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General Responsibilities of Board of Directors:
The board of directors shall assume full responsibility for Salia Real Estate Company including the establishment of corporate strategic goals, risk strategy and governance criteria as well as the responsibility for application of such goals and criteria and control over sound application thereof in addition to supervision on the executive management including the chief executive officer.
The board shall also assume all responsibilities related to Salhia Real Estate Company operations and financial safety, check the fulfillment of the requirements of regulatory bodies, protect the interests of shareholders, creditors, employees and other stakeholders and ensure that Salhia Real Estate Company is run wisely in accordance with the applicable laws and instructions and the corporate internal policies.
Control over Executive Management
The board of directors shall appoint the company’s chief executive officer who is honest, competent and professional. The board of directors’ approval should be secured upon appointment of the executive management which shall report to the chief executive officer or the chairman of board of directors. The board shall also supervise the executive management sufficiently to check the performance of its role within the context of realization of Salhia Real Estate Company’s objectives and goals and the application of the policies approved by board of directors.
The board of directors consists of 8 members and may establish its own committees within the framework of good governance requirements issued by Capital Markets Authority.
Role of Chairman
The chairman plays important role as he is responsible for the smooth workflow of the board of directors and maintenance of the mutual trust between the members. He shall also ensure that the board would make decisions based on sound bases and information. He seeks to exchange points of view within the board and ensures the timely provision of sufficient information to all members and shareholders and the availability of good governance criteria at Salhia Real Estate Company. The chairman acts as point of contact between the board and the executive management.
Organization of Board Proceedings
The board of directors meeting shall be held whenever necessary but not less than six times each year. The decisions made within the minutes of meetings shall be binding and shall become an integral part of the records of Salhia Real Estate Company.
The chairman shall consult the executive management regarding the significant issues proposed to be included in the board meeting agenda. The board members shall be provided with sufficient particulars and information in sufficient time before the board meetings to take necessary decisions. The board secretary shall note down the board discussions and the members’ proposals and the results of voting made at the board meetings. The responsibilities of the chairman and members of the board of directors should be in writing subject to non-conflict with the relevant legislation and regulations.
Secretary of Board of Directors
The role of the secretary of the board of directors is to help the board and its chairman run the board affairs including the following:
• Timely preparation of the minutes of meeting in collaboration with the chairman and the chief executive officer.
• Organization and coordination for the attendance of the board of directors and shareholders’ meetings
• Filing of the minutes and drafts of the board meetings
• Execution of any instructions issued by the board
• Verification of compliance with all legal requirements with respect to the board affairs.
Powers of Board Members
• The board of directors may obtain all available information for discussion at the meeting and before the meeting.
• To be giving sufficient time for examination and discussion of issues.
• Allow the members to get the necessary trusted information including access to the employees. They shall have the right to obtain such resources and information from Salhia Real Estate Company through appropriate channels if necessary.
Power of Authorization
The board of directors has authorized the chairman to perform certain acts in addition to his own duties stated under the commerce law. The board has also authorized the chief executive officer to perform the corporate day to day works.
Board of Directors Qualifications
The board of directors of Salhia Real Estate Company and its committees should have qualified and experienced members to best serve the interests of the company, shareholders and stakeholders.
The board is required at least once a year to review and assess the performance of its members and its committees as well as the performance of all managers appointed by the board.