Declarations Based on Corporate Governance Regulations
BOARD OF DIRECTORS DECLARATIONS
The Board of Directors acknowledges the following:
– The accounting records were properly prepared.
– The internal control system was founded on a sound basis and implemented effectively.
– There are no doubts about the company's ability to continue business.
The company acknowledges the following:
- The Company applies all the provisions contained in the Corporate Governance Regulations issued by the Capital Market Authority (CMA), except the provisions quoted below:
|Article /Clause no.||
||Provision of Article/Clause||Reason|
|Article 54: Audit Committee Formation, Clause B||The chairman of the audit committee shall be an Independent member||The Board of Directors is of the opinion that the formation of the Audit Committee from five members, including one independent member of the Board of Directors and three members from outside the Board, is capable to achieve the independence that enhances the efficiency of the Committee's work. It should be noted that the Committee chose a member from outside the Board as its Chairman based on its charter approved by the General Assembly.|
|Article 95: Formation of a Corporate Governance Committee||If the Board forms a corporate governance committee, it shall assign to it the competences stipulated in Article (94) of these Regulations. Such committee shall oversee any matters relating to the implementation of governance and shall provide the Board with its reports and recommendations, at least once annually.||Based on Article 50 of the Corporate Governance Regulations, which stipulates that the Board of Directors shall form specialized committees, based on the need and circumstances of the company, in a manner that enables it to perform effectively, the Board of Directors does not see a need to form a specialized committee on “corporate governance”. When the Board and all its existing committees, carry out their duties and achieve their objectives, they do inherently realize the corporate governance function and objectives.|
- The company has not concluded any works or contracts of substantial interest to a member of the Board of Directors, or the Senior Executives, or any person related to any of them.