Board of Directors and Executive Management
- Board Charter
- Policies, Standards and procedures for the membership of the Board of Directors:
- Remuneration Policy for Board and Executive Management
- Independence Indicators
- Board Meetings
- Delegation of Authority Matrix
- OpCos Board Policies
- Segregation of Duties
- Insider Trading
- Evaluation and Training
- Communication Protocol between the Board and Executive Management
- Communication with the Board and Provide them with Information
- Resources and Authority
- Competencies and Duties of Executive Management (including Group CEO)
- The Board Secretary
1) Board Charter:
The Board charter sets out the composition, responsibilities, principles and guidelines for the functioning of the Board and identifies the modes of interaction with the shareholders and Executive Management of Savola.
In connection with the Boards’ composition, Savola is committed to the following:
- Board Structure and Composition
- The Company shall be managed by a Board of Directors consisting of (11) members to be nominated by the GA using the cumulative voting method for a period of three years.
- The Board shall majorly consist of non-executive members.
- The independent Board members shall not be less than one-third of the Board members (i.e. 4 out of 11).
- It is prohibited to combine the positions of the Chairman and the Vice Chairman of the Board with any other executive position in the Company, such as the CEO and the Managing Director (if any).
- The CEO, during the first year following the end of his/her service, shall not act as Chairman of the Board.
- The Bylaws of the Company shall specify the manner in which the membership of the Board terminates. At all times, the GA may dismiss all or any of the Board members even if the Bylaws provide for otherwise, without prejudice to circumstances whereby the dismissal is on an unacceptable basis or at an inappropriate time. In which case, the dismissed member is entitled to compensation.
- Upon the recommendation of the Board, the GA may terminate the membership of Board members who fail to attend three consecutive Board meetings without a valid reason.
- On termination of membership of a Board member, the CMA and the Exchange shall be notified thereof, along with the reasons for such terminatio
- If a Board member resigns and has feedback on the performance of the Company, he/she shall submit a written statement elaborating on his/her feedback to the Chairman of the Board. This statement shall be presented to the Board members.
- A Board member shall not act as a Board member of more than five publically listed joint stock companies at the same time.
- Main Functions and General Duties of Savola’s Board, including Independent Member’s duties
Main Functions and general duties of the Board:
Savola’s Board shall exercise the following main functions:
- laying down the plans, policies, strategies and main objectives of the Company; supervising their implementation and reviewing them periodically; And, ensuring that the human and financial resources required to fulfill them are available, including:
- setting a comprehensive strategy for the Company, key business plans and policies and mechanisms of the risk management and review and guide them
- determining the most appropriate capital structure for the Company, its strategies and financial objectives, and approving all kinds of estimated budgets;
- overseeing the main capital expenditures of the Company and the acquisition or disposal of assets;
- setting performance indicators, and monitoring the implementation thereof and the overall performance of the Company;
- reviewing and approving the organizational and human resources structures of the Company on a periodic basis; and
- Setting rules and procedures for internal control and generally overseeing them, including, developing a written policy that would regulate actual and potential conflicts of interest which may affect the performance of Board members, the Executive Management or any other employees of the Company and treating any possible cases of conflict.
- Drafting, supervising, monitoring its effectiveness, and reviewing, if necessary, the CG rules for Savola and ensuring that they do not contradict the Governance Regulations issued by the CMA.
- Reviewing the Savola’s organizational structure including the implementation of the Savola’s operating model which defines its relationship with its OpCos and the governance mechanisms.
- Setting forth specific and explicit policies, standards and procedures for membership in the Board, without prejudice to the mandatory provisions of these Regulations, and implementing them following approval by the General Assembly;
- Developing a written policy that regulates the relationship with Stakeholders pursuant to the provisions of these Regulations;
- setting policies and procedures to ensure the Company’s compliance with the laws and regulations and the Company’s obligation to disclose material information to shareholders and Stakeholders, and ensuring the compliance of the Executive Management with these policies and procedures;
- supervising the management of the Company’s finances, its cash flows as well as its financial and credit relationships with third parties;
- Providing recommendations to the Ordinary and Extraordinary GA regarding what it deems appropriate in line with the Company’s Bylaws and relevant laws and regulations.
- Laying down procedures for orienting new Board members of the Company’s business and, in particular, the financial and legal aspects, in addition to their training, where necessary.
- Ensuring that sufficient information about the Company is made available to all members of the Board generally, and, in particular, to the non-executive members, to enable them to fulfill their duties and responsibilities in an effective manner.
- Preparing the Company’s interim and annual financial statements and approving them before publication.
- Ensuring the accuracy and integrity of the data and information which must be disclosed pursuant to the applicable policies and systems in respect of disclosure and transparency;
- Developing effective communication channels allowing shareholders to continuously and periodically review the various aspects of the Company's businesses as well as any material developments;
- Forming specialized committees of the Board pursuant to resolutions that shall specify the term, powers and responsibilities of such committees as well as the manner used by the Board to monitor such committees. Such resolutions shall also specify the names of the members and their duties, rights and obligations and shall evaluate the performance and activities of these committees and their members;
- specifying the types of remunerations granted to the Company's employees, such as fixed remunerations, remunerations linked to performance and remunerations in the form of shares without prejudice to the Regulatory Rules and Procedures issued pursuant to the Companies Law related to Listed Joint Stock Companies;
- setting the values and standards that govern the work at the Company;
- Responsibilities of the Board towards Shareholders
- Approving shareholders’ invitation to convene the ordinary and extraordinary assemblies.
- Ensuring that the annual report and the financial reports published and communicated to the shareholders reflect the real performance and position of Savola. Moreover, the Board shall ensure that Savola’s management provides current and potential shareholders and the investment community with all information on the performance results and the most important developments in Savola, provided that this information shall be aligned with Savola's disclosure and transparency policy.
- Strengthening the disclosure and transparency principle as a permanent and clear policy for the Board.
- Recommending the dividend policy for GA approval.
- Approving the shareholders’ interim dividends (quarterly and semi-annually) and recommending to the GA to approve the annual profits and distribution rates as defined in the company’s Bylaws.
- Recommending an increase or decrease in the Company’s capital.
- Approving the Audit Committee’s recommendations regarding selecting and nominating external auditors and their fees and recommending the GA to approve the nominated external auditors.
- Reviewing, evaluating and approving major corporate transactions including capital allocations, expenditures and capital investments.
- Determining the optimal capital allocation model across core businesses and investments.
- Authorizing and overseeing any merger and acquisition activity.
- Responsibilities of the Board towards non-executive members
Keeping the Board members – especially the non-executives – informed of the shareholders’ proposals and comments on the Company and its performance through the following procedures:
- Presenting the shareholders' proposals and comments (if any) to the Board members at the nearest meeting or any other effective means of communication to achieve the purpose on an ongoing basis.
- Organizing continuous meetings with investors (IR Programs) and briefing the Board on the substantive proposals they make.
- Any other measures or arrangements taken by the Board as deemed appropriate for this purpose and not inconsistent with the regulations.
- Publishing these procedures in the Board’s annual report.
- Board members including non-executive members are committed to attend the GA meetings where shareholders raise their suggestions to them during the meeting.
- Responsibilities of the Board towards the Company
- Setting overall strategy and investment plan, investment guidelines and parameters while consulting the investment Committee.
- Reviewing activities related to organizational set-up and planning including adopting the organizational and functional design guidelines in line with Savola’s policy.
- Defining risk profile of the Company.
- Setting and monitoring key performance indicators (financial/non-financial targets).
- Regulating, overseeing and monitoring the Executive Management’s operating procedures and ensuring it performs the duties assigned to it such as:
- Developing the necessary administrative and financial policies;
- Ensuring that the Executive Management operates in accordance with the policies approved by the Board;
- Selecting and appointing the Chief Executive Officer of Savola and oversee his/her work;
- Appointing the manager of the internal audit function or the internal auditor; dismissing him and determining his remuneration (if any);
- Convening periodic meetings with the Executive Management to explore the work progress and any obstacles and problems in connection therewith, and reviewing and discussing the important information in respect of Savola’s business;
- Developing standards for the performance of the Executive Management consistent with the objectives and strategy of Savola;
- Reviewing and evaluating the performance of the Executive Management; and
- Developing succession plans for the management of Savola.
- Keeping confidential information related to the Company and its activities and not disclose them to others.
- Responsibilities of the Board towards OpCos
- Ensuring that the OpCo’s strategies and financial reporting practices are aligned with those of Savola.
- Setting and following up the financial and non-financial key performance indicators.
- Monitoring the approved key performance indicators of each OpCo and reporting to the Board periodically.
- Approving major investments within pre- established and pre-defined Levels of Authority (LoA).
- Assessing performance of OpCo Boards and their members.
- Closely monitoring the activities of OpCos, with the Savola Group's Board maintaining all material decisions that have a legal or financial impact on the Parent Company.
- Ensuring CG of the OpCos’ are in line with Savola’s CG framework.
- Setting a clear DOA defining the relationship between the Savola and its OpCos and updating it on a regular basis and whenever necessary.
- Nominating the representatives of the Savola Group in the OpCos’ Boards in which Savola holds a share in its capital in the light of the recommendations of the RNC.
- Responsibilities of the Board towards the Chairman, CEO, and Board members
- Mechanism for the selection of the Chairman and Vice Chairman:
The Board shall select a Chairman and Vice Chairman among its non-executive members, and shall have the right to dismiss or re-select them at any time.
- Reviewing and approving evaluation mechanisms of the Chairman and Board members by the RNC.
- Upon the recommendation of the RNC, developing nomination and evaluation procedures and succession plans for executive positions in Savola Group including the CEO.
- Following up the CEO activities and performance in light of the RNC’s recommendations.
- Approving the CEO compensation based on the RNC recommendations.
- Role of the Chairman of the Board
The Chairman of the Board shall be responsible for ensuring that there are effective channels of communication with shareholders, and articulating their opinions to the Board. He shall lead the Board and supervise its operations. His responsibilities include the following:
- With respect to Board effectiveness
- Ensuring that the Board has adequate resources in support of its work and that the Board is provided with the required information.
- Managing Board room discussions and ensuring conclusions/decisions are reached and clearly understood by all Board members as well as recorded in the minutes.
- Ensuring performance evaluation mechanisms are in place for the Board, its members, Committees, and the Executive Management.
- Promoting a culture of frankness and debate by fostering constructive relationships and effective participation between the Board and the Executive Management on the one hand, and facilitating an effective exchange between non-executive members and independent members on the other.
- With respect to leading the Board:
- Inviting the Board to attend Board meetings and chairing those meetings.
- Setting meeting agendas at the beginning of the year that factor in any issues presented by Board members or the external auditor, and consulting the Board members and CEO while preparing the Board’s agenda.
- Enabling all Board members to fully participate in the Board meetings.
- Ensuring that processes are in place, so that the Board conducts its work effectively and efficiently.
- Convening intermittent meetings exclusively for the non-executive directors.
- Ensuring that responsibilities delegated to Committees or individual directors are carried out and results thereof are reported to the Board.
- Ensuring that the Board is provided with enough support.
- Approving the decisions of the Board and extracting resolutions from them.
- Supervising the formation of all Committees of the Board, and recommending the Board to approve the names nominated for these Committees, in conjunction with the RNC.
- Constantly working to improve the Board by selecting the best available people for its membership.
- With respect to shareholders
- Chairing the GA meetings.
- Notifying the GA while convening of the businesses and contracts in which any Board member has a direct or indirect interest, provided that the notification shall include all the information provided by the Board member and shall be accompanied by a report of the Company’s external auditor.
- Ensuring effective communication with shareholders.
- Any other responsibilities as indicated in Savola’s Bylaws:
- Role of the Vice Chairman of the Board of Directors:
- Assisting the Chairman in any issues and concerns related to Savola’s Board of Directors.
- Inviting the Board for meetings when the Chairman is absent.
- Chairing the Board meetings when the Chairman is absent.
- Chairing the GA meetings when the Chairman is absent.
- Leading the assessment of the performance of the Chairman, in coordination with other Board members.
- Any other responsibilities as indicated in Savola Group’s Bylaws.
- Role of the Independent Member
- Independent Board members shall effectively participate in the following duties:
- Expressing their independent perspective regarding strategic issues, the Company’s policies and performance, and the appointment of members of the Executive Management;
- Ensuring that the interest of the Company and its shareholders are prioritized in case of any conflicts of interest; and
- Overseeing the development of the Company’s CG rules, and overseeing their implementation by the Executive Management.
- Role of the Vice Chairman of the Board of Directors:
2) Policies, Standards and procedures for the membership of the Board of Directors:
The Board shall develop clear and specific policies, standards and procedures for membership of the Board upon the recommendation of the RNC, in a manner consistent with the provisions of the CMA's Governance Regulations, and put them into effect after approval by the General Assembly.
3) Remuneration Policy for Board and Executive Management:
The Board shall establish a clear policy for the remuneration of the Board members, Committees and Executive Management to be approved by the General Assembly, taking into consideration the adoption, disclosure and verification of performance standards.
4) Independence Indicators:
- An independent Board member shall be able to exercise his or her functions, express opinions and vote on decisions objectively and impartially, so as to enable the Board to make sound decisions that contribute to the interests of the Company.
- The Board shall conduct an annual assessment of the member's independence and that there are no relationships or circumstances that affect or may affect him or her.
- The independence of the Board member shall be incompatible with – but not limited to - the following:
- To hold five percent or more of the shares of the Company or any other company within its group; or is a relative of who owns such percentage.
- To represent a legal person that holds five percent or more of shares of the Company or any company within its group;
- To be a relative () of any member of the Board of the Company, or any other company within the Company’s group;
- To be a relative () of any Senior Executive of the Company, or of any other company within the Company’s group;
- To be a Board member of any company within the group of the Company for which he/she is nominated to be a Board member.
- To be an employee or used to be an employee, during the preceding two years, of the Company, of any party dealing with the Company or any company within its group, such as external auditors or main suppliers; or if he/she, during the preceding two years, held a controlling interest in any such parties;
- To have a direct or indirect interest in the businesses and contracts executed for the Company’s account;
- To receive financial consideration from the Company in addition to the remuneration for his/her membership of the Board or any of its Committees;exceeding an amount of (SAR 200,000) or 50% of his/her remuneration of the last year for the membership of the board or any of its committees, whichever is less.
- To engage in a business where he competes with the Company, or conducting businesses in any of the company's activities.
- Have served for more than nine years, consecutive or inconsecutive, as a Board member of the Company.
- Unless the Nominations Committee considers otherwise, the businesses and contracts with the board member to meet his/her personal needs shall not be deemed as an interest that affect the independence of the board member which require an authorization from the ordinary general assembly, provided that such businesses and contracts are carried out in the same conditions and settings followed by the company with all contractors and dealers, and that such businesses and contracts must be within the normal course of the Company's activities.
5) Board Meetings:
- Meeting Frequency:
The Board shall convene a minimum of four meetings during the year, with no less than one meeting every 3 months.
- Meeting Procedure:
- Board meetings shall convene upon an invitation issued by its Chairman or a written request by at least two members. The invitation shall be sent to each Board member ten days prior to the date of the meeting and shall include the meeting agenda, and it shall be followed by all essential documents and information in a sufficient time prior to the meeting. Unless the situation necessitates that an emergency meeting to be convened, the invitation of the extraordinary or emergency meeting along with the meeting agenda followed by all essential documents and information within a period less than the scheduled period of the planned ordinary meeting.
- If a Board member has queries or objections to an agenda item, such objection shall be reflected in the Board minutes of the meeting.
The Board meeting shall not be valid unless attended by at least one half of its members. The Board member may attend by telephone or video conference as stipulated in the company Bylaws.
Board members shall have equal voting rights, and the resolutions of the Board shall be issued by a majority of the votes and in case of a tie, the Chairman shall have the casting vote.
- Resolutions by Circulation:
With respect of urgent matters, the Board may pass resolutions by circulation, unless any member calls for a meeting of the Board in writing for purposes of deliberation. Such resolutions shall be brought before the Board at its first subsequent meeting and shall be documented in the minutes of the meeting.
- Board Members’ Preparation:
Preparation for the meetings involves reading and analyzing the information and documents sent to the Board members five days before the meeting. The Board pack received shall include an agenda and the supporting documents including:
- The CEO’s operational report – providing an overview of major events impacting the business since the last meeting.
- A financial performance report, focusing on KPIs and strategic performance.
- Minutes of the previous meeting.
- A list of actions made in prior meetings and their progress.
- Information and documents on specific issues to be discussed and decided on.
- Minutes of Meetings:
- The Board shall minute, document, categorize and maintain the discussions and deliberations, including the voting conducted, for the purposes of retention and facilitating reference as necessary. Board members shall be provided with the draft meeting minutes during ten (10) business days after the date of the convened meeting for their comments. In case no comments were received within seven (7) days, this shall be deemed an implied consent and an approval for the drafts until being approved by the Board and signed off by all attending members during the first upcoming Board meeting or by circulation, if necessary.
- If any member of the Board has any remarks in respect of the performance of Savola or any of the matters presented which were not resolved in the Board meeting, such remarks shall be recorded and the procedures taken or to be taken by the Board in connection therewith must be set forth in the minutes of the Board meeting. If a member of the Board expresses an opinion which differs from the Board resolution, such opinion shall be recorded in detail in the minutes of the Board meeting.
- The absence of a member from attending any meeting in which the decision is issued shall not be considered a reason for relieving him/her of responsibility unless it is proved that the absent member is not aware of the decision or is unable to object thereto after being informed of it.
6) Delegation of Authority Matrix
The competencies and the responsibilities of the Chairman, the Vice-Chairman, the Board and the Executive Management including the CEO and the Managing Director - if any - are explicitly defined in writing either in this manual or in Savola’s Bylaws. In all cases, no person shall have the sole and absolute power to make decisions in the Company. The Board shall also:
- Develop and approve the internal policies related to the business of Savola, including specifying the duties, competencies and responsibilities assigned to the various organizational levels with identification of the matters which the Board reserves the right to decide on.
- Approve a detailed written policy on the powers to be delegated to the Executive Management, clarifications of these powers, implementation method and period of delegation. The Board may request the Executive Management to submit periodic reports in respect of its exercises of such delegated powers.
- Set a clear DOA that organizes the relationship between Savola Group and its OpCos and update it on a regular basis and whenever necessary.
7) OpCos Board Policies
Any Board member of the Savola Group who is also a member of any of the Boards of OpCos managed by the Group or of the Committees emanating from those Boards shall be subject to any decision in line with the schedule or matrix of powers (LoA) approved by the Savola Board. If these decisions have exceeded the scope of the LoA, the member should refer to the Savola’s Board in this regard.
8) Segregation of Duties
- The Savola’s Board shall appoint, among its members, a Chairman, Vice Chairman. The Board may appoint among its members a managing director.
- It is not permitted to combine between the position of the Chairman and Vice Chairman with any executive position, including the CEO or the Managing Director, if any.
- The Bylaws shall define the competencies and responsibilities of the Chairman, Vice Chairman and managing director – if any.
- In all cases, no one may have the sole and absolute power over the Company’s decisions, and all decisions shall be taken at the organizational level.
9) Insider Trading
- The Board members, Senior Executives, Board Secretary and any other insider are prohibited from share trading on the basis of internal information. The Non- insider is also prohibited from trading on the basis of internal information if he receives this information from any insider and he or she knows or ought to have known that this information is internal.
- Insiders as well as non-insiders referred to in (a) above shall not disclose any internal information to any third party who knows or ought to have known that such third party may trade in the securities related the internal information.
10) Evaluation and Training:
- Performance Evaluation
- The Board shall develop, based on a proposal of the RNC, the mechanisms for annual performance evaluations.
- The performance evaluation shall be in writing, clear and disclosed to the parties under evaluation to ensure the effective functioning of the Board, Board members, Committees and Executive Management.
- The performance evaluation shall test against (and not be limited to) key performance indicators linked the strategic objectives of the Company, the quality of risk management, the efficiency of the internal control systems and relevant activities. Evaluations shall also entail an assessment of the strengths and weaknesses, and the corresponding methods to address weaknesses.
- The individual assessment of Board members shall take into account the extent of effective participation of the member and his/her commitment to performing his/her duties and responsibilities, and overall contribution to Savola Group including focusing on areas in which the Board or management believes that the Board could improve its effectiveness, including attending the Board and its Committee meetings and dedicating adequate time thereof.
- The Board shall obtain an assessment of its performance from an independent third party every three years. This independent and its relation with the Company shall be disclosed in the Board report.
- The Board shall ensure that non-executive members carry out periodic assessments of the performance of the Chairman taking into consideration the executive members without the presence of the Chairman.
- The Board annual report shall contain the results of the performance evaluations of the Board, its members, Committees and Executive Management.
Savola should pay adequate attention to the training and qualification of the members of the Board and the Executive Management team, and develop the necessary programs, taking into account the following:
Preparing programs for the newly appointed members of the Board and Executive Management to introduce the company's operations and activities, in particular:
- The company's strategy and objectives;
- Financial and operational aspects of the Company's activities;
- Obligations, duties, responsibilities and rights of the Board members;
- Duties and competencies of the Company's Committees; and
- Developing the mechanisms necessary for the members of the Board and Executive Management to obtain continuous training programs and courses in order to develop their skills and knowledge in the fields related to the Company's activities.
In light of this, the Company's new member induction program includes the following:
- Preparing a file that contains the necessary documents that need to be accessed and considered. These include, for example, the Company's Bylaws, the annual report for the past two years, some internal regulations such as the Governance Regulations which include the duties, obligations, responsibilities and terms of reference of the Board members and Committees;
- Providing a comprehensive introduction by the Executive Management to the new member about Savola's plans and strategy, financial and operational aspects of the Company's activities, OpCos’ operations, and all related activities related to Savola (Roadshow Presentation); and
- Coordinating to arrange a visit to Savola and its business divisions and to identify its activity and work on the ground.
11) Communication Protocol between the Board and Executive Management:
For purposes of enhancing and fostering communication between Savola Group’s Board and OpCos’ Boards inside and outside the Kingdom, the following directives shall be adhered to:
- Invitations shall be extended for all meetings through the Board Chairman or designated Committee either at the Group level or at OpCos level.
- The Board Chairman or designated Committee Chairman shall be informed before the cancellation or postponement of any scheduled meetings.
- An unscheduled extraordinary meetings may be called for by the Chairman or any two members of the Board as they consider necessary.
- Agenda shall be drawn in coordination between the Board Chairman, Board Secretary, Board members and CEO.
- Coordination with the Board Chairman and Committees shall be essential prior to the distribution of information or conducting of meetings.
- OpCos shall provide monthly performance reports to Savola Group’s Board.
- To avoid conflict, a schedule shall be developed in advance by the Parent Company (Savola Group) for meetings of the Group’s Board and Committees, and OpCos’ Boards and Committees and circulated to the concerned parties to take their views thereon and act accordingly.
- The Board secretary shall be the key contact for Board members regarding Board affair matters. In the event of his absence or any emergency, a member of the Executive Management team who is involved and experienced in the Board work under the direction of the CEO shall carry out the task on his behalf until the return of the Secretary.
- Board and Committees’ members may contact the CEO, CFO and other executives when needed.
12) Communication with the Board and Provide them with Information:
The Company’s Executive Management shall provide Board members, particularly the non-executive members, and the Company’s Committees with all necessary information, data, documents and records, provided that they shall be complete, clear, correct and not misleading and in a timely manner to enable them to perform their duties and tasks.
In light of this and to reinforce the effective communication between Savola and Board members, a special portal/intranet has been created for Savola’s Board members and all members have been provided with a user name and password to access the portal/intranet. The portal/intranet contains the minutes of the meetings of the Board and all Committees and Savola’s Bylaws, CG Framework, monthly, quarterly and annual financial reports, Board report, and documents related to the meetings of the Board and Committees well before convening each meeting.
Additionally, the portal provides a platform for members to interact with one another and state their opinions, or converse about and discuss any issues concerning Savola. There is also a meeting organizer to support the members if they wish to benefit from this service. The portal also provides the addresses of members of the Board and Executive Management team. The portal is periodically updated by the Board Secretary, who could referred to in case of any difficulty in signing in or browsing the portal, and he is responsible for solving the problems that the members face while browsing the portal either by telephone or by visiting the member's office, notifying the Company’s management thereof, or assigning IT support to solve the matter.
Confidentiality: All members are committed to maintaining the confidentiality of the information provided by this portal and taking the necessary measures.
13) Resources and Authority:
In discharging its oversight role, the Board is empowered to investigate any matter brought to its attention with full access to all books, records, documents, facilities and Savola Group’s Personnel Affairs. It shall also have the power to outsource to any third party, auditor or consultant, or incur other expenses for this purpose, which Savola Group shall pay. The Board may require any employee of Savola or its OpCos, Savola Group’s outside legal counsel, external auditors or any Committee to meet with. Additionally, the Board members shall be entitled to have Savola Group liability insurance on their behalf.
14) Competencies and Duties of Executive Management (including Group CEO):
The competencies and duties of the Executive Management shall include the following:
- Implementing Savola Group’s plans, policies, strategies and main objectives.
- Recommending the Company’s overall strategy and translating the strategic plan into operations as well as recommending and implementing principal and interim business plans, policies, investment mechanisms, financing, risk management and emergency management plans.
- Presenting to the Board the periodic financial and non-financial progress reports in light of strategic plans and objectives.
- Providing recommendations over the capital, organization and human resource structures of the Company and submitting them to the Board for discussion and approval.
- Managing human, physical and financial resources in the most appropriate form in accordance with the objectives and strategies of Savola.
- Managing the day-to-day operation of the Company and conducting its activities as well as managing its resources optimally conformance with the Company’s objectives and strategies and the relevant laws and regulations.
- Developing, implementing and managing Savola Group’s risk management and internal controls framework along with ensuring that they are efficient and effective, and ensuring compliance with the level of risks approved by the Board.
- Developing, implementing and updating Savola Group’s internal policies and procedures approved by the Board.
- Observing relevant trends in the industry and Savola Group’s operating environment.
- Carrying out the policy planned by the Board and shareholder assemblies, making decisions that are in the interest of Savola Group and achieving its goals.
- Recommending to Savola’s Board the following:
- The overall Strategy and investment plan of Savola Group;
- Financial objectives of Savola and OpCos; and
- The most appropriate capital allocation model across the Group’s OpCos and investments.
- The conflict of interest policy;
- Accurately applying the financial and accounting procedures, including the procedures relating to the preparation of financial reports; and
- Applying appropriate control systems for measuring and managing risks by generally forecasting the risks that Savola may encounter and creating an environment which is aware of the culture of risk mitigation at Savola level, and transparently disclosing them to Savola’s Board and other relevant stakeholders.
- Increasing or decreasing the share capital of Savola;
- Dissolving Savola before the end of its term as specified in its Bylaws or deciding the continuity of Savola;
- Using the consensual reserve;
- Forming additional reserves; and
- The method for distributing the net profits of Savola.
15) The Board Secretary
- Roles and Responsibilities of the Board Secretary
- Documenting the Board meetings and preparing minutes therefor, which shall include the discussions and deliberations carried out during such meetings, as well as the place, date, times on which such meetings commenced and concluded; recording the decisions of the Board and voting results and retaining them in a special and organized register; including the names of the attendees and any reservations they expressed, if any; and signing these minutes by all of the attending members;
- Retaining the reports submitted to the Board and the reports prepared by it;
- Providing the Board members with the agenda of the Board meeting and related worksheets, documents and information and any additional information related to the topics included in the agenda items, requested by any Board member;
- Ensuring that the Board members comply with the procedures approved by the Board;
- Preparing the annual calendar for boards and committees meetings (for the Group and OpCo’s) in line with the Group’s CG code, charters and rules approved by the GA or the Board, and notifying the Board members of the dates of the Board’s meetings within sufficient time prior to the date specified for the meeting;
- Presenting the draft minutes to the Board members to provide their opinions on them before signing the same;
- Ensuring that the Board members receive, fully and promptly, a copy of the minutes of the Board’s meetings as well as the information and documents related to the Company;
- Coordinating among the Board members;
- Regulating the disclosure register of the Board and Executive Management in coordination with the CG Officer as per Article (92) of these CG Regulations; and
- Providing assistance and advice to the Board members.
- Coordinate with the Governance and Compliance Officer with regards to the governance requirements relevant to the Board and its Committees (where applicable) and their composition, responsibilities and regulations.
- The Qualifications of the Board Secretary
- Holds a bachelor degree in law, management, administration, finance or accounting with the relevant practical experience of not less than three years or has not less than five years of practical experience if he/she does not a bachelor’s degree in one of the fields aforementioned.
- Has presence and good communication skills.
- Understands corporate and CMA laws.
- Understands Savola Group’s business.
- Is detail-oriented, flexible and creative.
- Has good Arabic and English writing skills.
- The Independence of the Board Secretary
The Board shall appoint a Secretary of the Board from among its members or employees of the Company to carry out the functions stipulated in this Manual. The Secretary of the Board may be removed only by a decision of the Board and the Board shall determine its entitlements and rewards.
 Guiding Article as per CMA Board resolution dated 14/05/2018.
 The policies, standards and procedures of membership of the Savola Group Board document was approved by the Ordinary GA Meeting held on 2/11/2017 and published through the Tadawul website and Company's website.
 The remuneration Policy for the Board, its committees and executive management of the Savola Group was approved by the Ordinary General Assembly Meeting held on 2/11/2017 and published on the Tadawul website and Company's website.
 relative: Father, mother, grandfather and grandmother and their ancestors; Children and grandchildren and their descendants; Siblings, maternal and paternal half-siblings; and Husbands and wives.
 relative: as mentioned above
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