Savola Corporate Governance Code


Savola Corporate Governance Code
"Savola Pledges" demonstrates The Group's commitment to its values, goals and pledges toward shareholders, employees and all related parties.

The Corporate Governance & CSR Board Committee is selected from Board members, with the task of supervising the execution of the Savola "Pledges initiative" and "Savola Bridges" as part of The Group's Corporate Social Responsibility and Corporate Governance.

The Group is committed to full compliance with the best principles of corporate governance and the applicable rules of Saudi Arabia and best international practice including both internal by-laws and rules of the Capital Market Authority (CMA).

Since 2004, The Savola Group has developed a special code for CG, comprising the best rules and practices of corporate management. Notably this includes the principles of disclosure, transparency, interest conflict, confidential internal information, shareholders and stakeholders interests; in addition to identifying responsibilities of the board of directors, the managing director, the executive management, and the authority lines between the various levels inside the Group and its affiliated companies.

Additionally, there are also pledges for the committees evolving from the board of directors are:
1) Audit Committee
2) Compensation, Nomination & CG Committee
3) Investment Committee
4) Risk Management Committee
5) Corporate Social Responsibility Committee

Review and implementation of CG code:
Nevertheless, the pledges comprise the Code of Conducts that had been approved by the board members. Moreover, the Group had reviewed its own governance index after issuing the CG regulations by the Saudi CMA in November 2006, to assure its conformity with these regulations. The board of director has also established a committee called "CG & CSR Committee" composed of five board members to supervise the implementing of both "the Savola Pledges for CG" and "the Savola CSR Bridges" mentioned earlier.

This code includes the following contents, which some of them could be accessed through this CG section:
   
1 Preliminary Provisions
2 Rights of Shareholders and General Assembly
  - General Rights of Shareholders
  - Facilitation of Shareholders' Exercise of Rights and Access to Information.
  - Voting Rights
  - Dividends Rights of Shareholders
3 Disclosure and Transparency
  - Policies and Procedures related to Disclosure
  - Disclosure in the Board of Directors' Report
4 Board of Directors
  - Main Functions of the Board
  - Formation of the Board
  - Responsibilities of the Board, chairman, Members & MD
  - Board meetings
  - Committees of the Board
  - Board Remuneration and Benefits
  - Conflicts of interests related to the board of Directors
5 Policies
  - Non Conflict of Interests Policy
  - Non Trading Policy
  - The Confidentiality of Information Policy
  - Subsidiary Boards Policy
  - Disclosure & Transparency Policy
6 Closing Provisions
7 Appendices
  - Policies & Undertakings ( Annexed to this Manual)
  - Board's Committees Charters
  - Code of Conducts
  - Savola Culture
7 Publication & entry into force