Board Committees

The Risk Management Committee is a sub-committee of the Board of Directors. The committee oversee and review the risk management framework at Group Level. The committee will oversee & verify the implementation of the group´s policy in accordance with risk management framework and conducting risk management activities.

The purpose of the Committee is to assist the Board by providing risk management oversight in the following matters (but not limited to):

• Preparing and reviewing the strategies and policies of risk management before it´s approved by the board of directors and ensuring the execution of these strategies and policies and the same is consistent with the nature and size of the group´s activity..
• Evaluate the risk management system for identifying and monitoring various risks that the group may be exposed to, in order to determine the weaknesses in this regard.
• Assist the board of directors in identifying and assessing the acceptable level of the risks, to ensure that the group does not breach this level of the risk after approval from the board of directors.
• Reviewing the organization structure of the risk management department and submitting its recommendations in this regard, prior to its approval from the board of directors.
• Preparing periodic reports regarding the nature of the risks that the group may be exposed to and submitting the same to the board of directors.
• The risk management committee should convene its meetings on periodical basis, at least four times annually and when needed, the minutes of the meetings should be recorded.

The Audit Committee is responsible for assisting the Board of Directors to ensure Soundness and Integrity of Financial Reporting and Internal Audit Systems.

The roles and responsibilities of the audit committee include but are not limited to the following:

• Review periodical financial statements prior to their submission to the board of directors and provide such board with opinion and recommendation concerning them, in order to ensure fairness and transparency of financial statements.
• Provide the board of directors with its recommendations concerning the appointment, re-appointment, or replacement of the external auditors, and specify the remunerations thereof. upon recommendation of appointment, it is considered to verify independence of such external auditors and review letters of their appointment.
• Follow up works of external auditors and ensure no services other than services related to audit functions are provided to the company.
• Consider remarks of external auditors on the company financial statements and follow up measures taken regarding them.
• Consider the applied accounting policies and provide the board of directors with opinion and recommendation in this regard.
• Evaluate the extent of sufficiency of internal audit systems in place, and prepare a report including the opinion and recommendations of the committee in this regard.
• Supervise the company’s internal audit department, in order to ensure its effectiveness in performing the operations and tasks assigned by the board of directors.
• Recommend appointment of an internal audit manager, his transfer, and removal, in addition to evaluating his performance, and the performance of the internal audit department.
• Review and approve audit plans proposed by the internal auditor and provide feedback.
• Review the results of the internal audit reports and ensure that the necessary corrective actions were taken concerning the observations stated in such reports.
• Review the outcomes of regulatory bodies reports and ensure that necessary measures were taken in this regard.
• Verify the company compliance with related rules, policies and regulations.

The Nomination & Remuneration Committee is a specialized committee formed by the Board of Directors whose key role will be the preparation of recommendations to the Board regarding all proposed nominations. The Nomination & Remuneration Committee establishes a comprehensive and transparent corporate framework for appointment of Directors and senior management of the Company in an effective manner.

The Nomination and Remuneration Committee is responsible for the lay down the remuneration policy review of the company’s remuneration framework and specify the Executive Management remunerations. The Committee also initiates and oversees the evaluation process of the Board and Committees. The Committee shall oversee remuneration related disclosures required in annual statutory reporting and provide advice to the Board on those disclosures.

Further, the Committee is responsible for recommending for nomination and re-nomination for the BOD membership, BOD committees, and senior management.