Copyrights © All Rights Reserved to Savola Group
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without prejudice to the Company’s interests and in a manner that does not contradict the
provisions of the Companies Law, the Capital Market Law and their implementing
regulations.
The Company is committed to holding General Assemblies (ordinary and extraordinary)
according to the statutory requirements and the specific terms of reference as stipulated
in the Company’s Bylaws, the Companies Laws and the relevant regulations of the CMA.
For more details about the Shareholders rights and GA meeting procedures, please refer
to “Chapter Five” of the company's bylaws, which could be accessed through the
following link:
Fourth.
Board of Directors and Executive Management
1)
Board Charter
a)
Purpose
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.
b)
Board Structure and Composition
In connection with the Boards’ composition, Savola is committed to the following:
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 termination.
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.
