Composition of the Board

Tawuniya is guided by a Board of Directors (BoD) consisting of nine (9) members led by the Chairman and Vice Chairman of the Board. The BoD is trusted with full responsibility for managing the company and achieving its objectives. Board Members are elected by the Ordinary General Assembly for a period not exceeding three (3) years. The current Board was elected and appointed on 26 March 2020 for a three (3) year term, with three (3) Independent and six (6) Non-Executive Members. Members of the Board choose a Non-Executive Director as the Chairman of the Board, who ensures a fair representation of Independent and Non-Executive Directors.

Each Board Member possesses an adequate level of qualifications, knowledge, experience, skill, and integrity to carry out their role and responsibilities effectively. The Board also sets out and ensures clear lines of responsibility and accountability at all levels of the Company, which is led by a Chief Executive Officer, supported by sector and divisional strata of chief executive officers, following the major organizational structure revision carried out by the Company in 2021, in line with Tawuniya’s Strategy 2025.

Effective corporate governance is critical for the realization of Tawuniya’s Strategy 2025, and is driven by six well-structured and highly-focused governing committees formed within the Board and Executive Management:

  • Executive Committee
  • Remuneration and Nomination Committee
  • Investment Committee
  • Risk Management Committee
  • Audit Committee
  • Technology Projects Committee

The duties and powers of the Board of Directors

The BoD has full power in managing the Company to achieve its objectives. The Board has the power to represent the Company in its relations with third parties, government and private entities, before all competent Courts, Grievances Lifting Boards, Labour Offices, senior or primary committees for the settlement of labour disputes, commercial papers committee, all other judicial committees and arbitration organizations, the Civil Rights Department, Police Authorities, Chambers of Commerce and Industry, all companies and establishments, banks, commercial houses and government financing institutions of various titles and terms of reference as well as other lenders.

The Board has full powers for ratifying, claiming, defending, pleading, filing suits, accepting compromise, setting conciliation, accepting and objecting to of verdicts, arbitrating, requesting the execution of verdicts, raising opposition, receiving the proceeds of verdicts, enforcing verdicts, discharging debtors from their obligations, engaging in the bidding, buying, selling and mortgaging of real estate.

The Chairman of the BoD will have full power to enter into contracts, sign on behalf of the Company on all types of contracts, papers and documents, including, for instance, but without limitation, the Articles of Incorporation of the Companies in which the Company has shares and sign all their amendments, addendums and the decisions, sign agreements and deeds before Notary Publics and officials bodies, as well as, signing loans, guarantees and warranties agreements and deeds for the sale and purchase of real estate, issuance of legal Power of Attorney on behalf of the Company, buying, selling, discharge, acceptance of release, handing over and taking over, leasing rental, leasing and payment of rents and payables, opening of accounts and credits, withdrawing from deposits at banking institutions, funds and government funding institutions, and signing all papers, bonds, cheques, all commercial papers and documents, as well as, banking transactions.

 

Organization Structure

 

The Board and Committees’ Members

Names, classifications, qualifications, experiences, and current and previous positions of the Board and Committees’ members and the Executive Management

Independent

Mr. Abdulaziz I. Alnowaiser

Chairman

E

The Chairman of the Board, Mr. Alnowaiser is an Independent Director, and currently sits on the Boards and Committees of a number of listed and non-listed companies as Chairman, Board Member or Committee Member. He also presently holds the position of Chief Executive Officer and Board Member of Tahakom Investment Company.

Mr. Alnowaiser draws from decades of experience across several administrative positions in the field of finance, having previously held the role of Vice President of Finance at both Arabian Internet Services & Telecom Company as well as Al-Othaim Investment and Real Estate Development Company. He was also the Executive Partner and eventual Chief Executive Officer of the National Consulting House, and the Chief Financial Officer of Elm Information Security Company, among other progressive roles in the sector.

Sharing his insight and knowledge on the evolving landscape of finance, Mr. Alnowaiser was also a lecturer at the Accounting Department of King Saud University, KSA, where he earned his Bachelors’ degree in Accounting. He also holds a Master of Accounting degree from Case Western Reserve University in Cleveland, Ohio, USA, studying Finance and Information Systems as his two sub-specialties. Mr. Alnowaiser also holds a Diploma in International Financial Reporting Standards (DipIFR).

Non-Executive

Mr. Abdulaziz A. Al-Khamis

Vice Chairman

I

Mr. Al-Khamis is the Vice Chairman of the Board, and is a Non-Executive Director. He also presently sits on the Boards of the Saudi Investment Bank and the Tabuk Cement Co. as Vice Chairman, and is a Board Member of the United Insurance Company. With a distinguished career spanning over two decades at the Saudi Central Bank (SAMA), Mr. Al-Khamis has also held the role of Vice Governor of Investment at the Public Pension Agency (PPA), and served as a Consultant to Raidah Investment Company when it was established to manage the PPA’s assets.

Mr. Al-Khamis earned his BA in Economics from Northeastern University, of Boston, USA, and holds a number of professional qualifications and specialized certifications in the field of investment.

Non-Executive

Mr. Waleed A. Aleisa

Director

E

RM

One of our four Non-Executive Board Members, Mr. Aleisa currently sits on the Boards of the General Authority for Competition and United Insurance – Bahrain. Mr. Aleisa’s successful career spans across strategic planning, research, and management of mega real estate projects and real estate assets including property and assets management, having previously held the position of Chief Executive Officer of Raza Company – the real estate investment and management arm of the Saudi Public Pension Agency. He was also the Chief Operating Office of the Raidah Investment Company, and also held Board Memberships at Raza Company, Riyadh Bank, and Jabal Omar Development Company.

Mr. Aleisa has a Masters’ in Chemical Engineering from the University of Arizona, USA, following earning his Bachelors’ in Chemical Engineering from King Saud University, KSA. He also holds a Masters’ in Computer Science from the University of Washington, Saint Louis, USA, as well as, a number of professional qualifications and specialized certifications.

Independent

Mr. Ehab M. Al Dabbagh

Director

RN

I

Mr. Al Dabbagh is an Independent Director of our Board, and is an External Member of the Executive and Investment Board Committees of the Executive Offices Company. At present, he sits on the Boards of Bedaya Home Finance and Mudaraba Financial Company, and is also the Chief Executive Officer of real estate management and development company Ijmal Limited.

Mr. Al Dabbagh has held several administrative positions in the fields of strategy, retail, and corporate banking services, as well as, programs management. He holds a Bachelors’ of Marketing from King Fahd University of Petroleum and Minerals, KSA, among many other professional certifications and qualifications.

Independent

Mr. Homood A. Altuwaijri

Director

I

A

Mr. Altuwaijri is an Independent Board Member at Tawuniya. He also sits on the Board of telecommunications company Etihad Etisalat (Mobily), and is a Member of the Audit Committee of Banque Saudi Fransi.

Mr. Altuwaijri brings years of experience across diverse areas to the Board, having previously served in the capacity of Executive Vice President for legal affairs, auditing, financial administration, Strategic and planning, Supply chain and Petrochemicals at the global diversified chemicals company the Saudi Arabian Basic Industries (SABIC). He holds a Master of Industrial Engineering from Georgia Institute of Technology, USA, and a Bachelors’ degree in both Industrial Engineering and Business Administration from the University of Washington, USA.

Non-Executive

Mr. Ghassan A. Al-Malki

Director

I

RM

TP

One of our Non-Executive Board Members representing the General Organization for Social Insurance (GOSI), Mr. Al-Malki currently also holds the position of Director of the Department of Digital Excellence at GOSI. Over the years, Mr. Al-Malki held several progressive leadership and administrative positions in the field of information technology at the General Organization for Social Insurance, having previously held the role of Director of Business Development of the Computer Department of GOSI.

Mr. Al-Malki earned his Masters’ degree in Computer Science at the University of California, USA, following earning his Bachelors’ degree of Computer Science from King Saud University, KSA, and other specialized professional certifications.

Non-Executive

Mr. Jaser A. Al Jaser

Director

RN

RM

A Non-Executive Board Members representing the General Organization for Social Insurance (GOSI), Mr. Jaser sits presently on the Board of Southern Region Cement Company, and is also the General Manager of Strategy and Transformation at GOSI.

Mr. Al Jaser held several distinguished positions in the fields of planning, development, studies, and actuarial studies at the PPA and GOSI over the years, and was the General Manager of Corporate Excellence at the Public Pension Agency (PPA). Among Mr. Al Jaser’s portfolio of professional qualifications is a Masters’ in Actuarial Science from the University of Nebraska, USA, and a Bachelor of Operations Research from King Saud University, KSA.

Independent

Mr. Abdulrahman M. Al Odan

Director

E

RM

TP

Mr. Al Odan is an Independent Member of the Board of Directors at Tawuniya, and Board member of SNB Board and serve in the Risk Management Committee and the Executive Committee Additionally, Mr. Al Odan is the Chairman of Komate Industrial Company, Board Member and Audit Committee Member of ELM CO and the Owner and Manager of Security House EST.

Mr. Al Odan draws from a successful career where he has held several administrative positions in the field of information technology, having previously held the post of Executive Vice President of Information Technology at Riyad Bank. He was an External Member of the Saudi Tadawul Group Audit Committee.

He earned his Masters’ degree in Computer Science from the Florida Institute of Technology, Marlborough, USA, and received his Bachelors’ of Computer Science from Jacksonville University, USA, complemented by numerous professional certifications.

Independent

Dr. Khaled A. AlGoneim

Director

RN

TP

Dr. AlGoneim is an Independent Board Member at Tawuniya, and is the Chairman of the Executive Board at Enterprise AI software company “Mozn”, and specialist IT company Hawaz. He also sits on the Boards of Elm Compay, Etihad Etisalat Company (Mobily), the Bayan Credit Bureau, Al Obeikan Investment Group, and the Riyadh Second Health Cluster.

Dr. AlGoneim was previously the Chairman of the Executive Board at Takamol Holding Company, and Chief Executive Officer at both Saudi Telecom Company and Elm Company. He has also held previous Memberships on Boards and Committees including the Executive Committees of B20, Mawhiba, King Abdulaziz City for Science and Technology, Takaful Charity, and the Human Resources Development Fund (HADAF). He holds a Ph.D. in Electrical and Computer Engineering from Carnegie Mellon University, Pennsylvania, USA, and holds a Bachelors’ degree of Electrical and Computer Engineering from King Saud University KSA, among many other professional certifications.

 

Names of the companies inside and outside the Kingdom in which a Board Member is a Manager or a member of their current or previous Board

Member name Names of Companies in which a Board Member
is a member of their current Board or a Manager
Inside/outside
the Kingdom
Legal entity Names of Companies in which a Board Member
is a member of their Previous Board or a Manager
Inside/outside
the Kingdom
Legal entity
Mr. Abdulaziz I. Alnowaiser Board Chairman - Tawuniya Inside KSA Listed joint stock company Board Chairman - The Saudi Tourism Development Company (2009-2011) Inside KSA Joint stock company
Audit Committee Member - National Water Company Inside KSA Listed joint stock company
CEO and Board Member - Tahakom Investment Company Inside KSA Unlisted joint stock company
Board Member and Audit Committee Member - Maharah Human Resources Company Inside KSA Listed joint stock company Board Member - The House of National Consulting Company Inside KSA Limited liability company
Audit Committee Member - Saudi Railways Company Inside KSA Governmental entity Board Member - Al-Humaid & Al-NeMr. Consulting Company Inside KSA Professional company
Audit Committee Member - King Khalid Eye Hospital Inside KSA Governmental entity
Audit Committee Member - Fly Adeal airline Inside KSA Governmental entity
Audit Committee Chairman - Etihad Itesalat (Mobily) Inside KSA Joint stock company
Board Member - Saudi Entertainment Ventures Company Inside KSA Unlisted joint stock company
Mr. Abdulaziz A. Al-Khamis Board Vice Chairman - Tawuniya Inside KSA Listed joint stock company Board Member - National Petrochemical Company (Petrochem) (2008-2016) Inside KSA Joint stock company
Board Member and Vice Chairman -
Saudi Investment Bank
Inside KSA Listed joint stock company Board Member - Sahara International Petrochemicals Company (Sipchem) (2010-2016) Inside KSA
Board Member - United Insurance Company (Bahrain) Outside KSA Bahraini closed joint stock company Board Member - Saudi Polymers Company (2010-2016) Inside KSA Limited liability company
Board Member and Vice Chairman - Tabuk Cement Company Inside KSA Listed joint stock company
Mr. Waleed A. Aleisa Board Member - Tawuniya Inside KSA Listed joint stock company Board Member - Riyadh Bank (2010-2016) Inside KSA Joint stock company
Board Member - United Insurance Company (Bahrain) Outside KSA Bahraini closed joint stock company Board Member - Raza Company Inside KSA Limited liability company
Board Member - The General Authority for Competition Inside KSA Government entity Board Member - Jabal Omar Company Inside KSA Unlisted joint stock company
Mr. Ehab M. Al Dabbagh Board Member - Tawuniya Inside KSA Listed joint stock company Board Member - Saudi Financial Support Services Company (2008-2014) Inside KSA Unlisted joint stock company
Board Member - Bidaya Home Finance Inside KSA Closed joint stock company
Board Member - Mudaraba Financial Company Inside KSA Closed joint stock company
Chief Executive Officer - Ijmal Limited Inside KSA Limited liability company
Executive Offices Company Inside KSA Limited liability company
Mr. Homood A. Altuwaijri Board Member - Tawuniya Inside KSA Listed joint stock company Board Member - National Industrial Clusters Development Program (2018) Inside KSA Governmental entity
Board Member - Etihad Etisalat Company (Mobily) Inside KSA Joint stock company Board Chairman - Al-Jubail Petrochemical Company
(2008 - 2012)
Inside KSA Limited liability company
Audit Committee Member - Banque Saudi Fransi Inside KSA Joint stock company Board Chairman - Saudi Yanbu Petrochemical Company (2008-2012) Inside KSA Limited liability company
Board Member - Tabuk Cement Company (2014-2016) Inside KSA Joint stock company
Board Member - Alinma Bank (2013-2016) Inside KSA Joint stock company
Board Member - SABIC Capital (2009-2012) Outside KSA Limited liability company
Board Member - Aluminum Bahrain (ALBA) (2008-2012) Outside KSA Joint stock company
Board Member - Saudi Ports Authority (MWANI) Inside KSA Government corporation
Board Member - Water and Electricity Company (Marafiq) Inside KSA Closed joint stock company
Board Member - Royal Commission for Jubail and Yanbu from 2004-2007 Inside KSA Governmental entity
Mr. Ghassan A. Al-Malki Board Member - Tawuniya Inside KSA Listed joint stock company None
Director of the Department of Digital Excellence -
General Organization for Social Insurance
Inside KSA Governmental entity
Mr. Jaser A. Al Jaser Board Member - Tawuniya Inside KSA Listed joint stock company Board Member - Saudi Industries Development Company (2013-2017) Inside KSA Joint stock company
General Manager of Strategy and Transformation -
General Organization for Social Insurance
Inside KSA Governmental entity
Board Member - Sothern Province Cement Company Inside KSA Listed joint stock company
Mr. Abdulrahman
M. Al Odan
Board Member - Tawuniya Inside KSA Listed joint stock company None
Board Member - Saudi National Bank (Al Ahli) Inside KSA Listed joint stock company
An External Member of the Audit Committee - Tadawul Holding Group Inside KSA Listed joint stock company
Member of the founding committee - Small and Medium Enterprises Bank Inside KSA Governmental entity
Chairman - Komate Industrial Company Inside KSA Limited liability company
Board and Audit Committee Member - ELM CO Inside KSA Listed joint stock company
Owner and Manager - Security House EST Inside KSA Limited liability company
Dr. Khaled A. AlGoneim Board Member - Tawuniya Inside KSA Listed joint stock company Board Member - National Water Company (2008-2016) Inside KSA Closed joint stock company
Board Member - UNIFONIC Co. Inside KSA Limited liability company Board Member - Etihad Etisalat (2015 -2018) Inside KSA Joint stock company
Board Member - Second Health Cluster Company Inside KSA Government corporation Board Member - Saline Water Conversion Corporation (2006-2012) Inside KSA Government corporation
Board Member - Obeikan Investment Group Inside KSA Closed joint stock company Board Member - King Abdulaziz City for Science and Technology (2016-2017) Inside KSA Government scientific corporation
Board Member - Bayan Credit Bureau Inside KSA Limited liability company Board Member - Human Resources Development Fund (2013-2016) Inside KSA Government corporation
Board Member - Etihad Etisalat (Mobily) Inside KSA Listed joint stock company Board Member - Public Transport Authority (2015-2018) Inside KSA Government corporation
Board Member - Elm Company Inside KSA Listed joint stock company Board Member - Mawhiba (2017-2020) Inside KSA Non-profit organization
Chairman of the Executive Board - Mozn for Communications and Information Technologies Company Inside KSA Limited liability company Board Member - Takaful Charity Company (2013-2019) Inside KSA Non-profit company
Chairman of the Executive Board - Hawaz Communications and Information Technology Company Limited liability company Board Member - Takamol Holding Company (2013-2016) Inside KSA Governmental company
Board Member - Thiqah Business Services HQ (2012-2014) Inside KSA Governmental company
Board Member - The Saudi Company for Electronic Information Exchange -Tabadul (2009-2013) Inside KSA Joint stock company
Board Member - UNIFONIC Co. (2019-2021) Inside KSA Limited liability company

Procedures taken by the Board to inform its members, Non-Executive Directors in particular, of shareholders’ suggestions and remarks on the Company and its performance

In the event of receiving any opinions, comments or proposals by the Shareholders, the Board of Directors – specifically the Chairman of the Board – together with the Chief Executive Officer of the company as per the Corporate Governance Policy, shall apprise its members, specifically the Non-Executives of such opinions, suggestions, or remarks by using any of the following methods:

  • Meetings of the Board of Directors
  • Meetings of the Board Committees
  • Meetings of the General Assembly
  • Periodical meetings held by the Company with
  • Shareholders and Investors.

The means used by the Board to assess its performance, performance of its committees and members, and the external body which conducted the assessment and its relation with the Company, if any

Based on Tawuniya’s Corporate Governance Policy, which authorizes the Nominations and Remunerations Committee to determine the annual evaluation mechanism for members of the BoD, its Committees, and the Executive Management, the evaluation mechanism was approved for the fiscal year 2022 according to relevant procedures. Along with the assessment of skills, experience, and effectiveness in performing their duties and responsibilities, key performance indicators for the evaluation were linked to strategic objectives of the Company with the aim of raising the efficiency and accuracy of the evaluation through contracting with a competent third party.

Non-Executive Directors share the responsibility of carrying out a periodic assessment of the performance of the Chairman of the Board without the presence of the Chairman in the discussion on this matter, provided that a solution shall be proposed for any identified weaknesses in the best interests of the Company.

The assessment results for 2022 indicated that the BoD, its committees, and the Executive Management have been conducting their duties and responsibilities efficiently in all material respects.

A description of any punishment, penalty or statutory reserve or restriction imposed on any of the Board Members by any judicial, supervisory, or regulatory authority in respect of the Company

The BoD declares that there is no punishment, penalty, statutory reserve or restriction imposed on any of the Board Members during the year 2022 by any judicial, supervisory, or regulatory authority in respect of the Company.

The General Assembly meetings dates held during the last fiscal year and names of the Board Members who attended

Name Attendance record
First meeting (18 May 2022)
1. Mr. Abdulaziz I. Al-Nowiaser – Chairman of the Board Attended
2. Mr. Abdulaziz A. Al-Khamis – Vice Chairman Attended
3. Mr. Waleed A. Aleisa Attended
4. Mr. Homood A. Altuwaijri Attended
5. Mr. Ehab M. Al Dabbagh Attended
6. Mr. Ghassan A. Al-Malki Attended
7. Mr. Jasser A. Al Jasser Attended
8. Mr. Abdulrahman M. Al Odan Attended
9. Dr. Khaled A. AlGhonaim Attended

The number of Board meetings held during the last financial year, their dates and the attendance record of each meeting listing the names of the Attendees

Member name Number of meetings (4) Total
First meeting
(27 March 2022)
Second meeting
(02 June 2022)
Third meeting
(20 August 2022)
Fourth meeting
(27 December 2022)
1. Mr. Abdulaziz I. Alnowaiser 4 meetings
2. Mr. Abdulaziz A. Al-Khamis 4 meetings
3. Mr. Waleed A. Aleisa 4 meetings
4. Mr. Ehab M. Al Dabbagh 4 meetings
5. Mr. Homood A. Altuwaijri 4 meetings
6. Mr. Ghassan A. Al-Malki 4 meetings
7. Mr. Jaser A. Al Jaser 4 meetings
8. Mr. Abdulrahman M.
Al Odan
4 meetings
9. Dr. Khaled A. AlGhonaim 4 meetings

Date of the last General Assembly meeting: 18 May 2022.

Remuneration policy and method adopted to determine the remuneration of Board Members

The BoD proposes the remuneration of Board Members based on recommendation of the Remuneration and Nomination Committee, and in accordance with the relevant laws, regulations and conditions approved by the General Assembly. Any remuneration or compensation for the Chairman or Board Members is disbursed only upon approval of the General Assembly. All details pertaining to the proposed remuneration and compensation are published in writing, so that they are available to all Shareholders prior to the General Assembly in which remuneration and compensation will be put to vote.

The remuneration of the Board Members shall consist of, an attendance allowance for meetings, benefits in kind, or a certain percentage of the net profits and it is permissible to combine two or more of these benefits. In all cases, the total remuneration annually paid to the member of the BoD (with the exception of the members of the Audit Committee) shall not exceed Five Hundred Thousand Saudi Riyal (SAR 500,000), in accordance with the controls set by the Capital Markets Authority (CMA). The BoD determines the special remuneration of the Chairman of the Board, for his work and responsibilities in this capacity, in addition to the remuneration paid to the Members of the Board mentioned above. This special remuneration is not subject to the maximum limit of the annual remuneration of the BoD, and if it exceeds the maximum limit, no objection status should be obtained from SAMA prior to recommending this special remuneration to the Shareholders’ General Assembly for approval.

Members of the BoD and/or the subordinate committees are entitled to a medical insurance for themselves and their dependent family members, except for those who enjoy this benefit through another entity with which such family member works or co-operates with. The Company also provides professional liability insurance coverage for the Board Members and/or subordinate committees.

Tawuniya indemnifies a Member of the BoD and/or subordinate committees for any government taxes or fees such as value-added tax arising from his membership in the Company’s Board. This compensation is not counted within the remuneration and compensations that fall under the upper limit earlier specified.

The Company’s Extra-Ordinary General Assembly held on 03 May 2022 approved the remuneration and compensation policy for the current Board Members and its subordinate committees. Accordingly, the BoD proposed remuneration for Board Members based on the recommendation of the Nomination and Remuneration Committee in addition to remuneration for the Chairman of the Board of Director for which the SAMA’s NOC was obtained in accordance with the relevant laws, regulations and instructions and with the conditions and standards approved by the General Assembly.

The Relationship between the Remuneration Awarded and the Applicable Remuneration Policy:

In granting the remuneration to the Board members, The Company adopts the contents set forth in Article (19) of the Articles of Association of The Company and in accordance with the policy of remuneration to the Board members and committees as well as the Executive Management, which has been approved by the Company’s General Assembly. It clarifies the mechanism for determining and approving remuneration for each of the BOD members and the executive management as mentioned above.

Remuneration of the Board Members

Members of Board of Directors Fixed remunerations Variable remunerations
Specific
amount
Allowance
for attending
Board meetings
Total allowance
for attending
committee
meetings
In-kind
benefits
Remunerations
for technical
managerial and
consultative
work
Remunerations
of the Chairman
Managing
Director or
Secretary, if a
member
Total Percentage of
the profits
Periodic
remunerations
Short-term
incentive plans
Long-term
incentive plans
Granted
shares
Total
First: Independent Members
Mr. Abdulaziz I. Alnowaiser 450 20 35 600 1,100
Mr. Homood A. Altuwaijri 600 20 70 690
Mr. Ehab Al Dabbagh 450 20 40 500
Total
Second: Non-Executive Members
Mr. Abdulaziz A. Al-Khamis 450 20 20 490
Mr. Waleed A. Aleisa 450 20 60 500
Mr. Ghassan A. Al-Malki 450 20 90 500
Mr. Jaser A. Al Jaser 450 20 45 500
Mr. Abdulrahman M. Al Odan 450 20 110 500
Dr. Khaled A. AlGhoneim 450 20 70 500
Total 5,280
Third: Executive Members
N/A
Total
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