The Board of Directors carries all the work required to manage and develop the company and achieve its goalsand strategy, according to its purposes and limits of this power are provided by law or the articles of association of the company or the decisions of the General Assembly, as it can distribute the work among its members, according to the nature of the company’s business, Also BOD should works to avoid conflict of interest.
The role of the Board is to govern the Company. The Board of Directors will exercise its duties collectively and independently, and will devote sufficient time to its responsibilities, and work in good faith and in total dedication to the interests of the company and its shareholders.
Board of Directors Structure 2016/2018:
The Board of Directors is composed of five members; all of whom are non-executives:
- MARZOUQ FAJHAN AL-MUTAIRI (Chairman)
- BADER SALEH HAMED AL-ISSA (Vice Chairman)
- YAQOUB YOUSEF AL-HASSAWI (Director)
- ABDULLAH JASEM KHALID AL-SAADOUN (Director)
- MOHAMED JUMA AL-FAHAD (Director and Independent)
Board of Director main Functions and Responsibilities
- Determine the mission, vision, the company’s overall strategy and major action plans & its review.
- Ensuring the level of compliance with the policies and procedures that emphasize the respect of the company to the internal systems and by-laws that are implemented by the company.
- Ensure that the organizational structure of the company is characterized by transparency and clarity, allowing decision-making process and to achieve the principles of good governance, separation of powers and authorities in between each of the Board of Directors and Executive Management.
- Developing a corporate governance system for the company, and insure this system does not conflict with the Capital Markets Authority regulation and its supervision and control over its the effectiveness and modify it as needed.
- The formation of specialized committees in accordance with the Charter that illustrates its duration , authorities and responsibilities of the committee and how to control it, also includes the formation decision naming the members and determine their duties and their rights and duties as well as the evaluation of the performance and the work of these committees key members.
- Determine the authorities that are delegated to the executive management, and decision-making procedures and duration of the delegation. It also identifies issues that the Board retains the authority to decide where.
- Control and supervision on the performance of members of the executive management and to make sure they perform all their functions, and the Board must ensure that the executive management operates according to policies and regulations approved by the board of directors.
- Appoint or remove any of the members of the executive management including the Chief Executive Officer and equivalents.
- Determining the remuneration categories given to employees and executive management.
- Approving the interim and annual financial statements.
- Ensure the accuracy and integrity of the data and information to be disclosed, according to the policies and systems of disclosure and transparency work force.
- Establish effective communication channels to enable the company’s shareholders informed continuously and periodically on the various aspects of its activities and significant developments.
- Develop a policy governing the relationship with stakeholders in order to save their rights.
- Develop a mechanism to regulate transactions with related parties so as to reduce conflicts of interest.
- Follow up the performance indicators for BOD member and executive management in consistent with key performance indicators (KPIs).