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5)
Board Meetings
5-1)
Meeting Frequency:
The Board shall convene a minimum of four meetings during the year, with no less than
one meeting every 3 months.
5-2)
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.
5-3)
Quorum:
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
.
5-4)
Voting:
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.
5-5)
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.
5-6)
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.
5-7)
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
