BOARD COMMITTEE
BOARD OF DIRECTORS & EXECUTIVE MANAGEMENT COMMITTEE

Board Committees

The company has three standing committees. The purpose and responsibilities of each of these committees are outlined in the committee charters adopted by the Board. According to the regulatory requirements of the Capital Market Authority. Board committees have been revised and reformed to comply with regulatory requirements. The current Board committees at Tharwa extend to:


Audit Committee
Audit Committee Structure 2016/2018:

The Audit Committee is composed of Four members; all of whom are non-executives:

  • YAQOUB YOUSEF AL-HASSAWI (Chairman)
  • MOHAMED JUMA AL-FAHAD (Independant Member)
  • BADER SALEH HAMED AL-ISSA (Member)
  • ABDULLAH JASEM KHALID AL-SAADOUN (Member)

Audit Committee Functions and Responsibilities

  1. Reviewing periodical financial statements before providing them to the Board of Directors, and provide the Board of Directors with opinion and recommendation concerning them.
  2. Reviewing the accounting policies and providing recommendations in this regards to being approved by the Board of directors.
  3. Recommending to the Board of Directors to appoint and  reappoint external auditors or change them, and specifying the fees there of.
  4. Following up on external auditors works and insuring that they do not provide any services to the company except for services related to the audit profession.
  5. Reviewing external auditors remarks on the company’s financial statements.
  6. Evaluating the extent of sufficiency of internal control conditions applied inside the company and prepare report includes opinion and recommendation about that.
  7. Supervising the internal audit in the company in order to ensure its effectiveness in the business and the implementation of the tasks set out by the Board of Directors.
  8. Recommend the appoint or remove Audit Department Manager, and evaluate his performance and audit department performance.
  9. Reviewing the suggested audit plans and provide the recommendations in this regards.
  10. Reviewing the results of the internal audit reports, and insuring the appropriate action has been taken.
  11. Review the results of regulatory reports and insuring the appropriate action has been taken.
  12. Verifying the company’s compliance with related laws, policies, systems, and regulations.

Risk Management Committee
Risk management Committee Structure 2016/2018:

The Risk Committee is composed of Three members; all of whom are non-executives:

  • ABDULLAH JASEM KHALID AL-SAADOUN (Chairman)
  • MOHAMED JUMA AL-FAHAD (Independant Member)
  • YAQOUB YOUSEF AL-HASSAWI (Member)

Risk Management Committee Functions and Responsibilities

  1. Prepare and review risk management strategies and policies prior to getting them approved by the Board of directors and verify application of such strategies and policies and that they are appropriate to the nature and extent of the company activities.
  2. Ensure provision of resources and systems sufficient for risk management.
  3. Evaluate systems and mechanisms of identifying, measuring, following up various types of risks, to which the company may be exposed, in order to identify the forms of failure concerning them.
  4. Assist the Board of directors to identify and evaluate the risks accepted in the company and verify that they don’t exceed such level after it’s approved by the Board of directors.
  5. Prepare periodical reports concerning the nature of risks exposed by the company and submitting such reports to the company Board of directors.
  6. Review the organizational structure of the risk management and providing recommendations in this regards prior to being approved by the Board of directors.
  7. Verify independence of the risk management employees from activities that cause the exposure to risks by the company.
  8. Verify that the risk management employees fully understand the risks surrounding the company and raise awareness of employees concerning risk culture.
  9. Consider issues aroused by the related Audit Committee, which may affect risk management in the company.

Nomination & Remuneration Committee

Nomination & Remuneration Committee Structure 2016/2018:

The NR Committee is composed of Three members; all of whom are non-executives:

  • YAQOUB YOUSEF AL-HASSAWI (Chairman)
  • MOHAMED JUMA AL-FAHAD (Independant Member)
  • ABDULLAH JASEM KHALID AL-SAADOUN (Member)

Nomination & Remuneration Committee Functions and Responsibilities

  1. Recommendation for nomination and re-nomination for a BOD and Executive management.
  2. The annual review for the requirements of the adequate skills for the candidates for BOD membership; attracting those willing to apply for executive positions as required; and the review of those applications.
  3. Establishing job description for the executive, non-executive and independent board members.
  4. Ensuring that the independence status of the independent board member(s) is still valid.
  5. Develop a clear policy for the remuneration of the BOD and top executive (executive management).
  6. Determining the different remuneration’s clusters that will be given to the employees, such as: fixed bonuses element, performance bonuses element, shares bonuses element, and end of services indemnity bonuses element.
  7. Prepare a detailed annual report of all the remuneration given to the BOD and the executive management whether such remuneration is in monetary amounts, interests, or benefits, whatever was its nature or name. This report should be presented to the company’s general assembly for approval.
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