Corporate governance practices

Among the most important actions taken by the company in order to comply with the requirements of the Corporate Governance Directive approved by the Securities and Exchange Organization, the following can be noted:

• Compliance with the provisions of the aforementioned directive regarding the majority of board members being non-executive and the membership of at least one non-executive member with financial education and relevant experience on the company’s board of directors
• Preparing and signing an affidavit regarding the absence of board members serving as board members in more than three companies
• Developing and implementing a corporate code of ethics within the company
• Adopting appropriate procedures within the framework of laws and regulations to ensure equal treatment of all shareholders, including attendance and voting rights in general meetings of shareholders, access to timely and reliable company information, sharing in company profits, timely payment of dividends, share acquisition and registration of ownership, etc.
• Complying with the rules and regulations of the Securities and Exchange Organization regarding related party transactions in a manner that ensures proper control of conflicts of interest and protects the interests of the company and its shareholders
• Establishing effective internal control mechanisms to provide reasonable assurance of protecting company assets and resources against waste, fraud, and misuse, achieving efficiency and effectiveness of company operations, quality of financial and non-financial reporting, and compliance with laws and regulations through the development of bylaws and guidelines and monitoring their implementation
• Establishing an internal audit unit in accordance with the rules and regulations of the Securities and Exchange Organization
• Annual review of the internal control system by the board of directors and disclosure of the results in a report entitled “Internal Control Report”
• Designing and implementing necessary mechanisms by the board of directors to ensure compliance with all laws and regulations regarding insider information holders
• Complying with laws, regulations, and provisions of the Corporate Governance Directive regarding determining the basis of remuneration and benefits for board members and senior executives commensurate with their performance, as well as ensuring that no amounts are determined by board members as bonuses or under other titles for their position as board members other than what is determined at the general meeting of shareholders
• Complying with the provisions of the Corporate Governance Directive regarding the non-delegable duties of the board of directors
• Establishing an audit committee and a nominations committee under the supervision of the board of directors
• Complying with laws, regulations, and provisions of the Corporate Governance Directive regarding the chairman of the board not also serving as the CEO of the company
• Preparing and approving the board charter, including the duties, authorities, and responsibilities of the chairman of the board, CEO, and other board members, the method of setting board meeting agendas, and the method of decision-making and approval
• Establishing a board secretariat in accordance with the directive’s requirements, responsible for coordinating and documenting board meetings, collecting required information, following up on expert matters requested by board members, and ensuring the fulfillment of the board’s legal obligations
• Holding board meetings at least twice a month
• Complying with laws, regulations, and provisions of the Corporate Governance Directive regarding the holding of general meetings and exercising voting rights
• Publishing all reports in accordance with laws and regulations, including interim and annual financial statements, management discussion and analysis (MD&A), the board of directors’ report, internal control report, and the independent auditor’s and legal inspector’s report, etc., within the prescribed deadlines through the company’s website
• Setting the dividend payment schedule in such a way that shareholders with controlling shares do not receive their dividends before other shareholders
• Attendance of the CEO, board members, and the chairman of the audit committee at the company’s general meetings, as well as the attendance of the company’s highest-ranking financial officer if the approval of financial statements is on the agenda
• Making necessary decisions regarding the items mentioned in the independent auditor’s and legal inspector’s report and reflecting them in the general meeting minutes
• Determining the attendance fee for non-executive board members and the bonus for each board member at the general meeting of shareholders
• Providing sufficient and reasonable opportunity for questions and answers between shareholders and the board of directors during general meeting sessions
• Disclosing material information such as the names, complete details, education, experiences, and professional qualifications of board members and the CEO, whether they are executive or non-executive, their independence, their share ownership in the company, corporate governance practices and structure in the management discussion and analysis (MD&A) report