The Savola Group Corporate Governance Policies
The Savola Group has created the following policies as part of its corporate governance guidelines in a manner that does not contradict with prevailing regulations in KSA and international good practices, and undertaking for each policy is singed by each Member of Board of Directors:
- Non-conflict of interest policy
- Transparency and disclosure policy
- Non-trading policy
- Confidentiality Policy
- OpCos Boards and LOA.
1. Non-conflict of interest policy:This policy aims to strengthen the process of internal control and oversight mechanisms of the company and sectors, to prevent the cases of conflict of interests, and deal with it in accordance with this policy and what required by regulations, thus strengthening the protection of shareholders rights.
- Major shareholders who own 5% or more of the company share capital.
- Board Members of the company and its Committees.
- Senior Executives and employees of the company.
- Auditors and advisors to the company.
- Other stakeholders as appropriate
The above stakeholders, to refrain from dealing with the company and / or one of its subsidiaries in any action that could lead to a conflict potential of interest except in accordance with the rules indicated in this policy, regulations and laws applicable in the Kingdom. and if the company and stakeholders who have potential of conflict of interests - if it is necessary to mutual deal - must ensure the likelihood of the company's interest, according to the best conditions available, and that they refrain from influencing the decisions of the company in any business creates a conflict potential interests, including refraining from vote on any decision or order be subject to possible conflict of interest, they also should report to the company any conflict of interests arise company because of his relationship with the Company in accordance with methods of disclosure defined in this policy and related regulations applicable in in the kingdom.
2. Disclosure and Transparency Policy
The Savola Group obligates itself to present accurate, consistent, and credible information on time, and in a suitable framework that fits the legal requirements of the applied regulations, in order to support the stock market. This information must be presented no matter what the Group's circumstances are, and whatever its performance results and its financial situation are, all market players should enjoy an equal opportunity to obtain this information.
The aim of the Disclosure and Transparency of information policy is to enhance the trust of future investors', to help them have a clear picture of the Group, and to fulfill their expectations through disclosing suitable and reliable information and publishing it on a wide scaled basis.
3. Non-Trading Policy
This policy aims to preserve the reputation of the Savola Group, its Board of Directors and the top management to reinforce the confidence of the Groups' investors that the members of the Board of Directors and the employees do not utilize financial information which is not declared or revealed for the sake of achieving commercial gains. This is assured by applying all the legal requirements which were laid down in the organizational regulations pertaining to those informed of the Group's private information , its internal affairs, and its decision making, especially when circulating the shares of the Savola Group and preventing any responsibility that may result in a liability in
4. Confidentiality Information Commitment Policy
Since the business of the Company includes confidential and sensitive information, it is important to keep it classified. All confidential information shall be maintained. The information is considered confidential, particularly when it contains any information, operation, methods, accounting system, program, design, drawing, formation, data related to a research project, or an under project execution, or future development; or any engineering issue, production, marketing, servicing, and financial issues related to the Group, or its present or future production, sales, supplies, customers, users or its business
5. Operating Company Board's Policy
OpCos members in the Board of Directors are committed to the decision of the Group's Board of Directors, and not to issue any approval regarding the following issues until consulting with the Board of Directors:
- Changing the Group's goals, in opposition of the Group's Article of Association and its modifications.
- Capital expenditure spent more than (the limit that was set in the level of authority defined in the manual) in one financial year.
- Outside expansion: Establishing production units outside the Group's original country of establishment.
- Merger and Acquisition: Any merger acquisition program, or sale of current activities to be as defined in the LOA in this manual.
- Changing the structure of the company capital in one of these ways:
- Increase or decrease of the company capital.
- Issue of new shares or cancellation of issued shares.
- Splitting or merging shares.
- Accepting banking facilities or loans that may increase the rate of debt -with financial burden - to the net shareholders equity over that of 1:1, and as defined in the Level of Authority
- Write off an asset with value of more than 1% of the Groups' net shareholders equity, and as defined in the Level of Authority
- Issue possible commitments and obligations which exceed the permissible rate of the Groups obligation as defined in the Level of Authority
- Changing the company legal situation from a limited company to a Joint Stock company.
- Sale or rent of trade marks to others except for situations in which an organizing regulation list has been issued.
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