Board and Board Committee Policies, Benefits and Emoluments of Board/Board Committee Members
Board of Directors
The remunerations of the Board, and Board Committees, members, and of the executive management, are determined by the respective remuneration policies, which are approved by the shareholders in the GA Meetings. These policies are periodically updated after applicable benchmarking. The benchmarking is made against appropriate local, and/or international, companies’ remuneration levels, and this process includes accounting for external third-party subject matter expertise, where considered appropriate.
The key policies determining the remunerations of the Board, and Board Committees, members, were updated and approved by 30 June 2020 Extraordinary General Assembly Meeting, as reflected within the Company’s Terms of Engagement for Board and Board Committee members, are:
1. The Board Member Remuneration Policy, and
2. The Board Committee Member Remuneration Policy.
The duties and responsibilities of the Board, and Board Committees, and their members, as defined within these policies and the various governance documents, including the Code of Corporate Governance, the Board and Board Committees’ Charters, and the Terms of Engagement, and the remunerations are based on the fulfilment of their duties, and minimum meeting attendance levels.
Board/Board Committee members are remunerated per these policies, as aligned with the Company By-Laws and all relevant KSA regulations, and Bupa Arabia’s updated policy is to pay attendance fees for the Non-Executive Board and Board Committees, members, for any Board, GA or Board Committee meetings attended, to a maximum of SR 50,000 attendance fees per fiscal year, whether attendance is physically in person (SR 5,000/meeting) or by conference (SR 2,500/meeting), to settle customary related costs on a reimbursement of actual costs basis, and to settle the remuneration fees quarterly in arrears.
The Board of Directors 2021 remuneration and attendance fees, are reflected below:
| Fixed remunerations | |||||||
| Specific amount SR ’000 |
Allowance for attending Board meetings SR ’000 |
Total allowance for attending committee meetings SR ’000 |
In-kind benefits SR ’000 |
Remunerations for technical, managerial and consultative work SR ’000 |
Remunerations of the Chairman, Managing Director or Secretary SR ’000 |
Total SR ’000 |
|
| First: Independent Directors | |||||||
| 1. Mr. Zaid Algwaiz | 375 | 25 | 22.5 | 0 | 0 | 0 | 422.5 |
| 2. Ms. Huda Bin Ghoson | 375 | 20 | 7.5 | 0 | 0 | 0 | 402.5 |
| 3. Dr. Abdulla Elyas | 350 | 25 | 12.5 | 0 | 0 | 0 | 387.5 |
| Total | 1,100 | 70 | 42.5 | 0 | 0 | 0 | 1,212.5 |
| Second: Non-Executive Directors | |||||||
| 1. Eng. Loay H. Nazer | 450 | 27.5 | 22.5 | 0 | 0 | 750* | 1,250 |
| 2. Mr. David Fletcher** | 300 | 22.5 | 20 | 0 | 0 | 0 | 342.5 |
| 3. Mr. Martin Houston** | 300 | 25 | 7.5 | 0 | 0 | 0 | 332.5 |
| 4. Mrs. Joy Linton** | 26.3 | 0 | 0 | 0 | 0 | 0 | 26.3 |
| 5. Mr. Nigel Sullivan** | 221.66 | 12.5 | 15 | 0 | 0 | 0 | 249.16 |
| Total | 1,297.96 | 87.5 | 65 | 0 | 0 | 750 | 2,200.46 |
| Third: Executive Directors | |||||||
| 1. Mr. Tal Nazer | 300 | 0 | 0 | 0 | 0 | 0 | 300 |
| 2. Mr. Nader Ashoor | 200 | 0 | 0 | 0 | 0 | 0 | 200 |
| Total | 500 | 0 | 0 | 0 | 0 | 0 | 500 |
| Variable remunerations | End-of-service
award SR ’000 |
Aggregate amount SR ’000 |
Expenses allowance SR ’000 |
||||||
| Percentage of the profits SR ’000 |
Periodic remunerations SR ’000 |
Short-term incentive plans SR ’000 |
Long-term incentive plans SR ’000 |
Granted shares (insert the value) SR ’000 |
Total SR ’000 |
||||
| First: Independent Directors | |||||||||
| 1. Mr. Zaid Algwaiz | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| 2. Ms. Huda Bin Ghoson | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| 3. Dr. Abdulla Elyas | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Total | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Second: Non-Executive Directors | |||||||||
| 1. Eng. Loay H. Nazer | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| 2. Mr. David Fletcher** | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| 3. Mr. Martin Houston** | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| 4. Mrs. Joy Linton** | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| 5. Mr. Nigel Sullivan** | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Total | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Third: Executive Directors | |||||||||
| 1. Mr. Tal Nazer | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| 2. Mr. Nader Ashoor | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Total | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
* The Chairman’s bonus for the year 2021 will be paid upon the receipt of SAMA’s no objection and the approval of the shareholders in the General Assembly scheduled to be held in June 2022.
**The Board/Board Committee member remuneration fees for BIOL representatives who are employees of Bupa are received by the Bupa legal entity BIOL and not by the individual persons in their personal capacity.
Other than the above annual remuneration amounts and the reimbursement of actual expenses, Bupa Arabia Board Members do not receive any other benefits from Bupa Arabia.
Please refer to the 2021 AFS, Note 24a, and the table below, for the salaries, emoluments, allowances and bonuses, expensed/or provided for within the 2020-2021 result, by/for, the Board Members and the Senior Management:
| Description | Executive Board Members (CEO/CFO) (Board Remuneration) |
Independent and Non-Executive Board Members |
Senior Management (Including CEO and CFO) |
||
| 2021 | 2021 | 2021 SR ’000 | 2020 SR ’000 | 2021 (Change) | |
| Salaries and emoluments | 500 | 2,398 | 17,481 | 17,836 | (355) |
| Board allowances | 0 | 460 | N/A | N/A | N/A |
| Bonuses and LTIP | N/A | 750 | 25,884 | 17,208 | 8,676 |
| EOS | N/A | 0 | 1,095 | 1,088 | 7 |
| 2021 | 500 | 3,608 | 44,460 | 36,132 | 8,328 |
| 2020 | 400 | 3,500 | 36,132 | ||
| 2021 (Change) SR ’000 | 100 | 108 | 8,328 | ||
The annual bonus and LTIP remuneration entitlements for the Company’s Senior Management are based on a combination of Company and individual performance-based measures, which both have to be fulfilled.
Board Committees
Board Committee Member 2021 remuneration and attendance fees, excluding the Board member remunerations,
are reflected below:
| Fixed remuneration (Except for the allowance for attending Board meetings) SR ’000 |
Allowance for attending Board meetings SR ’000 |
Total SR ’000 |
|
| Audit Committee Members | |||
| 1. Mr. David Hunt, AC Chairman | 175 | 25 | 200 |
| 2. Mr. Suliman Al-Hatlan | 150 | 20 | 170 |
| 3. Mr. Walid Shukri | 150 | 20 | 170 |
| Total | 475 | 65 | 540 |
| Nomination and Remuneration Committee Members | |||
| 1. Mr. Omar Najjar | 100 | 7.5 | 107.5 |
| Total | 100 | 7.5 | 107.5 |
| Investment Committee (IC) | |||
| 1. Mr. Osamah Shaker (IC Chairman) | 150 | 10 | 160 |
| 2. Mr. Selman Alfares | 100 | 10 | 110 |
| 3. Mr. Andrew Bailey* | 100 | 10 | 110 |
| Total | 350 | 30 | 380 |
| Risk Management Committee (RMC) | |||
| 1. Dr. Khalid Al-Faddagh (Chairman) | 150 | 12.5 | 162.5 |
| 2. Mr. Rami Makaram | 100 | 12.5 | 112.5 |
| 3. Mr. James O'Reilly* | 100 | 12.5 | 112.5 |
| Total | 350 | 37.5 | 387.5 |
*The Board/Board Committee member remuneration fees for BIOL representatives who are employees of Bupa are received by the Bupa legal entity BIOL and not by the individual persons in their personal capacity.
Top Five Executives Senior Executive Remuneration (including CEO and CFO)
| Total | |
| Fixed remunerations | |
| Salaries | 16,144 |
| Allowances | 1,337 |
| In-kind benefits | – |
| Total | 17,481 |
| Variable remunerations | |
| Periodic remunerations | – |
| Profits | – |
| Short-term incentive plans | 9,385 |
| Long-term incentive plans | 16,499 |
| Granted salaries | – |
| Total | 25,884 |
| End-of-service Award | 1,095 |
| Total remunerations for Board Executives | 500 |
| Aggregate amount | 44,960 |