The candidacy for membership of the Board of Directors will be in accordance with the controls and procedures stipulated in the Companies Law and the Corporate Governance Regulations issued by the Capital Market Authority, and the policies, standards and procedures for membership in the Board of Directors approved by the Company’s general assembly as follows: 1- A member of the Board of Directors shall not be a member of more than five listed joint stock companies at the same time. 2- A member shall not be a member of the Board of Directors of a competing joint stock company or operate in the same main activity as the company, without the approval of the General Assembly. 3- The nominee should not have previously been convicted of crimes against honor, honesty and integrity. 4- The nominee should not be bankrupt or insolvent. 5- The approval of his employer if he is a government employee. 6- It is required that a member of the Board of Directors be of professional competence who possesses the experience, knowledge, skill and independence necessary to enable him to perform his duties efficiently and competently. In particular, he shall have the following: - Leadership ability: to have leadership skills that qualify him to grant powers, which leads to motivating performance, applying best practices in the field of effective management, and adherence to professional values and ethics. - Competency: to have the appropriate academic qualifications, professional and personal skills, level of training and practical experience related to the Company's current and future activities, or management, economics, accounting, law or governance, as well as a desire to learn and train. - The ability to direct: to have technical, leadership and administrative capabilities, speed in decision-making, understand the technical requirements related to workflow, and be able to strategically direct, plan and have a clear future vision. - Financial knowledge: to be able to read and understand financial statements and reports. - Health fitness: not to have a health impediment that hinders him from exercising his duties and competencies. 7- The nominee should not have a conflict of interest, his values should be in line with the Company's values, and he should have sufficient time to perform his duties as a member of the Company's Board of Directors, and should regularly attend the Board's meetings. 8- The nominee should have knowledge of the local and international markets, knowledge of the Company's activities, and have relationships that serve the interests of the Company. 9- The nominee should have the ability to work within a team, experience in crisis management, and knowledge in identifying and controlling risks. 10- The nominee should have personal integrity, as the member of the Board of Directors represents all the shareholders, and he must abide by what achieves the interest of the Company in general and not what achieves the interests of the group he represents or that voted to appoint him to the Board of Directors. 11- The nominee must not be less than (25) years old. 12- Each shareholder has the right to nominate himself or one or more other persons for membership of the Board of Directors within the limits of his ownership percentage in the capital. Requirements for nomination for membership of the Board of Directors: The nominee for membership of the Board of Directors shall: 1- Submit the candidacy application signed thereby (according to the Company’s form - attached - in Arabic and English) to the attention of the Remuneration and Nominations Committee, attached thereto the CV Form No. (1) (Issued by the Capital Market Authority - attached - in Arabic and English), and Form (3) (issued by the Capital Market Authority - attached - in Arabic and English). The form can be downloaded through the link (cma.org.sa) with a clear copy of the nominee's identity and family record, with an explanation of the nominee's means of communication. 2- Provide the Company with all his qualifications, experience, works and achievements he has achieved in the membership of other boards (if any). 3- If the nominee has previously served as a member of the Board of Directors of Al-Gassim Investment Holding Company, he must attach to the candidacy application a statement from the Company’s management about the last term in which he became a member of the Board, including: - The number of board meetings that took place during each year of the term, the number of meetings he attended in person and the percentage of his attendance to the total meetings. - The permanent committees in which the member participated, the number of meetings held by each of those committees during each year of the meeting, the number of meetings attended by the member in person, and the percentage of his attendance to the total meetings. 4- Attach a statement of the companies or institutions that he shares in the management or ownership of and that carry out business similar to that of the company. 5- Attach a statement of the number and date of his membership in the boards of directors of joint-stock companies and the committees that he holds or continues to hold membership in, along with a statement from the management of joint-stock companies, of the number of meetings of the board of directors and committees, and the percentage of his original attendance to the total of meetings. A summary of the achievements and results achieved by the company during each year of the Board of Directors' term. 6- Attach all documents supporting what was stated in the candidacy application (qualifications, experience and membership of the boards of other joint stock companies). |