Governance committees

The Council shall form among its members committees to study specific topics and report to it for decision-making, and the Council may form among its members an executive committee to choose from them as its chairman, and the Council determines the way the committee works and its terms of reference, except for the audit committee and the committee of nominations and rewards, the formation of the rest of the committees according to the circumstances and requirements of the work.

First: Requirements to be observed when forming committees

Do not over-number the committees so that they do not become an unlikely burden on the members and that they can focus on their original tasks.
The member should not participate in more than two committees – in accordance with his or her expertise and scientific specialization as much as possible – so that he can meet the requirements of each of them.
Clarify the objectives required of each commission of inquiry, and indicate the criteria used by the Council to judge the efficiency of its tasks.
Determining the time span of the work of the committees, especially the temporary ones, and emphasizing the need to complete the objectives for which the committee was formed and submit its reports to the Council on time.
Identify the head of each committee so that he can invite her to the meeting and coordinate its activities and ensure that it is able to accomplish the tasks assigned to it.

Second : Types of council committees

The committees that can be formed are divided into two types:

Permanent committees:

It deals with issues and topics that are sustainable and requires regular follow-up of their developments, so the Council will form a special committee to take care of each of these issues and deal with its indicators with the necessary accuracy.

Temporary committees:

It is the one that is set up to study specific and emergency topics and the committee vetoes as soon as its mission is completed and its report is submitted to the Council.

Third : Committees Performing Decisions

A decision will be issued by the Council to form each committee, indicating the following:

Naming the members of the committee and identifying its head or leader.
The scope of the committee’s work and the topics involved in its mandate.
The expected time range for the commission to complete its work.
The powers vested in the Committee to request information and to see the company’s documents and other matters necessary to achieve its mission efficiently.
The extent to which experts or members from outside the committee are used, both inside and outside the company.
Financial allocations to finance the work of the Committee if necessary, such as the committees or some of its members need to purchase information, travel or attend meetings for which fees are paid and so on.

Fourth: Nominations, Incentives and Appointments Committee

Article 1: Formation of the Nominations and Rewards Committee and the duration of membership

The Nominations and Rewards Committee is made up of four members, selected by the Company’s Board of Directors from among its members or outside the membership.
Period of no more than three years, not less than one year, and the membership of the Committee ends with the expiry of the term of the Board of Directors.
Terminate the members of the Nominations and Rewards Committee:
The Board of Directors may terminate members of the Nominations and Rewards Committee in case any of them violate the provisions of this regulation, or for any other reasons deemed by the Board of Directors, and the member of the committee may retire in suitable time after submitting suitable reasons that accepted by the Board of Directors, otherwise he is under accountability of the company.
If the position of a member of the Nominations and Rewards Committee is vacant during the term of membership, the Board appoints another member to the vacant position, and the new member completes the term of his predecessor.

Article 2: Committee work procedure

The Committee chooses from among its members a head of committee, may choose a secretary from among its members, or others who prepare the minutes of its meetings, and handle the administrative work of the Committee.

A member of the Committee shall be considered to resign if he fails to attend committee meetings for more than three consecutive meetings, without the prior permission of the Chairman of the Committee, or an acceptable excuse agreed by the majority of the Committee members present at a legal meeting.

The Committee meets at the invitation of its head, and the committee meeting is valid only if it is attended by at least half of the members, and the member of the Committee may not be represented by others in attending the Committee’s meetings, the Committee’s decisions are issued by a majority of the members present, the Committee’s deliberations and decisions are confirmed in minutes signed by the head of committee and Secretary of the Committee, and these records are recorded in a special register signed by them. After each meeting, the Committee submits a report to the Board of Directors of the Company, and the report describes all the actions taken by the Committee at the meeting.

The Committee has the right to form sub-committees for any purpose it deems appropriate, and it has the right to grant these subcommittees some of their powers and powers whenever they deem appropriate, with at least two members of any subcommittee of these committees.

The Committee has the right to request the presence of any directors, officials, employees of the company, or anyone with whom the company needs to consult and trade, at any meeting of the Committee to provide the necessary information requested by the Committee.

Article 3 : Nominations, Incentives and appointments committee functions.

The Committee shall be granted the following powers as stipulated in the CMA’s Corporate Governance Regulations:

Recommending the Board of Directors to nominate to the Board in accordance with deliberate policies and standards, taking into account the non-nomination of any person who has already been convicted of an offence against honor and honesty.
Annual audit of the requirements for appropriate skills for board membership and a description of the capabilities and qualifications required for board membership, including determining the time a member needs to devote to the work of the Board of Directors.
Review the structure of the Board of Directors and make recommendations on changes that can be made.
Identify weaknesses and strengths in the Board of Directors, and propose to address them in accordance with the interests of the company.
Annually ensure the independence of independent members, and there is no conflict of interest if the member is a member of the board of directors of another company. Clear policies for compensation and remuneration for board members and senior executives, taking into account the use of performance-related standards in the development of such policies. In addition to other tasks assigned to them by the Board of Directors.

Fifth : Audit Committee functions

Article 1 : Audit Committee functions

The Board of Directors assumes full responsibility for the company and delegates some of its responsibilities to its committees and to the executive management of the company.
The audit committee should assist the Board in fulfilling its responsibilities with regard to the company’s internal control system. In addition, the Audit Committee has a responsibility to oversee accounting and financial reports and to ensure compliance with the company’s legal and regulatory requirements. The Committee should also review the company’s accounting policies.
The audit committee should supervise both the internal audit representatives and the chartered accountant.
The chartered accountant is responsible for auditing and issuing an independent opinion on the company’s financial statements.
The audit committee is responsible for assessing the efficiency and effectiveness of the company’s internal control systems, risk management and company governance.
The company’s internal audit representative reports directly to the review committee to submit it to the Board of Directors as needed, on the other hand, the internal audit authority directs its reports to the CEO and managing director.
To maintain the independence and powers of internal review, the company followed recommendations in terms of internal audit functional reporting to the audit committee. Functional reporting means that the audit committee should do the following:
Adoption of the internal review regulation. Adopt a risk assessment for the internal audit process as well as adopt an internal audit plan.
Receive and review the reports and letters of the internal audit representative relating to the results of the audit activities or other matters as necessary as deemed by the internal auditor representative and/or the audit committee.
Call for meetings with the representative of the Internal Audit Department without the presence of the Department.
Based on the recommendations of the Managing Director, the Audit Committee is working to approve annual contracts, assess performance for internal audit in accordance with the company’s policy.
Ask the Department and the Internal Audit Representative to determine whether there are limitations on the scope or balance of work that could hinder the internal audit’s ability to carry out its tasks.
Assessing the capacity and adequacy of internal audit contracts to carry out their tasks without hindrance.
The Audit Committee closely oversees three separate groups, on behalf of the Board of Directors, to ensure that the company is dealing appropriately with the following three groups:
The company’s internal audit heads.
Chartered accountant ,
Inspectors of Government inspectors.
The Internal Audit Committee may not perform any function within the company contrary to its independence. The Internal Audit Committee is responsible for preparing and presenting the company’s financial statements and verifying their authenticity. It must also be responsible for the appropriateness of applicable accounting standards and the company’s accounting policies for the preparation and presentation of financial reports.

Article 2 : Perform of the Auditing Committee

The Board of Directors shall form an audit committee with at least three non-executive board members or non-board members.

It wouldn’t be preferable to have more than 5 members and less than 3 members of the audit committee.

Each member of the Committee must be independent. He must has financial knowledge or acquires that knowledge within a reasonable period of time. There must be a minimum of one member of the Committee who specializes in finance and accounting.

Committee members may not be members of an audit committee of a competing company.

Neither the Chairman of the Board of Directors nor the head of the Company’s Executive Committee shall be the head of the audit committee.

In line with article 14 of the CMA’s Corporate Governance Regulations, “the General association of the Company shall issue, at the suggestion of the Board of Directors, the rules for the selection of members of the audit committee, the duration of their membership and the modus operandi of the Committee.” If the head of the audit committee is absent, the rest of the committee will choose one of them to manage the meeting.

Article 3 : Responsibilities of the members of the audit committee

Members of the review committee must commit to attending all committee meetings and actively participating in their discussions. If a member of the Committee is unable to attend, he or she must inform the head of the Committee in writing, and may not be absent without prior permission from the head of the Committee.
The member must be obliged to keep the company’s secrets and the member may not broadcast or publish the company’s secrets to shareholders outside the General association of the company or any other party. If he is found to have committed such offences, he may be held accountable for the damage he caused to the company and is responsible for the financial damages caused.
Members of the audit committee may not perform any executive work for the company.
Members of the audit committee should be effective in carrying out their duties and responsibilities and develop their performance and knowledge to serve the interests of the company.
Members of the audit committee must be credible, confident, objective and independent in the performance of their work.
The member shall not be engaged in any activity that may be contrary to the interests of the company or to the company’s policy of conflict of interest and professional ethics.
Members of the audit Committee are not entitled to accept or engage in any actions that would lead to conflicts of interest with the company, and those that may prevent them from carrying out their duties objectively and independently.
Members of the audit committee must disclose and explain all personal operations and nature carried out with the company, and any personal relationship with the Board of Directors and executive management