In 2021, we held two (2) Extraordinary GA Meetings (EGM) and we included the highlights of our key Tadawul announcements, and the summary of the GA resolutions approved. Shareholders are referred to our fully detailed Tadawul announcements, our 2020 AFS, and our Company Website’s Investor Relations Governance section, including the GA minutes, as we feel they contain sufficient information to keep shareholders fully informed to make their decisions:
GA Meetings Attendance by the Board Members
| Board Member | 24 June | 4 November |
| Eng. Loay Hisham Nazer | Yes | Yes |
| Mr. David Martin Fletcher | Yes | No |
| Mr. Tal Hisham Nazer | Yes | Yes |
| Mr. Zaid Abdulrahman Algwaiz | Yes | No |
| Mr. Martin Houston | Yes | Yes |
| Dr. Abdulla Nadeem Elyas | Yes | No |
| Ms. Huda Mohammed Bin Ghoson | Yes | Yes |
| Mr. Nigel Sullivan | No | No |
| Mr. Nader Ashoor | Yes | Yes |
EGM Resolutions Approved on 24 June 2021 (results announced on 27 June 2021):
1. The Annual Board Report for the year ended 31 December 2020G.
2. The External Auditors Report for the year ended 31 December 2020G.
3. The Annual Financial Statements for the year ended 31 December 2020G.
4. Approved the Board of Directors' decision to appoint Mr. Nigel Sullivan as a non-executive member of the Board of Directors starting from the date of his appointment on 5 April 2021 to complete the Board Term until the end of the current term on 30 June 2022, succeeding the former non-executive member Mrs. Joy Linton.
5. Approved the appointment of the external auditors, as Ernst & Young & Co., and PricewaterhouseCoopers, from amongst the candidates recommended by the Audit Committee, to audit the Company’s quarterly financial statements for the first, second, and third quarters, the annual financial statements for the fiscal year 2021 and first quarter for the fiscal year 2022, along with determining their fees.
6. Approved the Board member’s remuneration at SR 3,828K for the year ended 31 December 2020G.
7. Approved the absolving of the Board of Directors of their responsibility for managing the Company for the year ended 31 December 2020G.
8. Approved the delegation of the authority to the Board to approve an interim dividend to the shareholders, on a semi-annual or quarterly basis, if required and approved by the Company, and provided approval by the relevant regulator(s).
9. Approved the purchase of the LTIP shares, by the Company, to a maximum value of SR 21,240,542 to a maximum number of shares of 326,000 for its LTIP scheme, for its entitled LTIP employees. The allocation will be done within a maximum period of 12 (twelve) months from the date of this Extraordinary General Assembly Meeting which approved the LTIP shares purchase, and the purchase will be financed through Company’s fund. To authorize the Board to PUBLIC, finalize the share buy-back transaction(s), in one or several phases, and to authorize the execution of the LTIP shares transactions, and/or the delegation of the authority to authorize the execution of the LTIP shares transactions. Noting that this program is a continuation of the current program, the conditions of which were previously determined by the Board of Directors, and the approval of the Extraordinary General Assembly was obtained on 8 December 1438 AH corresponding to 5 August 2017 AD.
10. Approved delegating the Board of Directors the authority of the Ordinary General Assembly to the license mentioned in Paragraph (1) of Article 71 of the Companies Law, for a period of one year from the date of the approval of the General Assembly or until the end of the session of the authorized Board of Directors, whichever is earlier, in accordance with the conditions mentioned regarding the regulatory controls and procedures issued in implementation of the Companies Law of Listed Joint Stock Companies.
11. Approved the recommendation of the Board of Directors to distribute cash dividends for the fiscal year 2020 AD, (by SR 3.40) per share in a total amount of (SR 408 million), or 34% of the nominal share value, provided that the shareholders owning the shares are eligible at the end of the trading day of the General Assembly Meeting and those registered in the Company’s shareholders’ register with the Securities Depository Center Company (Edaa Center) at the end of the second trading day following the approval date, provided that the Company will start the distribution within 15 days of the approval and will announce on Tadawul once the distribution is completed.
12. Approved the update of the Code of Corporate Governance
13. Approved the update of the Board of Directors Charter
14. Approved the update of the Executive Committee (EC) Charter
15. Approved the update of the Investments Committee (IC) Charter
16-39. The ratification of related party transactions, business and contracts, for the prior and future years.
EGM Resolutions Approved on 4 November 2021 (results announced on 7 November 2021):
- Approved the purchase of the Long-Term Incentive Plan (“LTIP”) shares to a maximum value of SR 14,275,332 to a maximum number of shares of 220,000, the purchase will be financed through Company’s fund for its entitled LTIP employees. Further, to authorize the Board of Directors to complete the purchase of the shares within (12 months) from the date of the Extraordinary General Assembly Meeting’s Approval. The purchased shares will be kept no longer than (10 years) from the date of approval until its allocated for the entitled employees. Noting that this program is a continuation of the current program, the conditions of which were previously determined by the Board of Directors, and the approval of the Extraordinary General Assembly was obtained on 08/12/1438 AH corresponding to 5 August 2017 AD.
- Approved the Chief Executive Team Remuneration Policy As required in terms of the CMA disclosure requirement, the Company, and the Board, confirms that it follows a procedure of ensuring all its Board and executive management members are aware of the shareholders’ suggestions and remarks, on the Company and its performance, by circulating the GA minutes with the Board materials, and including the GA minutes on the Company’s website.