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22
24)
In addition, the CEO shall exercise all the powers stipulated in Article (21) of the
Company's Bylaws.
25) Keeping confidential information related to the Company and its activities and not
disclosing them to others.
26) Developing a set of procedures to control communication with various media and
ensure that the Company's disclosures comply with regulations and laws.
15)
The Board Secretary
1)
Roles and Responsibilities of the Board Secretary
a)
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;
b)
Retaining the reports submitted to the Board and the reports prepared by it;
c)
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;
d) Ensuring that the Board members comply with the procedures approved by the
Board;
e)
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;
f)
Presenting the draft minutes to the Board members to provide their opinions on
them before signing the same;
g)
Ensuring that the Boardmembers 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;
h) Coordinating among the Board members;
i)
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
j)
Providing assistance and advice to the Board members.
k) 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.
2)
The Qualifications of the Board Secretary
a) 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.
b) Has presence and good communication skills.
c)
Understands corporate and CMA laws.
d) Understands Savola Group’s business.
e)
Is detail-oriented, flexible and creative.
f)
Has good Arabic and English writing skills.
