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Saudi Reinsurance Company “Saudi Re” Announces opening of nominations for membership of the Board of Directors for two vacant seats for the current session

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IntroductionSaudi Reinsurance Company (Saudi Re) announces to its shareholders the opening of nomination for Board Membership for two vacant seats to complete the current session, which ends on 20/10/1444H corresponding to 10/05/2023, for those who have the conditions and qualifications of membership system and in accordance with the conditions, controls and requirements contained in the statutory provisions, especially the Companies Law issued by the Ministry of Commerce, and the Corporate Governance Regulations issued by the Capital Market Authority, the instructions issued by the Saudi Central Bank and the requirements for appointment to leadership positions in financial institutions subject to the supervision of the Saudi Central Bank well as the Corporate governance issued by SAMA, as well as the policy, criteria and procedures for nomination to the Board of Directors of the Company, as well as the regulations applicable to the appointment of directors..
Type of AssemblySupplementary Session
Assembly Start Date2020-05-10 Corresponding to 1441-09-17
Assembly End Date2023-05-10 Corresponding to 1444-10-20
Number of members2
Application Start Date2022-10-02 Corresponding to 1444-03-06
Application End Date2022-10-31 Corresponding to 1444-04-06
Applications Submission Method1- By hand at Saudi Re HQ at the following address: 4130 North Ring Rd, Al Wadi Dist, Riyadh 13313 – 6684, Kingdom Of Saudi Arabia.

2- Via email at: Nomination@saudi-re.com

For any further questions or inquiries, please contact the Investor Relations Department at:

- Phone: +966-11-510-2000 Ext. 181

- E-mail: Invest@saudi-re.com

Application Requirements1. Each shareholder shall be entitled to nominate his / herself to the membership of the Board.

2. The approval of the Saudi Central Bank on the candidates.

3. Honesty, integrity and sincerity in his work and showing the highest standards of good conduct.

4. The candidate does not have a conflict of interest.

5. Integration of the candidate's experiences with the experiences of the rest of the council members.

6. Skill, experience, leadership, practical sense, integrity, wisdom, age, experience in the corporate field.

7. Experience in leading a listed company, majoring in insurance, reinsurance or the investment sector.

8. The ability to make decisions.

9. The candidate should have sufficient experience, honesty and managerial skills that contribute to enhancing the company's leading role

10. The candidate shall not serve on the board of directors of more than five listed companies simultaneously.

11. The candidate should not have been convicted by a judicial ruling or a crime of dishonesty.

12. He shall not be a government employee, unless he is a representative of a government entity, companies established by the State, or persons of public legal status.

13. The candidate should not be insolvent or bankrupt.

14. The candidate shall not be a member of a board of directors or a member of an emerging committee or occupy any of the leading positions in another Saudi insurance and / or reinsurance company.

15. An act by the candidate to conduct contrary behavior in financial markets or business.

16. The candidate should have scientific and practical experience.

17. The candidate must be in compliance with the provisions of the applicable laws, regulations and instructions.

18. The candidate shall be committed to allocate sufficient and appropriate time to carry out his competence and duties towards membership.

19. The candidate shall enjoy independence and non-conflict of interest.

Contraindications:

None of the following persons may be nominated for membership in a board of directors:

1. If he was previously convicted of a crime against honor and honesty.

2. If he has a statutory impediment or a judicial order preventing him from membership of the Board of Directors, such as exceeding the minimum number of memberships of boards of directors, or issuing a decision by the Committee for the Resolution of Securities Disputes that prevents him from working in companies listed in the market.

3. If his candidacy is inconsistent with the availability of the minimum number of independent members, as determined by the laws and regulations.

Nomination Requirements: (Attached)

All forms must be completed in Arabic and English to comply with the requirements of CMA’s Circular Number (I/7/5/6465/20) dated 26/10/2020 and any application that does not complete the following requirements will be excluded: ( Attached )

1. Completing and signing the nomination form in Arabic and English by the candidate and filling the attached tables, taking into account the periods and times stipulated in the company's announcement, regulations, regulations, circulars and related decisions.

2. Resume, qualifications and previous and current experience in Arabic and English.

3. Attach a clear copy of the ID (Passport, National ID, Resident ID), contact indformation of the candidate, proof of address / national address and e-mail address.

4. Fill the fit and proper application form in Arabic and English.

5. Fill out Disclosure Form No. (3) in Arabic and English.

6. A statement of the companies or institutions in which the candidate participates in the management or ownership of the company and conducts business similar to insurance or Re-insurance business or has contracts or common interests with the company in Arabic and English.

7. A candidate who has previously served on the board of directors of a joint stock company shall attach a statement of the number and dates of the boards of directors of the companies of which he is a member. Membership of the Council including the following information:

o The number of meetings of the Board of Directors held during each year of the session, the number of meetings attended and the percentage of attendance to the total meetings

o Standing Committees in which the member participated and the number of meetings held by each of these committees during each year of the session and the number of meetings attended and the proportion of attendance to the total meetings

o Summary of the financial results achieved by the company during each year of the cycle

8. If the candidate is elected to the Board of Directors, the candidate shall submit the required disclosures in accordance with a policy that conflicts with the interests of the members of the Board of Directors and the members of the committees.

9. In the case of the interests of the candidate or the representative directly or indirectly with the company, he must provide a detailed statement in addition to any information related to any contract to which the company is a party and the candidate has a fundamental interest or any person related to him or if he participates in an action that would compete with the company in its works.

Candidate Conditions
Attached Documents  

The Capital Market Authority and Saudi Exchange take no responsibility for the contents of this disclosure, make no representations as to its accuracy or completeness, and expressly disclaim any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this disclosure, and the issuer accepts full responsibility for the accuracy of the information contained in it and confirms, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts or information the omission of which would make the disclosure misleading, incomplete or inaccurate.

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