|First: Standards for membership in the Board of Directors|
1- Comply with the terms of the policies, standards, and procedures for membership in the Board of Directors (attached).
2- A member of the Board must be professionally capable and have the required experience, knowledge, skill, independence, and willingness to continuously learn, enabling them to perform their duties efficiently and effectively. The nominee must be at least 25 years
3- Must not have been convicted for a crime against integrity, and honesty, convicted of a felony in the financial market commercial business, declared bankrupt, made certain arrangements with his creditors, or unfit for being a candidate according to current rules or instructions in the Kingdom.
4- Shall not be a senior executive, board member, or partner in a company that has been declared bankrupt or liquidated based on a court order.
5- The independent member shall not have any issues affecting independence
6- Must be not a board of directors of five listed joint-stock companies at the same time.
7- The candidate should be taken into account that there is no conflict of interest and should not be a government employee unless nominated as a representative of the entity.
8- Legal persons shall specify the names of their candidates.
Second: The required documents.
Each candidate for the Board members shall submit a nomination application to the company at the specified period along with the following:
1)Application for candidacy addressed to the NRC.
2)Fill out the required forms by the Capital Market Authority. Forms No. (3) and (1) (attached)
3)Statement of all the listed joint-stock companies of which the candidate was or is a board member and the committees of the board he was assigned to.
4)A nominee who previously served as a member of the Board of Directors of the company must submit a statement from the company’s secretary of the board for the last term served stating the following:
a-The number of Board meetings that took place during each year of the term, the number of meetings attended by the member and the percentage of his attendance to the total meetings.
b- The permanent committees in which the member participated, the number of meetings held by each of those committees during the session, the number of meetings attended and the percentage of the members attendance to the total meetings.
c-Summary of the financial results achieved by the company during each year of the session.
5)Membership type shall be clarified; whether the candidate is running as an executive member or a non-executive member or as an independent member.
6)The nature of membership shall be clarified; whether the candidate is nominating himself or if he is nominating himself as a representative for a legal person;
7)Attaching a clear and valid copy of the candidates national identity card, family card for individuals or the commercial registration for companies and institutions as well as the contact number of the candidate and any other information required by the rules and regulations.
8) All forms must be completed in Arabic and English
Voting in the General Assembly for the new term of the Board shall be restricted to candidates who meet the terms, conditions and criteria set out in this Announcement, taking into account that the cumulative voting will be used to elect the Board members.