The purpose of the Board is to set strategy and deliver value to all shareholders and stakeholders, in compliance with the regulations and laws of the Kingdom in an ethical and transparent manner. The Board is responsible for the Company’s values, mission and long-term vision and for providing strategic direction and guidance for the Company’s operations, including the ultimate responsibility of ensuring the Company follows exemplary corporate governance and ethics and for the provision of a robust system of internal controls and procedures to be in place to fulfil compliance of the Company, in both content and timeliness, with all the requirements of all the applicable laws and regulations of the jurisdictions in which it operates.
The Board is responsible for establishing Board Committees, as stipulated by regulations, to support the Board in achieving its responsibilities, and to support the Executive Management. The Board is responsible for establishing and approving matters it deems significant enough to be reserved for only the Board's decision and for those matters which it delegates to the relevant Board Committees [both as specified within the Board approved Schedule of Matters Reserved for the Board (SMRB) and the Board Delegated Authorities Framework (BDAF)].
| Membership Role | Board Member Name | Nationality | Term Number | For the current term representing: |
| Ms. Huda M. Bin Ghoson | Saudi | 1st | Not applicable | |
| Independent | Mr. Zaid A. Algwaiz | Saudi | 3rd | Not applicable |
| Dr. Abdulla N. Elyas | Saudi | 1st | Not applicable | |
| Eng. Loay H. Nazer | Saudi | 5th | Nazer | |
| Non-Executive | Mr. David M. Fletcher | British | 3rd | BIOL |
| Mr. Nigel Sullivan* | British | 1st | BIOL | |
| Mr. Martin J. Houston | British | 2nd | BIOL | |
| Executive | Mr. Tal H. Nazer | Saudi | 5th | Not applicable |
| Mr. Nader Ashoor | Saudi | 1st | Not applicable |
* Mr. Nigel Sullivan joined Bupa Arabia Board of Directors as of 5 April 2021 upon receiving SAMA non-objection, to replace Mrs. Joy Linton who resigned from its Board membership in Bupa Arabia effective on the 2 February 2021.
Summary of Changes in Board of Directors in 2021:
| Member Leaving the Board | Date | Representation | Remarks |
| Mrs. Joy C. Linton | 02/02/2021 | BIOL | Resignation |
| Member joining the Board | Date | Representation | Remarks |
| Mr. Nigel Sullivan | 05/04/2021 | BIOL | To replace resigning member |
The Board approves the Board Chairman, Board Vice-Chairman, CEO and Company Board Secretary for each term, subject to regulatory approval where required and applicable, and for the fifth term all were approved as reappointments of the fourth term.
The Board also appoints the Board Committee’s Secretaries for each new term, in which the current term has appointed the Director of the Internal Audit Department as the AC Secretary, the Head of Compensation and Benefits as the NRC Secretary, the Director of Asset Management and Business Advisory as the IC Secretary, the Director of Risk Management as the RMC Secretary, and the Head of Company Secretariat as the Company Board Secretary and the EC Secretary.
Board Meeting Attendance
During 2021, the Board held seven (7) meetings. The following table details Board meetings held and the respected attendance.
| Board Member Name | 2 February |
11 March |
16 March |
20 April |
24 June |
20 September |
2-3 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. Zaid A. Algwaiz | Y | Y | Y | Y | Y | Y | Y | 100 |
| Mr. Martin Houston | Y | Y | Y | Y | Y | Y | Y | 100 |
| Dr. Abdulla Elyas | Y | Y | Y | Y | Y | Y | Y | 100 |
| Ms. Huda Bin Ghoson | Y | Y | Y | Y | Y | Y | N | 86 |
| Mrs. Joy Linton (Till 2 February 2021) |
NA | NA | NA | NA | NA | NA | NA | NA |
| Mr. Nigel Sullivan (From 5 April 2021) |
NA | NA | NA | Y | Y | Y | Y | 100 |
| Mr. Nader Ashoor | Y | Y | Y | Y | Y | Y | Y | 100 |
| Total % Attendance | 100 | 100 | 100 | 100 | 100 | 100 | 89 | 97 |
Major Board Approvals/Resolutions
Amongst the major Board resolutions/approvals during the year were the following:
- CET Remuneration Policy
- Approval of 2022 AOP
- Formation of a corporate venture entity, as a wholly owned subsidiary with capital of SR 2 million and total funding mandate of USD 50 million, subject to SAMA’s no objections
- Management to request SAMA no objections for 2020 fiscal year dividend of SR 412 million
- Mr. Nigel Sullivan appointment as a BIOL representative in the Board
- Appointment of PwC and EY as the External Auditors for the period of April 2021 – March 2022
- Any approvals as required in terms of the Schedule of Matters Reserved for the Board (SMRB)
Assessment of the Board/Board Committees and the Members’ Performance
The Company routinely assesses the performance of the Board/Board Committees, and the respective members, on an ongoing basis, through closed Board sessions, through the NRC, and via the Company Secretariat with the Committee Chairpersons, in liaison with the NRC.