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Any amendments made by CMA in its CGR or any other regulations issued by CMA
or MOCI shall be immediately incorporated in the Framework and implicitly
considered to be approved by the Board.
3)
Principle of Comply or Explain:
The rules, procedures and policies contained in this document shall constitute guiding
principles for Savola (as a listed joint stock company) unless any regulations of the CMA,
MoCI or any other regulatory body require that the provisions of this document shall be
mandatory. These provisions shall be amended only by a decision of the Savola’s Board
or the General Assembly in certain circumstances. In compliance with the governance
standards, Savola adopts the "Comply or Explain" approach
2
. Accordingly, all the optional
requirements (guiding requirements) in the Corporate Governance Regulation issued by
the CMA and referred to in this document will remain optional for Savola unless the CMA
decides to enforce these requirements later.
4)
Implementation of Effective Governance
The Board shall establish corporate governance rules that do not contradict with the
mandatory provisions of the Corporate Governance Regulations issued by the CMA, and
shall monitor their application, verify their effectiveness and amend themwhen necessary.
Also, the Board shall:
1)
Verify the Company's compliance with these rules;
2)
Review and update rules in accordance with regulatory requirements and best
practices;
3)
Review and develop codes of professional conduct that represent the Company’s
values, and other internal policies and procedures to meet the needs of the Company
and conform to best practices; and
4)
Keep the Board informed of the developments of the corporate governance and best
practices or delegate this to the Governance Committee (if any) or any other
Committee or management, in a manner not inconsistent with the relevant
regulations.
Third. Rights of Shareholders and facilitation of exercising of their
rights
All rights attached to any share shall be established for the Savola’s shareholders in
accordance with the Company’s Bylaws, the Companies Law and regulations issued
by the CMA; in particular, the right to their respective portion of the profits to be
distributed according to the dividend policy approved by the General Assembly
3
; the right
to a share of the Company’s assets upon liquidation; the right to attend the Ordinary or
Special Assemblies, participate in deliberations and vote on relevant decisions; the right
to dispose, convey, purchase or transfer the shares to the extent which is compatible with
the applicable regulations; the right to monitor the performance of the Company and the
activities of the Board; the right to hold Board members accountable and file liability
lawsuits against them; and the right to participate, inquire and have access to information
2
Paragraph (a) of Article (9) of CGR issued by the CMA.
3
Dividend Policy was approved by the GA within the Company’s Bylaws in accordance with Articles (45 – 46).
