Corporate Governance

Rules and regulations of governance aim to achieve transparency, justice and grant accountable management of the company, and thus achieve the protection of the shareholders and holders of all of the documents, taking into account the interests of employers and workers and reduce the abuse of power in the public interest, leading to the development of investment and encourage the flow and the development of savings and maximize profitability and provide new job opportunities.

Importance of Corporate Governance

The Company places more importance on the Corporate Governance to achieve the following:

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1. Strengthening the management efficiency
2. Obtain funding at lower cost.
3. Enhance the supervision and audit procedures.
4. Support the Company’s social responsibility.
5. Ensure equality, transparence and fair treatment.
6. Avoid conflict of interest.

Corporate Governance within Mashaer Holding Company

Mashaer Holding Company “MASHAER” adopts the Corporate Governance guidelines issued by Capital Markets Authority (CMA) by virtue of the Resolution No. 72 of 2015 to regulate the decision making process in the Company and ensure transparency and reliability of such decisions.

BOD Composition

Board of directors are:

BOD Committees

BOD formed three committees that carries out their roles in accordance with charts, each of which sets out the term, authorities and responsibilities of each committee. These committees are:

1. Nomination & Remuneration Committee “NRC”.
2. Audit Committee “AC”.
3. Risk Management Committee “RMC”.

1. Nomination & Remuneration Committee “NRC”

NRC prepares the recommendations to BOD with respect to the proposed nominations for BOD membership and Executive Management, and lays down the policies and procedures that govern all remuneration and compensations. NRC meets at least once a year and whenever necessary.

2. Audit Committee “AC”

Formation of AC in MASHAER ensures the sound adoption of Corporate Governance rules. AC strives to reinforce the culture of compliance inside the Company by ensuring the soundness and integrity of the financial reporting and efficiency and adequacy of the Company’s internal control systems. AC meets on a quarterly basis (at least four times a Year) and whenever necessary.

Internal Audit Unit

An Internal Audit Unit is included in the approved organization structure and it is directly reporting to Audit Committee and ensures adequacy of the internal control systems, integrity and accuracy of the Company’s financial information and efficiency of the Company’s operations

3. Risk Management Committee “RMC”

RMC plays a vital role in the Company and extends its advice and support to BOD in implementation of risk management system by laying down the policies and procedures of risk management. The Committee is also responsible for oversight over the in-house risk management infrastructure and ensuring that the procedures for identification, assessment and treatment of risks are in place and risks are efficiently managed in line with the internal guidelines of the Company’s Risk Management Unit.

Risk Management Unit

The Risk Management Unit is included in the approved organization structure that is preliminarily engaged in measuring, following up and minimizing all types of risks the Company is exposed to. The Risk Management Unit is directly reporting to the Risk Management Committee.

The Executive Management

The Company’s Executive Management is comprised of persons entrusted with the day-to-day operations of the Company (Chief Executive Officer “CEO”, CEO Deputies, CEO Assistants, Senior Executives and the like). The Executive Management are entrusted with the following roles:

1. Implementing the Company’s strategic plans and their related policies and procedures.
2. Full responsibility for the overall performance of the Company and its financial results.

Code of Conduct & Ethics (Code of Conduct)

The Company expects BOD members and personnel to perform at the highest levels and act in a manner to improve the Company’s image and reputation. To this end, the Company developed a Code of Conduct that covers the required ethics and behaviors for every BOD member, officer and staff in their dealing with the shareholders and the public.

Code of Conduct & Ethics focuses on the principles of equality, transparency, accountability, integrity, professionalism, impartiality, loyalty and enthusiasm to achieve the Company’s mission and objectives.

The employees must abide by the provisions of the Code of Conduct & Ethics.

Policies & Bylaws

The Company adopts the policies and procedures as required by the Corporate Governance rules. These are:

• Audit Policy.
• Related Party Transactions Policy.
• Risk Management Policy.
• Shareholders’ Rights Policy.
• Disclosures & Transparency Policy.
• Social Responsibility Policy.
• BOD & Executive Management Training Policy.