Board Committees

Executive Committee

The Executive Committee is a committee affiliated to the BoD and nominated by the Board according to the regulations approved for it by the General Assembly of the Company, and submits its reports directly to the Board.

Committee Jurisdictions and Duties

1. Providing recommendations to the Board of Directors on strategic and operating plans, budgets, business plans and the necessary actions required.
2. Taking necessary actions/decisions on the issues detected to by the Board that are beyond the scope of CEO’s powers including those issues that relate to capital expenditures and purchases within the limits delegated to the committee from the Board of Directors.

Meetings and Attendance

	Name	Nature of membership	Number of Executive Committee Meetings
			First meeting (27 February 2022)	Second meeting (20 March 2022)	Third meeting (22 May 2022)	Fourth meeting (14 August 2022)	Fifth meeting (04 September 2022)	Sixth meeting (08 November 2022)	Seventh meeting (21 December 2022)
1.	Mr. Abdulaziz I. Alnowaiser	Committee Chairman	✓	✓	✓	✓	✓	✓	x
2.	Mr. Waleed A. Aleisa	Member	✓	✓	✓	✓	✓	✓	✓
3.	Mr. Abdulrahman M. Al Odan	Member	✓	✓	✓	✓	✓	✓	✓
4.	Mr. Abdulaziz H. Al Boug	Member	✓	✓	✓	✓	✓	✓	✓

Remuneration of the Committee Members (SAR ’000)

Member	Fixed remuneration (except attending sessions)	Allowances for attending sessions	Total
Mr. Abdulaziz I. Alnowaiser	150	35	185
Mr. Waleed A. Aleisa	0	35	35
Mr. Abdulrahman M. Al Odan	0	35	35
Mr. Abdulaziz H. Al Boug	0	0	0

 

Remuneration and Nomination Committee

The Remuneration and Nomination Committee is affiliated to the Board and nominated by the Board in accordance with the rules approved for it by the General Assembly of the Company.

Committee Jurisdictions and Duties

1. To recommend to the BoD nomination for membership of the Board and its committees, in accordance with the regulatory requirements, standards, and policies adopted.
2. The annual revision required for the needs of the suitable skills for membership of the BoD and its committees and preparing a description of the capabilities and qualifications required for membership of the Board and its committees and determining the time that needs to be devoted by the member to carryout their responsibilities within the Board and/or its committees.
3. Assess the structure and composition of the Board and its committees, determine their vulnerabilities on a regular basis and propose the necessary steps to address them.
4. Assess and monitor the independence of the member of the Board and its committees and ensure there are no conflicts of interests including, ensuing on an annual basis, the independence of the Board’s independent members.
5. Set clear policies for compensation and remuneration of the members of the Board of Directors and its committees and Senior Management.
6. Evaluate the performance of the members of the BoD and its committees periodically.
7. Present recommendations with respect to the nomination and dismissal of the members of Senior Management.
8. Design the policy and procedures for succession to the CEO and the members of Senior Management and monitoring the implementation of the succession plans and procedures.
9. Review the compensation plans of the members of Senior Management.
10. Supervise the induction program and training for Members of the BoD.
11. Submit recommendations to the Board on matters relating to nomination and remuneration.

Meetings and Attendance

	Name	Nature of membership	Number of Remuneration and Nomination Committee Meetings
			First meeting (08 March 2022)	Second meeting (29 June 2022)	Third meeting (05 October 2022)	Fourth meeting (25 December 2022)
1.	Mr. Ehab M. Al Dabbagh	Committee Chairman	✓	✓	✓	✓
2.	Mr. Jaser A. Al Jaser	Member	✓	✓	✓	✓
3.	Dr. Khaled A. AlGhoneim	Member	✓	✓	✓	✓
4.	Mr. Abdulaziz H. Al Boug	Member	✓	✓	✓	✓

Remuneration of the Committee Members (SAR ’000)

Member	Fixed remuneration (except attending sessions)	Allowances for attending sessions	Total
Mr. Ehab M. Al Dabbagh	150	20	170
Mr. Jaser A. Al Jaser	150	20	170
Dr. Khaled A. AlGhoneim	150	20	170
Mr. Abdulaziz H. Al Boug	0	0	0

 

Investment Committee

The Investment Committee is affiliated to the Board and is nominated by the Board according to the regulations approved by the General Assembly of the Company, and it submits its reports directly to the Board.

Committee Jurisdictions and Duties

1. Review and approve the investment strategy and policies provided by the executive management.
2. Supervise the implementation of the investment strategy and policies, and ensure strict compliance with them.
3. Review and evaluate the investment proposals that require the approval of the Committee and make decisions about the Company’s investments within the powers delegated by the BoD.
4. Hiring the investment managers outside the Kingdom and evaluating their services, terminate their duties and determining their fees.
5. Define the investment limits within and outside the Kingdom in accordance with the investment Regulations issued by SAMA.
6. Supervise the observance of investment limits in each investment pool or class.
7. Review and evaluate the Company’s existing investments through periodic reports.
8. Update the Board on works, findings or decisions taken.

Meetings and Attendance

	Name	Nature of membership	Number of Investment Committee Meetings
			First meeting (07 February 2022)	Second meeting (15 May 2022)	Third meeting (22 August 2022)	Fourth meeting (10 November 2022)
1.	Mr. Abdulaziz A. Al-Khamis	Committee Chairman	✓	✓	✓	✓
2.	Mr. Homood A. Altuwaijri	Member	✓	✓	✓	✓
3.	Mr. Ehab M. Al Dabbagh	Member	✓	✓	✓	✓
4.	Mr. Ghassan A. Al-Malki	Member	✓	✓	✓	✓

Remuneration of the Committee Members (SAR ’000)

Member	Fixed remuneration (except attending sessions)	Allowances for attending sessions	Total
Mr. Abdulaziz A. Al-Khamis	150	20	170
Mr. Homood A. Altuwaijri	150	20	170
Mr. Ehab M. Al Dabbagh	0	20	20
Mr. Ghassan A. Al-Malki	150	20	170

 

Risk Management Committee

The Risk Management Committee, which is affiliated to the Board, aims at assisting the Board in performing its corporate governance responsibilities in the aspect related to risk management, in addition to being responsible for overseeing and monitoring the Company›s Risk Management Plan, related practices, and its implementation in light of the Risk Management Strategy approved by the Board.

Committee Jurisdictions and Duties

1. Identify the risks the Company may be exposed to and maintain an acceptable level of risk appetite, as per the risk appetite framework approved by the Board of the Company.
2. Supervise the risk management systems and assessing their effectiveness.
3. Design a comprehensive strategy for the management of the Company’s risks, supervise, the application of risk management, review and update such strategy periodically, taking into consideration the relevant internal and external environment.
4. Review the risk management policies.
5. Review and re-assess the level of risk appetite of the Company and the extent of its exposure to risks periodically.
6. Submit detailed reports to the Board on risks potential and make recommendations on how to manage them.
7. Provide advice to the Board of Directors about matters pertaining to risk management.

Meetings and Attendance

	Name	Nature of membership	Number of Investment Committee Meetings
			First meeting (29 March 2022)	Second meeting (31 May 2022)	Third meeting (24 August 2022)	Fourth meeting (22 November 2022)	Fifth meeting (22 December2022)
1.	Mr. Waleed A. Aleisa	Committee Chairman	✓	✓	✓	✓	✓
2.	Mr. Abdulrahman M. Al Odan	Member	✓	✓	✓	✓	✓
3.	Mr. Jaser A. Al Jaser	Member	✓	✓	✓	✓	✓
4.	Mr. Ghassan A. Al-Malki	Member	✓	✓	✓	✓	✓

Remuneration of the Committee Members (SAR ’000)

Member	Fixed remuneration (except attending sessions)	Allowances for attending sessions	Total
Mr. Waleed A. Aleisa	150	25	175
Mr. Abdulrahman M. Al Odan	150	25	175
Mr. Jaser A. Al Jaser	0	25	25
Mr. Ghassan A. Al-Malki	0	25	25

 

Audit Committee

An independent committee affiliated to the Board according to the regulations approved by the Company’s General Assembly, the Audit Committee consists of at least three members and a maximum of five members, provided that at least one member is independent, and the majority of Members are from outside the Board. The Audit Committee is formed by a decision of the Ordinary General Assembly based on the recommendation of the Board, after obtaining the SAMA’s no objection in writing, and the Committee selects from among its members a chairman for a period of three years.

The Committee monitors the performance and application of internal controls in the Company, ensures the efficiency and effectiveness of the laws and regulations, verifies the implementation of decisions related to internal control, and ensures strict compliance with the application of relevant laws and regulations.

Non-Board Committee Members

Mr. Khalid S. Al Ruwais

Mr. Al Ruwais is a Non-Board Member of the Audit Committee at Tawuniya. He sits on the Boards of Hassanah Company and Saudi Mining Services Company, where he serves as a Member of the Audit Committees, in addition to his Audit Committee memberships at the Saudi Electricity Company and Taga Company. Mr. Al Ruwais is also a Board Member, Audit Committee Chairman, and Member of the Risk Management Committee of Saudi Investment Bank.

Drawing from an extensive career in finance across companies operating in the mining, petrochemical, and banking sectors, Mr. Al Ruwais has held a number of distinguished positions in such industry-leading companies; he was Vice President for Finance and Acting Chief Executive Officer at Maaden, and Vice President for Phosphate, Chief Financial Officer, Advisor and Chairman at the Middle-East’s largest multi-commodity mining and metals company “Maaden”. He was also the Board Member, Chairman of the Audit Committee, and Member of the Strategic Committee at the Middle East Battery Company (MEBCO), and an Audit Committee Member at Betrokim Company.

Mr. Al Ruwais holds an American Fellowship of Certified Public Accountants (CPA), and received his Bachelors’ of Accounting from King Saud University, KSA.

Mr. Khalid S. Al Sulaiman

Mr. Al Sulaiman is a Non-Board Member of the Audit Committee at Tawuniya, and also holds membership of the Audit Committee at Al-Babtain Power & Telecom in Saudi Arabia. He has extensive experience and knowledge in the field of auditing and financial management, having previously held many related leadership positions including his tenure as the Director of Internal and External Audit at the Saudi National Bank. Mr. Al Sulaiman holds the American Fellowship of Certified Public Accountants (CPA), as well as a Bachelor’s in Accounting from King Saud University, Kingdom of Saudi Arabia.

Mr. Ihsan A. Makhdoom

Mr. Makhdoom is a Non-Board Member of the Audit Committee at Tawuniya. With more than 20 years of experience in auditing and accounting including a distinguished post as Partner at Deloitte & Touche, Mr. Makhdoom established the Ihsan Makhdoom Office for Auditing to service his clients.

With a Bachelors’ Degree of Accounting from King Fahad University of Petroleum and Minerals, KSA, Mr. Makhdoom is a qualified Chartered Accountant with an American Fellowship of Certified Public Accountants (CPA), and a Fellowship of the Saudi Organization for Certified Public Accountants (SOCPA).

Committee Jurisdictions and Duties

1. Submit recommendations to the BoD to approve the nomination or re-nomination of the external auditors and this includes ensuring the External Auditors have the expertise necessary to perform the audit of the Company’s business professionally.
2. Appoint and dismiss the Chief Compliance Officer after obtaining “No Objection” in writing from SAMA.
3. Recommends to the Board for the nomination and dismissal of the Chief Internal Auditor after obtaining “No Objection” in writing from SAMA.
4. Ensure the independence of the External Auditors from the Company, Board Members and the Senior Management.
5. Ensure the independence of the Internal Audit Department or the Internal Auditor in the performance of their duties and verify the absence of any restrictions on their acts or the presence of any matter of negative impact on their acts.
6. Ensure the independence of the Compliance Department or the Chief Compliance Officer in the performance of their duties and verify the absence of any restriction on their acts or the presence of any matter of negative impact on their acts.
7. Discuss the annual and quarterly interim financial statements with the external auditors and senior management of the Company before they are issued.
8. Examine and review the annual and interim financial statements and recommend to the Board thereon.
9. Study the internal and External Auditors’ plan.
10. Study, approve and follow-up the implementation of compliance plan.
11. Study the key accounting policies, their procedures and changes that may be carried out on them.
12. Prepare a report on the Committee’s opinion on the adequacy of internal controls system in the Company and the other work the Committee has performed within the scope of its jurisdiction. This report must be made available in Head Office of the Company at least ten (10) days before date of the General Assembly.
13. Coordinate between the Internal and External Auditors.
14. Examine the reports of External Auditors and make recommendations thereon to the Board of Directors.
15. Review the reports of the Internal Audit Department or the Internal Auditor and make recommendations thereon to the Board of Directors.
16. Review the reports of the Compliance Department and make recommendations thereon to the Board of Directors.
17. Study the reports issued by the regulatory and supervisory authorities or official regulator and issue recommendations thereon to the Board of Directors.
18. Assess the level of efficiency, effectiveness, and objectivity of the work of External Auditors, Internal Auditors Department or Internal Auditor, the Compliance Department, and the Chief Compliance Officer.
19. Study the observations of SAMA and the relevant supervisory and regulatory authorities on any legal violations or requests for corrective measures and make recommendations thereon to the Board of Directors.
20. Study the evaluation of the Internal and External Auditors on the internal control procedures.
21. Study the process among the entities of the Group and operations with related parties.
22. Study the actuary reports and make recommendations thereon to the Board of Directors.
23. Ensure the Company’s compliance with implementation of the proposals and recommendations of the actuary when they are compulsory under the regulations and instructions issued by SAMA and the relevant supervisory or regulatory authorities.
24. Follow up the reports issued by SAMA and the relevant supervisory and regulatory authorities concerned and make recommendations there on the Board of Directors.
25. Determine the monthly salary, the performance-based bonus and other awards for the Internal Audit Department or the Internal Auditor in accordance with the internal regulations of the Company, which are approved by the Board.
26. Determine the monthly salary, the performance-based bonus and other awards for the Compliance Department or the Chief Compliance Officer in accordance with the internal regulations of the Company which are approved by the Board.
27. Ensure the availability of a written regulation on the rules of professional ethics and conduct after its approval by the Board to ensure that the Company’s business activities are transacted in a fair and ethical manner.
28. Follow up the important lawsuits filed by or against the Company with the manager of Compliance Department or the Chief Compliance Officer and submit periodic reports on them to the Board.
29. Ensure the optimal use of information technology and the availability of necessary controls to get accurate, authentic and reliable information and data.
30. Follow up on the Internal Audit Department’s updates related to the quality assurance and continuous improvement program as well as monitoring the implementation of corrective plans related to the program in line with the best professional practices.
    
31. Follow-up and conduct discussions with the Executive Management in the stages and results of the application of any relevant and applicable International Financial Reporting Standards (IFRS).
32. Supervise and follow up on updating the compliance policy, anti-money laundering, and the money laundering risk charter.
33. Follow up on the distribution of the insurance operations surplus.
34. Adopt the Internal Audit Department’s work manual designed in accordance with the International Professional Practices Framework Auditing (IPPF).
35. Issue recommendations to the Board of Directors on the adoption and/or updating of the Internal Audit Charter.

Meetings and Attendance

	Name	Nature of membership	Number of Investment Committee Meetings
			First meeting (20 January 2022)	Second meeting (07 March 2022)	Third meeting (11 May 2022)	Fourth meeting (19 May 2022)	Fifth meeting (08 August 2022)	Sixth meeting (28 September 2022)	Seventh meeting (16 October 2022)	Eighth meeting (30 October 2022)	Ninth meeting (20 November 2022)	Tenth meeting (27 December 2022)
1.	Mr. Homood A. Altuwaijri	Committee Chairman	✓	✓	✓	✓	✓	✓	✓	✓	✓	✓
2.	Mr. Khalid S. Al Ruwais	Member	✓	✓	✓	✓	✓	✓	✓	✓	✓	✓
3.	Mr. Khalid S. Al Sulaiman	Member	✓	✓	✓	✓	✓	✓	✓	✓	✓	x
4.	Mr. Ihsan A. Makhdoom	Member	✓	✓	✓	✓	✓	✓	✓	✓	✓	✓

Remuneration of the Committee Members (SAR ’000)

Member	Fixed remuneration (except attending sessions)	Allowances for attending sessions	Total
Mr. Homood A. Altuwaijri	150	50	200
Mr. Khalid S. Al Ruwais	150	50	200
Mr. Khalid S. Al Sulaiman	150	45	195
Mr. Ihsan A. Makhdoom	150	50	200

Results of the annual audit of the effectiveness of the internal control procedures of the Company and the opinion of the Audit Committee with respect to adequacy of Company’s internal control system

The Audit Committee, upon being briefed on the improvements made by the executive management, did not find any fundamental weakness in the Company’s internal control systems during the reporting period. The Committee supervised the various reports prepared by the Internal Audit Department and the External Auditors on the effectiveness of the internal controls related to the financial reporting system, and concluded that none of them caused material weaknesses in the financial preparation and reporting system. The Committee however, believes that the internal control system needs further improvement to keep pace with the Company’s growth and its strategic directions. The Audit Committee will follow up on such improvements.

Recommendation of the Audit Committee on the need to appoint a Chief Internal Auditor in the Company

The Audit Committee recommended the appointment of a Chief Internal Auditor during the year under review, duly approved by the Board of Directors and the Saudi Central Bank (SAMA).

Recommendation of the Audit Committee, which has a conflict with the Board of Directors’ decisions in respect of the nomination of the Company’s External Auditor

Following its evaluation of the professional expertise, performance and independence of the external auditors, the Audit Committee analyzed and studied quotations submitted by five external auditing companies, taking into consideration that Tawuniya is going through a phase of transformation and application of International Financial Reporting Standards 9 and 17, and accordingly, requiring the presence of offices with wide experience in such standards. For business continuity, while availing the wide experience of external auditors who have previously worked with Tawuniya, the Audit Committee recommended entering into a formal contract with KPMG and Dr. Mohamed Al-Amari & Co. “BDO” to audit the Company’s annual financial statements for the year 2022, as well as for the second and third quarters of year 2022 and the first quarter of year 2023. These recommendations by the Audit Committee had no conflicts with the decision of the Board regarding the nomination of external auditors.

If the External Auditor’s report contains reservations on the annual financial statements, the Board’s report must highlight them mentioning their reasons and any relevant information

The Company’s External Auditors issued an unqualified audit opinion on the Financial Statements of the Company for the year 2022 attesting with reasonable assurance that it presents fairly in all material respects the financial position of the Company.

If the Board recommends replacing the External Auditor before the end of the term for which it is appointed, the report shall indicate this, mentioning the reasons for the replacement recommendation

There are no recommendations by the Board to replace the external auditors before the end of the term.

Nominations of the Company’s External Auditors for year 2022

Based on the recommendation of the Audit Committee, the Ordinary General Assembly held on 18 May 2022 approved the nomination of KPMG and Dr. Mohamed Al-Amari & Co. “BDO” to audit the Company’s annual financial statements for the year 2022, as well as for the second and third quarters of year 2022 and the first quarter of year 2023. No recommendation was issued by the Board of Directors to change the External Auditors before the end of the period for which they were appointed.

 

Technical Projects Committee

The Technical Projects Committee is affiliated to the Board and is nominated by the Board according to the regulations. This Committee is tasked with reviewing, recommending, implementing and following-up on the progress of Tawuniya’s Core System Program Project, directly submitting their reports to the Board.

Committee Jurisdictions and Duties

1. Support and facilitate the procedures and taking the necessary decisions to implement and finalize the Core System Program Project.
2. Take decisions within the powers of the Committee stipulated in paragraph 13. (Limits of Powers and Authority) and expedite taking decisions that exceed the powers of the Committee to ensure the progress of the project pursuant to the agreed plan.
3. Conduct direct and indirect intervention to ensure that the Core System Project is not affected by any risks or problems that impede the performance of business.
4. Follow up on the progress of the Core System Program Project and review its periodic reports within the scheduled and unscheduled meetings held by the Committee.
5. Submit reports on the work progress of the Core System Program to the BoD, including the various risks and solutions to deal with them and all recommendations in this regard.
6. Review the project scheduling if necessary and approve all project plans and resources according to the limits of the powers mentioned in paragraph 13 (Limits of Powers and Authority).
7. Raise the recommendations of the Committee’s scope of work to include other additional projects on the Core System Program.

Meetings and attendance

	Name	Nature of membership	Number of Investment Committee meetings
			First meeting (20 January 2022)	Second meeting (07 March 2022)	Third meeting (11 May 2022)	Fourth meeting (19 May 2022)	Fifth meeting (08 August 2022)	Sixth meeting (28 September 2022)	Seventh meeting (16 October 2022)	Eighth meeting (30 October 2022)	Ninth meeting (20 November 2022)	Tenth meeting (27 December 2022)
1.	Dr. Khaled A. AlGhoneim	Committee Chairman	✓	✓	✓	✓	✓	✓	✓	✓	✓	✓
2.	Mr. Abdulrahman M. Al Odan	Member	✓	✓	✓	✓	✓	✓	✓	✓	✓	✓
3.	Mr. Ghassan A. Al-Malki	Member	✓	✓	✓	✓	✓	✓	✓	✓	✓	x
4.	Mr. Abdulaziz H. Al Boug	Member	✓	✓	✓	✓	✓	✓	✓	✓	✓	✓
5.	Dr. Mohammad AlShaibi (Advisor)	Member	x	x	✓	✓	✓	✓	✓	✓	✓	✓

Remuneration of the Committee members (SAR ’000)

Member	Fixed remuneration (except attending sessions)	Allowances for attending sessions	Total
Dr. Khaled A. AlGhoneim	0	25	25
Mr. Abdulrahman M. Al Odan	0	25	25
Mr. Ghassan A. Al-Malki	0	25	25
Mr. Abdulaziz H. Al Boug	0	0	0