Corporate Governance
Committees
The Audit and Compliance Committee consists of three (3) members, as outlined below:
Leadership and governance
Audit and Compliance
Faisal Sulamin Aljamaan
Chairman of the Audit and Compliance Committee – Independent Member
Please refer to the above-mentioned Board of Directors’ biographies for detailed information about Faisal Sulamin Aljamaan.
View board biography
Omar Mohammed Saib Aljaroudi
Member of the Audit and Compliance Committee – Independent Member
Please refer to the above-mentioned Board of Directors’ biographies for detailed information about Omar Mohammed Saib Aljaroudi.
View board biography
Yanal Mowafaq Al-Soudi
Member of the Audit and Compliance Committee
Bachelor’s Degree in Business Administration from University of Oklahoma, United States, 1985.
Audit Committee
The Audit Committee was established in accordance with Article (51) of the Corporate Governance Regulations issued by the Capital Market Authority (CMA). The formation of the Audit Committee was approved by the Ordinary General Assembly in its meeting held on 15/11/1443 (corresponding to 14/06/2022).
The term of the Audit Committee begins at the start of the Board of Directors’ term and ends at the conclusion of the Board’s term. Additionally, the Extraordinary General Assembly, in its meeting held on (26/11/1444) corresponding to (15/06/2023), approved the updated charter of the Committee, defining its roles, procedures, and members’ remuneration.
Audit Committee Members
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Roles and Responsibilities of the Audit Committee:
The Audit Committee is responsible for overseeing and ensuring the accuracy and integrity of the Company’s financial reports, financial statements, and internal control systems. It reviews the interim and annual financial statements before submission to the Board of Directors and provides its views and guidance thereon. The Committee also reviews the external auditor’s observations on the financial reports and statements, examines the external audit plan, and provides its comments thereon. In addition, the Audit Committee conducts periodic assessments to evaluate the efficiency and effectiveness of control activities and ensure compliance with applicable laws and regulations. The Committee’s specific responsibilities include the following:
- Internal audit
- Compliance assurance
- External auditors
- Oversight of compliance management
Audit Committee Meetings
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Leadership and governance
Nomination and Remuneration
Omar Mohammed Saib
Aljaroudi
Please refer to the above-mentioned Board members’ CVs for detailed information Omar Mohammed Saib Aljaroudi.
View board biography
Ahmed Shaher Al Tabbaa
Member of the Nomination and Remuneration Committee
Please refer to the above-mentioned Board members’ CVs for detailed information Ahmed Shaher Al Tabbaa.
View board biographyYanal Mowafaq
Al-Soudi
Bachelor’s Degree in Business Administration from University of Oklahoma, United States, 1985.
Please refer to the above-mentioned Board members’ CVs for detailed information yanal mowafaq al -soudi.
Nomination and Remuneration Committee
The Nomination and Remuneration Committee was formed pursuant to a resolution of the Board of Directors in its meeting held on 19/02/2023. Additionally, the Ordinary General Assembly, in its meeting held on 13/09/2023, approved the Committee’s Charter, which defines its roles, operational guidelines, and members’ remuneration. The Nomination and Remuneration Committee is responsible for overseeing and providing recommendations to the Board regarding Board membership nominations in accordance with approved policies and standards, as well as developing clear policies for compensation and remuneration for Board members, sub-committees, and senior executives, and reviewing them periodically.
Nomination and Remuneration Committee Members
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Roles and Responsibilities of the Nomination and Remuneration Committee:
- Developing a clear remuneration policy for members of the Board of Directors, Board committees, and executive management, and submitting it to the Board of Directors for consideration prior to presenting it to the General Assembly for approval, provided that the policy takes into account performance-related standards, disclosure requirements, and verification of its implementation.
- Periodically review the remuneration policy and assess its effectiveness in achieving the intended objectives.
- Recommend to the Board the remuneration of Board members, sub-committee members, and senior executives in accordance with the approved policy.
- Propose clear policies and criteria for Board membership and executive management.
- Recommend to the Board the nomination and re-nomination of its members in accordance with approved policies and criteria.
- Prepare a description of the skills and qualifications required for Board membership and executive management positions.
- Determine the time each Board member should dedicate to Board affairs.
- Conduct an annual review of the necessary skills and experience required for Board membership and executive management positions.
- Review the structure of the Board and executive management and provide recommendations for potential changes.
- Conducting an annual verification of the independence of independent Board members and ensuring that no conflict of interest exists where a member holds board membership in another company.
- Develop job descriptions for executive, non-executive, independent members, and senior executives.
- Establish procedures in the event of a vacancy in a Board or executive management position.
- Identify strengths and weaknesses within the Board and propose solutions to address them in alignment with the Company’s best interests.
Nomination and Remuneration Committee Meetings:
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Leadership and governance
Executive Committee
Hisham Attar
Chairman of the Executive Committee
Please refer to the above-mentioned Board members’ CVs for detailed information Hisham Attar.
View board biographyAhmed Shaher
Al Tabbaa
Please refer to the above-mentioned Board members’ CVs for detailed information Ahmed Shaher Al Tabbaa.
View board biography
Mohamed Maher Alghannam
Executive Committee Member
Please refer to the above-mentioned Board members’ CVs for detailed information Mohamed Maher Alghannam.
View board biography
Taghreed Al-Shannar
Resigned – Executive Committee Member Non-Board Member
Master’s Degree in Change Consulting and Coaching from INSEAD, Fontainebleau, France (2010–2013).
Committee Meetings, Roles, and Responsibilities
Executive Committee
The Executive Committee was established on 22/08/2024. The Committee is appointed by the Board of Directors to act on its behalf in situations requiring proactive decisions to facilitate and support the Company’s activities. The Committee may exercise the powers and authorities delegated by the Board, subject to any restrictions imposed by the Board, the Company’s Articles of Association, and/or applicable laws and regulations.
In addition, the Committee is required to perform additional functions assigned by the Board from time to time or as needed to comply with applicable laws and regulations. The Committee focuses on providing strategic leadership, management, and guidance, ensuring that the Company’s functions are managed according to its priorities. The Committee has also approved an updated Charter, which defines its duties, procedures, and members’ remuneration.
Executive Committee Members
By the end of 2025, the Executive Committee consists of three members. The following table outlines the members:
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* Resigned on 13/07/2025
Roles and Responsibilities of the Executive Committee
- Recommend the development of policies and strategies at its discretion.
- Ensure a coherent vision for any project or business aligned with the Company’s objectives.
- Ensure timely completion of projects according to expected deadlines.
- Recommend to the Board potential amendments to the budget, changes to the budget, or items not included in the budget.
- Review and advise on material matters before submission to the Board.
- Appoint and terminate consultants assigned to various matters, negotiate, and approve consultants’ fees.
- Evaluate bids and tenders within the approved budget and recommend the selected vendor to the Board.
- Report to the Board without delay at the next regular Board meeting on all decisions and actions taken by the Committee.
- Review and recommend any strategic investment transaction proposed by Management, including acquisitions, mergers, divestitures, or new projects.
- Review and recommend strategies, policies, and reports related to corporate social responsibility (CSR) and ESG initiatives and objectives.
- Provide the Board with updates on critical Company matters, such as banking information, and ensure continuous updates on relevant topics aligned with Company operations.
- Hold periodic meetings with the Company’s Executive Management to assess progress, address obstacles, and review critical operational information.
- Ensure the Executive Management operates according to Board-approved policies.
- Review, assess, and recommend the Company’s annual budget for Board approval.
- Evaluate current business performance against established targets.
- Take immediate action and recommend appropriate decisions and steps for urgent matters.
- Recommend overall strategy for Board approval.
- Review any proposal submitted to the Board for approval within the Committee’s delegated authority.
- Hold pre-Board meetings to discuss the agenda and any other matters the Committee deems necessary or appropriate.
- Refer matters of significant importance to the Board.
- Exercise business judgment in performing their duties in a manner that serves the Company and its shareholders’ best interests.
- Request any Company employees, consultants, or auditors to attend Committee meetings if deemed appropriate and necessary.
- The Committee Chairperson is responsible for managing the Committee Charter and ensuring its flexibility to adapt to regulatory changes and requirements.
- The Committee may not delegate its duties to any sub-committee..
Executive Committee Meetings Attendance
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*Resigned on 13/07/2025