Audit Committee (AC)
The principal role of the AC is to monitor the integrity of the Company’s financial statements, in accordance with the relevant financial reporting standards, in compliance with laws and regulations, to review and, where appropriate, make recommendations to the Board on internal financial controls, compliance, internal audit and to review the external audit process and External Auditors’ performance. The Committee shall also have oversight, through the Company’s RMC, for ensuring that the Company’s risk management processes are adequate and effective, particularly with regard to the impact on the Company’s financial reporting and its code of business conduct. A further lead role responsibility of the AC is the monitoring of the effectiveness, performance and objectivity of the compliance function and the internal audit function, through the compliance and internal audit functions reporting directly to the AC Chairman.
During 2021, the AC held eight (8) meetings. The following table details AC meetings held and the respected attendance.
| Committee Member Name | Role | 26 January |
4 March |
2 April |
10 August |
1 November |
2* November |
3* November |
22 November |
Percentage |
| Mr. David Hunt (Independent) | Chairman | Y | Y | Y | Y | Y | Y | Y | Y | 100 |
| Mr. Zaid Algwaiz (Independent) | Member | Y | Y | Y | Y | Y | Y | Y | Y | 100 |
| Mr. Sulaiman Alhatlan (Independent) | Member | Y | Y | Y | Y | Y | Y | Y | N | 90 |
| Mr. Walid Shukri (Independent) | Member | Y | Y | Y | Y | Y | Y | Y | Y | 100 |
| Overall percentage of AC Member Attendance |
100 | 100 | 100 | 100 | 100 | 100 | 100 | 75 | 97 |
*Meetings held on 2-3 November were the annual AC meetings with the Board of Directors.
Mr. David Hunt
AC Chairman
Mr. David has been an AC member since 2016, and the AC Chairman for the current term starting on 1 July 2019. Mr. Hunt is the owner and founder of Lynwood Consulting. He has over thirty-five years global experience in banking, financial services and insurance including twenty-five years as an International Manager with the HSBC Banking Group. Previously Managing Director for SABB Takaful (2005-2009) and CEO for Gulf Finance, Saudi Arabia. Special Advisor to the Actis private equity Group 2011-2012.
Qualifications
- BSc Banking and Finance, Loughborough University of Technology, UK (1987).
Mr. Sulaiman Alhatlan
Independent Member
Mr. Sulaiman has been an AC member for the full year. He possesses over twenty years of experience as a consultant, Board Member, or committee member in many sectors including industrial, financial, F&B, insurance, retail and real estate.
Qualifications
- Masters, Degree in Accountancy from California State University, San Diego (1998).
- Bachelor's Degree in Accounting from King Saud University, Riyadh (1994).
Mr. Walid Shukri
Independent Member
Mr. Walid joined the AC for the new term on 1 July 2019. Mr. Walid have a wide range of experience considering his previous experience being the Country Senior Partner of PricewaterhouseCoopers Saudi Arabia. Currently, Mr. Walid serves as Board Member in the following companies:
1. Board Member, and Chairman of Audit Committee, and Member of the Risk Committee of the Saudi Telecom Company (STC) (April 2021 to date).
2. Vice-Chairman of the Board, and Chairman of Audit and Risk Committee of the Saudi Electric Company (SEC) (January 2021 to date).
3. Vice-Chairman of the Board and Chairman of the Audit Committee of Saudi Agricultural and Livestock Company (SALIC)(PIF owned), (since December 2019).
4. Board Member and member of the Audit, Risk and Compliance Committees of MEPCO, latest term started May 2018 (originally joined in March 2014).
Qualifications
- BSc Industrial Management – Major in accounting
with Honors (King Fahd University of Petroleum
and Minerals). - Certified Accountant in the United States of America (CPA).
- Certified Accountant in the Kingdom of Saudi Arabia (SOCPA).
Mr. Zaid Algwaiz
Independent Board and AC Member
Bupa Arabia Independent Board Member since 2014 and became a member of the Audit Committee (AC) on July 2019. During the previous years at Bupa Arabia, he joined various committees’ membership; the Nomination and Remuneration Committee (NRC) as a member and Chairman, Investment Committee (IC) as Chairman and previously joined the Investment Committee (IC) as a member.
Mr. Zaid is a Board Member at Saudi National Bank (SNB) (Saudi PLC). He is currently serving his third term at Bupa Arabia.
Current Positions
- Saudi National Bank (Board and Excom Member, Risk Committee Chairman)
- Mohammed Ibrahim AlSubaie & Sons Investment Company (MASIC) (Risk and Assets and Liability Committee Chairman)
- Jeddah Central Development – Member of the Audit Committee.
- Saudi Properties General Authority – Member of the Investment Committee.
Previous Positions
- Mohammed Abdulaziz Al-Rajhi and Sons Investment Company (Board Member, AC Chairman)
- Wilaya Investment Company (Board Member, AC Chairman)
- Al-Rajhi Steel Industries (Board and AC Member)
- Saudi British Bank (SABB) (NRC Member)
- Noon Investment Company (AC Chairman)
- Thakher Real Estate Development Company (AC Member)
- Al-Yusr Leasing and Finance (Board Member)
- AlAwwal Capital (Board Member, AC Chairman)
- Middle East Specialized Cables Company (Board Member)
- HSBC Saudi Arabia Mutual Funds Board (Board Member
- Gulf Finance Company (Board Member)
Qualifications
- Bachelor of Accounting, King Saud University, KSA (1987)
Executive Committee (EC)
The purpose of the EC is to support the Board with the management of the business through the review and monitoring of all aspects of the operational performance of the Company, on a routine basis, to ensure that there are no barriers to achieving the strategy and objectives set. It provides recommendations to the Board on the annual income targets, and proposed dividends, accounting for solvency requirements, and also reviews and approves, as required per the SMRB, certain aspects of a commercial nature, including its charter. It also supports the Board and the business in ensuring that the Company is compliant with regulatory requirements.
During 2021, the EC held seven (7) meetings. The following table details EC meetings held and the respected attendance.
| Ec Member | 1 February | 16 March | 20 April | 8 June | 24 June | 20 September | 2 November | Percentage |
| Eng. Loay Hisham Nazer | Y | Y | Y | Y | Y | Y | Y | 100 |
| Mr. David Martin Fletcher | Y | Y | Y | Y | Y | Y | Y | 100 |
| Mr. Tal Hisham Nazer | Y | Y | Y | Y | Y | Y | Y | 100 |
| Mr. Nigel Sullivan (From 5 April 2021) | NA | NA | Y | Y | Y | Y | Y | 100 |
| Overall Total Percentage | 100 | 100 | 100 | 100 | 100 | 100 | 100 | 100 |
Eng. Loay Nazer
Non-Executive EC Chairman
Chairman and Board Member of Bupa Arabia since its inception in 2008. Founder and Chairman of the Nazer Group Ltd. and a Board Member of various Nazer companies. Former Chairman of Al-Ittihad Football Club, former Vice-Chairman of the Saudi Olympic Committee, former Chairman of the Saudi Arabian Judo Federation, and former CHI Board member.
Eng. Loay is not a Board Member in other Saudi PLCs. He is currently serving his fifth term at Bupa Arabia, representing Nazer Group Ltd.
Current Positions
Chairman
- Nazer Group Holding Company Ltd.
- Nazer Bupa for Medical Equipment Company (NBME)
Other Positions
- International Medical Clinics Company (Partner)
- Nazer Dialysis and Advanced Healthcare Services Co. Ltd (Partner)
- Diaverum Arabia Company (Board Member)
- Bupa Middle East Holdings Two W.L.L. (Board Member)
- UCLA Anderson School of Management Board of Advisors (Board Member)
Previous Positions
- Makkah Cluster Advisory Board – Ministry of Health (Chairman)
- Al-Ittihad Football Club (Chairman)
- National Unified Procurement Co. for Medical Supplies (NUPCO)
- Saudi Olympic Committee (Vice-Chairman)
- Saudi Arabian Judo Federation (Chairman)
- CHI (Board Member)
Qualifications
- MBA, Anderson Graduate School of Management, UCLA,
USA (1989) - BSc Mechanical Engineering, UCLA, USA (1987)
Mr. David Fletcher
Non-Executive EC Member
Representing the foreign shareholder: Bupa Investments Overseas Limited (BIOL)
Bupa Arabia Board member and Vice-Chairman, since 2014. Currently, Bupa Group Chief Risk Officer, and member of its Chief Executive Committee. He is also a Non-Executive Director of Niva Bupa (previously known as Max Bupa), Bupa’s associate health insurance business in India. Mr. Fletcher has extensive international experience in insurance and banking, having held various senior positions at Standard Chartered and Citibank, including the roles, Head of Audit and Country CEO.
Mr. Fletcher is currently serving his third term at Bupa Arabia, representing BIOL.
Current Positions
- Bupa (Chief Risk Officer)
- Bupa (Chief Executive Committee Member)
- Bupa Middle East Holdings Two W.L.L.
(Non-executive Director) - Niva Bupa Health Insurance Company Ltd.
(Non-executive Director)
Previous Positions
- BUPA International Development Markets (CEO)
- Bupa (Chief Internal Auditor)
- Ex-President Director/CEO, Bank Permata Indonesia
Qualifications
- BA Honours in Modern History, Durham University, UK (1985)
Mr. Tal Hisham Nazer
Executive EC Member – CEO
Bupa Arabia CEO/Board Member since its inception in 2008.
Mr. Tal is not a Board Member in other Saudi PLCs. He is currently serving his fifth term at Bupa Arabia.
Current Positions
Board Member
- Nazer Group Holding Company Ltd.
- Ebda Co. ownership (25%)
- Modern Computer Program Co. Ltd. (MCPC)
- Arabian Medical Marketing Company (NAWAH)
- Quick Solutions for Trading Company (Under Liquidation)
- ASAS Healthcare Co. Ltd.
- Bupa Middle East Holdings Two WLL (Bahrain)
- Financial Academy
- Endeavor Saudi Arabia
Other Positions
- Najm for Insurance Services Company (Board Chairman)
- Cool Inc. Co. (Board Chairman-47%)
- Chief Executive Committee of Bupa Group (Advisor)
- CHI’s Private Health Insurance Strategic Committee (Member)
- SAMA Insurance Executive Committee (Member)
- Tal Hisham Nazer Company Limited (General Manager)
- Liyana Holding Company (General Manager)
- Young President Organization (Member)
- Young Global Leaders (Member)
Previous Positions
Board Member
- SAMA Insurance Companies General Committee
- Human Resources Development Fund (HRDF)
- Choate Rosemary Hall, New York, USA
- Nazer Dialysis and Advanced Healthcare Services Co. Ltd.
- Arab Conference Organizing Co. (ARC)
- Nazer Bupa for Medical Equipment Company (NBME)
Qualifications
- MBA Finance and Buyouts, Wharton, USA (2001)
- Bachelor of Economics, UCLA, USA (1996)
Mr. Nigel Sullivan
Non-Executive EC Member
Representing the foreign shareholder: Bupa Investments Overseas Limited (BIOL)
Bupa Arabia Board member since 2021. Currently Bupa Group Chief Sustainability and People Officer. He is a member of Bupa’s Chief Executive Committee.
Mr. Sullivan has extensive international experience in Human Resources having started his career at the Rover Group and has held senior HR positions at Nortel Networks, Marconi and Wincanton PLC where he was Group HRD.
Current Positions
- Bupa (Chief Sustainability and People Officer)
- Bupa (Executive Team Member)
- Bupa Investments Overseas Limited (BIOL) (Non-Executive Director)
Previous Positions
- Noble Foods Ltd. (Non-Executive Director)
- Talk Talk Telecommunications Group PLC (Group Human Resources Director)
- Royal United Hospitals NHS Foundation Trust Bath (Non-Executive Director)
- Wincaton plc (Group Human Resources Director and Board Member)
- Marconi Corporation PLC (Divisional Human Resources Director)
- Nortel Networks (Divisional Human Resources Director)
Qualifications
- Post-Graduate Diploma in Personnel Mgt. (CIPD) (1990-1991)
- BSc Environmental Science (2i) (1985-1989)
Investment Committee (IC)
The purpose of the IC is to assist the business in developing its investment policy and to thereafter, supervise its adherence to it. The Committee is tasked with overseeing the Company’s investment process and strategic approach in order to optimize returns within the Board-approved risk parameters while taking into account liquidity requirements and solvency constraints. The IC also monitors investment performance regularly as well as the adherence to guidelines and limits as per the IPS, SAMA’s Shariah requirements. Lastly, the IC approves investment decisions as per the IC Charter Authority Matrix.
During 2021, the IC held four (4) meetings. The following table details IC meetings held and the respected attendance.
| IC Member | 8 March | 22 April | 7 July | 1 November | % |
| Mr. Osamah Shaker | Y | Y | Y | Y | 100 |
| Mr. Selman Alfares | Y | Y | Y | Y | 100 |
| Mr. Andrew Bailey | Y | Y | Y | Y | 100 |
| Overall Total % | 100 | 100 | 100 | 100 | 100 |
Mr. Osamah Shaker
Independent Chairman
GIB Capital CEO and Board Member since 2016, Investment Committee Chairman and Member at Bupa Arabia since January 2019.
Qualifications
- Master of Science in Statistics from Colorado State University, USA.
- Bachelor of Administrative Sciences in Quantitative Methods from King Saud University, KSA.
Mr. Selman Alfares
Independent Member
Mr. Selman has been the CEO of AlMajd AlArabiyah since 2017.
Chairman at Falcom Holding, Board Member at Gulf International Bank (GIB), Board Member at Al Ra’idah Investment Company, Board Member at Hassana Investment Company since 2018, and Vice-Chairman TechInvest.
Qualifications
- Bachelor of Science in Computer Information Systems from Arizona State University, USA.
Mr. Andrew Bailey
Non-Executive Member
Head of Asset Management for the Bupa Group and prior to this occupied various treasury and investment management roles in UK listed corporates.
Qualifications
- Chartered Financial Analyst (CFA).
- Qualified member of the Association of Corporate Treasurers (AMCT) and Society of Technical Analysts (MSTA).
- Investment Management Certificate (IMC).
- Bachelors in Economics and Philosophy.
Nomination and Remuneration Committee (NRC)
- To effectively manage Board, and Board Committees, member appointments, in accordance with both regulations and the approved policies and procedures, through recommendation to the Board, or regulators, where required. This includes ensuring the independence of the independent members, the absence of any conflict of interest, and that there are no reasons, versus the regulatory requirements, preventing the proposed membership(s), of Board, and Board Committees, members, prior to submission to SAMA by the Company.
- To evaluate the structure and composition of the Board, and the Board Committees, and recommend changes to the Board.
- To annually review the requirements of suitable skills for membership of the Board, and Board Committees, and reflect updates of the same within the Nomination and Appointment Policy and Procedure, for the approval of the public shareholders.
- To develop clear policies regarding the compensation and remuneration of the Board, and Board Committee members, following industry/market benchmarking, and to make such recommendations to the Board.
- To recommend the Company’s Long-Term Incentive Plan (LTIP) to the Board.
- To recommend the Company’s Chief Executive Team Remuneration Policy and Employee Remuneration Policy to the Board.
- To review and approve the remuneration and incentive payments (short-term incentives/bonuses and Long-Term Incentive Plan (LTIP)) of the CEO, CET, and the Company.
- To recommend succession plans for the Board and the Board Committees to the Board.
- To establish and monitor succession plans for the CEO and the CET.
- To annually assess/evaluate the performance of the Board, Committees, and their respective members.
During 2021, the NRC held three (3) meetings. The following table details NRC meetings held and the respected attendance.
| NRC Member | 28 February | 6 May | 7 July | Percentage |
| Ms. Huda Bin Ghoson | Y | Y | Y | 100 |
| Mr. Omar Najjar | Y | Y | Y | 100 |
| Mr. Martin Houston | Y | Y | Y | 100 |
| Overall Total Percentage | 100 | 100 | 100 | 100 |
Ms. Huda Bin Ghoson
Independent NRC Chairwoman
Bupa Arabia Independent Board Member since July 2019. Ms. Huda was the Executive Director of Human Resources at Saudi Aramco. She is currently a member of the Saudi Telecommunications Company (STC) Nomination and Remuneration Committee.
Ms. Huda is currently serving her first term at Bupa Arabia.
Current Positions
- Saudi Telecom Company (STC) (NRC Member)
Previous Positions
- General Organization for Social Insurance (GOSI) (Board Member)
- Saudi Aramco (Executive Director)
- Yanbu Aramco Sinopec Refining Company (YASREF) (Board Member)
- Johns Hopkins Aramco Healthcare Company (JHAH) (Board Member)
- Saudi Aramco Asia Company (SAAC) (Board Member)
- Board of Trustees of the Arabian Society of Human Resources Management (ASHRM) (Chairwoman)
- Saudi Aramco Development Company (SADCO) (Board Member)
- Saudi Aramco Investment Management Company (SAIMCO) (Board Member)
- Credit Suisse Saudi Arabia Bank (Board Member)
- Institute of Public Administration (Board Member)
Qualifications
- MBA from the American University of Washington, D.C., USA
- BA in English Literature from the King Saud University in Riyadh
Mr. Omar Najjar
Independent Member
Chief Programs Officer at MiSK Foundation, supporting the Organization’s ambitious strategy by leading on MiSK’s programs and initiatives. His global experience has seen him hold leadership positions with Saudi Ground Services, Downstream Business in Tasnee, King Abdullah Economic City and Unilever.
Qualifications
- MBA from London Business School.
- MSc and BSc degrees in Industrial and Systems Engineering.
Mr. Martin Houston
Non-Executive NRC Member
Representing the foreign Shareholder: Bupa Investments Overseas Limited (BIOL)
Bupa Arabia Board Member since 1 October 2018 and served as a Non-Executive Director on the main Board of Bupa, from January 2014 until 31 December 2019.
Mr. Houston was appointed as Chairman of the Board of the EnQuest PLC, effective 1 October 2019. He is also the Vice-Chairman of Tellurian Incorporated, and the Advisory Chairman of Moelis and the Company’s Global Energy Group. He is also a Non-Executive Director of CC Energy, a private exploration and production company. Mr. Houston was previously employed by BG Group PLC, and its predecessor companies, retiring after 32 years in February 2014 as Chief Operating Officer and as a member of the Board.
Mr. Houston is currently serving his second term at Bupa Arabia, representing BIOL.
Current Positions
- Tellurian Inc (Vice-Chairman)
- Moelis and Company (Global Energy Group Chairman – advisory role)
- CC Energy Limited (Board Member)
- EnQuest PLC (Chairman)
Other Positions
- Fellow of the Geological Society of London
- Radia Inc (Advisory Board Member)
Qualifications
- Bachelor of Geology, Newcastle University, UK (1979)
- Master of Science, Petroleum Geology, Imperial College, London, UK (1983)
Risk Management Committee (RMC)
The main purpose of the RMC is to assist the Board in its risk management strategy and risk oversight across Bupa Arabia. This includes overseeing the current risk exposures and risk strategy, development of the overall risk appetite and tolerance, monitoring the effectiveness of the risk management framework including risk policies, process and controls, and the promotion of a risk aware culture throughout Bupa Arabia.
The Committee is committed to excellence in risk management and enhancing Bupa Arabia by:
- Being sighted on risk and engaging risk management to deliver sustainable performance.
- Owning the whole of Bupa Arabia’s risk profile and acting on risk themes holistically.
- Recognizing emerging risks and proposing risk appetite changes to the Board, as needed.
- Defining and owning Bupa Arabia’s risk culture and the mechanisms for installing it.
- Recommending policies for the approval of the Board, as per its Charter.
- Oversight of the implementation of Corporate Governance, per the CMA Corporate Governance Regulations Articles 94 and 95.
During 2021, the RMC held five (5) meetings. The following table details RMC meetings held and the respected attendance.
| RMC Member | 26 January | 9 March | 16 June | 19 October | 14 December | Percentage |
| Dr. Khalid Al-Faddagh | Y | Y | Y | Y | Y | 100 |
| Dr. Abdulla Elyas | Y | Y | Y | Y | Y | 100 |
| Mr. James O’Reilly | Y | Y | Y | Y | Y | 100 |
| Mr. Rami Makarem | Y | Y | Y | Y | Y | 100 |
| Overall Total Percentage | 100 | 100 | 100 | 100 | 100 | 100 |
Dr. Khalid Al-Faddagh
Independent RMC Chairman
Board Member and Chairman of the Audit and Risk Committee at the Eastern Healthcare Cluster, Board Member and Chairman of the Audit and Risk Committee at Vision Invest, Audit Committee Member at SABIC and SPIMACO, Board Risk Committee Member at the PIF and GOSI.
Qualifications
- PhD in Mechanical Engineering, Applied Mechanics from the Imperial College, London University, UK.
- Master of Science in the same major from the Victoria University of Manchester, UK.
Dr. Abdulla Elyas
Independent Member
Independent Board Member at Bupa Arabia and Risk Management Committee Member since July 2019.
Dr. Abdulla Elyas is a co-founder of Careem, the ride hailing company and Super App acquired by Uber in 2019. He’s currently Chairman of its business in KSA. Prior to that, he co-founded Enwani, a cloud-based addressing and home delivery start-up that was acquired by Careem in 2014. He serves as a Board Member at the Saudi Arabian SME Authority, at Endeavor KSA, and at the EduTech start-up Noon. He’s also an advisory board member of the VC firm Raed Ventures. Abdulla chairs the governmental initiative to enable five Saudi unicorns by 2025 and is a regional angel investor. Previously, he led management consulting engagements in Europe, the US, South East Asia and the Middle East.
Dr. Abdulla is not a Board Member in other Saudi PLCs. He is currently serving his first term in Bupa Arabia.
Current Positions
- Careem Inc. (Co-founder and KSA-Chairman)
- Small and Medium Enterprise Authority KSA (Board of Directors)
- Endeavor KSA (Board of Directors)
- Raed Venture Capital (Board of Advisors)
- Noon Academy Inc. (Board of Directors)
Previous Positions
- PIF (Investment Committee)
- Rocket Internet SE (Agent KSA)
- Enwani (Co-founder and Managing Director)
- Scheer Management Consulting (Senior Management Consultant)
Qualifications
- PhD in Business Administration from RWTH Aachen, Germany
- MSc in Computer Science, from RWTH Aachen, Germany
Mr. James O’Reilly
Non-Executive Member
Currently Chief Risk Officer for Bupa Global and UK, since December 2020, and was previously the Risk and Compliance Director of the Bupa Global division (2018-2020).
Qualifications
- Fellow of the Association of Chartered Certified Accountants (ACCA), UK, (since 2015), having been a member since 2010.
Mr. Rami Makarem
Non-Executive Member
Currently, the Chief Executive Officer of Nazer Holding Group Ltd., Rami sits on various Boards of Directors of companies owned by the Group.
Previous to this role, Rami was the Chief Financial Officer of a leading diversified conglomerate in the United Arab of Emirates.
Qualifications
- Executive MBA from the London Business School.
- Post-Graduate Diploma in Financial Strategy from the Said Business School at Oxford University.
- Bachelor’s Degree in Arts, Business Administration from the American University of Beirut, Lebanon.