Rule 1: Establishing a Balanced Board Structure

The company's Board of Directors has a structure that matches the size and nature of the company's activities, as well as the tasks and responsibilities assigned to it. The board's composition considers diversity in academic and professional experience, specialized skills, knowledge of relevant laws and regulations, and an understanding of the board's rights and duties. This includes a comprehensive understanding of the company's activities and all potential financial risks. The policy, standards, and procedures for board membership are based on the following principles:

  1. The company's board of directors should have a sufficient number of members to allow for the formation of the necessary number of committees required by governance rules. Currently, the board consists of seven members.
  2. The composition of the board should ensure diversity in expertise and specialized skills to enhance decision-making efficiency.
  3. The majority of the board members should be non-executive, and some should be independent, enabling them to make decisions without pressure or obstacles, which helps the board make sound decisions that contribute to the company's interests.
  4. The board should organize its work and allocate sufficient time to fulfill its assigned tasks and responsibilities.

The policies, standards, and procedures for board membership represent the initial step in a systematic approach in this area, prepared according to the provisions of the Corporate Governance Regulations issued by the Capital Market Authority (CMA). These regulations state that the board's duties include "preparing clear, specific policies, standards, and procedures for board membership, ensuring they comply with mandatory governance rules, and implementing them after approval by the general assembly." These policies detail all procedures and conditions related to board membership.

To ensure the board's effective operation, Marafiq has established a set of rules and procedures for the board's work, also prepared according to the CMA's Corporate Governance Regulations. These rules clarify the board's operating procedures, responsibilities, principles governing its work, and communication methods with shareholders and the executive management.

Additionally, a policy on the remuneration of board members, committee members, and executive management has been approved, prepared according to the Corporate Governance Regulations and the Saudi Companies Law. This policy aims to compensate and reward the board members, committee members, and executive management to motivate them to improve their performance, support the company's growth, and achieve its goals, while complying with applicable regulations and ensuring that remuneration aligns with market practices, regulations, and long-term strategic goals.



Jubail (Headquarters)
P.O.Box 11133
Jubail Industrial City, 31961, Kingdom of Saudi Arabia

P.O.Box 30144
Yanbu Industrial City, Kingdom of Saudi Arabia

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