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Major shareholders who own 5% or more of the Company’s capital;
Members of the Board AC, and other Board’s Committees;
Senior Executives and employees;
External auditors and Company’s advisors; and
Other stakeholders as appropriate
.
4)
The Cases of Conflict of Interests (CoI)
The stakeholders referred to in the paragraph above shall refrain from dealing with the
Company and/or one of its OpCos in any action that could lead to a potential conflict of
interest, except in accordance with the rules included in this policy, the regulations and
laws in force in the Kingdom of Saudi Arabia. Conflicts of interests are as follows:
5)
Conflict of Interest Associated with Major Shareholders
1)
All transactions and contracts undergone with major shareholders and their
relatives who own directly or indirectly 5% and more of the Company's shares or
who own a controlling share in one of Savola's OpCos and their subsidiaries abide
by the same conditions applied to dealing with third parties.
2)
All transactions undergone with major shareholders and their relatives who own
directly or indirectly 5% and more of the Company's shares or who own a
controlling share in one of Savola's OpCos and its subsidiaries and the disclosure
shall be made as per regulations.
6)
Conflict of Interest Associated with the Board
A Board member shall not, without prior authorization of the GA (renewed every
year) have any interest (whether direct or indirect) in the Company’s activities and
contracts.
A Board member shall notify the Board about any personal interest he/she may
have in the activities and contracts that are undergone for the Company’s account.
Such notification shall be included in the minutes of the meeting. A Board member
who has an interest shall not be entitled to vote on the resolution to be adopted in
this regard.
The Chairman shall notify the GA, when convened, about the activities and
contracts in which a Board member may have a personal interest, and shall attach
to this notification a special report from Savola’s external auditor.
A Board member shall not, without the prior authorization of the GA (renewed
every year), participate in any activity which may likely compete with Savola’s
activities, or trade in any branch of the activities carried out by Savola.
Refusal to renew licenses: If the GA refuses to renew the license granted under
Articles (71) and (72) of the Companies Law and Article (46) of the CGR issued by
the CMA, the Board member shall submit his resignation within a time limit
determined by the GA, otherwise, its membership in the Board shall be considered
terminated, unless he/she decides to renounce the contract, deal or compete or
adjust its conditions according to the Companies Law and its implementing
regulations before the expiration of the time limit prescribed by the GA.
The Board shall take into account the requirements of independency and the cases
of conflicts of interest, according to the regulations issued by the CMA, when
appointing financial and legal advisors and auditors.
The following shall
considered as participating to any business that may compete
with Savola or any of its activities:
