|In accordance with the provisions governing membership of the Board of Directors stipulated in the Companies Law issued by Ministry of Commerce, the Corporate Governance Regulations issued by the Capital Market Authority, the Company’s Articles of Association, and the Nomination and Remuneration of stc Board members and the members of its standing Committees and Remuneration of the Executive Management Policy approved by the General Assembly, the terms and conditions for Board membership candidacy are as follows:|
First: Terms for choosing members of the Board of Directors:
1- The Board member should have sufficient professional adequacy, experience, knowledge, and necessary skill, as well as the academic qualifications, which will enable them to carry out their duties efficiently and accurately, in addition to the effective contribution in managing, fostering, and protecting the Company’s profits\interests.
2- Not to serve as a member of more than five Boards of listed joint-stock companies at the same time.
3- Healthy, free from any medical problems which hinder them from carrying out their duties and tasks.
4- Not an employee in a competing company, or take part in any activity that competes with the Company.
5- Not a Government employee (except Government nominees and representatives of shareholding Quasi-Government bodies).
6- Never been removed or fired from the Board of Directors of a joint-stock company or from any department due to carelessness, poor management, or irregular attendance of Board of Directors or its Committees meetings.
7- Never been convicted of any offence involving breach of honor or integrity.
Second: Requirements for nomination for Board of Directors membership:
1- A letter should be presented within a month from opening the registration to the Company’s management indicating the candidate’s interest in being a Board member. The letter should include the Curriculum vitae, qualifications, and experience in the Company’s activities according to relevant forms and requirements.
2- A list of the current Boards’ memberships.
3- A list of companies or corporations which practice similar activities and the candidate participates in their ownership or management.
4- A disclosure of any conflict of interest cases should be presented to the Board of Directors and the General Assembly according to the regulations stated by the organization which includes:
- Any direct or indirect interest in the Company activities and contracts.
- Being part of any business that competes with the Company or any of its activities.
5- A list of the previous Boards’ memberships and their dates. If the Company’s previous Board of Directors included in that list, the candidates shall state the Board term and the Company shall complete the remaining procedures.
6- Submit a signed copy of form No. (3) issued by the Capital Markets Authority for Board membership candidacy (Attached).
7- Submit a signed copy of form No. (1) Curriculum vitae in Arabic and English (Attached).
8- A clear and valid copy of the national ID and a copy of the commercial registration of companies and institutions, along with the candidate’s personal contact numbers.
9- Review relevant rules and regulations, including the Nomination and Remuneration of stc Board members and the members of its standing Committees and Remuneration of the Executive Management Policy, found on the company’s website