In order to best serve the long-term interests of the Company and its stakeholders, Tawuniya has set out rules and standards to manage the Company, comply with best governance practices, and monitor the implementation of the Company’s Corporate Governance Policy, thereby ensuring the protection of shareholders’ rights, as well as, the rights of all other stakeholders. With shareholders enabled to hold the Board of Directors accountable as their representatives, and in turn, the Board carrying on its fiduciary duties to hold the management accountable, the Company balances the interests of all stakeholders while managing risks and achieving strategic goals.

Implemented provisions of Corporate Governance Regulations

In addition to Tawuniya’s industry-leading corporate governance practices, its Corporate Governance Policy determines the requirement and compliance with the following Corporate Governance Regulations:

  • The Cooperative Insurance Companies Control Law promulgated by Royal Decree No. (M/32) and lately amended in accordance to the Royal Decree No. (M/12) dated 23/1/1443H (corresponding to 01 September 2021), and its Implementing Regulations issued on 20 April 2004
  • The Companies Law issued by the Ministry of Commerce lately amended to be effective on 19 January 2023
  • The Corporate Governance Regulation in the Kingdom of Saudi Arabia and the Listing Rules issued by the Board of the Capital Market Authority (CMA)
  • The Insurance Corporate Governance Regulations issued by the Saudi Arabian Monetary Authority (SAMA) on 22 October 2015
  • The Audit Committee Regulation in Insurance and/or Reinsurance Companies issued by SAMA on 22 October 2015
  • The Company’s By-Laws
  • All other applicable and relevant rules and regulations for the Company and its Board of Directors.

The Company uses a high-level compliance system to continuously screen developments and requirements, to gather information about regulations, news, and messages, and acts on them proactively to prevent non-compliance.

Tawuniya has applied all Articles of the Corporate Governance Regulations issued by SAMA and the CMA except the following provisions:

Article No. or Paragraph Wording of Article or Paragraph Extent of
Application 		Reasons for Non-
Implementation 		Notes
Article 78 (a) – CMA Corporate Governance Regulations The internal audit unit or department shall prepare and submit a written report on its activities at least quarterly to the Board and the Audit Committee. Such report shall include an assessment of the Company’s internal control system and the final opinion and recommendations of the unit or department. Such report shall also specify the procedures taken by each department for addressing the findings and recommendations from the previous audit, and any remarks thereon, particularly failures to promptly address such findings and recommendations and the reasons for such failure. N/A Guiding Article, not binding The internal reports are submitted on a quarterly basis to the Audit Committee, and submitted on an annual basis to the Board of Directors. Nonetheless, when deemed necessary, the Internal Audit department will report to the Board on a quarterly basis.
Article 87 – CMA Corporate Governance Regulations Social Responsibility The Ordinary General Assembly based on the Board recommendation, shall establish a policy that guarantees a balance between its objectives and those of the community for the purposes of developing the social and economic conditions of the community. N/A Guiding Article,
not binding 		There is a corporate social responsibility policy duly approved by the Board of Directors.
Article 93 (a (4) b) –
CMA Corporate Governance Regulations 		The Company shall disclose the remuneration of the five Senior Executives who have received the highest remuneration from the Company, provided that the Chief Executive Officer and the Chief Financial Officer are among them. Incompliance Mandatory The Company discloses the total element of the remuneration of its senior executives in accordance with the statutory requirements of Article 93 (4-b) of the Corporate Governance Regulations, which states that the remunerations of senior executives is to be disclosed collectively. In order to protect the interests of the Company, its shareholders and its employees, and to avoid any damage that may result from the disclosure of such information in detail to the extent of job titles and positions, with details of remuneration is not presented pursuant to Appendix (1), Remuneration Schedule of Corporate Governance Regulations related to Senior Executives, and that is based on paragraph (B) Article 60 of Rules on the Offer of Securities and continuing Obligations. Additionally, the new Company’s Law issued in 2023 only discusses the disclosure of Board remuneration and does not pertain to the Company’s Executives.
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