Risk Management Committee.

Brief.

The Risk Management Committee is a sub-committee of the Board of Directors. The committee oversee and review the risk management framework at company Level. The committee will oversee & verify the implementation of the company’s policy in accordance with risk management framework and conducting risk management activities.

Committee Member.

• Mr. Bader Al Essa “Chairman of the committee”

• Mr. Gerard Snabian

• Mr. Abdulrahman Al Dakhil

Committees Responsibilities.

The purpose of the Committee is to assist the Board by providing risk management oversight in the following matters (but not limited to):

• Preparing and reviewing the strategies and policies of risk management before it´s approved by the Board of Directors and ensuring the execution of these strategies and policies and the same is consistent with the nature and size of the company’s activity.

• Evaluate the Risk Management System for identifying and monitoring various risks that the company may be exposed to, in order to determine the weaknesses in this regard.

• Assist the Board of Directors in identifying and assessing the acceptable level of the risks, to ensure that the company does not breach this level of the risk after approval from the Board of Directors.

• Reviewing the organization structure of the risk management department and submitting its recommendations in this regard, prior to its approval from the Board of Directors.

• Preparing periodic reports regarding the nature of the risks that the company may be exposed to and submitting the same to the Board of Directors

The risk management committee should convene its meetings on periodical basis, at least four times annually and when needed, the minutes of the meetings should be recorded.

Audit Committee.

Brief.

The Audit Committee is responsible for assisting the Board of Directors in the oversight of:

• The integrity of the financial statements of the Company,

• The adequacy and the effectiveness of the internal control systems implemented,

• The performance of the Company’s internal audit function,

The company’s commitment to legal requirements, policies, regulations and instructions that related to company.

Committee Member.

• Salah Al Othman ( Chairman of the Committee)

• Bader Al Issa

• Mr. Abdulrahman Al Dakhil

Committees Responsibilities.

The roles and responsibilities of the audit committee include but are not limited to the following: 

1. Review the financial statements periodically before submitting to the Board of Director, and submitting its opinions and recommendations in this regard to the Board of Directors and that´s to ensure transparency and fairness in the financial reports.

2. The audit committee shall submit its recommendations to the board regarding appointment and reappointment of external auditor, as well as determining and changing their fees. Taking into account when recommending, that independence is ensured and reviewing their engagement letter.

3. Monitoring the external auditor´s performance, to ensure that they are not providing services to the company except for services required by the audit profession.

4. Studying the external auditor´s observations regarding the financial statements and following-up on its status.

5. Evaluate the adequacy of the internal control systems in the company and prepares a report including the opinion and recommendation of the committee in this regard.

6. Recommend the recruitment, shifting and termination the chief internal auditor, and evaluate his performance and the performance of the internal audit department.

7. Reviewing the results of internal audit reports, and ensures that the corrective procedures have been taken regarding the observations which are contained in the report.

8. Reviewing the proposed deals and transactions the company performs with related parties and provide the proper recommendations to the board.

Nomination & Remuneration Committee.

Brief.

The Nomination & Remuneration Committee is a specialized committee formed by the Board of Directors whose key role will be the preparation of recommendations to the Board regarding all proposed nominations. The Nomination & Remuneration Committee establishes a comprehensive and transparent corporate framework for appointment of Directors and senior management of the Company in an effective manner.

Committee Member.

• Jasem Al Sadoun ( Chairman of the Committee)

• Bader Al Issa

• Dr. Salah Al Othman

Committees Responsibilities.

The Nomination and Remuneration Committee is responsible for the lay down the remuneration policy review of the company’s remuneration framework and specify the Executive Management remunerations. The Committee also initiates and oversees the evaluation process of the Board and Committees. The Committee shall oversee remuneration related disclosures required in annual statutory reporting and provide advice to the Board on those disclosures.

Further, the Committee is responsible for recommending for nomination and re-nomination for the BOD membership, BOD committees, and senior management.