Chapter 4 Disclosure and Transparency
2. Audit Committee The Audit Committee is responsible for verifying the adequacy of the internal controls in a manner that achieves the specified objectives of the Company and protects the interests of the shareholders. This Committee is entitled to have access to all information, data, reports, records, and other details it deems important. In addition, it examines the annual interim financial statements prior to their submission to the Board of Directors. The Committee is also responsible for examining the accounting policies and recommending to the Board the appointment and remuneration of the Company Auditors for the fiscal year, and verifying the independence of the internal auditors. After reviewing the existing internal controls as manifested in the systems approved by the internal audit department, the Committee confirms the soundness and effectiveness of the internal audit and control systems that are being implemented by a team of qualified auditors, specialized in risk management and quality control. The Committee do not have any material observations. The General Assembly of the Company has approved the rules for the selection of Audit Committee members, their term of membership and working methodology. The Board of Directors has set the remuneration for the members of this committee. Attendance Details of the Chairman and members of the Audit Committee during 2013
Meeting Number
Name
Title
1
2
3
4
5
6
Total
Nasser Mohammed Al-Kahtani
Chairman
6
3
3
3
3
3
3
Saleh Abdullah AlDebasi
Member
5
5
3
3
3
3
3
Abdullah Ali Al-Ajaji
Member
6
3
3
3
3
3
3
Ahmed Abdullah Al-Moghamis
Member
6
3
3
3
3
3
3
3. Nomination and Remuneration Committee This Committee is responsible for making nominations for membership in the Board of Directors for the next term, the annual review of the requirements and skills required for Board membership. The Committee as well as reviews the structure of the Board of Directors and recommends changes as may be necessary, identify the weaknesses and strengths of the current Board propose measures to address them in subsequent sessions, putting in place clear policies for the compensation and remuneration of the Board of Directors and Senior Executives based on their performance. The Company’s Ordinary General Assembly has approved the rules for selecting the members of the Nomination and Remuneration Committee, as well as the duration of membership, and method of work. The Board of Directors has determined the remuneration for the members of this Committee. Attendance Details of the Chairman and members of the Nomination and Remuneration Committee during the Year 2013
Meeting Number
Name
Title
1
2
3
Total
Abdullah Sulaiman Al-Rubaian
Chairman
3
3
3
3
Nasser Mohammed Al-Kahtani
Member
3
3
3
3
Abdulkarim Ibrahim Al-Nafie
Member
3
3
3
3
Saleh Abdullah AlDebasi
Member
2
3
3
5
Abdullah Ali Al-Ajaji
Member
3
3
3
3
Executive Management The Company’s Executive Management is delegated by the Board of Directors to manage the Company’s business. This role is carried out by the Chief Executive Officer (CEO) assisted by deputies and heads of the business sectors and the subsidiaries. This Executive Management is responsible for the financial, administrative, technical, operational, information technology, and risk management activities, and all activities related to the Company’s business. Committees are also formed as per the requirement to provide assistance in executing certain activities and contingent tasks. Pursuant to the powers vested in them by the Board of Directors, the Executive Management is committed to act in line with the approved policies and to implement the strategic and operational plans to develop the Company’s business and serve the interests of the shareholders, without reserving any investment for the benefit of the Company’s employees other than their legal entitlements. It is also to be noted that the five Senior Executives including the CFO do not own any share options, subscription rights or debt instruments in the holding Company or any of its subsidiaries according to the Tadawul records as at December 31st, 2013 except that stated in the Executive Management ownership table below.
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