In light of the provisions regulating membership in the Directors Board stipulated in the Companies Law and Corporate Governance Regulations, in addition to the policy, standards and procedures for membership in the Directors Board approved by the General Assembly, the conditions and procedures for the membership nomination in the Directors Board are as follows: 1- Fulfill of Board of Directors membership’s general conditions and the nomination requirements contained in the policy, standards and procedures of the Board of Directors’ membership approved by the General Assembly of the Company (attached) 2-The nominated member must not hold membership in more than five listed joint stock companies at the same time. 3- Submit during the period specified in the announcement a signed letter (as per the attached form) signed by the candidate declaring his\her desire to be nominated for the board of directors’ membership, accompanied by all the necessary requirements. 4- Submit Form No. (1) CV (attached). 5- Submit signed copy of Form No. (3) Issued by the CMA for Board membership nomination (attached). 6- A detailed resume that includes information about the profession, the primary position currently held, and qualifications and experience in the company’s business field. 7- Submit a statement containing details of the number and dates of his/her memberships on the boards of directors of joint stock companies and the committees that he\she have assumed or still a member of. 8- Submit a statement in which the candidate discloses any direct or indirect interest in the business and contracts executed for the company. 9- Submit a statement containing details of companies or institutions that the candidate participates in managing or owning, and which conduct similar business to the Company. 10- Attach clear photocopies of valid national ID card, family card and a passport (for non-Saudi). 11-If the candidate has previously held the membership of Naseej International Trading Co Board of Directors, he must attach to the candidacy application a statement from the company’s management about the last session in which he was a member of the Board, including the following information: • The number of board meetings that took place during each of the years of the session, the number of meetings attended by the member on his own behalf, and his attendance rate for the total meetings. • The permanent committees in which the member participated in, the number of meetings held by each of those committees during each year of the session, the number of meetings he attended, and the percentage of his attendance to the total meetings. The Remuneration and Nominations Committee will study the applications received by the candidates in accordance with the approved policies and standards, noting that voting in the General Assembly will be limited to those who nominated themselves for Board membership in accordance with the previous controls. |