasks and responsibilities.
4.3 Third: Committee meetings
4.3.1 Call for ameeting:
4.3.1.1 The Committee meets at least twice,at the invitation of its
Chairman, how muchthe Chairman of theCommittee may invite it to
meet in exceptional cases if needed. 4.3.1.2 The committee may holdits meetings electronically or
through modern technology. 4.3.1.3 Meeting invitations should be sent to each committee
member at least five days prior to the date of the meeting, with the
invitation indicating the time, date, meeting location, agenda, and
documents to be discussed at the meeting. 4.3.1.4 The committee holds its meetings in the maincenter of the
company,and may meet outside the main center. 4.3.1.5 The member of the committee should be present through
the use of one of the means of communication after the
committee'sapproval. 4.3.1.6 No member of the Board of Directors or executive
management other than members of the Committee may attend its
meetings except at the invitation of the Committee to hear his opinion
or receive his advice.
4.3.2 Quorum and voting:
4.3.2.1 The validity of the committee meeting requires the presence of a
majority of its members and the decisions of the committee are
issued by a majority of the votes of the members present,and when
thevotes are equal, the party with which the president of the
meetingvoted is weighted. 4.3.2.2 A committee member may appoint another member to
attend or vote on the committee meeting on his behalf at meetings. 4.3.2.3 The Committee may issue its decisions in a way that is
presented to the members of thedispersed, at which point all members
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Dec 2020
of the Committee must agree to these decisions in writing, and are
valid if signed by all members and present these decisions to the
Committee at or subsequent meeting to prove them in the minutes
of the meeting.
4.4 Fourth: Twomeetings of the committee:
4.4.1 The Secretary of the Committeewill count the minutes of documenting
the committee's meetings, to include: 4.4.1.1 The venue, date, start and end of the meeting. 4.4.1.2 Names of members present and not present, with the
names of those invited to the meeting who are not members of the
Committee. 4.4.1.3 The deliberations and decisions of the Committee with
the results of the vote and the reasons for the objections, if any. 4.4.1.4 Identify who is responsible for implementing the
decisions taken, determine the time for their launch, and the
mechanism for follow‐up. 4.4.2 The Secretary of the Committee will send the draft minutes of the
meeting to the members of the committee, and the members of the
committee shall noticethecharges on the draft minutes, if any, within a
maximum (5) calendar days from the date of the transmission referred
to. 4.4.3 The committee member has the right to object to any decision taken
by the Committee to prove his objection expressly in the minutes of the meeting
with the reasons for his objection, and his absence from attending the meeting
in which the decision is issued is not considered a reason for exemption from
liability unless it is established that he or she is not able to object to the decision
immediately after learning of it. 4.4.4 After processing the observations of the members of the Committee
on the draft minutes, and after the approval of the chairman of the
meeting, the Secretary of the Committee sends the draft after the amendment
to the members of the committee in preparation for its adoption at the next meeting of
the Committee, and the minutes are officially considered as soon as it is
signed by all the members present and the Secretary of the Committee.
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Dec 2020
4.4.5 The minutes of the meeting shall be kept with the agenda of the meeting and all
the documents accompanying it in the register of the Committee's chairman and secretary. 4.4.6 The Committee follows up on the results of the implementation of its
resolutions and any other topics discussed at previous meetings. 4.4.7 The Chairman of the Committee submits the recommendations and the
findings of the Board of Directors atthe first meeting of the Board following the
meeting of theCommittee.
Article 5: Confidentiality of the committee's work
The committee member must have an obligation to maintain the confidentiality of
the information that has been made available to him, and the documents he has accessed,
and may not in any way , even in the event of the expiry of his membership, disclose it
to any individual or entity not authorized by the Board of Directors, or use any of this
information for the personal benefit of him, a relative or another,and the company
has the right to claim compensation in the event of a breach of this article, as provided to
the Secretary of the Committee.
Article 6:Review the Regulations
The regulation is subject to periodic review for the purpose of developing and
updating it in accordance with the relevant regulations and regulations andin
accordance with theboard's opinion, andmay not be amended except on the
recommendation of the Board of Directors, to be submitted to the General Assembly for
approval.
Article 7:General Provisions
7.1 This regulation eliminates and replaces any conflicting procedures, decisions
or regulations of thecompany. 7.2 All that is not mentioned in this regulation applies the Saudi corporate
regulations, the corporate governance regulations issued by the financial
market, the company's statute and the decisions issued by the competent
authorities in this regard.
Article 8:Access
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Dec 2020
The regulation will take effect from the date of its approval by the Board of
Directors, and its period of validity will continue with any subsequent formation of
the Committee or the end of its session, to be reviewed to recommend its approval
or update with each formation of the committee during the second meeting of
members and replace suppalling the previous regulation approved by the General
Assembly on 28/04/2020.
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Dec 2020
The policy of rewards of board members and
committees emanating from it for Amiantit Saudi
Arabia Listed Joint Stock Company
Disclaimer: Update this document 36 months before the effective date or when needed.
2
Dec 2020
Setting
Signature Date Role Regulatory Unit Name
Review
Signature Date Regulatory Unit Name
Authentication
Signature Date Regulatory Unit Name
Rely
Signature Date Regulatory Unit Name
3
Dec 2020
Versions page
Release history
Brief Rely Authentication Review Main setting Release number
and date
4
Dec 2020
Index
Article 1: Purpose. ...... ............................... ............ .................... ... ........... ...... ........... ..........
5
Article 2: Field of work ...... ............................. . ......... ............... . ................ ..... ..... .. .. . ...... ..
.... 5
Article 3: Responsible for politics (owner) .......................... . ...... ...... ................... ... ........ .... .
5
Article 4: Definitions ........ .............................. ............... ..... . ...... ...... ................... ... ........ ....
. 5
Article 5: References............................. .......... ................... . ...... ...... ................... ... ........ .... .
5
Article 6: Policy Statement ......... ................... ................ .. ....... .. ...... ................... ... ........ ....
. 6
Article 7: The mechanism of determining rewards.............. .............. .. . .. ...... .. ...... ...................
... ........ .... . 6
Article 8: Rewards Standards.............. ......................... . ....... ....... .. ...... ................... ... ........
.... . 9
Article 9: Financial controls for the rewards of council members and committees emanating
from it........ ... .. ..... .... . 11
Article10: Disclosure...................... ................................................................................... 12
Article 11: Review and update policy................... ....................................................... 12
Article 12: Attachments........................ .............................................................. 12
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Dec 2020
Article 1: Purpose
The purpose of this policy is to define a mechanism for the members of the Board
of Directors and the committees that are affiliated with it without violating the provisions
of the corporate system, the financial market system and their executive regulations.
Article2: The field of work
Taking into account saudi Arabia's legislation governing the conduct and relationships regulating the dealings between the companyandthe company and what is
stipulated and decided in the company'sstatute, regulations and internal policies of the company, these rules come to be complementary to them without replacing them.
Article 3: ThePolicy Officer (Owner)
Board nominations and awards committee.
Article 4: Definitions
The words and words in this policy mean the meanings described in the corporate
system, the corporate governance regulations, and the underlying system of
thecompany.
Article 5: References
5-1 The corporate system issued by the Royal Decree M/3 and the date of 28/01/1437 H.
5-2 The Corporate Governance Regulations issued by the CMA Board by Resolution No. (8‐16‐2017) and the date of 16/05/1438 H, 13/02/2017.
5-3 Regulatory regulations and procedures issued in accordance with the regulation of companies for listed joint stock companies issued by the Capital Market Authority.
5-4 The foundation system of the company.
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Dec 2020
5-5 The company's governance regulations. 5-6 The work list of the Remuneration and Nominations Committee.
Article 6: Policy Statement
The Board of Directors is responsible for adopting the remuneration mechanism for board members and its committees as follows:
6.1 To clarify the relationship between the bonuses granted and the applicable remuneration policy, and to indicate any fundamental deviation from this policy.
6.2 Disclosure accurately, transparently and in detail in the special report on the rewards awarded to members of the Board of Directors and executive management directly or indirectly, without concealment or misinformation, whether amounts or benefits orbenefits, whatever their nature and name.
6.3 To provide the necessary details regarding the rewards and compensation paid to each of thefollowing: 6.3.1 Members of the Board of Directors. 6.3.2 Committee members
Article 7: The Mechanism for Determining Rewards
First: Board members' awards:
The compensation of the board members shall be as follows:
A. An annual award with a proposal from the Board of Directors to the
General Assembly of Shareholders. B. A lump sum will be disbursed as compensation for housing, food,
transportation and other expenses when attending the Council meeting
of 3,000 riyals (3,000 riyals) for each member attending the meeting, in
addition to a business class ticket (one way back) to and from the city
where the meeting will be held or the equivalent of its value if the
meeting is held in a city outside the member's residence. C. If the Chairman of the Board of Directors or the Chairman of the Executive
Committee requests the Review Committee or the Nominations and
Remuneration Committee to hold the committee meeting or the
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Dec 2020
participation of any members of the review committee or the
nominations and remuneration committee, or all of them in the board
meeting or the Executive Committee, the member of the review
committee or the nominations and remuneration committee will be
compensated for expenses, as is the members of the Board of Directors
as stated in paragraph (b). D. If more than one meeting is held on the same day and in place, the council
or committees will be compensated for the expenses mentioned in
paragraph (b) above, disbursed only once per member. E. Annual fixed bonuses are paid on the basis of a member's attendance
rate. F. The board's annual report on the remuneration, allowances or benefits of
the Board members shall also be disclosed to indicate what they have
received as employees or administrators or what they have received for
technical, administrative or consulting work, and to include a statement
of the number of meetings attended by each member from the date of
the last meeting of the General Assembly. G. In addition to the above‐mentioned remuneration of board members, if
the board member is a member of the Board of Directors of a subsidiary
company or a colleague or companies in which the company invests, it is
entitled to a reward according to the remuneration policyof
thosecompanies, andthe company's representatives on the boards of directors of those
companies or committees of those boards shallreceive the rewards established in
accordance with the policies of those companies, and do not affect their
remuneration established under this regulation, or the remuneration
policy approved by the Nominations and Remuneration Committee.
Second: Remuneration of members of the review committee
The remuneration of committee members is asfollows:
A. An annual bonus of SAR 100,000per member. B. The annual bonus is paid once a year to one member and the same member
who is a member of another committee may not receive another annual
bonus because of his work on that committee.
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Dec 2020
C. A lump sum will be disbursed as compensation for housing expenses, food,
transportation, etc. when attending the committee meeting of
SAR3,000(SAR 3,000) for each member attending the meeting, in addition to
a business class ticket (round trip) to and from the city where the meeting will be
held or the equivalent of the meeting outside the member's residence. D. If the meeting of many meetings isheld on the same day and the place isthe same
for the Council or the committees, thecompensation for the expensesmentioned in
paragraph (c) above is disbursed only once per member. E. Annual fixed bonuses are paid on the basis of a member's attendance at
meetings F. The remuneration, allowances or benefits paid by committee members is
disclosed in the Board's annual report.
Third: Executive Committee members' rewards
The remuneration of committee members is asfollows:
A. An annual bonus of SAR 100,000per member. B. The annual bonus is paid once a year to one member and the same member
who is a member of another committee may not receive another annual
bonus because of his work on that committee. C. A lump sum will be disbursed as compensation for housing expenses, food,
transportation, etc. when attending the committee meeting of SAR3,000
(SAR 3,000) for each member attending the meeting in addition to a business
class ticket (round trip) to and fromthe city where the meeting will be held or the
equivalent of its value if the meeting is held outside the member's residencecity. D. If more than one meeting is held on the same day and in place, the council
or the committees will be compensated for the expenses mentioned in
paragraph (c) above, paid only once for each member. E. Annual fixed bonuses are paid on the basis of the member's attendance rate. F. The remuneration, allowances or benefits paid by the members of the
Committee are disclosed in the board's annualreport.
Fourth: Awards of members of the Nominations and Awards Committee
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The remuneration of committee members is asfollows:
A. An annual bonus of SAR 100,000 permember. B. The annual bonus is paid once a year to one member and the same member who is a member
of another committee may not receive another annual bonus because of his work on that
committee. C. A lump sum will be disbursed as compensation for housing expenses, food,
transportation, etc. when attending the committee meeting of SAR3,000 (SAR
3,000) for each member attending the meeting in addition to a business class
ticket (round trip) to and fromthe city where the meeting will be held or the equivalent of its
value if the meeting is held outside the member's residencecity. D. If more than one meeting is held on the same day and in place, either the Council
or the committees, thenthe compensation for theexpenses mentioned in paragraph (c)
above is disbursed only once permember. E. Annual fixed bonuses are paid on the basis of a member's attendance at
meetings F. The remuneration, allowances or benefits paid by the members of the
Committee are disclosed in the board's annualreport.
Article 8: Rewards Standards
Board members' bonuses and committees are subject to the following criteria:
8.1 The rewards should be commensurate with the company's activity and the
skills needed to manageit. 8.2 Taking into account the long‐term link ing of the variable portion of rewards
toperformance. 8.3 The company takes into account the harmony of rewards with the company's
strategy and objectives and with the size, nature and degree ofrisk. 8.4 The company takes into account the practices of other companies and what
prevails in the labour market in determining rewards, while avoiding the
resulting unjustified increase in rewards andcompensation. 8.5 It is prepared in coordination with the Remuneration and Nominations
Committee in relation to newappointments.
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Dec 2020
8.6 Rewards are determined based on the level of the job, the tasks and
responsibilities of the incumbent, the scientific qualifications, practical
experience, skills and the level of performance. 8.7 The rewards should be fair and proportionate to the members' terms of
reference and the actions and responsibilities performed and borne by the
members of the Board of Directors or committees, in addition to the
objectives set by the Board of Directors to be achieved during the fiscalyear. 8.8 The reward should be reasonably sufficient to attract, motivate and retain
competent board members. 8.9 The payment or refund of the bonus is suspended if it is found to have been
determined on the basis of inaccurate information provided by a member of
the Board of Directors or executive management, in order to prevent the use
of the job status to obtain unduerewards. 8.10 In the case of the development of a program to grant shares in the company
to members of the Board of Directors, executive management and employees,
whether it is a new issue or shares purchased by the company, this is done
under the supervision of the Remuneration and Nominations Committee and
in accordance with the company's statutes and the relevant CMA regulations
andregulations. 8.11 In any case, the total rewards and financial benefits received by the board
member do not exceed 500,000 riyals per year. 8.12 The member is entitled to a reward for the additional work, executive,
technical, administrative or advisory positions assigned to him in the
company, in addition to the reward he can receive as a member of the Board
of Directors and in committees formed by the Board of Directors in
accordance with the company's corporate system and the company's
foundation system.
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Article 10:Disclosure
In its annual report, the Board of Directors must disclose the details of this policy,
the mechanisms for determining board members' remuneration and committees,
the total remuneration of senior executives, the financial and in‐kind amounts and
benefits paid to each board member for any executive, technical, administrative or
advisory work, and the disclosure will be mandatory and detailed in the Board's
reports that will be issued for financial periods and shall be detailed in accordance
with the senior executive remuneration schedule.
Article 11:Review and Update Policy
This policy is subject to periodic review by the Nominations and Remuneration Committee and is approved by the Board of Directors.
Article 12:Attachments
12.1 The rewards schedule, as stipulated in the Corporate Governance
Regulationissued by the CMA: 12.2 Instructions for corporate advertising issued by relevant authorities. 12.3 Form No. 3 appointed/represented for a legal person to serve on the board
of directors of a joint stock company listed on the Saudi stock market
(Tadawul).
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1
Dec 2020
Investor Relations Policy Amiantit Saudi Arabia Listed Joint Stock Company
Disclaimer: Update this document 36 months before the effective date or when needed.
2
Dec 2020
Setting
Signature Date Role Regulatory Unit Name
Review
Signature Date Regulatory Unit Name
Authentication
Signature Date Regulatory Unit Name
Rely
Signature Date Regulatory Unit Name
3
Dec 2020
Versions page
Release history
Brief Rely Authentication Review Main setting Release number
and date
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Dec 2020
Index
Article 1: Purpose....................................... . .... ................... ... ........... ...... ....... .......... 5
Article 2: Field of Work....... ... ............. .......................... . ................... ................... ... ........ ....
. 5
Article 3: Responsible for politics (owner).................... . . ......... .. ... ... . ........................... .......
5
Article 4: Responsibilities......... .................................................. .. .............. . ........ . .... ..... .......
.. 5
Article 5: References................... ................................... ......... ... ...... .. ..... . .... . .. ... ..............
6
Article 6: Policy Statement. ....... .................................................. .. .............. . ........ . ....... . ....
.. 6
Article 7: Access... ......................... ................. .................... .... .................. ... .. .. ................. 9
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Article 1: Purpose
Establishing rules and setting the functions and responsibilities governing investor relations in Amiantit Saudi Arabia.
Article2: The field of work
2-1 The General Assembly of the company.
2-2 Board of Directors of Amiantit Saudi Arabia.
2-3 (Investor RelationsDepartment) .
Article 3: ThePolicy Officer (Owner)
(Investor RelationsDepartment) .
Article 4: Lisothe
4-1 (InvestorRelationsManagement) :
Responsible for implementing its policy‐built functions, as well as following up on the implementation of other policy tasks and responsibilities implemented by the affected organizational units by participating in the preparation/updating of the policy, approving its tasks, responsibilities, powers and obligation to implement them as the owner of the policy by signing into the "setup" box as a participant.
4-2 (It Department) :
Responsible for the implementation of this policy and follow‐up implementation in relation to it.
4-3 (Department responsible for preparingpolicies andcommitment) :
Be responsible for editing and drafting this policy, coordinating and reviewing the affected organizational units to ensure that they comply with the approved Strategic and Financial Powers Regulation document and obtain the necessary input and funds during the preparation, update, and cancellationprocess.
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Dec 2020
Article 5: References
5-1 The corporate system issued by Royal Decree No. (M/3) on 28/01/1437 E.
5-2 Corporate Governance Regulations.
5-3 The foundation system of the company.
5-4 Regulatory regulations and procedures issued in accordance with the system of companies of listed joint stock companies.
Article 6: Policy Statement
6-1 The company pays special attention to its shareholders and investors, as they are the first to be affected when there is any change in its performance.
6-2 Through the General Assembly, shareholders can vote and influence the company's decisions, and they can file individual or collective liability claims against board members in accordance with the conditions established in the CmA's corporate governance regulations andcorporate regulations.
6-3 The company is keen to provide channels of communication and cooperation with its shareholders and investors to exchange opinions and proposals for what is in the company's interest.
6-4 The contributor's access to information:
6-4-1 It is committed to providing complete, clear, correct and non‐misleading information to enable the contributor to exercise his rights to the fullest, provided in a timely manner and regularly updated.
6-4-2 The means of providing information to the shareholder must be clear and detailed, include a statement of company information that the shareholder can obtain, and be made available to the general shareholders of the same category.
6-4-3 The most effective means of communicating with shareholders and not discriminating against them in providing information should be followed.
6-5 The Department ofInvestor Relations has the following responsibilities:
6-5-1 In addition to positively representing the company at investor conferences and meetings organized by financial companies, you will
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communicate and meet with financial analysts and fund managers to shed light on the company's financial strategies and performance.
6-5-2 Managing and updating the shareholders' register periodically in coordination with a trading company and preparing periodic reports and presenting them to the executive management.
6-5-3 Providing senior management with positive and negative market feedback through quarterly periodic reports and forecasting reports and comments by financial analysts on the company's performance.
6-5-4 Preparing and drafting the announcement of the company's quarterly results on a trading site.
6-5-5 Preparing content and putting documents related to the investoryen on the company's electronicportal.
6-5-6 Manage and follow up on the disbursement of profits by coordinating with the relevant banks about outstanding profits and communicating with shareholders around them.
6-5-7 Coordination in the participation of shareholders in the meetings of public and private associations and their deliberations, and informing the shareholders of the agendas of those meetings, and related documents
through modern technology means in coordination with (thecompetent department ofthe media) andthe secretariat of the Board of Directors and the IT sector, in accordance with the following regulations:
6-5-7-1 The participation of the contributor should be through attendance at the headquarters of the General and Private Assembly, and the registration ofattendance.
6-5-7-2 If the contributor attends the general and private assembly after the end of the registration period, he or she is entitled to attend, but he is not entitled to vote on the agenda items.
6-5-8 Allowing automatic voting of shareholders on the schedule of meetings of public and private associations, although they do not attend these meetings, in accordance with the followingregulations:
6-5-8-1 Automatic voting enables shareholders to cast their votes before the General or Private Assembly without the need to
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appoint an agent to attend the General and Private Assembly meeting on their behalf.
6-5-8-2 Automatic voting on the agenda items of any general and private assembly meeting shall be open edifying after the date of publication of the invitation for the meeting, provided that the automatic voting period shall not be less than three days and not more than five days before the date of the Assembly, and the automatic vote will depend on the terms of the general or private assembly
meeting at the end of the discussion of coffeeanddand and vote on it in that Assembly.
6-5-8-3 Follow the mechanisms of the trading company and continuous coordination with them to confirm the identity of the shareholder and shareholder participating in the general and private assembly meeting through modern technology means, and to ensure that each contributor is entitled to vote on any of the items of these meetings.
6-5-9 Media statement "in the event of any substantial developments within the framework of the company's activity and its knowledge is not available to the general public and affects the decisions of current and potential investors" to meet the requirements of the CMA in such cases.
6-5-10 Managing and updating the data on the company's official website and the company's official accounts in social networking sites, SMSmessages, in constant coordination with (thecompetent management of investorrelations), with the aim of providing investors with essential information about the company that helps them make investment decisions.
6-6 Power of attorney controls in attendance at general or private meetings:
6-6-1 The shareholder of the company under the written power of attorney of another natural person, whether that person is a shareholder of the company or otherwise, but not a member of its board of directors or an employee of the Company, is entitled to attend the general or private assembly meeting and vote on the agenda items on his behalf, in accordance with the form of power of attorney attached to the invitation to the meeting issued by the company and includes the following statements:
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A. The name of the shareholder assigned is quadruple if it is a natural person, or the name of the shareholder according to what is recorded in his or her business record or what is in his judgment, if he is a legal person.
B. The name of the company according to what is recorded in its business record.
C. Identification number if the contributing person is a natural person, or the commercial register number if he or she is a legal person or a person in his or her judgment.
D. The agent's name is quadruple and his id number.
E. The name of the power of attorney website is described, and a copy of the sharia law agency should be attached in case the power of attorney is a legitimate agent.
F. The date of the release of the power of attorney, and the duration of its effectiveness.
G. The type of association to be appointed to attend.
6-6-2 Taking into account the above information, the shareholder may appoint another person, whether that person is a shareholder of the company or a third person, but not a member of its board of directors or an employee, to attend general or private meetings on his behalf under a legal or statutoing agency, expressly stating the right of the agent to attend public and private associations (where applicable) to the company and to vote on the terms of its agenda.
6-7 The Departmentof Information Technology (IT) has the following responsibilities:
6-7-1 Follow‐up and maintenance of all electronic channels with shareholders technically such as audio and real‐time video transmission to the General and Private Assembly
6-7-2 Allowing automatic voting of shareholders on the agenda items of public and private associations.
6-7-3 The development of modern communication channels that facilitates (thecompetent management ofinvestorrelations) from the task of
communication with investors.
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Article 7: Access
The policy shall take effect from the date of its adoption by the General
Assembly,and inform all employees of thecompany, and publish edited on the company's
website, and the assembly will take over the necessary amendments.
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Dec 2020
The policy of nominating members of the Board of
Directors andcommittees emanating from it for
Amiantit Saudi Arabia Listed Joint Stock Company
Disclaimer: Update this document 36 months before the effective date or when needed.
2
Dec 2020
Setting
Signature Date Role Regulatory Unit Name
Review
Signature Date Regulatory Unit Name
Authentication
Signature Date Regulatory Unit Name
Rely
Signature Date Regulatory Unit Name
3
Dec 2020
Versions page
Release history
Brief Rely Authentication Review Main setting Release number
and date
4
Dec 2020
Index
Article 1: Purpose....................................... .................... ... ........... ...... ........... .......... 5
Article 2: Field of Work....... ... ............. .......................... . ................... ................... ... ........ ....
. 5
Article 3: Responsible for politics (owner).................... . . ......... .. ... ... . ........................... .......
5
Article 4: Responsibilities......... .................................................. .. .............. . ........ . .... ..... .......
.. 5
Article 5: Definitions........... . .. ......................... .......................... .. .............. . ........ . ........... ..
5
Article 6: References......... ......................... .......... .......................................... . .. ... .............. 6
Article 7:Policy Statement.............. .................................... .................. . . ............. ................ 6
Article 8:Review and update policy ............ .................... . ... .. ... .................... .. .. ................ .
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Dec 2020
Article 1: Purpose
In order to increase the effectiveness of governance, and to achieve a high degree of
transparency, achieve the company's objectives, and develop its performance, the
company has adopted the criteria for nominating the board members of the
company and selecting them based on the efficiency and ability to represent the
board of directors and the committees that are affiliated with it, in a way that
ensures the availability of experience, ability and scientific and practical knowledge
that will contribute to raising the company's operational efficiency.
Article2: The field of work
Taking into account saudi Arabia's legislation governing the conduct and relationships regulating the transaction betweenthecompany and the company and what is
stipulated and decided in the company's statute, regulations and internal policies of thecompany, these rules are complementary to them without replacing them.
Article 3: ThePolicy Officer (Owner)
Board nominations and awards committee.
Article 4: Lisothe
4-1 The Nominations and Remuneration Committee is responsible for preparing and reviewing the policy and proposing changes that it deems appropriate and submitting it to the Board of Directors for consideration.
4-2 (Secretariat of the Board of Directors) The company is responsible for
implementing this policy.
Article 5: Definitions
The words and words in this policy mean the meanings described in the corporate
system, the corporate governance regulations, and the underlying system of
thecompany.
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Dec 2020
Article 6: References
6-1 The corporate system issued by the Royal Decree M/3 and the date of 28/01/1437 H.
6-2 The Corporate Governance Regulations issued by the CMA Board by Resolution No. (8‐16‐2017) and the date of 16/05/1438 H, 13/02/2017.
6-3 Regulatory regulations and procedures issued in accordance with the regulation of companies for listed joint stock companies issued by the Capital Market Authority.
6-4 The foundation system of the company. 6-5 The company's governance regulations. 6-6 The work list of the Remuneration and Nominations Committee.
Article 7: Policy Statement
7-1 Responsibilities of the Nominations and Remuneration Committee for the
nomination of board members:
7-1-1 Recommend to the Board of Directors to nominate the new
member or re‐nominate him in accordance with the company's
statutes, taking into account that no one who has been convicted of a
crime against the secretariat has been nominated.
7-1-2 Preparing standards for the abilities and qualifications required
for board membership.
7-1-3 Determine the time that a member must allocate to the work of
the Board of Directors.
7-1-4 Annual review of the needs of appropriate skills for board
membership.
7-1-5 Job description of board members.
7-1-6 Publish an advertisement on the company's website, the Saudi
Financial Market Website (Tadawul) and any other means specified by
the competent authority, in order to invite persons wishing to run for
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Dec 2020
membership of the Board of Directors, provided that the nomination
is open for at least one month from the date of the announcement.
7-1-7 Consider that there are enough independent candidates to
allow the General Assemblyto bedisappointed, including at least one
third of the council members, annual verification of the independence
of independent members, and the absence of any conflict of interest.
7-1-8 The announcement on the market website information about
candidates for board membership when publishing or inviting the
General Assembly, provided that such information includes a
description of the experiences, qualifications, skills, functions and past
and current memberships, and a copy of this information must be
provided at its headquarters and website.
7-2 Requirements for standing for board of directors:
7-2-1 Submit a letter to the company's management stating that he
wants to run within the advertising period set for one month of
opening the nomination, provided that the letter is accompanied by
his cv, qualifications, and experience in the field of the company's
business in accordance with the relevant forms and regulations. If the
documents are issued from outside Saudi Arabia, the original
documents must be certified by the Embassy of Saudi Arabia in that
country and approved by the competent authorities in Saudi Arabia.
7-2-2 Provide a statement containing the names of the joint stock
companies that are a member of their board of directors.
7-2-3 Provide a statement of companies or institutions that are co‐
managed or owned and do business similar to those of the company.
7-2-4 Disclosure of anyconflicts of interest to the Board of Directors and the
General Assembly,in accordance with the procedures established by the
Authority, including:
A. The existence of any direct or indirect interest in the business
and contracts that are made for the company.
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Dec 2020
B. Participating in a business that would compete with the
company, or compete in one of the branches of the activity.
7-2-5 Provide a statement of the number and date of the boards of
directors of the companies in which he has served if he has previously
served on the board of directors of a joint stock company, but if he has
previously served as a member of the Board of Directors of the
company in previous sessions, he must attach a statement to the
courses in which he participated, and the company completes the
necessary.
7-3 Terms of selection of board members:
7-3-1 The board member must be competent professionals who have the necessary experience, knowledge, skill and appropriate reduction of scientific qualifications, enabling him to carry out his duties efficiently and efficiently and contribute effectively to the management and prosperity of the company and protect its earnings.
7-3-2 The board member shall not serve on the Board of Directors of more than five listed joint stock companies at the same time.
7-3-3 Be healthy and not have a health barrier that hinders him from exercising his duties and competencies.
7-3-4 The board member shall not be an employee of a competing company, or a participant in any business that would compete with the company.
7-3-5 He must not have been dismissed, dismissed from the Board of Directors of a joint stock company or by the management of any of his activities due to negligence, mismanagement, or irregular attendance at board meetings or committees.
7-3-6 He has not been sentenced by a final judgement in cases of breach of honour or honesty.
7-4 Vacant position on the Board of Directors or at the end of a member of the
Board:
7-4-1 According to the basic regulations when the position of a
member of the Board of Directors is vacant, the Board shall appoint an
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interim member of the vacant position at their discretion in
accordance with the selection requirements set out in paragraph 7.3
of this policy, and must report to the competent authority within five
working days of the date of appointment and submit this appointment
to the General Assembly at its first meeting and the new member will
complete the term of his predecessor. If the conditions for the board
of directors are not met due to a lack of membership from the
minimum stipulated in the basic system, the rest of the members must
invite the General Assembly to convene within 60 days to elect the
necessary number of members.
7-4-2 The company's statute shows how the board of directors
expires and the General Assembly may at all times dismiss all or some
of the board members, even if the company's statute text otherwise.
7-4-3 When a member of the Board of Directors expires in one of the
ways stipulated in the company's statute for the termination of
membership, the Secretariat of the Board of Directors should immediately
feel the competent authority in the ministry and the authority with the
reasons for this.
7-4-4 If the board member resigns and has notices of the company's
performance, he or she must submit a written statement to the
Chairman of the Board of Directors, and this statement must be
presented to all members of the Board of Directors.
7-5 General provisions for board membership:
7-5-1 The company provides shareholders with information about
candidates for board membership at least three days before the
election, which will include a description of the candidates'
experiences, qualifications and skills.
7-5-2 Each shareholder is entitled to nominate himself or another
person or more to the Board of Directors.
7-6 Tasks and responsibilities of the competent departments in the company:
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7-6-1 The Board of Directors secretariat shall declare the membership of the
Board of Directors or the membership of the committees of the Board, and the
completion of its membership in the position of the Board in
accordance with the established controls.
7-6-2 The (Financial Competent Department) is responsible for
coordinating with the Secretariat of the Board of Directors to exchange
the bonuses of the members of the Board of Directors in accordance
with the financial procedures followed.
Article 8: Review and Update policy
This policy is subject to periodic review by the Board of Directors and on the recommendation of the Nominations and Remuneration Committee, and can be amended by decision of the General Assembly.
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Dec 2020
Executive Management Rewards Policy and Staff Amiantit Saudi Arabia Listed Joint Stock Company
2
Dec 2020
Setting
Signature Date Role Regulatory Unit Name
Review
Signature Date Regulatory Unit Name
Authentication
Signature Date Regulatory Unit Name
Rely
Signature Date Regulatory Unit Name
3
Dec 2020
Versions page
Release history
Brief Rely Authentication Review Main setting Release number
and date
4
Dec 2020
Index
Article 1: Purpose. ...... ............................... ............ .................... ... ........... ...... ........... ..........
5
Article 2: Field of work ...... ............................. . ......... ............... . ................ ..... ..... .. .. . ...... ..
.... 5
Article 3: Responsible for politics (owner) .......................... . ...... ...... ................... ... ........ .... .
5
Article 4: Definitions ........ .............................. ............... ..... . ...... ...... ................... ... ........ ....
. 5
Article 5: References............................. .......... ................... . ...... ...... ................... ... ........ .... .
5
Article 6: Policy Statement ......... ................... ................ .. ....... .. ...... ................... ... ........ ....
. 6
Article 7: Distribution of the company's shares.................... .............. .. . .. ...... .. ...... ...................
... ........ .... . 9
Article 8: Review and update policy......................... . ....... ....... .. ...... ................... ... ........ .... . 9
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Dec 2020
Article 1: Purpose
The purpose of this policy is to enhance the loyalty of employees by rewarding
them for their outstanding performance, loyalty to the company and their honesty
in the performance of their business, and the company has established the criteria
on which the employee is entitled to this reward without violating the provisions
of the corporate system, the financial market system and their executive
regulations.
Article2: The field of work
Taking into account saudi Arabia's legislation governing the conduct and relationships regulating the dealings betweenthecompany and the company and what is
stipulated and decided in the company's statute, regulations and internal policies of thecompany, these rules are complementary to them without replacing them.
Article 3: ThePolicy Officer (Owner)
Board nominations and awards committee.
Article 4: Definitions
The words and words in this policy mean the meanings described in the corporate
system, the corporate governance regulations, and the underlying system of
thecompany.
Article 5: References
5.1 The corporate system issued by the Royal Decree M/3 and the date of 28/01/1437 H.
5.2 The Corporate Governance Regulations issued by the CMA Board by Resolution No. (8‐16‐2017) and the date of 16/05/1438 H, 13/02/2017.
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5.3 Regulatory regulations and procedures issued in accordance with the regulation of companies for listed joint stock companies issued by the Capital Market Authority.
5.4 The foundation system of the company. 5.5 The company's governance regulations. 5.6 The work list of the Remuneration and Nominations Committee.
Article 6: Policy Statement
6.1 The criteria that the Committee must observe in the employee remuneration policy:
1.6.1 In line with the company's strategy and objectives. 1.6.2 To provide rewards in order to encourage employees to make the
company a success and long‐term development, such as linking the changing portion of rewards to long‐term performance.
1.6.3 The rewards should be determined based on the level of the job, the tasks and responsibilities of the incumbent, the scientific qualifications, practical experience, skills and the level of performance.
1.6.4 Its compatibility with the size, nature and degree of risk of the company.
1.6.5 Taking into account the practices of other companies in determining rewards, while avoiding the resulting unjustified increase in rewards and compensation.
1.6.6 To attract, retain and motivate professional talent. 1.6.7 To be prepared in coordination with the Nominations Committee on
new appointments. 1.6.8 Suspensions or refunds if found to have been decided on the basis of
inaccurate information, in order to prevent the use of job status to obtain undue rewards.
1.6.9 Organizing the granting of shares in the company, whether it is a new issue or shares purchased by the company.
6.2 Categories of employees to whom this policy applies:
6.2.1 Executive Management: Persons charged with managing the company's
day‐to‐day operations, proposing and implementing strategic decisions,
such as CEO, Chief Financial Officer and directors of all departments, such
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as: CEO, Chief Financial Officer, General Manager of Legal Affairs and
Commitment, General Manager of Marketing and Sales, General
Manager of Operations, and General Manager of Support Services. 6.2.2 Non‐executive management: Non‐executive staff other than those
mentioned in Section 1 of the Ninth Degree and above (employees under
the ninth degree are subject to overtime compensation).
6.3 Thefinancial controls for executive managementbonuses:
6.3.1 The annual bonus of the company's CEO is determined by his contract
or what is decided by the Remuneration Committee, the Board of Directors
or the Chairman of the Board of Directors. 6.3.2 The ceo's annual bonus is calculated after the publication of the
audited financial statements in accordance with thecompany's policy. 6.3.3 The annual bonus of the company's executive management is
calculated in accordance with the policy and mechanism of the annual bonus
approved by thecompany. 6.3.4 Salaries and benefits allocated to executive management are
determined to include (base salary, benefits and allowances) based on the
policy adopted by the company.
6.4 Types ofrewards:
Rewards are divided into three types:
First: Annual Bonuses
1- Eligibility criteria: An employee is deemed eligible for an annual bonus when
he meets the following conditions combined: ‐ A. The degree of performance of the employee and the cleanliness of his
career record of irregularities. B. The minimum employee's calculation in the category of employees
nominated for the annual bonus is to complete at least six months of
continuous service. C. The government's commitment to the right to self‐employment is a
matter of concern to the government.
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D. Not taking irregular leave.
2- How to calculate the annual bonus:
A. Annual bonus is awarded depends on the company's performance. B. During the annual estimated budgets for each business unit, these units
take an annual bonus allocation of 4% of net profit. C. The annual bonus is as recommended by the CEO.
D. The annual bonus is related to the employee's performance and is
distributed according to the following schedule:
The nature of performance Performance ratio distinctive 91% - 100% Very good 81% - 90%good 71% - 80%Acceptable 61% - 70%
3- Consider the following when calculating the annual bonus: A. If the employee is promoted from one degree to a career during the year,
the annual bonus is calculated as a percentage and fit. B. If an employee is promoted from the overtime worker category
(employees from class 1 to 8) to the annual bonus workers category (class
9 and above) during the year, the bonus is calculated in proportion and
proportion. C. New employees who have completed 6 months of service are entitled to
50% of the annual bonus awarded to employees. 4- The annual bonus is awarded after the ceo's approval. 5- These procedures do not apply to employees whose contracts have
determined how to award their annual bonus. 6- The company is entitled to award an annual bonus in kind by awarding shares
of the Incentive Program to amiantit employees. 7- The Chief Executive may exclude some employees who do not meet the
above criteria with reasons for awarding the annual bonus. 8- The company's employee is entitled to a bonus from the executive or non‐
executive management of his membership on the boards of directors of
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subsidiaries or associates inside or outside the Kingdom, in accordance with the policies of those companies.
Second: The occasional reward
The Nominations and Rewards Committee has authorized the Ceo of the company the power to grant an occasional bonus to any employee in accordance with the following regulations:
1- The employee must achieve an exceptional achievement that brings the company to substantial gains, whether material or moral.
2- The Ceo may exclude employees from the staff with an occasional grant with reasons for the occasional reward.
Third: The reward for collecting the receiving of the city's assets
1- The purpose of this reward is to motivate employees to collect the company's receivables — either in the normal or legal way — that the company intends to raise the value of the cash by collecting the receivables.
2- The reward is awarded in accordance with the following criteria: A. The age of the debts. B. The amount collected. C. Collection efforts.
3- Bonus amounts are distributed according to:
Amount collected / Million Riyals The percentage of the bonus of the amount earned %
10 – 50 5 51 – 90 4
91 – 130 3 131 – 170 2
171 And above. 1
4- Each employee (or group of employees) who has received or participated in work either within the legal department or otherwise that may result in the collection of additional amounts other than the principal of the assets owed
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to the company (e.g., the attorney's fees, financing expenses, zakat recovery
paid for the client's holding of the debtor's debt, travel expenses,
accommodation expenses), or a separate claim for the collection of these
amounts, or the provision of funds that the company was supposed to incur
as a result of a lawsuit. This employee (or employees) is entitled to a bonus
as follows:
Amount collected or provided / SR Bonus ratio of amount earned or saved %100,000 – 500,000 10
500,001 – 1,000,000 91,000,001 – 1,500,000 81,500,001 – 2,000,000 72,000,001 – 2,500,000 62,500,001 and above 5
5- The collection bonus is awarded after the ceo's approval.
Article7: Distribution of the company's shares
The company's shares are distributed to its employees of all degrees of
functionality according to the policy prepared for this when establishing the
employees' equity fund
Article 8: Review and Update policy
This policy is subject to periodic review by the Nominations and Remuneration Committee and is approved by the Board of Directors.
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Dec 2020
Dividend policy Amiantit Saudi Arabia Listed Joint Stock Company
Disclaimer: Update this document 36 months before the effective date or when needed.
2
Dec 2020
Setting
Signature Date Role Regulatory Unit Name
Review
Signature Date Regulatory Unit Name
Authentication
Signature Date Regulatory Unit Name
Rely
Signature Date Regulatory Unit Name
3
Dec 2020
Versions page
Release history
Brief Rely Authentication Review Main setting Release number
and date
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Dec 2020
Index
Article 1: Purpose....................................... .................... ... ........... ...... ........... .......... 5
Article 2: Field of Work....... ............................. . ......... ............... . ............... ..... ....... . ...... .. .....
. 5
Article 3: Responsible for politics (owner)..................... ......... . ......... ................... ... ........ .... .
5
Article 4: Document Management................ ................................. .. . . ............. ... .
........................... ....... 5
Article 5: References....................... ................................... ......... ... ........ . ....... . .. ... ..............
6
Article 6: Policy Statement................ ............... .................... .... ...... .. ............ ..... .................
6
Article 7: Access ................................... ............... .................... .... ...... .. ............ .....
................. 8
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Article 1: Purpose
Establish the mechanism for distributing the profits of Amiantit Saudi Arabia to its
shareholders and identify the related tasks and responsibilities.
Article 2: The field of work
2-1 Shareholders of Amiantit Saudi Arabia who are enrolled on the due date of
thedividend.
2-2 The General Assembly of thecompany.
2-3 The board of directors of thecompany.
2-4 (TheDepartment of Finance) .
2-5 (Investor Relations Department) .
Article 3: Policy Officer (Owner)
(TheDepartment of Finance)
Article 4: Document Management
4-1 Responsibility for numbers (TheDepartment of Finance) Responsible for the preparation and formulation of
this policy and coordination with the participating organizational units.
4.2 Responsibility for implementation and follow‐up
(TheDepartment of Finance) Responsible for the implementation of this policy and the
preparation and implementation of subordinate actions, as well as to follow up on the
implementation of other tasks and responsibilities contained in the policy and
implemented by the affected organizationalunits.
4.3 The Secretariat of the Board of Directors of Amiantit Saudi Arabia is responsible
for the implementation of this policy and follow‐up of implementation in relation
to it.
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Article 5: References
5-1 The corporate system issued by Royal Decree No. (M/3) on 28/01/1437 E.
5-2 The corporate governance regulation issued by theCmA.
5-3 The foundation system of Amiantit SaudiArabia.
5-4 Regulations and regulatory procedures issued in accordance with the system of companies for listed joint stock companies issued by the Board of the Capital MarketAuthority.
Article 6: Policy Statement
6-1 The dividend policy must comply with any otherbinding legislative regulations and regulations.
6-2 The recommendations of the Board of Directors of Amiantit Saudi Arabia
regarding the distribution of profits to the company's shareholders are
presented at the General Assembly meeting (on an annual basis) for review and
approval in accordance with the followingregulations: 6-2-1 The decision sets out the due date and the date of distribution and the
dividend stake of shareholders registered in shareholders' records at the
end of the specified day ofmaturity. 6-2-2 10% of net profits are avoided to form the company's regular reserves
and the AGM may decide to stop this stability when the said reserve
reaches 30% of the paid‐up capital. 6-2-3 The General Assembly decides to form other reserves, to the extent
that is in the company's interest or ensures that fixed profits are
distributed as much as possible to shareholders. The Association may
also deduct from the net profits amounts to establish social institutions
for the company's workers or to assist thosewho exist. 6-2-4 The rest will then be distributed to shareholders, representing 5% of
the company's paid‐upcapital. 6-2-5 The rest will then be distributed to shareholders as an additional share
of theprofits. 6-2-6 If dividends are not distributed for any fiscal year, dividends for the
following years may not be distributed until the specified percentage of
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premium shareholders has been paid for this year in accordance with
theregulations. 6-3 In the event that the General Assembly of Amiantit Saudi Arabia decides to
authorize the Board of Directors to distribute interim dividends, the Board of
Directors, if it deems it, to distribute the profits for that year periodically after
meeting the requirements stipulated in the regulations and regulations issued
by the competent authorities, as well as what is stipulated in the company's
statute, includingthefollowing: 6-3-1 The General Assembly shall authorize the Board of Directors to
distribute interim dividends by a resolution renewedannually. 6-3-2 To be a good and regular profitablecompany. 6-3-3 The company has reasonable liquidity and can reasonably predict its
level ofprofitability. 6-3-4 The company should have dividends that are distributable according
to the latest audited financial statements, sufficient to cover the profits
proposed to be distributed, after deducting what was distributed and
charged from those profits after the date of these financialstatements. 6-4 The authority and responsibility of the Board of Directors in this policy shall
be asfollows: 6-4-1 Call for meetings of the General Assembly of the company's
shareholders to approve the annual financial statements, and to submit
its recommendation to distribute profits to shareholders, based on the
performance of the company and what the executive management
hasproposed. 6-4-2 The Board of Directors must implement the General Assembly's
decision regarding the distribution of dividends to the shareholders who are enrolled during the statutory period of maturity of these distributions, which is specified
in the General Assembly resolution, and in accordance with the above‐mentioned regulations
and regulations in paragraph6.1, and paragraph 6.3. 6-4-3 In the event of an adjustment to the previously announced profits, the
Board of Directors shall include an item on the assembly's agenda to
obtain its authorization for this amendment. 6-5 The Department of Finance is responsible for:
6-5-1 Preparing a proposal for the Board of Directors to distribute the profits based on the financial performance of the company, the Chief Financial
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Officer of the company will review it with the CEO of the company, and
then submit it to the Board of Directors for consideration and recommendation to the
General Assembly in accordance with paragraph 6.4.1 of this policy. 6-5-2 Providing cash to be disbursed as dividends toshareholders. 6-5-3 Arrange a profit distribution agreement with banks and financial
authorities to ensure that the company gets the best terms and
specifications, and what achieves shareholdersatisfaction. 6-5-4 The periodic transfer of the amount of distributions approved on the
approved date of the bank distribution account oraccounts. 6-5-5 Manage the account or the main accounts of dividends, from which
the shareholders' accounts aretransferred. 6-5-6 Update the data and accounts of the system's shareholders, send
shareholder data to banks, follow‐up exchange and match the bank
account 6-6 The Department responsible for investor relations is responsible for:
6-6-1 Announcement of the recommendations of the Board of Directors for
the distribution of profits in the Saudi financial market site (Tadawul) in accordance with
the established controls and in coordination with the Secretariat of the Board of
Directors. 6-7 Media authorization controls on quarterly and annualprofits:
6-7-1 All members of the Board of Directors and all employees of the
company shall comply with the disclosure controls approved by the CMA,
which must not be authorized to the media or social media regarding the
distribution of profits to shareholders until after the official
announcement on the Saudi Financial Market (Tadawul) website.
Article 7:Access
The policy shall be effective from the date of its adoption by the General
Assembly,and inform all shareholders in addition to the members of the Board of Directors
and members of the committees of the Board, and published on the company's website,
and the Board takes the necessary amendments to it and adopt any amendment from the
General Assembly.
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Board members training policy Amiantit Saudi Arabia Listed Joint Stock Company
Disclaimer:
Update this document 36 months before the effective date or when needed.
2
Dec 2020
Setting
Signature Date Role Regulatory Unit Name
Review
Signature Date Regulatory Unit Name
Authentication
Signature Date Regulatory Unit Name
Rely
Signature Date Regulatory Unit Name
3
Dec 2020
Versions page
Release history
Brief Rely Authentication Review Main setting Release number
and date
4
Dec 2020
Index
Article 1: Purpose....................................... .................... ... ........... ...... ........... .......... 5
Article 2: Field of work ...... ............................. . ......... ............... . ................ ..... ..... .. .. . ...... ..
.... 5
Article 3: Responsible for politics (owner) .......................... . ...... ...... ................... ... ........ .... .
5
Article 4: Responsibilities............... ................................. .. . . ............. ... . ...........................
....... 5
Article 5: Definitions........ ....... .................................................. .. .............. . ........ . ........... .. 5
Article 6: Basic assumptions. ................................... ......... ... ............... . .. ... .... . .......... 5
Article 7:References.......................... ................. .................... .... .................. ..... ................. 6
Article 8: Policy Statement................... ........ ... .. ................................... .. .......... .. ....... . ..
........ .. 6
Article 9: Auxiliary Procedures........ .................. .... . ......................... . ....... . .......... .. .......... ..
8
Article 10: Access.............................. .. ..... ...... ..................... . ................ ..... ................... 8
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Article 1: Purpose
This policy aims to define the rules governing the training and qualification of board members and to develop the necessaryprograms.
Article 2: The field of work
This policy applies to board members and members of affiliated committees.
Article 3: Policy Officer (Owner)
Board of Directors of Amiantit Saudi Arabia
Article 4: Responsibilities
4.1 The Nominations and Rewards Committee is responsible for preparing and
reviewing this policy and ensuring that the members of the Board and its
committees are informed ofit.
4.2 The Board's Secretariat is responsible for ensuring that all members and
committees are informed.
Article 5: Definitions
The terms and phrases in this policy mean the meanings described in the corporate system, the corporate governance regulations and the company's statute.
Article 6: Basic assumptions
The main objective of this policy is to establish the necessary standards and procedures in accordance with the statutory requirements to evaluate the work of the Board of Directors and its committees asa single working group. This policy is therefore not aimed at individually assessing the performance of councilmembers.
The criteria included in this policy ensure a minimum performance assessment and the resident can add other relevant criteria as needed.
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Article 7: References
7.1 The corporate system issued by the Ministry of Trade andInvestment.
7.2 The corporate governance regulation issued by theCmA.
7.3 The company's basesystem.
7.4 Company Governance Regulations.
Article 8: Policy Statement
The Board of Directors seeks to develop its performance and train its members and committees to keep up with the latest trends in corporate governance through the policy of training members of the Board of Directors and its committees,which explains how to implement this.
8.1 Generalprinciples:
According to article 39of the CMA's Corporate Governance Regulations, the company should pay adequate attention to the training and qualification of board members and e‐committees, and develop the necessary programs for this.
8.2 Councilmembers developmentplan: A. The individual development plan of board membersis based on: B. The results of the independent study to evaluate theBoard. C. Notes and input suppallings and entries of councilmembers. D. The president's views anddirectives.
8.3 The themes of the personal development plan of the members of theBoard:
The plan is based on three main themes that support the individual development needs of each member and the general needs of all council members to ensure that they are provided with the information and studies supporting them in decision‐making,namely:
A. Developing abilities andskills.
B. Developing professionalpractices.
C. Developing knowledge andinformation.
8.4 Develop abilities andskills:
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8.4.1 Introductory program: Preparing an introductory program for the newly appointed members of the Board to introduce the company and its strategy and financial and operational aspects of its activities, in addition toclarifying the obligations to the members of the Board of Directors
and their tasks, responsibilities and rights, the tasks of the company committees and their terms of reference, and the regulations of work, regulationsand policies of the company related to the work of theBoard.
8.4.2 Specialized training courses: Based on the results of the study of the performance of the board and the input of the members and the guidance of the Chairman of the Board of Directors, the training needs of each member are determinedthrough the nominations and remuneration committee and in coordination with the Secretariat of the Board of Directors and the department of human resources in the company (when needed) to determine theannual training options for each memberand approved by the Chairman of the Board of Directors.
8.4.3 Electronic training courses: In the event that the training plan of the board member requires some electronic courses, the security of the Board of Directors is coordinated with the department of human resources in order to provide subscriptions to electronic training courses from international centers and give the members of the Board the authority to benefit from them in accordance with their training needs in accordance with their time and schedules.
8.4.4 Development of professional practices: The secretariat of the Board of Directors coordinates with the department of human resources in order to provide a list of training programs, conferences and international events related to the work of the Board to choose an annual participation for each member in accordance with the responsibilities assigned to it and the requirements of its development based on the training plan adopted from it, for example:
The capital market authority's trainingprograms.
Institute of Board Members Institute (BDI) programs
8.4.5 Knowledge and information development: The secretariat of the Board of Directors shares the sources of the summaries of specialized books in leadership, management and business, reports the role of expertise and
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market research in the fields of the company's work, and provide son of board members according to the tasks and responsibilities assignedtoit.
8.5 Generalprovisions:
8.5.1 The development plan of the board members is reviewed by the Chairman of the Board and translated into a program of work that is constantly reviewed and developed according to therequirements.
8.5.2 An annual training budget is approved for boardmembers.
Article 9: Auxiliary Actions
Develop the procedures for evaluating the performance of the Board of Directors.
Article 10:Enforcement
The policy shall take effect from the date of its adoption by the Board of Directors,
and inform all members of the Board of Directors and members of the committees
of the Board, and the board shall take the necessary amendments to it.
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List of remuneration and nominations committee Amiantit Saudi Arabia Listed Joint Stock Company
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Index
Article 1: Purpose........................................... ..................... .............. ...... ........... .......... 3
Article 2: The formation of the committee................................... . ....... ......................
................ ..... ....... . ...... .. ..... . 3
Article 3: The terms of reference of the committee and its functions.......................... . ..... ......
.............. ............. ... ........ .... . 4
First:Rewards for board members and senior executives............................... .................... ...........
......... 4
ThaNia:Nominations of board members and committees that emanate from the Board of
Directors and executive management functions........................ .............. .... ... ................. ......
......... 5
Third: Corporategovernance.......................... ... ............ .......... ......... . ............ . .. .................... ......
.. ... ........ 5
Article 4:The rules of the work of the committee....................................... .. ........... .. .. .. ...........
. ........ . . ....... .......... .. 6
First: the terms of reference of the chairman of the committee and the secretary of
thesecretary......................... ....... ................................ . . ........ ... .... 6
Secondly: the duties of the committeemember........................ ................. ................... .
............................... . .. ...... 7
Third: Committee meetings......................................... . .............. . ....................... . .......... ...
............... . ....... .. 8
Fourth: Documenting the committeemeetings.................................... .. ............. . .................. ...
............ . ........ .. 9
Article 5: The confidentiality of the work of thecommittee................................... ........
................................ . .. ... ......... 10
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Article 6: Review the list ............... ..................... ...... .......................... .. ..................... ... 10
Article 7:General provisions................ ......................... ..... ......................................... .. ..........
.. 11
Article 8: Access................ .. .................... .. ............ ........ ............................ ..... ...................
11
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Article 1: Purpose
This regulation aims to organize the work of the Committee of Rewards and
Nominations by defining its tasks and powers, in additionto thecontrols and
procedures of its work,therules of selection of its members, and how to nominate
them, in light ofthe rules governing thenominations committees and awards in the listed
joint stock companies and stipulated in the corporate system, and the regulations and
regulatory procedures issued in accordance with the system of companies of listed joint
stock companies, and the regulation of corporate governance issued by the Financial
Market Authority.
Article 2: The formation of the Committee
2.1 The Remuneration and Nominations Committee is formed by a decision of
three to five non‐executive board members, including at least one
independent board member, andmay be employed asnon‐executive members or
non‐members ofthe Board ofDirectors, whether they are shareholders or others. 2.2 The Board of Directors shall choose from among the members of the
Committee as its chairman, provided that it is an independent member, and
the chairman of the board may not serve as chairman of thecommittee. 2.3 If the status of a member of the committee is vacant in one of the previous
cases or others during the term of membership,the Board shall appointa
memberof the vacant position. 2.4 The duration of the members of the Committee:
The term of membership begins from the date of appointment of the member
to the Remuneration and Nominations Committee and ends only in one of the
followingcases: 2.4.1. The end of the board of directorssession. 2.4.2. The member requested theend of his membership by
submitting a written request to the Chairman of the Council for
consideration with thechairman's notice. 2.4.3. The member has lost any of the conditions to be met on the
Board of Directors. 2.4.4. He has a disease or disability that prevents him from performing
his duties on the committee.
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2.4.5. A final conviction for an act of honour, honesty or forgery in
Saudi Arabia or any other country. 2.4.6. A decision by the Board of Directors to exempt him from the committee
for any of the following reasons: 2.4.6.1 Violating his responsibilities, duties and duties, which will
cause harm to the interest of thecompany. 2.4.6.2 He missed three consecutive meetings in one year
without a legitimate excuse. 2.4.6.3 Other than the above, the reasons considered by the Board
of Directors.
Article 3: The commission's terms of reference and functions
The Rewards and NominationsCommittee is competent in all the terms of referenceassigned
to it in this list, and the committee reports to the Board of Directors and maintains
direct channels of communication with it, andthe terms of reference of the Committee shall be in
line withtherelevant regulations and regulations as follows:
3.1 First: Bonuses for board members and senior executives:
3.1.1 To prepare a clear policy for the remuneration of the members
of the Board of Directors and committees arising fromthe Council and the
executive management, and submit them to theBoard for
consideration in preparation for approval by the General Assembly, to
take into account the following standards related to performance,
disclosure and verification of their implementation. 3.1.2 To clarify the relationship between the bonuses granted and the
applicable remuneration policy, and to indicate any fundamental
deviation from thispolicy. 3.1.3 Periodic review of the remuneration policy and assess ing its
effectiveness in achieving its objectives. 3.1.4 Review the data related to the benefits and compensation
sought for similar jobs for senior market implementers and evaluate
the competitive position of the company in thisregard. 3.1.5 Recommending to the Board of Directors the rewards of itsboard
membersand committees and senior executives in accordance with the policy adopted
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3.2 Second: Nominations of board members, committees of the Board of
Directors and executive management functions
3.2.1 Propose clear policies and criteria for membership in the Board
of Directors and committees of the Board of Directors and executive
management. 3.2.2 Recommend to the Board of Directors to nominate and re‐
nominate members in accordance with the policies and standards
adopted, taking into account that no one who has been convicted of a
crime against the secretariat has beennominated. 3.2.3 Prepare a description of the abilities and qualifications required
for board membership and executive managementpositions. 3.2.4 Determine the time that the member must allocate to the work
of the Board ofDirectors. 3.2.5 Annual review of the necessary skills or expertise needs for
board membership, board committees and executive management
functions. 3.2.6 Review the structure of the Board of Directors and committees
of the Board of Directors and executive management and make
recommendations regarding the changes that can bemade. 3.2.7 Annual verification of the independence of independent
members, and no conflict of interest if the member is a member of the
board of directors of anothercompany. 3.2.8 Prepare a job description of executives, non‐executive
members, independent members and seniorexecutives. 3.2.9 Prepare special procedures in the event of the vacancy of the
position of a member of the Board of Directors or seniorexecutives. 3.2.10 Identify weaknesses and strengths in the Board of Directors, and
propose solutions to address them in accordance with thecompany's
interests. 3.2.11 To assess the effectiveness and quality of human capital
programs targeting company executives, including succession
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programs for tier 1 and II incumbents and candidates for those
platforms.
3.3 Third: Corporate Governance
3.3.1 Supervising the development of a clear governance strategy
commensurate with the nature and size of the company's activities,
and verifying its implementation, review and updating based on the
company's internal and external variables. 3.3.2 Review documents related to corporate governance, and
ensure that there are tools and methods of governance organized and
tocommunicate between the Board of Directors and its committees on
the one hand and the executive management on the other. 3.3.3 Review the rules of professional conduct that represent the
values of the company and its development, and other internal policies
and procedures to meet the needs of the company and conform to
best practices, and raise the Board of Directors for accreditation. 3.3.4 Evaluating human resources programs including talent
recruitment and conservation programs, performance management
programs, succession plans, incentive programs and comprehensive rewards,
and diversification programs to enrich cumulative experience to enable the company
to improve the culture of institutional performance at the macro level. 3.3.5 Ensure that Amiantit Saudi Arabia'svalues are adopted andadhered
to by the company's employees in their practices and behaviors. 3.3.6 Ensure that there are appropriate mechanisms of action to measure the
company's values and the quality of those mechanisms in assessing the
commitment of employees to the company's values on the ground.
Article 4:Committee's work controls
4.1 First: The terms of reference of the Chairman of the Committee and the
Secretary‐General
4.1.1 Chairman of the Committee:
The Chairman of the Committee shall take on the following tasks:
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4.1.1.1. Inviting the committee to convene with the time, date and place
of the meeting, after coordinating with the members of the committee. 4.1.1.2. Managing the committee's meetings and working to enhance its
effectiveness 4.1.1.3. Prepare the agenda taking into account the topics that a member
of the committee wishes to include. 4.1.1.4. Ensure that there is sufficient time to discuss the agenda items
of the committeemeeting. 4.1.1.5. Promoting the active participation of members in the
committee's meetings by examining and discussing the topics on the
agenda of its meetings, and expressing their views in a way that contributes
to the achievement of the committee's objectives. 4.1.1.6. Preparing periodic reports on the activities of the committee and
submitting its recommendations and the work of the Board of Directors. 4.1.1.7. Follow‐up the implementation of the decisions issued by
thecommittee. 4.1.1.8. Representing the Committee before the General Assembly and
the Board of Directors.
4.1.2 Secretary‐General of the Committee:
The Secretariat of the Board of Directors is responsible for the secretariat of the
Committee, and the Committee can appoint a trustee to have the scientific
qualification and practical experience that will enable it to carry out its tasks,
namely: 4.1.2.1 Coordinating the committee meetings and developing a
proposal for its agenda in coordination with the chairman of the committee. 4.1.2.2 Inform the members of the committee of the dates of the
meetings and provide them with their agenda and the necessary
documents to studythe terms of thecommittee meeting. 4.1.2.3 Attending and documenting the committee's meetings and
preparing its minutes and keeping them in a special register. 4.1.2.4 Keeping documents, records and reports submitted to or issued
by the Committee.
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4.1.2.5 To carry out all administrative work of the Committee and to
perform all other tasks that can be assigned to him from time to time
by the Committee. 4.1.2.6 The obligation to maintain the company's secrets and to refrain
from any activity that may be contrary to the company's interest.
4.2 Second:The duties of the committee member
4.2.1 To abide by the provisions of the company system, the financial
market system, its executive regulations, the relevant regulations and
the company's basic regulations when exercising its duties,and refrain
from doing or participating in any work that would harm the interests of the
company. 4.2.2 A.Be aware of the Commission's tasks and responsibilities, and should
devote sufficient time to its role in its investigation. 4.2.3 Carrying out his duties away from any external influence, both inside
and outside the company, and must not present his personal interests
to the interests of the company. 4.2.4 Do not accept gifts from anyone who has dealings with the company. 4.2.5 Preparing meetings and committing to attend them and not to be absent
from them except for objective reasons notified by the chairman of the committee
in advance, andaccepted by the committee. 4.2.6 Active participation in committee meetings by examining and
discussing the topics on the agenda of its meetings. 4.2.7 Work to enhance knowledge of organizational developments in areas
and topics related to the commission's tasks and responsibilities.
4.3 Third: Committee meetings
4.3.1 Call for ameeting:
4.3.1.1 The Committee meets once every six months, at the
invitation of its Chairman, and the Chairman may invite it to meet in
exceptional cases if needed. 4.3.1.2 The Committee may hold its meetings electronically or
through modern technology. 4.3.1.3 Meeting invitations should be sent to each committee
member at least five days prior to the date of the meeting, with
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the invitation indicating the time, date, meeting location, agenda,
and documents to be discussed at the meeting. 4.3.1.4 The committee holds its meetings in the maincenter of the
company,and may meet outside the main center. 4.3.1.5 The member of the committee should be present through
the use of one of the means of communication after the
committee'sapproval. 4.3.1.6 No member of the Board of Directors or executive
management other than members of the Committee may attend its
meetings except at the invitation of the Committee to hear his
opinion or receive his advice.
4.3.2 Quorum and voting:
4.3.2.1 The validity of the committee meeting requires the presence of a
majority of its members and the decisions of the committee are
issued by a majority of the votes of the members present,and when
thevotes are equal, the party with which the president of the
meetingvoted is weighted. 4.3.2.2 A committee member may appoint another member to
attend or vote on the committee meeting on his behalf at meetings. 4.3.2.3 The Committee may issue its decisions in a manner that
is presented to the members of the dispersed, and then the approval
of all members of the Committee on such decisions in writing, which are
valid if signed by all members, shall be submitted to the
Committee at or subsequent meeting to be substantiated in the
minutes of the meeting.
4.4 Fourth: Twomeetings of the committee:
4.4.1 The Secretary of the Committeewill count the minutes of
documenting the committee's meetings, to include: 4.4.1.1 The venue, date, start and end of the meeting.
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4.4.1.2 Names of members present and not present, with the
names of those invited to the meeting who are not members of the
Committee. 4.4.1.3 The deliberations and decisions of the Committee with
the results of the vote and the reasons for the objections, if any. 4.4.1.4 Identify who is responsible for implementing the
decisions taken, determine the time for their launch, and the
mechanism for follow‐up. 4.4.2 The Secretary of the Committee will send the draft minutes of
the meeting to the members of the committee, and the members of the
committee shall noticethecharges on the draft minutes, if any, within a
maximum (5) calendar days from the date of the transmission referred
to. 4.4.3 The committee member has the right to object to any decision
taken by the Committee to prove his objection expressly in the minutes of the
meeting with the reasons for his objection, and his absence from attending
the meeting in which the decision is issued is not considered a reason for
exemption from liability unless it is established that he or she is not able to
object to the decision immediately after learning of it. 4.4.4 After processing the observations of the members of the
Committee on the draft minutes, and after the approval of the chairman
of the meeting, the Secretary of the Committee sends the draft after the
amendment to the members of the committee in preparation for its adoption at the
next meeting of the Committee, and the minutes are officially considered
once it is signed by all the members present and the Secretary of the Committee. 4.4.5 The minutes of the meeting shall be kept with the agenda of the meeting
and all the documents accompanying it in the register of the Committee's chairman and
secretary. 4.4.6 The Committee follows up on the results of the implementation
of its resolutions and any other topics discussed at previous meetings. 4.4.7 The Chairman of the Committee submits the recommendations
and the findings of the Board of Directors atthe first meeting of the Board
following the meeting of theCommittee.
Article 5: Confidentiality of the committee's work
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The committee member must have an obligation to maintain the confidentiality of
the information that has been made available to him, and the documents he has accessed,
and may not in any way , even in the event of the expiry of his membership, disclose it
to any individual or entity not authorized by the Board of Directors, or use any of this
information for the personal benefit of him, a relative or another,and the company
has the right to claim compensation in the event of a breach of this article, as provided to
the Secretary of the Committee.
Article 6:Review the Regulations
The regulation is subject to periodic review for the purpose of developing and
updating it in accordance with the relevant regulations and regulations andin
accordance with theboard's opinion, andmay not be amended except on the
recommendation of the Board of Directors, to be submitted to the General Assembly for
approval.
Article 7:General Provisions
7.1 This regulation eliminates and replaces any conflicting procedures, decisions
or regulations of thecompany. 7.2 All that is not mentioned in this regulation applies the Saudi corporate
regulations, the corporate governance regulations issued by the Capital Market
Authority and the company's statute and the decisions issued by the competent
authorities in this regard.
Article 8:Access
The regulation will take effect from the date of its approval by the General
Assembly, and its validity will continue with any subsequent formation of the Committee or the end
of its session, to be reviewed to recommend its ratification or update with each formation of the
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Committee during the second meeting of members and replace suppositin regulations
approved by the General Assembly on 28/04/2020.
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Board Performance Assessment Policy Amiantit Saudi Arabia Listed Joint Stock Company
Disclaimer:
Update this document 36 months before the effective date or when needed.
2
Dec 2020
Setting
Signature Date Role Regulatory Unit Name
Review
Signature Date Regulatory Unit Name
Authentication
Signature Date Regulatory Unit Name
Rely
Signature Date Regulatory Unit Name
3
Dec 2020
Versions page
Release history
Brief Rely Authentication Review Main setting Release number
and date
4
Dec 2020
Index
Article 1: Purpose....................................... .... .................... ... ........... ...... ........... ...... 5
Article 2: Field of work ...... ............................. . ......... ............... . ................ ..... ..... .. .. . ...... ..
.... 5
Article 3: Responsible for politics (owner) .......................... . ...... ...... ................... ... ........ .... .
5
Article 4: Responsibilities............... ................................. .. . . ............. ... . ...........................
....... 5
Article 5: Definitions........ ....... .................................................. .. .............. . ........ . ........... .. 5
Article 6: Basic assumptions. ................................... ......... ... ............... . .. ... .... . .......... 5
Article 7:References.......................... ................. .................... .... .................. ..... ................. 6
Article 8: Policy Statement................... ........ ... .. ................................... .. .......... .. ....... . ..
........ .. 6
Article 9: Auxiliary Procedures........ .................. .... . ......................... . ....... . .......... .. .......... ..
9
Article 10: Access.............................. .. ..... ...... ..................... . ................ ..... ................... 9
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Article 1: Purpose
This policy aims to determine the rules of work and the controls on evaluating the performance of the Board of Directors and its committees in order to follow up and develop the performance of the Board and its committees to carry out its functions in the bestway.
Article 2: The field of work
This policy applies to the Board of Directors andto the committees of the Board.
Article 3: Policy Officer (Owner)
Board of Directors of Amiantit Saudi Arabia
Article 4: Responsibilities
4.1 The Nominations and Rewards Committee is responsible for preparing and
reviewing this policy and ensuring that the members of the Board and its
committees are informed ofit.
4.2 The Board's Secretariat is responsible for ensuring that all members and
committees are informed.
Article 5: Definitions
The terms and phrases in this policy mean the meanings described in the corporate system, the corporate governance regulations and the company's statute.
Article 6: Basic assumptions
The main objective of this policy is to establish the necessary standards and procedures in accordance with the statutory requirements to evaluate the work of the Board of Directors and its committees asa single working group. This policy is therefore not aimed at individually assessing the performance of councilmembers.
The criteria included in this policy ensure a minimum performance assessment and the resident can add other relevant criteria as needed.
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Article 7: References
7.1 The corporate system issued by the Ministry of Trade andInvestment.
7.2 The corporate governance regulation issued by theCmA.
7.3 The company's basesystem.
7.4 Company Governance Regulations.
Article 8: Policy Statement
8.1 year 8.1.1 The performance of the Company's Board of Directors is assessed
periodically (it is preferable to be evaluated by a third party ‐ external
consultant ‐ as the best practices in place). 8.1.2 The Nominations and Remuneration Committee proposes evaluation
models and procedures, and submits the proposal to the Board for approval.
8.1.3 The Nominations and Remuneration Committee proposes the third party to make the external assessment, and submits the proposal to the Board for approval.
8.2 Evaluation framework
The board's performance assessment includes:
8.2.1 Assess the availability of governance application requirements:
A. Structure and composition of the Board of Directors: This evaluation is concerned with analysing the structure of the company's board of directors, the number of its members, the composition of its sub‐committees in terms of number, type and suitability with the work and activities of thecompany, evaluating the remuneration mechanism, and comparing this with global and regional standards taking into account the nature of local factors, challenges and risks.
B. The working regulations of the Board of Directors and its committees: approved working regulations must be available to the Board and its
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committees, in addition to the appropriate mechanisms for following up on the decisions of the Board and committees.
C. Communication mechanisms: The need for clear mechanisms to enable the Board of Directors to communicate with internal and external bodies and board members among themselves.
D. Merit: A matrix of the merits required to be available in the members and committees of the Council.
E. Annual Agenda: An annual plan and agenda for the Board of Directors and its committees, covering the dates and venues of the meetings and the topics to be discussed.
F. Management of board meetings: Clear mechanisms for the Board and its committees to enable them to hold regular and effective meetings (in accordance with the annual plan and agenda) with precisely defined decisions, delegation of powers and a follow‐up mechanism for decisions to obtain the necessary authorization on implementation.
G. Commitment: All requirements to enable the Board of Directors to perform its work must be consistent with relevant external and internal regulations.
H. Policies and procedures: All policies and procedures for the Governing Council and its committees must be approved and available to all members.
8.2.2 Evaluating the actual performance of the Board
This section focuses on the evaluation of the actions and decisions taken by the Board and its committees, and the impact of those decisions on the overall performance of the company, and this part of the evaluation process includes:
A. The role of the Board of Directors: the board's oversight, guidance, supervision and training functions, as well as the degree of independence of the Board from executive management, and the role played by the Board in dealing with conflict of interest issues.
B. The company's vision, strategy and objectives: to determine the level of participation of the Board and its committees in developing the company's vision, strategy and long‐term objectives.
C. Performance indicators of the Board and its committees: verifying the presence of key performance indicators at the level of the Board and its committees.
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D. Delegation of powers: Developing and adopting a policy to manage the devolution of powers and adopting the matrix of administrative and financial powers and its impact on the performance of the company.
E. Decision‐making: Assessing the decision‐making process and voting mechanism by the Board of Directors and its committees in terms of quality, timing and impact of those decisions on the company's performance.
F. Follow‐up on the implementation of the decisions of the Board and its committees: evaluation of the methodology and procedures for follow‐up the implementation of the decisions of the Board of Directors and its committees.
G. Risk Management: A clear vision of risk management and evaluation of the Board's involvement in developing mechanisms to protect the company from risk.
H. Ethics: Assess ing and communicating the required standards of work ethics and professional conduct to all.
I. General Assembly reports: an inventory of topics that require them to be submitted to the General Assembly for approval, or for briefing.
J. Board Relations: Review board relationships with third parties to see opportunities to develop them for the better.
K. Board resources: Having the sufficient resources and resources that the Board and its committees need to perform their functions. In addition to the efficiency of the secretariat of the Board of Directors,and the efficiency of thesecretaries of the board and committees.
8.2.3 Board of Directors assessment report and its committees
A. The Board Of Directors's Secretariat will follow up on the release of the report on the performance evaluation of the Board of Directors and its committees.
B. The designated external resident (if any) or the Nominations and Remuneration Committee shall issue a comprehensive report on the board's performance during the duration of the Board'ssession.
C. The performance evaluation report (to name but a few)includes:
The scope of the assessment andassumptions.
Determining the methodology ofevaluation.
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The results of theevaluation.
Residentrecommendations.
D. The resident submits the final report to the Chairman of the Board of Directors and the Chairman of the Nominations and Remuneration Committee for discussion, submitting their recommendations to the Board of Directors with a request to schedule a special meeting with the Board for the purpose of presentingthe report.
E. The Board's performance evaluation report and committees are confidential and its review is limited to the Chairman and members of the Board of Directors and to those who are aware of it.
Article 9: Auxiliary Actions
Develop the procedures for evaluating the performance of the Board of Directors.
Article 10:Enforcement
The policy shall take effect from the date of its adoption by the Board of Directors,
and inform all members of the Board of Directors and members of the committees
of the Board, and publish on the company's website, and the board will take the
necessary amendments to it.
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Conflict of interest policy Amiantit Saudi Arabia Listed Joint Stock Company
Disclaimer: This document is updated 36 (36) months before the effective date or when needed.
2
Dec 2020
Setting
Signature Date Role Regulatory Unit Name
Review
Signature Date Regulatory Unit Name
Authentication
Signature Date Regulatory Unit Name
Rely
Signature Date Regulatory Unit Name
3
Dec 2020
Versions page
Release history
Brief Rely Authentication Review Setting Release number
and date
4
Dec 2020
Index
Article 1: Purpose....................................... .................... ... ........... ...... ........... .......... 5
Article 2: Field of Work....... ............................. . ......... ............... . ............... ..... ....... . ...... .. .....
. 5
Article 3: Responsible for politics (owner) ................... ................ ................... ... ........ .... . 6
TheFourth Pain: Responsibilities............... ................................. .. . . ............. ... .
........................... ....... 6
Article 5: Definitions....... ..... .. . .................................................. .. .............. . ........ . ........... ..
7
Article 6: Basic assumptions... ................................... ......... ... ............... . .. ... .............. 8
Article 7: References........................... ................. .................... .... .................. ..... .................
8
Article 8: Policy Statement............ .................... .. ................................... .. .......... .. ....... .........
.. 9
Article 9: Auxiliary Procedures............ ................................. ................. . .......... .. .......... .. 21
Article 10: Access...... ...................... ........ .. ..... ...... ....................... ............. ..... ...................
22
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Article 1: Purpose
Establish controls and provisions that apply to conflicts of interest and the mechanism of disclosure by board members, executives and employees of the company when dealing with the company or other stakeholders, as well as address ing conflicts that can occur when dealing with suppliers and contractors (owners, executives) with the aim of avoiding any conflicts of interest of any kind that may affect the
basis of decision‐making, preserve the company's rights and interests and maintain a sound working environment that achieves the highest standards of transparency and integrity.
Article 2: The field of work
This policy applies to related parties:
A. Major shareholders in the company
B. Members of the Board of Directors of the company and members of the pop‐up committees or any of its subsidiaries and their relatives.
C. Senior executives of the company or any of its subsidiaries and relatives.
D. Members of the Board of Directors and senior executives of the company's major shareholders.
E. Establishments ‐ non‐companies ‐ owned by a board member or a senior executive or their relatives.
F. Companies in which any board member, senior executive sits or their relatives are partners.
G. Companies where any board member, senior executive sits on board or senior executives.
H. Candidates for the Board of Directors of the company.
I. Company employees and relatives.
J. Suppliers, contractors, contractors and those in their judgment.
K. Independent external auditors.
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Article 3: ThePolicy Officer (Owner)
Board of Directors of Amiantit Saudi Arabia
Article 4: Touching and nights
4-1 The Board of Directors is responsible for preparing and reviewing this policy and ensuring that the board members of Amiantit Saudi Arabia are informed of this policy.
4-1 The Board Secretariat is responsible for supporting and supporting the Board of Directors to issue and update this policy.
4-2 The relevant parties are obliged to disclose and sign the disclosure form at the time of qualification, and to update the disclosure form when there are any updates requiring redisclosure and signature.
4-3 (ProcurementDepartment) Responsible for the implementation of this policy for suppliers/contractors.
4-4 (Human ResourcesDepartment) Responsible for implementing this policy in relation to employees and contractors, and ensuring that there is no conflict of interest with the owners and executives of the companies invited in the same project.
4-5 (Human ResourcesDepartment) Responsible for the application of this policy for new employees and contractors or when renewing their contracts.
4-6 (GeneralDepartment of Legal Affairs and Commitment) The committee sought to
establish a new government that would allow the government to take action to ensure that the government's decision sought to ensure that the government's decision sought to ensure that the government's decision sought to ensure that the government's decision sought to ensure that the government was able to implement the recommendations.
4-7 The Internal Audit Unit is responsible for the study of the internal control system and the issuance of written reports containing recommendations on its audits of the company's work and what it sees as conflicts of interest from board members/committee members and senior executives.
Article 5: Definitions
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The following words and phrases in this policy in the company indicate the meanings described in front of it unless the context is otherwise stated, and the definitions provided by the CMA's Corporate Governance Regulation sought to be the primary reference for all relevant definitions:
A. Conflict of interest: Is the situation or situation in which the neutrality of the performance or decision of the board members, members of its committees, executive management or other employees of the company is affected when dealing with the company or other stakeholders and the relevant party has a direct or indirect
interest in this transaction. B. Stakeholders: Everyone has an interest with the company, such as
employees, creditors, customers, suppliers, and the community. C. Company: Amiantit Saudi Arabia and its subsidiaries, associates,
subsidiaries and sister, all of which are managed by Amiantit Saudi Arabia. D. Executive management or senior executives: People responsible for
managing the company's day‐to‐day operations and proposing and implementing strategic decisions such as CEO and CFO.
E. Employees: All employees of Amiantit Saudi Arabia and its subsidiary, subsidiary, subsidiary and sister companies, all of which are managed by Amiantit Saudi Arabia.
F. Contractors: All those with whom the company contracts to carry out a specific work for a limited period or to supply goods or provide services.
G. Suppliers and contractors: Any natural or legal person who contracts directly with the company to provide the company's services or products, whether it is a natural person or origin, private sector company, public or business.
H. Relatives or kinship: When thewords of relatives/relatives are mentioned in this document, they are meant to:
1. Parents, grandparents and grandmothers are alright.
2. The kids, their kids, and if they come down.
3. brothers, sisters, or a father or a mother and their children.
4. Husbands and wives.
Article 6: Basic assumptions
6-1 Those to whom this policy applies are supposed to carry out institutional work and adhere to the values of justice, integrity and responsibility, to stay away
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from hostile, hateful and narrow relationships and to disrupt the interests of persons or institutions because of past enmities, hatred, hatred, racism or for any reason.
6-2 To emphasize to those who apply this policy to avoid situations that lead to conflicts of interest with the interests of the company and to deal with it in accordance with the provisions of the corporate system and its executive regulations and this policy.
6-3 Those to whom this policy applies must always disclose cases that may lead to or when such a conflict occurs.
6-4 This policy is an integral part of the documents linking the company to employees, whether they are documents ofappointment decisions, employment contracts, contractcontracts, supply contracts, service contracts, etc.
Article 7: References
7-1 The corporate system issued by Royal Decree No. 3 dated 28/01/1437 H.
7-2 Corporate Governance Regulations.
7-3 Regulatory regulations and procedures issued in accordance with the system of companies of listed joint stock companies.
7-4 The foundation system of the company.
7-5 The Governance Regulations of Amiantit Saudi Arabia.
7-6 The list of the work of the Nominations and Rewards Committee.
7-7 Board of Directors nomination policy.
Article 8: Policy Statement
8-1 Introduction:
Board members, committee members, executive management or employees when dealing with the company or other stakeholders are expected to work and
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devote their efforts to thecompany in accordance with its mission, and they should not allow outside activities, external personal gain or any interests that overlap or interfere with these Responsibilities and disclosure of conflicts of interest from the principle of transparency and distance from personal interests, where those who apply this policy must avoid all situations that may detract or appear to detract from the credibility, interests and reputation of the company because of their personal or financial interests or affiliation with others outside the company.
8-2 Dealing with conflicts of interest and the transactions of related parties:
Taking into account the provisions and regulations of the corporate system, conflicts of interest and the transactions or dealings of the relevant parties are dealt with in accordance with the provisions of this policy.
8-3 Disclosure of the candidate for the board of directors of the company about the conflict of interest:
Those wishing to be nominated for membership of the Board of Directors must disclose any conflicts of interest to the Board and the General Assembly, in accordance with the procedures established by the CMA, including:
A. Having a direct or indirect interest in the business and contracts that are made for the company that wishes to be nominated to its board of directors.
B. Participating in a business that would compete with the company, or compete in one of the branches of the activity.
8-4 Company competition:
If a board member wishes to participate in a business that would compete with the company, or compete in one of the branches of your activity, you should consider:
A. Inform the Board of Directors of the competitive actions itwishes to do and prove it in the minutes of the Board of Directors meeting.
B. The member of the stakeholder does not participate in the vote on the decision issued in this regard in the Board of Directors and shareholders' associations.
C. The Chairman of the Board of Directors shall inform the General Assembly
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when it convenes the competing actions of the Board member.
D. Obtaining a license from the Company's General Assembly allows the member to engage in competing business, to be renewed annually.
8-5 The concept of competition business
The concept of participating in any business that would compete with the company or its competitor in one of the branches of the activity is included in the following:
A. The establishment of a board member of an individual company or institution or owned by an influential proportion of shares or shares in another company or establishment, engaging in an activity of the type of activity of the company or in its group.
B. Accept membership of a competing company or company or group, or take over the management of a competing individual enterprise or company in any form.
C. The member's acquisition of a commercial agency or in its judgment is apparent or hidden to a company or other company competing with the company or its group.
8-6 Identify conflicts of interest:
Conflicts of interest include but are not limited to:
8-6-1 There is a potential interest of the board member in some decisions that are voted on by the Board or the Assembly.
8-6-2 There is a potential interest of the disclosure in cases that are disclosed by the operations and contracts of the companies.
8-6-3 In evaluating the remuneration and allowances of board members.
8-6-4 In providing loans and guarantees to members of the Board of Directors.
8-6-5 To exploit the company's investment opportunities, information and assets.
8-6-6 Engage in business that will compete with the company.
8-6-7 In accepting gifts from any party that has dealings with the company.
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8-6-8 In conflict with the duties of a member of the board of directors of two competing companies.
8-6-9 A potential interest in the work of executives and other employees and employees of the company.
8-6-10 Recruitment or transfer of relatives and direct association between the president and the subordinate.
8-7 Disclosure of conflicts of interest:
All those who apply for this policy are obliged to disclose annually or when there are conflicts of interest in accordance with the procedures followed, and in all cases required.
The obligations of those to whom this policy applies are:
8-7-1 Members of the Board of Directors and members of its committees:
8-7-1-1 Each board member and members of his committees must exercise their duties honestly and fairly, present the company's interests to their own interests, and not use their position to achieve special interests.
8-7-1-2 Unless a member of the Board of Directors/member of his committees has a license from the General Assembly renewed every year, he may not have a direct or indirect interest in the business and contracts made on behalf of the company.
8-7-1-3 The board member should avoid conflicts of interest, inform the Board of conflicts that may affect its impartiality when considering the issues before the Board, and the Board of Directors should not involve that member in the deliberations, and not count his vote in voting on these topics at board meetings and shareholders' associations.
8-7-1-4 The board member must maintain the confidentiality of the information related to the company and its activities and not disclose it to any person, and may not disclose in other meetings of the General Assembly the company's secrets and may not exploit what he knows of, by virtue of his membership, in order to achieve the interests of him, his or her relatives or
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others, otherwise he must be isolated and claimed compensation.
8-7-1-5 The board member/member of his committees is obliged to inform the Board annually, and to disclose in writing his personal interest in the business and contracts that are made for the company and this report is confirmed in the minutes of the meeting. A member of the interest may not participate in the vote on the resolution issued in this regard in the General Assembly or at the Board of Directors meeting, and the Chairman of the Board shall inform the General Assembly when it convenes about the actions and contracts in which a member of the Board of Directors has a personal interest, and is accompanied by a special report from the external auditor.
8-7-1-6 The board member/member of his committees is obliged to disclose and acknowledge the direct and indirect interests of them and their relatives on an annual basis.
8-7-1-7 No board member may accept gifts from anyone who has business dealings with the company, if such gifts would lead to a conflict of interest.
8-7-1-8 No case involving an interest may be initiated before prior written consent is taken in accordance with the procedures specified in this policy.
8-7-1-9 The board member is prohibited from voting on the decision of the Board of Directors or the General Assembly in the works and contracts that are made for the company if it has a direct or indirect interest in it.
8-7-1-10 The Board member is prohibited from exploiting or indirectly exploiting any of the company's assets, information or investment opportunities offered to him as a member of the Board of Directors, or offered to the Company, or wishing to benefit from it, and the prohibition applies to the board member who resigns in order to exploit the investment opportunities ‐ directly or indirectly ‐ that the Company wishes to benefit from and which he or she is aware of during his membership of the Board of Directors.
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8-7-1-11 Each member after obtaining a prior license from the General Assembly renewed annually must make a statement when concluding a contract or having a transaction between him and the company or his participation in a work that would compete with the company or compete in one of the branches of its activity and enter into the concept of participating in any competitive work of the company or competitor in one of the branches of its activity that it is engaged in and from cases where it must disclose to name but a few :
8-7-1-12 The establishment of a board member of an individual company or institution or owned by an influential proportion of shares or shares in another company or establishment, engaging in an activity of the type of activity of the company or its group.
8-7-1-13 Accept membership of a competing company or company or group or take over the management of a competing individual institution or company of any form.
8-7-1-14 The member's acquisition of a commercial agency or what is in its judgment is a phenomenon or hidden to a company or other company competing with the company or its group.
8-7-2 Outgoing auditors:
Outgoing auditors must be independent, and have no conflict of interest, as required by the relevant regulations, regulations and standards, and if such a conflict exists, it must be disclosed and treated in accordance with the regulations governing it and in the interest of the company.
8-7-3 Senior ExecutiveJ:
The Company's SeniorExecutiveis obligedto disclose all information that may lead to a conflict of interest, such as in the following cases, including but not limited to:
8-7-3-1 Senior executives should refrain from disclosing non‐public or confidential information, or using any of that information for personal interests.
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8-7-3-2 Any interest in investment or ownership in a business or establishment that provides any services to the company or receives interest from the company or seeks to perform a service with the Company.
8-7-3-3 Any business, other business or customer in a position to benefit from any actions.
8-7-3-4 The full details of any contract or arrangement that affects the company's business in which an executive or any relative has a substantial interest.
8-7-3-5 All executives are provided with any positions they hold outside the Company or any interest associated with and/or their relatives with companies, businesses or any entity that deals or seeks to deal with the Company.
8-7-3-6 All executives are required not to accept gifts from anyone who works with the company, whether they are provided to them or their relatives.
8-7-3-7 The need for senior executives to avoid situations that lead to their interests conflicting with those of the company, and to deal with them in accordance with the provisions of the company's regulations and executive regulations and this policy.
8-7-3-8 Senior executives are obliged to permanently disclose cases that lead to or when a conflict of interest occurs.
8-7-3-9 Senior executives are obliged to refrain from participating in decision‐making when there is a conflict of interest.
8-7-3-10 Unless they have the approval of the Board of Directors, senior executives may not have a direct or indirect interest in the business and contracts made for the company.
8-7-4 The government's efforts to address the situation in the country are a source of support
8-7-4-1 Company employees must not engage directly or indirectly in any business activity in which their personal interest is contrary to the company's interest.
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8-7-4-2 Cases that lead to the employee's conflicts of interest with the interests of the company or the interests of third parties related to the company should be avoided when authorizing to sign agreements or contracts with third parties on behalf of the Company.
8-7-4-3 All employees of the Company are must report any positions they hold outside the company or any interest sought by them or their relatives with companies or businesses or any entity that deals or seeks to deal with the company.
8-7-4-4 All employees of the company are always aware of cases that lead to or when such a conflict occurs.
8-7-4-5 All employees of the company are obliged to refrain from participating in decision‐making when there is a conflict of interest.
8-7-4-6 Unless they have prior approval from theCEO, the company's
employees may not have a direct or indirect interest in the business and contracts that are made for the company.
8-7-4-7 Company employees should avoid any transactions in which their personal interests conflict with contractors, suppliers, traders and any other individuals, companies or institutions that deal with the company.
8-7-4-8 In the case of new employment in the company, the competent management of employment must take the risks of the candidates that prohibits employees of the company to engage in free work that corresponds in nature to the nature of the work of the company, as it is forbidden to engage in any other work except after the approval of the company and not preventing it, and therefore must take the signature of the candidate/candidate at the conclusion of the employment contract, a declaration obligation to do not engage in any of the prohibited works above and to disclose any business activity to him before joining the company, and that if there is Any business that is in accordance with the nature of the company's work is taken by the signature of the candidate/candidate on a pledge under which the contractor is
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obliged to write off the commercial register within a specified period of time not exceeding two months from the date of appointment ‐ this obligation is included in the contract between the parties ‐ and if the obligation is not complied with the terms of the declaration, disclosure and undertaking, the company has the right to take the formal action in this regard, which may amount to the avoidance of the contract, and if the candidate is already engaged in another work that is not in accordance with the nature of the offence. The company's work may be required to write off the commercial register as a condition of employment and in this case follow the mechanism referred to above.
8-7-4-9 Every employee or contractor of the company must report any conflicts of interest that he or she discovers.
8-7-5 Suppliers and contractors:
Thecompany appreciates the important role played by both suppliers and contractors in the success of the company's work and achieveits objectives, and emphasizes the need for suppliers/contractors to abide by the regulations and the policy of the Code of Conduct as well as procurement policies and procedures, and must include those obligations with contracts concluded with contractors and suppliers, and the company must abide by the following steps:
8-7-5-1 The Department of Procurement obliges both suppliers and contractors to:
A. Sign the disclosure form at the time of rehabilitation, and notify them of the obligation to update the disclosure form when there are any updates requiring redisclosure to owners or executives at those facilities to avoid consequences, except for sites selected by the Company in accordance with the regulations specified in this.
B. The obligation to disclose any kinship between any supplier/contractor to a board member, members of its committees, senior executives, employees or contractors.
8-8 Disclosure mechanisms and the study of conflicts of interest:
8-8-1 With regard to board members/members of its committees:
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8-8-1-1 Board members/committee members are obliged to sign annually the disclosure form submitted to them through the Board's Secretariat and disclose first‐hand when the case arises or when there are any updates requiring redisclosure.
8-8-1-2 The internal review is committed to examining conflicts of interest with the need to provide the review committee with the cases it considers and to submit its recommendations to the Board of Directors or the General Assembly.
8-8-2 Suppliers and contractors:
8-8-2-1 The (Procurement Department) obliges suppliers and contractors to sign the disclosure form at the time of qualification, and requests that the disclosure form be updated when there are updates requiring redisclosure.
8-8-2-2 The (Department of Procurement) is obliged to remove all conflicts of interest detected in relation to supplierstothe General Department of Legal Affairs and Compliance,and to provide them with all the documents they deem necessary to study the case.
8-8-2-3 The GeneralDirectorate of Legal Affairs and Compliance examines the conflicts of interest filed with it by the procurement and support
services sector in relation to suppliers and contractors and take what is necessary on them in accordance with the regulations, regulations, policies and procedures adopted in this regard, and submit its recommendations to the Ceo of the company to approve
the proposed recommendations.
8-8-3 For senior executives, staff and contractors:
8-8-3-1 TheDepartment ofHuman Resources is committed to providing the competent department with civil registry numbers ‐ executives, employees, contractors and their relatives with the disclosure data provided by them in accordance with the specific degree of kinship including the main data including the civil registry number.
8-8-3-2 The (Procurement Department) checks civil records numbers and ensures that there are no conflicts of interest.
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8-8-3-3 In the event that any conflict of interest is detected, the(General Directorate of Legal Affairs and Obligation) will study the conflicts of interest filed with it by the (Procurement Department) in relation to senior executives, employees and contractors and take what is necessary about them in accordance
with the regulations, regulations, policies and procedures adopted in this regard, and submit its recommendations to the Ceo of the company to approve the proposed recommendations.
8-9 Sanctions and sanctions:
8-9-1 In the case of the united states of the United States, the United States of The
If any member of the Board of Directors/member of its committees is found to have committed any violation of his responsibilities and obligations contained in this policy, it is outrageous conduct, the Board of Directors shall submit it to the General Assembly and the penalty may amount to removal from office by decision of the General Assembly, and the Company reserves the right to claim compensation for any damages suffered.
8-9-2 Suppliers and contractors:
When the supplier or contractor submits incorrect disclosure data in the conflict of interest form, the following is done:
8-9-2-1 A fine is imposed on the supplier or contractor by (5%) Of the value of the contracts with him "are not subject to the ceiling of the fine specified by the contract" even if there is no conflict of interest. (Note: These fines are not regular unless they are included as clear clauses in contracts with contractors and suppliers)
8-9-2-2 If it is found that the conflict of interest situation has nothing to do with all the actions taken on the project during the offering, strategy or implementation, the fine referred to in the previous paragraph (8.9.2.1) is only imposed.
8-9-2-3 If a conflict of interest case is found to be relevant in the actions taken on the project at any stage (subtraction‐tsp‐implementation) the following is done:
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A. Stop dealing with the supplier or contractor directly and definitively, and in case of need for the project, the general administration provides the performance and purchases appropriate in coordination with the competent technical authority.
B. The (Department of Procurement) refers the matter to the General Department of Legal Affairs to take appropriate legal and regular action towards the supplier or contractor.
8-9-3 In the case of the united States, the United States has not been able to provide any information on the number of
If they provide untrue data or delay the updating of disclosure statements based on developments and changes that may arise, the following are taken:
8-9-3-1 Refer the matter to (GeneralDepartment of Legal Affairs and Commitment) to conduct the necessary investigation with the employee or contractor and make sure that he does not use his job to achieve personal gain (material or moral) and submit the necessary recommendations to the authority holder.
8-9-3-2 The prescribed sanctions are applied in accordance with the recommendations of the GeneralDirectorate ofLegal Affairs and Compliance, as stipulated in the list of violations attached to the regulation of the organization of work approved by the company.
8-10 Theresponsibilities of the organizational units to activate this policy and implement it:
8-10-1 The Company's Board of Directors is responsible for:
A. The disclosure in this article shall be in accordance with the schedule prepared for it.
B. The Board of Directors must regulate the disclosures of each of its members and executive management members, taking into account:
Develop a record of the disclosures of board members and executive management and update it periodically. This is in accordance with the disclosures required under the corporate
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system, the financial market system and their executive regulations.
Access to the register for the company's shareholders free ofcharge.
8-10-2 Secretariat of the Board of Directors:
Follow‐up and periodic disclosure of members of the Board of Directors and executive management and establish a special register and update them periodically.
8-10-3 (Human ResourcesDepartment):
Update the conflict of interest disclosure form automatically and every year for all executives, employees and contractors. The new staff member and contractors are responsible for submitting and signing the disclosure form when the contract is first signed or on renewal.
8-10-4 (Procurement Department) :
8-10-3-1 Responsible for the implementation of this policy and its procedures for suppliers and contractors and for the relevant regulatory units to provide the necessary data.
8-10-3-2 Prepare the special disclosure form for suppliers and contractors and take their signature on an annual basis, and notify them of the need to update the disclosure form when any developments occur, and make sure that it is adhered to by all suppliers and contractors at the time of rehabilitation or during the implementation of the project until completion.
8-10-3-3 Ensure that there is no conflict of interest with suppliers or contractors.
8-10-3-4 Create a database of conflicts of interest for suppliers and contractors when registering or qualifying updated periodically.
8-10-3-5 Follow‐up conflicts of interest for suppliers and contractors and apply this policy.
8-10-5 (GeneralDepartment of Legal Affairs and Commitment):
Responsible for studying cases sent to them by conflicting interests and taking the necessary measures against those found to be in violation of
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this policy and submitting the necessary recommendations to the authority.
8-11 Generalprovisions:
8-11-1 Those to whom this policy applies are obliged to abide by the provisions of this policy and to strictly implement the instructions contained in it in order to achieve the principle of transparency and disclosure.
8-11-2 It is the prerogative of the Nominations and Remuneration Committee to ensure on an annual basis the independence of independent members of the Board of Directors, and the absence of a conflict of interest if the member is a member of the Board of Directors of another company.
8-11-3 In the event that this policy is not complied with, the company may apply the sanctions and sanctions imposed in accordance with the company's regulations and policies.
8-11-4 This policy is applied in a manner that does not conflict with the relevant government regulations and regulations.
8-11-5 Suppliers/contractors must disclose as a general principle that there are relatives who are registered and qualified on the list of qualified suppliers.
8-11-6 It is only by disclosing the name of the owner registered in the commercial register in individual institutions and training centers authorized in the name of an individual.
8-11-7 The owners registered in the shareholders' registers of closed joint stock companies are not considered to be the owners of shares traded on the stock market of public shareholding companies, the founding contract and the decision of the related partners for other types of companies.
8-11-8 All company contracts with stakeholders must include a provision requiring them to disclose a conflict of interest in accordance with the company's policy and at all times during the duration of the contract.
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8-11-9 In the event that the contractor/supplier is late in disclosing within 30 days of the event, the company has the right to terminate the contract and to charge the contractor/supplier all costs and fines that result in the need to include this in their contracts.
8-11-10 When the supplier or contractor does not submit the disclosure form, including the statements of his relatives and relationships within the company for their direct relationship to the project, the following are:
8-11-11 The company has the right not to invite any future project except through competition.
8-11-12 Ensure that all employees of the company who have a conflict of interest with the supplier or contractor concerned with receiving offers and technical and commercial committees and receive the works or see any information that may affect the competition, if this cannot be applied to their direct relationship to the project and there is no alternative or the supplier or contractor is an agent or factory, the policies of the procurement sector and support services are applied in force.
Article 9: Auxiliary Actions:
Develop clear procedures when contracting the company or dealing with a related party, including informing the Authority and the public without any delay in doing so, if this contract or transaction is equal or more than 1% of the company's total revenue according to the latest annual financial audit.
Article 10: Access
The policy shall take effect from the date of its adoption by the Board of Directors, informing all
employees of the company, published on the company's website, and the board will
take the necessary adjustments to it.
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Professional Conduct Charter Policy Amiantit Saudi Arabia Listed Joint Stock Company
Disclaimer: Update this document 36 months before the effective date or when needed.
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Setting
Signature Date Role Regulatory Unit Name
Review
Signature Date Regulatory Unit Name
Authentication
Signature Date Regulatory Unit Name
Rely
Signature Date Regulatory Unit Name
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Versions page
Release history
Brief Rely Authentication Review Main setting Release number
and date
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Index
Article 1: Purpose............................................... ...... .... .................... ... ........... ..... ...... ..........
5
Article 2: Field of work ...... ............................. . ......... ............... . ................ ..... ..... .. .. . ...... ..
.... 5
Article 3: Responsible for politics (owner) .......................... . ...... ...... ................... ... ........ .... .
5
Article 4: Responsibilities............... ................................. .. . . ............. ... . ...........................
....... 6
Article 5: Definitions........ ....... .................................................. .. .............. . ........ . ........... .. 6
Article 6:References ......... ............... ................. .................... .... .................. ..... ................. 6
Article 7: Policy Statement................... . .... ... .. ................................... .. .......... .. ....... . .. ........
.. 7
Article 8: Access................... ..... ... .................. .. ............................... . .. .......... .. ....... . .. ........
.. 15
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Article 1: Purpose
Amiantit Saudi Arabia believes in its deep‐rooted values and principles and
demands that all those who work with it respect and apply those values and
principles such as transparency, building trust and creating a distinct professional
culture, and maintaining the highest ethical standards in the implementation of its
work, in a manner that reflects positively on the society in which we operate, taking
into account the regulations and regulations in force in Saudi Arabia and compliant
with Islamiclaw.
This policy aims to establish good professional behaviors to create a safe,
productive, healthy and enjoyable social work environment that will stimulate
respect and maintain the company's reputation.
Article 2: The field of work
Taking into account saudi Arabia's legislation governing the conduct and
relationships organized to deal between the company and others and what is
stipulated and decided in the company's statute, regulations and internal policies
of the company, these rules are complementary to them without replacing them.
This policy applies to the members of the Board of Directors of Amiantit Saudi
Arabia, members of the committees of the Board and the company's executive
directors, and all employees of the company who act on its behalf or represent it
with others, as well as the contractors and suppliers who deal withit. The scope of compliance with these rules begins from the date of entry into the
company, whether through contracting, commencement of work, assignment or
appointment, and does not prevent the adherence to these rules from the study,
training and vacationmissions of all kinds or commissioning work outside or within
theKingdom.
Amiantit Saudi Arabia is looking forward to working with companies that have
similar professional codes of conduct with their rules and principles.
Article 3: Policy Officer (Owner)
Board of Directors of Amiantit Saudi Arabia
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Article 4: Responsibilities
4-1 The Board of Directors is responsible for preparing and reviewing this policy
and ensuring that the board members of Amiantit Saudi Arabia are informed
of this policy. 4-2 All regulatory units in the company are responsible for complying with this
policy. 4-3 (Human Resources Department) is responsible for complying with this policy
and developing human resources policies in accordance with this policy. 4-4 (Human Resources Department) is responsible for complying with this policy
and ensuring that all its employees and contractors are informed of this policy. 4-5 (The Procurement Department) is responsible for complying with this policy
and informing all contractors and suppliers of this policy. 4-6 Anyone who works for the Company, including board members, all its
employees, contractors, contractors and suppliers, who act on its behalf or
represent it to others, is committed to the policy.
Article 5: Definitions
5-1 Employees of the company: Every person who works for Amiantit Saudi Arabia
is a member of the Board of Directors, or all of its employees, contractors,
contractors and suppliers, who act on its behalf or represent it with third
parties. 5-2 Executive Management/Executives:CEO.
Article 6: Areviewer
6-1 Saudi Arabia's legislation and regulations. 6-2 Regulation slate of the company Amiantit SaudiArabia. 6-3 Conflict of interestpolicy.
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Article 7: Policy Statement
7-1 Commitments:
7-1-1 Amiantit Saudi Arabia:
A. You are committed to the importance of the individual and respect for his or her value and culture, whether that individual is an employee, a client or a resource.
B. The company is committed to providing a healthy working environment in line with its values and principles, which emphasize the application of the principle of transparency and merit in the application of all its policies and proceduresadopted.
C. Evaluating the employee in all aspects of his career on the basis of merit, merit, competitiveness, equal opportunities, developing his or her abilities, helping him to improve his performance
D. Provide appropriate training opportunities and continuous improvement of the employee's career.
E. Give opportunities for discussion, discussion and freedom of opinion and expression in the framework of work.
F. Encourage entrepreneurship, innovation and provide opportunities for employees to participate in proposals for improving services and developing work in an atmosphere of mutual trust and understanding.
G. Ensuring the employee's right to complain or complain about any wrong decision made rightly through the dedicated channels within the company.
H. The company's employees should be informed of the rules of professional conduct and its core values, and be informed that the right ethical conduct is a duty and that it is considered part of the way in which they do theirwork.
7-1-2 Members of the Board of Directors:
A. The Member of the Board of Directors is bound by the regulations and regulations applicable in the Kingdom of Saudi Arabia governing the practices, conducts and relationships that govern the interaction between the company and the member.
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B. To emphasize the member of the Board by exerting a duty of care and loyalty towards the company and all that would safeguard the interests of the company and its development and maximize its value and present the interests of the company on his own interests.
C. To be committed to the interests of the company and the interest of shareholders and to respect the rights of other stakeholders.
D. Limit the use of the company's assets and resources to the achievement of the company's objectives and objectives, and not to use those assets or resources to achieve special interests.
E. The board member does not use his position in order to achieve his or her own interest or interest.
F. Maintaining the confidentiality of the company's internal information and not disclosing it to anyone except within the prescribed limits or the award system.
7-1-3 Everyone who works for the company, including executive management, and all its employees and contractors are committed to:
A. No employee should use his or her position in order to achieve his or her own interest.
B. The worker performs the duties and job tasks responsibly and efficiently in accordance with the best practices within a specified period of time, and during the working hours honestly and objectively to serve the interests of work with accuracy and professionalism, through knowledge of the regulations, regulations and policies of work and follow the goals and objectives and apply them, without any excess, negligence or violation of work, as well as his constant quest to improve and develop his performance and professional abilities.
C. Devote official and specific working hours to meals or job tasks, and not to carry out any activities that are not related to his duties, unless he is expressly and writtenly authorized to do so.
D. Cooperation and facilitation of the investigation and inspection procedures carried out by the competent authorities, by all possible means and methods by providing information and answering inquiries and questions to those responsible for the tasks of investigation and inspection, in accordance with the regulations and policy of work.
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E. To keep the technical, commercial and industrial secrets of the materials produced or contributed to its production directly or indirectly and all professional secrets related to the work or company that would be in the interest of the company.
F. To take care of the machines, tools, tasks and materials owned by the employer at his disposal that are in his care and to return to the company the non‐expendable materials.
G. Refrain from any acts that violate public morals and good conduct, or any actions or practices contrary to the teachings of the Islamic religion, including insulting or inciting the religious beliefs of others inside or outside the workplace.
H. Employees should respect their colleagues and consider them partners by working and collaborating to complete the work on a basis of competence and exchange of experiences.
I. Communication between employees is focused solely on what the nature of the work requires, without addressing any minor, side or personal issues that are not related to work.
J. The basis for dealing between employees is governed by the teachings of islam and respect for customs and traditions.
K. Refrain from exploiting any information relating to the private lives of workers with the intention of harming and harming them.
L. Be respectful, courteous, honest and loyal in his dealings with co‐workers and customers.
M. Discard the quarrel, the resentment, the envy, the oblivion, the gossip and the attempt to get the staff to the right.
N. Maintaining friendliness and cooperation without discrimination, contempt or disparagement.
O. Do not engage in controversy on sensitive or controversial topics.
P. Stay away from rumors, alibi, gossip, slander, slander and all that would harm the employee's reputation and the reputation of the company.
Q. Not spreading rumors or negative messages among employees, which may result in abuse or defamation of any employees or company, in addition to its
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negative impact on the work environment and the worker's lack of focus on the tasks assigned to him.
R. Not to do anything that would incite any employees or customers against the interest of the company or/or incite employees to amplify the problems they face, but to try to solve the problems in proper ways and follow the policies of the company concerned.
S. Failure of the worker to do anything that would induce or solicit all or some other workers that may harm the interests of the employer
T. Do not use social media to discuss matters related to daily work tasks, workflows or abuse of the company and replace them with the means of communication available within the company professionally by submitting suggestions or internal correspondence available.
U. Reporting through the channels available within the company for cases that violate the company's regulations and policies.
V. Maintaining the company's reputation and highlighting its values and identity.
W. Do my duty to take care and loyalty towards the company, grow it and maximize its value.
7-1-4 Contractors and suppliers, acting on their behalf or representing them in third parties, are committed to:
A. To keep the technical, commercial and industrial secrets of the company directly or indirectly and all professional secrets related to the work or company that the disclosure would harm the interest of the company.
B. Adhere to the regulations, policies and procedures adopted in the company.
C. Commitment to supply to the company based on need, quality, trust, price, service, time, and any other positive business terms or specifications.
D. Do not give gifts or perks or any invitations, meals or entertainment directly or indirectly in exchange for work, or promise to perform a service or facilitate procedures.
E. Maintaining the reputation of the company.
F. Reporting through available channels about cases of disclosure and conflict of interest.
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7-2 Working environment, ethics and common principles:
Amiantit works to provide a safe and healthy working environment in accordance with saudi Arabian regulations and regulations and is committed to fulfilling functional and contractual rights towards its employees, customers and suppliers in accordance with the contracts concluded. In order to do so, employees for the company must commit to:
7-2-1 Respect:
Everyone deserves the due respect and dignified treatment regardless of
any other considerations. The company urges its employees to follow
public morals in dealing with each other and not to underestimate
others, derogatory, insulting or harassing them with any actions, actions
or statements, including but not limited to: spreading lies and rumors
gossip, slander, violation of freedom, mockery, violation of privacy and
retaliatory behaviors... etc.
7-2-2 Privacy:
The Company respects the privacy of every person who works for it and
establishes regulations and policies that will allow third parties to access
personal information, to anyone other than those who are connected to
that information and to the dictates of the business interest or the official
regulators.
7-2-3 Human rights:
The company honors and respects all employees for its benefit, as
everyone works of their own volition without forced forced labor, and
the company supports all human rights established in accordance with
the regulations and regulations applicable in Saudi Arabia and in
accordance with Islamic law.
7-2-4 Overall appearance:
People's customs and traditions vary based on several factors that are
difficult to quantify, but people with different customs and traditions are
required to maintain a decent public appearance commensurate with the
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nature of their work that respects the teachings of Islam, traditions and
societal values, and the worker must take into account the following:
A. To have a good‐looking, well‐dressed man. B. Attention to hygiene. C. To comply with the uniforms whenever the nature of the work is required
and in compliance with the instructions issued by the company. D. The worker must also adhere to the islamic veil and take this into account
during the period of work. 7-2-5 Smoking:
In order to ensure the health of everyone who deals with it, and to create
a healthy and suitable work environment for all, the company prohibits
smoking in the workplace, and allows it in designated areas only.
7-2-6 The company's resources and property:
There are many ways to protect the company's resources and property,
including, but not limited to:
.Optimize the company's resources in order to achieve its goals -أA. Compliance with safety regulations within the company and do not
neglect and expose the property to the risk of fire or damage. B. Ensure that computers are protected and that unauthorized use is
prevented. C. Do not use the company's name, identity and trademarks for personal
purposes. D. The use of covenant, equipment and office tools in the company's
business only. E. Use the official time of work to complete the company's work. F. Protect the company's assets from theft or vandalism and inform the
security department when such cases occur. G. Recording of both audio and video types is prohibited only with official
consent or for security purposes. 7-2-7 Selling and providing services to customers:
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The Company is obliged not to display its products and services in an
unprofessional manner, so as not to mislead the customer and make
the wrong decision, so employees for the company must disclose these
facts in accordance with the terms of sale and service provision.
7-2-8 Choose suppliers:
Amiantit Saudi Arabia appreciates the important role of suppliers and
contractors and the president in the development of the company's
performance and the success of its work and achieving its objectives, and
emphasizes at the same time the need for all employees to adhere to the
regulations, policies and procedures adopted and organized for that
work in accordance with the prescribed powers.
7-2-9 Transparency:
Transparency is a key factor in creating a climate conducive to the
success of the company, in a climate of openness, employees will be able
to ask questions and reveal matters that concern them without fear of
punishment, but that the worker's participation in the issues related to
the work facing the company may lead to the creation of better means
of mechanisms of work, solving problems, saving funds, etc., the
presence of transparency helps the company to improve its performance
and know the mistakes it is making in order to avoid them and thus
provide an appropriate working environment with high productivity.
The following are a number of benefits of creating an atmosphere of
transparency and clarity among all parties, the most important of which
are:
A. Increase communication between the company and its employees. B. Increase the opportunities for communication between executive
management staff and employees. C. Helps grow confidence, collaboration and commitment. D. Helps employees deal with and accept change.
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E. Transparency limits and promotes rumours and prevents
misunderstandings. F. Strengthen editing of the president's direct role. G. Urge employees not to hide any information related to their work so
as not to influence the decisions taken, except for what may be
interpreted as disclosure of work secrets or which adversely affects the
nature of the work and the interest of the employer and is governed
by the policies and regulations of the employer. 7-2-10 Listen:
Creating communication channels that deal with the communication
mechanism between employees and executive management, which facilitates
the process of overcoming the difficulties they face at work and helping them
solve them, which will drive positive participation between the two parties.
Communication in its ideal form provides a suitable working environment for
the disapproval of high productivity.
The executive management should communicate with the employees and try
to understand their needs and contribute to the development of his
performance as well as know the problems facing the employee to be solved,
which will reflect positively on the work environment.
7-3 Roles and responsibilities:
7-3-1 The Department of Human Resources is responsible for:
A. Publish this policy to everyone who works for the company. B. To assure all employees of the company that it is necessary to sign a form of
commitment to read and understand the content of this policy and to abide
by what is contained in it. 7-3-2 All employees must report practices that violate this policy or believe
that they are immoral or contrary to the laws and regulations of the Kingdom immediately as soon as they are aware of this to the direct reference or the appropriate person in the management of human resources and in the event of non‐response, they can be escalated to the highest levels of the company.
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7-3-3 The Board's Secretariat is responsible for:
Publish this policy to all members of the company's board and
committees and request confirmation of its reading and commitment to
its contained.
7-3-4 The Department ofProcurement is responsible for:
Publish this policy to all customers of the company from suppliers and
contractors, and to emphasize its reading and commitment to its terms.
Article 8:Access
The policy shall be effective from the date of its adoption by the Board of Directors,
and inform all members of the Board of Directors and members of the committees
of the Board and all employees and customers ofthecompany, and published on the
company's website, and the board shall take the necessary adjustments to it.
