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15
with the provisions of the CMA's Governance Regulations, and put them into effect after
approval by the General Assembly
4
.
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
5
.
4)
Independence Indicators:
a.
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.
b.
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.
c.
The independence of the Board member shall be incompatible with – but not limited
to - the following:
1.
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.
2.
To represent a legal person that holds five percent or more of shares of the
Company or any company within its group;
3.
To be a relative
(6)
of any member of the Board of the Company, or any other
company within the Company’s group;
4.
To be a relative
(7)
of any Senior Executive of the Company, or of any other
company within the Company’s group;
5.
To be a Boardmember of any company within the group of the Company for which
he/she is nominated to be a Board member.
6.
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;
7.
To have a direct or indirect interest in the businesses and contracts executed for
the Company’s account;
8.
To receive financial consideration from the Company in addition to the
remuneration for his/her membership of the Board or any of its Committees;
9.
To engage in a business where he competes with the Company, or conducting
businesses in any of the company's activities.
10. Have served for more than nine years, consecutive or inconsecutive, as a Board
member of the Company.
(
4
) 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.
(
5
) 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.
(
6
)
relative:
Father, mother, grandfather and grandmother and their ancestors; Children and grandchildren
and their descendants; Siblings, maternal and paternal half-siblings and their children; and Husbands
and wives.
(
7
)
relative:
as mentioned above
