Disclosure and Transparency
- Disclosure of Material Information
- Disclosure of Financial Information
- Disclosure in the Board Report
- Disclosure via the Website and other Media platforms including Social Media
- Disclosure Regarding CG
- Disclosure Regarding (CSR) Policies
- Disclosure by the Board
- Disclosure to the Regulatory Bodies
- Disclosure limitations
- Additional initiatives to support the principle of disclosure and transparency
- Spokesperson for the Savola Group
- Review of the policy of information disclosure and transparency
Disclosure and Transparency Policy:
The purpose of this disclosure and transparency policy is to ensure that Savola Group guarantees that timely and accurate disclosure is made on all material matters, including the financial situation, performance, governance, reporting of rules pertaining to disclosure of information, methods of classification of information, and the frequency of disclosure.
2) Disclosure of Material Information:
- Material information is defined as any information relevant to Savolas’ status, activities, its performance level and the information, which is expected to directly affect a major change in the stock exchange conditions or in Savola Group stock rate. Therefore, it is important to disclose such information in line with the rules and regulations.
- Savola Group has established a group of procedures, which are intended to be followed across Savola’s communication. These procedures are:
- Preparing announcements and press release drafts in accordance with the CMA requirements.
- Presenting the draft announcement and press release to Savola CEO, Senior Executives, and other authorized employees. This draft may be circulated to the other Board members in order to know their viewpoints if the CEO see that as necessary.
- Publishing this in Tadawul website, newspapers, websites (as appropriate), and other media to ensure a wide publicity.
- Any requests for any material information not allowed for publication should be rejected.
3) Disclosure of Financial Information:
The interim and annual financial statements of Savola Group must be approved by the Board members and signed by a member authorized by the Board, CEO and CFO prior to their issuance and circulation to shareholders and other stakeholders. The interim and annual financial statements and the Board of director’s report shall be submitted to the CMA immediately upon approval by the Board members. All mandatory announcements shall be made as per the requirements of the CMA.
4) Disclosure in the Board Report:
Within the period set out on the regulations, an annual report shall be issued by the Board, sent to the CMA and announced to shareholders. The report of the Board shall include a full presentation of the Company's operations during the last financial year and all factors affecting the Company's business. It shall include all the requirements mentioned in Article (90) of the CG Regulations, the related articles of the rules of registration and listing issued by the CMA, and Clause (4) of Article (76) of the Companies Law.
5) Disclosure via the Website and other Media platforms including Social Media:
Savola Group gives a special importance to its website and constantly updates it as it is one of the most important windows and means of communication with shareholders, investors and all the public. It shall be supervised and continuously updated by the Savola Communication Department and the information shall be verified and reviewed - before posting on the site - by the CG & Compliance Department to ensure that this information and its contents comply with the disclosure regulatory requirements of the listed shareholding companies and to avoid any irregularities that may occur as a result of publishing information that should not be published in accordance with the regulations of the CMA.
The CG and compliance department shall review all disclosures before its publication, including periodicals, newsletters and media publications issued by the Company as well as newspaper and social media sites or platforms to ensure their compliance with the laws and regulations of the listed companies, this enables the company to avoid any violations that may occur as a result of that; also The management of the Group's and the operating companies should abide to the provisions herein this policy to avoid any violations in this regard.
6) Disclosure Regarding CG:
Savola Group shall disclose CG policies and procedures through disclosure of the followings in its website or other means of communication as per company policy:
- Company’s Bylaws;
- CG Manual and other relative documents;
- Annual Board Report;
- Interim financial statements (quarterly) and annual closing accounts;
- Audit Committee Annual Report;
- CG & Compliance Annual Report;
- Minutes and deliberations of GA;
- All announcements published in Tadawul; and
- Any other reports or documents that the company sees that it will enhance the disclosure and transparency process in a manner consistent with the laws and regulations.
7) Disclosure Regarding (CSR) Policies:
Savola Group shall disclose its corporate social responsibility (CSR) policies and procedures related to employees, community and environment at least once a year in the Annual Board Report, website and other means of communication agreed by the CSR Committee.
8) Disclosure by the Board:
The Board shall regulate the disclosures of each of its members and the members of the Executive Management, taking into consideration the following:
- Maintaining a register for the disclosures of the Board members and the Executive Management and updating it regularly based on disclosures required as per the Companies Law, the Capital Market Law and their implementing regulations; and
- Making such register available to the Company’s shareholders free of charge.
9) Disclosure to the Regulatory Bodies:
The Board shall promptly disclose to the CMA or the Exchange (when applicable) all requirements as defined by rules and regulations such as:
- Changes in the Board membership structure (resignation, appointment and classification).
- Changes in Committee structures.
- Changes in Executive Management including CEO and CFO.
- Savola is committed to disclose all information required by CG Regulations issued by CMA, Companies law, and other regulations.
10) Disclosure limitations:
Board members may not disclose, in any place other than the GA meetings, the company’s confidential information and may not benefit for themselves or for their relatives or third parties. Failure to do so would cause dismissal and compensation shall be claimed from them.
11) Additional initiatives to support the principle of disclosure and transparency:
- Continuously pursuing the application of international best practices in disclosure and transparency, such as S&P and OECD principles, and reflecting this in the Annual Board Report, website and any other reports or publications of the Savola Group.
- Encouraging and adopting the transparency screen initiative, which aims to monitor and analyze the data on the stock movement (buying and selling) for senior shareholders and some other segments (Board members, Senior Executives, investment funds, government share) and periodically publishing their results on the Company's website and any other means of publication that Savola deems suitable to reach the largest number of shareholders.
12) Spokesperson for the Savola Group:
- The CEO or Managing Director (if any) is the Company's spokesperson before all media, the public and the investor community. From time to time, he may appoint another person from within the Company to speak on behalf of the Savola Group or to respond to certain inquiries when necessary.
- No one other than the CEO or the Managing Director (if any) and the people assigned thereby may make any public statements on the following:
- Savola Group Strategies and Plans;
- Savola Group Operations and Activities;
- Financial performance (current and future) and investment opportunities in general;
- Production capacities;
- Litigations; and
- Decisions on acquisition, merger, restructuring, selling, and exit from certain investments and other important strategic initiatives provided by the Savola Group.
- The Board members and all Savola Group employees who are not authorized to speak on behalf of the Company shall refer all requests received from financial institutions, shareholders and various media to the authorized person to speak on behalf of the Company.
13) Review of the policy of information disclosure and transparency:
The Board shall periodically – and whenever necessary - conduct a review of this policy to ensure its compliance with rules and regulations and satisfy the requirement of various stakeholders.
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