The candidate must fulfill all the requirements for candidacy for membership of the Board of Directors contained in the relevant laws and regulations and the list of policies, standards and procedures for membership of the Board of Directors approved by the General Assembly, including the following: 1- Whoever wishes to nominate himself for membership in the company’s board of directors must disclose his desire to be nominated by virtue of an application submitted to the company’s management in accordance with the period and dates stipulated in this announcement and according to the policy of standards and procedures set for membership in the board of directors and the applicable rules and regulations, and this notification must include Introducing the candidate in Arabic in terms of his biography, qualifications, and practical experience, in addition to providing the company with all the supporting documents, including: (national identity card, family card, passport for non-Saudis who are candidates for council membership, and any other related documents required by the company to meet the regulatory requirements) . (attached) 2- The candidate eligible for membership in the Council must not have a criminal record or have previously been convicted of a crime involving moral turpitude or dishonesty. 3- The candidate for membership of the Board of Directors is required to be of professional competence who possesses the necessary experience, knowledge, skill and independence, so that he can perform his duties efficiently and competently, taking into account in particular that the following are available:- a) Leadership ability (having leadership skills and adherence to professional values and ethics when exercising his powers) b) Competence (availability of academic qualifications, appropriate professional and personal skills, level of training and practical experience relevant to the company’s activity, and willingness to learn and train) c) The ability to direct (speed of decision-making and familiarity with the technical requirements necessary for work, planning and vision) d) Financial knowledge (the ability to read and understand financial statements and reports) e) health fitness. h) The ability to allocate sufficient time and effort to perform the duties as a member of the Board of Directors. f) A member of the board of directors must not be a member of five joint stock companies listed on the market at the same time. g) It is stipulated that he had not previously been removed or dismissed from the membership of the board of directors of a joint-stock company or from the company’s management due to negligence, mismanagement, or irregular attendance at board sessions 4- The candidate’s disclosure of a conflict of interest: Whoever wishes to nominate himself for membership of the Board of Directors shall disclose to the Board and the General Assembly about cases of conflict of interest in accordance with the procedures established by the Capital Market Authority, including the following: a) Having a direct or indirect interest in the business and contracts made for the benefit of the company b) His participation in a business that would compete with the company, or its competition in one of the branches of the activity he is engaged in. 5- Applicants for membership of the Board must fill out the forms specified by the Capital Market Authority, which can be obtained through the Authority's website, namely: a) Submit a signed copy of Form No. (1) of the CV after filling it out electronically for the candidate in both Arabic and English. (attached) b) Submit a signed copy of Disclosure Form No. (3) issued by the Capital Market Authority for candidacy for membership of the Board of Directors of a joint stock company listed on the Saudi Stock Exchange (Tadawul), after filling it out electronically in the Arabic language. (attached) 6- A candidate who has previously served as a member of the board of directors of a joint stock company must attach a statement of the number and dates of the boards of directors of the companies he has been a member of. 7- The capacity of the membership must be clarified upon candidacy, i.e. whether the member is an executive member, a non-executive member or an independent member. 8- The nature of membership must be clarified, i.e. whether the member is a candidate in his personal capacity or is a representative of a legal person. The Nominations and Remunerations Committee shall study the applications of the candidates received by it. Incomplete applications will not be considered. Voting in the General Assembly will be limited to those who have nominated themselves for membership of the Board in accordance with the policies, standards and procedures for membership of the Board of Directors and the provisions contained in this announcement. |
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