BOD Committees
  1. Composition of Board of Committees:

    1. The Board of Directors shall set up permanent and temporary committees with the aim of distributing the functions and activities of the Board of Directors among the members of the Board and the Executive Management, providing sufficient time for detailed deliberations on all aspects of the work and supporting the Board to carry out specific tasks and submit periodic reports and recommendations.

    1. Members of the committees shall be appointed by the Council. Members of the Council shall be appointed periodically, in accordance with the Council's view. It is necessary to appoint a sufficient number of non-executive members of the Council in addition to independent members in accordance with best practices and regulations, and to serve the purpose of the Committee putting into consideration the qualifications required for membership of the Committee.
    1. The composition of the committees of the Board of Directors shall be in accordance with general procedures established by the Board of Directors, which shall include determining the mission of the Committee, the period of its work and the powers vested in it during this period, and the manner in which the Board of Directors shall control them. The Committee shall inform the Board of Directors of all the achievements and decisions with absolute transparency. The Board of Directors shall follow up the work of the committees on a regular basis to verify the performance of the tasks entrusted to it. The Board of Directors shall approve the charters of all committees.

 

  1. Types of Board Committees:

The Board of Directors shall be responsible for forming, appointing and assigning the functions of the members of each of the committees. The committees of the Board of Directors shall have the authority to act according to the tasks set forth in the charters of the committees and to inform the Board with the recommendations made. Such committees may invite any executive management, internal and external auditors and other staff members deemed necessary to attend its meetings. The Board of Directors shall form the committees in accordance with the decisions taken by the Board, including but not limited to:

 

  1. Standing committees: They have full awareness of the status of what had been achieved as they are responsible of following up on their tasks and the results of their work regularly through periodic reports through:
        • Audit and Risk Committee.
        • Governance Committee.
        • Remuneration and Nominations Committee.
        • Shari'a Supervisory Board.
        • Other committees.

 

  1. Temporary committees: They are formed to study specific and emergency topics and their tasks end as soon as their purpose is accomplished after reporting to the Board of Directors.

 

  1. Conditions to be provided by committee members:

    1. The Member shall have the appropriate capacities, qualifications, experience and the courtesy to perform his/her duties and responsibilities. For membership of the Audit and Risk Management Committees, knowledge of the financial, accounting and administrative rules is required.
    1. The member should not have any conflict of interest, neither by having any direct or indirect interest with reference to the business and contracts that are made on the company's account.
    1. The member of the committee shall abide by the commitment of the membership of the Board of Directors which enforces the confidentiality and of the privacy of the information and not disclosing the secrets of the company.

 

  1. Membership of Committees:

    1. The number of each committee members shall not be less than three members and not more than five.

    1. The duration of the committee membership shall be from one to three years and shall not exceed the remaining period of membership of the Board of Directors.
    1. The Board of Directors shall appoint an alternate if one of the members of the Committee positions become vacant.
    1. Each of its members shall elect a chairman at its first meeting. The committee's rapporteurs shall be chosen from the employees of the company.

 

  1. Termination of Committees:

The term of the committees shall be terminated and the Board of Directors shall be restructured in the following cases:

    1. Upon expiration or expiration of its members in accordance with the applicable regulations.
    2. When the Council deems it is necessary.
    3. When a new Board of Directors is elected.

 

  1. Committees charters:

Each Board of Committee shall have a specific and documented charter to be adopted by the Council (refer to the Charters of Committees). These charters serve as guidance for the members of the committees on the performance of their functions and powers. The Board of Directors discusses and circulates the charters of the committees to promote the principle of transparency, and updates them when necessary. The committees' charters should include the following matters:

  1. Objectives and functions of the committee.
  2. Composition and membership of the Committee.
  3. Powers.
  4. Quorum.     
  5. Gathering information.
  6. Meetings and Minutes.
  7. The rapporteurs.
  8. Reporting procedures.     

 

  1. Supervising Committees:

The Board of Directors shall monitor and supervise the committees through the reports and recommendations submitted to it. The recommendations and resolutions of the Board of Directors shall be documented in the meetings minutes of the Council.

 

Charter of the Audit and Risk Committee

  1. Objective:

The Audit and Risk Committee aims to assist the Board in carrying out its responsibilities to verify compliance with the auditing standards, effectively apply the Company's various policies, identify weaknesses and take remedial action as well as manage the risks to which the Company may be exposed and raise recommendations to the Board.

 

  1. Formation:
    1. The Committee shall be formed by the Board of Directors as a standing committee which shall continue throughout the session of the Board (three years).
    2. The Board shall be entitled to choose an alternate member for any resigning, withdrawing or removed members.
    3. The Committee shall consist of three (or more) members of the Board who are "non-executive" with financial and accounting experience and at least one independent member.
    4. The members of the Committee, through their admission to participate in this Committee, accept that their performance shall be assessed on an annual basis.
    5. The Committee shall determine the Chairperson, Vice-Chair of the Committee, Rapporteur and Secretary at its first meeting.

 

  1. Functions of the Committee:
  1. Reviewing the interim and annual financial statements and the report of the external auditor and approving them in principle before submitting them to the Board for final approval, in order to ensure the fairness and transparency of the financial reports.
  2. Ensuring the adequacy and comprehensiveness of the scope of the external audit and ascertaining the independence of the external auditor of the company and limiting the factors that may weaken its independence and verify the existence of coordination between the works of the external auditors.
  3. Studying the observations of the external auditors on the financial statements of the company and following up on what has been done.
  4. Study the accounting principles and policies applied in the company and examine any changes that may affect the financial position of the company and identify the reasons for these changes.
  5. Review and approve the annual internal audit plan.
  6. Supervise internal audit work, review and approve the scope and periodicity of audit work.
  7. Review the internal audit reports of the different departments of the company, discuss the comments received thereon, take corrective decisions, and determine the persons executing them in addition to the expected period of implementation.
  8. Reviewing the adequacy and effectiveness of the Company's internal control systems, including strategies, policies and procedures relating to good practices for managing and monitoring the various risks and verifying the implementation of such policies and strategies.
  9. Follow-up on the implementation of the agreed correction procedures in accordance with a specific timetable.
  10. Review the reports of the regulatory bodies and ensure that the necessary procedures have been taken.
  11. Review the reports of the Shari'a Supervisory Board before submitting them to the Board of Directors for approval.
  12. Review and initial adoption of policy and procedure manuals for internal audit and risk management.
  13. Ensure the company's compliance with relevant laws and regulations.
  14. Nomination and appointment of internal auditor, transfer, removal or change, identification of fees and verification of their effectiveness in carrying out the work.
  15. Recommend to the Governing Council the appointment or reappointment of the external auditors or their change and the determination of their fees.
  16. Review deals and transactions with relevant parties and make appropriate recommendations thereon to the Board.
  17. Conduct periodic meetings independently with the external auditor and at least four times with the internal auditor, as well as when required at the request of the committee.
  18. Ensure that adequate risk management resources and systems are available, review the organizational structure of risk management and make recommendations before it is approved by the Board, and ensure that management personnel have a full understanding of the risks surrounding the company and ensure the independence of risk management personnel from operational activities.
  19. Assisting the Board in identifying and evaluating the acceptable level of risk at the Company and evaluating systems and mechanisms for identifying, measuring and monitoring the various types of risks that the company may be exposed to.
  20. Studying and reviewing the Company's risk assessment reports and actions taken to reduce or mitigate these risks within the acceptable risk ratios approved by the Company against the expected benefits.
  21. To carry out any other responsibilities entrusted to the Committee by the Board of Directors in accordance with the approved system of powers.

 

  1. Powers:

The Committee shall have the widest powers in order to have access to all the information required to perform its functions, including:

                                                                              

  1. Contact and follow up with the company's departments and employees, external and internal auditors, and the right to use internal and / or external resources and consultants specialized in various fields that serve its objectives within the scope of its powers granted by the Board to achieve its objectives and carry out its duties and responsibilities.
  2. Communicate and inform the Board about the work of the Committee, by making recommendations and / or reports.
  3. Evaluate auditors' performance and independence and make recommendations on the nomination, appointment, and reappointment of auditors.
  4. Investigate or instruct the internal auditor to investigate any cases or allegations of fraud, misconduct, violation of the Labor Code and any other irregularities emanating from any employee of the Company.
  5. Follow up the documents work cycle through the Enterprise Resources Plan in each department and monitor and supervise compliance with policy and procedure manuals and propose appropriate solutions and actions to be taken for each case.
  6. The Committee may invite those it considers appropriate or necessary to attend its meetings in relation to expertise, competence and advice from inside /outside the Company.

 

  1. Quorum and Decisions:
  1. The quorum shall be completed in the presence of two members of the Committee provided that the Chairman or Vice-Chairman of the Committee is one of them.
  2. In the event of a quorum in the presence of two members of the Committee and there was a difference in the decision on one of the topics, it shall be postponed for the subsequent meeting for the third member to attend.
  3. The necessary recommendations are made during the meetings and are documented by a record or by passing decisions and adopted by the members of the committee.
  4. In the event of a conflict between the recommendations of the Committee and the decisions of the Board of Directors, the Board shall specify the details of the recommendations and the reasons for the decision not to abide by them in the report of governance.

 

  1. Meetings:
  1. The Committee meets at least four times a year on a quarterly basis at such time and place as it considers appropriate, and before meetings of the Board to prepare the necessary recommendations from the Committee to the Board.
  2. Additional meetings may be requested in accordance with the need as the Committee deems appropriate on the request of any of its members or at the request of the internal auditor, the external auditor or the Risk Management and Compliance Unit.
  3. The meetings of the Committee can be held through conference and video conference calls, where all participants can communicate and discuss the necessary decisions and recommendations. Minutes of the meeting shall be documented and approved by all the participating members.
  4. A special record shall be prepared confirming the minutes of the meetings of the Committee.

 

  1.  Functions of the Rapporteur:
  1. Follow up internal and external audit procedures.
  2. Follow-up to the audit reports, findings and observations of the internal auditor and the responses of the concerned departments and the necessary compliance and / or correction procedures before presenting them to the Committee.
  3. Report on internal audit reports.
  4. Follow-up to obtain risk reports, findings and observations by the Risk Management and Compliance Unit and responses of the concerned departments and the necessary compliance and / or correction procedures before submitting them to the Committee.
  5. Prepare a report on the risk management process and make recommendations thereon and submit them to the Risk Committee.
  6. Preparation, arrangement and review of all documents, references, studies, questionnaires, surveying forms and reports required for the meetings of the Committee in coordination with the executive management, the relevant parties and the concerned employees and / or entities within or outside the company.
  7. Coordination with members of the Committee on meetings and topics to be included on the agenda of the meeting.
  8. Prepare the draft agenda of the Committee's meetings and make recommendations supported by the necessary documentation on the topics proposed for inclusion on the agenda of the meetings for discussion.
  9. Adoption of invitations and agendas by the Chairman of the Committee.
  10. Accurate record of meeting minutes and adoption by committee members.
  11. Reviews the work of the Committee and follow up the implementation of the recommendations issued by it and has been approved by the Board.

 

 

  1. Reports:
  1. The minutes and documents attached to them shall be circulated to the members of the Committee by the Committee's Rapporteur upon the approval of the Chairman of the Committee either by hand or by e-mail after being approved or signed by the members of the Committee.
  2. Quarterly reports are submitted to the Board of Directors containing the opinion and significant notes on the interim financial statements.
  3. The Committee shall submit an annual report to the Board of Directors of the Company, including a summary of all the work carried out by the Committee during the period, as well as the important notes contained in the internal audit reports and the procedures taken thereon, as well as the important observations contained in the reports of the Risk Management and Liability Unit and how they were managed.

 

Charter of the Committee on Governance

  1. Objective:

The Corporate Governance Committee aims at verifying the preparation, follow-up and monitoring of the application of the principles of good governance and complying with the instructions, regulations and laws issued by the various regulatory bodies in this regard and the appropriateness of the policies, regulations and procedures applied by the company to these instructions and taking corrective and preventive measures, Enjoyed by the management of the company and protect the rights of shareholders and stakeholders.

 

  1. Composition:
  1. The Committee shall be formed by the Board of Directors as a standing committee which shall continue throughout the session of the Council (three years).
  2. The Board of Directors shall be entitled to choose an alternate member for any resigning or withdrawing member or whoever is removed by the Board of Directors.
  3. The Committee shall consist of three (or more) members of the Board of Directors with at least one of its members being members of the Independent Audit and Risk Committee and the Chairman of the Board as Chairman.
  4. The members of the Committee, through their admission to participate in this Committee, accept that their performance shall be assessed on an annual basis.
  5. The Committee shall determine the Chairperson, Vice-Chair of the Committee, Rapporteur and Secretary at its first meeting.

 

  1. Function and Committees:
  1. Reviewing, modifying and approving the governance guide in line with the requirements of the Capital Market Authority and other regulatory bodies before submitting it to the Board of Directors for final approval.
  2. Supervising and supervising the implementation of the principles and governance frameworks adopted by the Board of Directors in accordance with the Governance Guide.
  3. The permanent and continuous review of the decisions, laws and instructions issued by the regulatory bodies regarding the rules and practices of governance and recommendations to the Board of Directors regarding the changes it deems necessary for the development and application of new standards and practices.
  4. The formation of subcommittees and task forces by a decision of the chairman of the committee alone or members of the committee together to carry out specific tasks that will support and support the best application of the principles and frameworks of governance and raise awareness among employees of the importance of the objectives and requirements of governance.
  5. Report and recommendations on the results of the application of governance and compliance with applicable laws and regulations.
  6. Report and recommend any violations, irregularities or observations in the area of ??compliance with applicable laws and regulations in the framework of governance and proposed solutions in coordination with the Audit and Risk Committee.
  7. Supervising the preparation of the social responsibility plan and submitting it to the Board of Directors for final approval.
  8. Supervise the implementation of the social responsibility plan.
  9. Supervising the preparation of the Annual Social Responsibility Report and approving it for submission to the Board of Directors for final approval.
  10. Coordinate with Risk Management and Compliance to ensure compliance and best practices of the Corporate Governance Guide.
  11. Supervising and ensuring the application of the principles of governance in subsidiaries and associates and submitting reports to demonstrate their commitment.
  12. Briefing the Board of Directors on the latest developments, decisions and laws issued by the various regulatory bodies.
  13. Review the compliance reports periodically on a semi-annual basis to ensure that the Company is committed to applying the principles of governance and any comments thereon.
  14. Reviews the reports of the cases brought against the company and verify the reasons and the current situation and make recommendations thereon.
  15. To conduct an annual review of the Commission's system, propose changes and submit recommendations to the Governing Council.
  16. Follow-up performance of the members of the board of directors and executive management in accordance with KPIs.
  17. To carry out any other responsibilities entrusted to the Committee by the Board of Directors in accordance with the approved system of powers.

 

  1. Powers

The Committee shall have the widest powers to have access to all the information required to perform its functions, including:

  1. Contact and follow up with the company's departments and employees, external and internal auditors and the right to use internal and / or external resources and consulting specialized in various fields that serve its objectives within the scope of its powers granted by the Board to achieve its objectives and carry out its duties and responsibilities.
  2. Communicate and inform the Board of Directors about the work of the Committee, by making recommendations and / or reports.
  3. Invitation of those deemed appropriate or necessary to attend its meetings with expertise, competence or advice from within or outside the company.

 

  1. Quorum:
  1. The quorum shall be completed in the presence of two members provided that the Chairman or Vice-Chairman of the Committee is one of them.
  2. In the event of a quorum in the presence of two members of the Committee and there was a difference in the decision on one of the topics is postponed item for the subsequent meeting to attend the third member of the decision.
  3. The necessary recommendations are made during the meetings and are documented by a record or by passing decisions and adopted by the members of the committee.

 

  1. Meetings:
  1. The Committee shall hold at least two meetings per year, at such time and place as it deems appropriate and prior to the meetings of the Board of Directors, to make the necessary recommendations from the Committee to the Board of Directors.
  2. Additional meetings may be held in accordance with the need and what the Committee deems appropriate or at the request of one of its members or at the request of the Head of Risk and Compliance Unit.
  3. The meetings of the Committee can be held through the Conference & Video Conference Calls, where all participants can discuss and discuss the necessary decisions and recommendations. Minutes of the meeting will be documented and approved by all the participating members.
  4. A special record shall be prepared confirming the minutes of the meetings of the Committee.

 

  1. Functions of the Rapporteur of the Committee:
  1. Preparation, coordination and review of all documents, references, studies, questionnaires, surveying forms and reports required for the meetings of the committee in coordination with the executive management in the company and the relevant parties and specialists and concerned employees of the company or the concerned authorities inside or outside the company.
  2. Prepare the draft agenda of the Committee's meetings and make recommendations supported by the necessary documentation on the topics proposed for inclusion on the agenda of the meetings for discussion.
  3. Coordination with the members of the Committee on its meetings and themes.
  4. Adoption of invitations and agendas by the Chairman of the Committee.
  5. Accurate record of meeting minutes and adoption by committee members.
  6. Reviews the work of the Committee and follow up the implementation of the recommendations issued by it and has been approved by the Board of Directors.

 

  1. Reporting procedures:
  1. The necessary recommendations will be made during the meetings and documented in the minutes or pass decisions and approved by the members of the committee.
  2. The minutes and documents attached to them shall be circulated to the members of the Committee by the Committee's Rapporteur upon the approval of the Chairman of the Committee either by hand or by e-mail after being approved or approved by the members of the Committee.
  3. The Committee shall submit an annual report to the Board of Directors containing a summary of all the work carried out by the Committee during the period, as well as the important observations contained in the compliance reports and the actions taken thereon.

 

 

Charter of the Committee of Rewards and Nominations

 

  1. Objective:

The Rewards and Nominations Committee aims to assist the Board of Directors in discharging its supervisory responsibilities and duties to ensure the nomination of the necessary competencies for the Board of Directors and the executive and administrative positions in the Company and to verify that they are carried out in accordance with an institutional framework characterized by efficiency and transparency. And to ensure the safety and health of the company's remuneration and allowances policy for Board members and executive management and to verify that the company's remuneration policy is fair and contributes to attracting highly qualified and professional human resources, as well as establishing the principle of belonging to the company.

 

  1. Formation:
  1. The Committee shall be formed by the Board of Directors as a standing committee which shall continue throughout the session of the Council (three years).
  2. The Board of Directors shall be entitled to choose an alternate member for any resigning or withdrawing member or whoever is removed by the Board of Directors.
  3. The Committee shall consist of three (or more) members of the Board of Directors with at least one of its members being independent members.
  4. The members of the Committee, through their admission to participate in this Committee, accept that their performance shall be assessed on an annual basis.
  5. The Committee shall determine the Chairperson, Vice-Chair of the Committee, Rapporteur and Secretary at its first meeting.

 

  1. Functions of the Committee:
  1. Initial approval of the annual employment plan according to the company's needs and executive management recommendations for submission to the Board of Directors for final approval.
  2. Initial approval of the plan for the rotation and replacement of executive positions for submission to the Board of Directors for final approval.
  3. Recommend nomination and re-nomination to the Board of Directors and the Committees of the Council.
  4. Develop job descriptions for executive and non-executive board members and independent members.
  5. Ensure that the independence of the independent board member is not independent.
  6. To make recommendations to the Board of Directors to appoint members of executive management and vacant leadership positions in accordance with approved policies and standards, in a manner that does not conflict with the regulations and regulations.
  7. Ensure the nomination of the most efficient, experienced, capable and skilled to exercise the functions assigned to any vacancy according to the best standards.
  8. Supervising the preparation and identification of the company's competencies at the level of executive management and the rest of the staff and the basis of their selection and recruitment processes and terms of contract with the company's employees directly responsible to the CEO and executive vice presidents and amendments to employment contracts and renewals and / or termination of services and resignation of staff.
  9. Determining the strengths and weaknesses of the Board of Directors through self-evaluation and recommending the necessary measures to correct any deficiencies in proportion to the Company's interest.
  10. Supervising the preparation of the training plan for all employees of the company and monitoring its application.
  11. To approve the structure of the company's grades and salaries.
  12. Establish clear policies on compensation and risk insurance for the professional responsibility of Board members and define policies and standards for performance measurement and implementation.
  13. To prepare and develop the policy of allocations and rewards of Board members in accordance with the applicable laws, provided that the recommendation is submitted to the Board of Directors for approval subject to the approval of the Ordinary General Assembly.
  14. Preparing and developing the policy of the allocations and rewards of members of the committees of the Council.
  15. Define the different segments of the bonuses to be awarded to employees, such as the fixed bonus segment, the performance bonus segment, the equity bonus segment and the end of service bonus segment.
  16. Supervising the preparation of the policy for the granting of bonuses and promotions, increases, benefits, incentives and salaries to executive management and employees.
  17. To verify that the bonuses awarded are in accordance with the company's policies, as well as periodically review these policies and evaluate their effectiveness in achieving the desired objectives of attracting human cadres and maintaining competent employees.
  18. Prepare a detailed annual report on all awards to members of the Board and Executive Management, provided that this report is submitted to the General Assembly for approval.
  19. To carry out any other responsibilities entrusted to the Committee by the Board of Directors in accordance with the approved system of powers.

 

 

  1. Powers:

The Committee shall have the widest powers to have access to all the information required to perform its functions, including:

 

  1. Communication and follow-up to obtain information from the Human Resources and Administration Group as well as policies and procedures, questionnaires, surveys, studies, etc., and provide relevant information on reward and promotion policies, increases, benefits, incentives, salaries, training, succession plan and staffing and any changes necessary to Policies when needed.
  2. Communicate and inform the Board of Directors about the work of the Committee, by making recommendations and / or reports.
  3. Invite those it deems necessary to attend its meetings with expertise, competence or advice from within or outside the company.

 

  1. Quorum:
  1. The quorum shall be completed in the presence of two members provided that the Chairman or Vice-Chairman of the Committee is one of them.
  2. In the event of a quorum in the presence of two members of the Committee and there was a difference in the decision on one of the topics is postponed item for the subsequent meeting to attend the third member of the decision.
  3. The necessary recommendations are made during the meetings and are documented by a record or by passing decisions and adopted by the members of the committee.

 

  1. Meetings:
  1. The Committee shall hold one meeting per year, at the time and place it deems appropriate. And before meetings of the Governing Council to make the necessary recommendations from the Committee to the Governing Council.
  2. Additional meetings may be held in accordance with the need and the Committee deems appropriate or at the request of a member of the Committee or the Executive Chairman of the Human Resources and Management Group.
  3. The meetings of the Committee can be held through the Conference & Video Conference Calls, where all participants can discuss and discuss the necessary decisions and recommendations. Minutes of the meeting will be documented and approved by all the participating members.
  4. A special record shall be prepared confirming the minutes of the meetings of the Committee.

 

  1. Functions of the Rapporteur:
  1. Preparation, coordination and review of all documents, references, studies, questionnaires, survey forms and reports required for the meetings of the Committee in coordination and cooperation with the Department of Management and Human Resources as well as with the relevant and competent and concerned employees of the company or the concerned bodies inside or outside the company.
  2. Prepare the draft agenda of the Committee's meetings and make recommendations supported by the necessary documentation on the topics proposed for inclusion on the agenda of the meetings for discussion.
  3. Coordination with the members of the Committee on its meetings and themes.
  4. Adoption of invitations and agendas by the Chairman of the Committee.
  5. Accurate record of meeting minutes and adoption by committee members.
  6. Reviews the work of the Committee and follow up the implementation of the recommendations issued by it and has been approved by the Board of Directors.

 

  1. Reporting procedures:
  1. The necessary recommendations are made during the meetings and are documented by a record or by passing decisions and adopted by the members of the committee.
  2. The minutes and documents attached to them shall be circulated to the members of the Committee by the Committee's Rapporteur upon the approval of the Chairman of the Committee both by hand or by e-mail after being approved and approved by the members of the Committee.
  3. The Committee shall submit an annual report to the Board of Directors containing a summary of all the work of the Committee carried out during the period and recommendations thereon.

 

 

Charter of the Shari'a Supervisory Board

 

  1. Objective:

The Shari'a Board is an integral part of the internal control system to ensure the adequacy and effectiveness of the company's Shari'a Supervisory System and to provide reasonable assurance that the Company's management has taken responsibility for the implementation of Shari'a principles, principles and standards as well as the company's compliance with all its transactions, Which contributes to the establishment of a climate of trust between its customers and shareholders who wish to invest their money in ways that are in accordance with the provisions of Islamic law and principles, as well as providing advice and guidance to the company to achieve the provisions of Sharia Hanif.

 

  1. Functions of the Committee:

The Shari'a Supervisory Board shall be responsible for the audit procedures to ensure compliance with Shari'a principles and controls, prepare and review the working papers, document the results and report to the Board of Directors, including the following:

 

  1. Review any contracts, transactions, related to the company's activities and projects before completing the transaction.
  2. Review the relevant documents of the terms, contracts and agreements for transactions prior to their conclusion by the company to ensure that their conditions are in accordance with the rules and principles of Sharia.
  3. Review the financial statements to ensure that they are in accordance with the principles and principles of Islamic Sharia.
  4. Recommending the approval or not to approve any transaction or contract or any transactions or documents that do not comply with the provisions and principles of Sharia and propose amendments in accordance with the principles and provisions of Islamic law.
  5. Ensure that income derived from transactions that are not in accordance with Shari'a rules and principles has been donated for charitable purposes.
  6. Guaranteeing the payment of zakat in accordance with the principles and provisions of Islamic Sharia
  7. The Shari'a Supervisory Board shall study any other matters referred to it by the Company's Legal Department or by the Board of Directors within its jurisdiction.

 

  1. Powers:

The Board of Directors authorizes the Shari'a Supervisory Board to address and obtain any relevant information within its area of competence that may be required of administrations including records and transactions from all sources concerned with the Company to carry out its duties and duties.

 

  1. Appointment:

The board of directors of the company nominates a certain body representing the Shari'a Supervisory Board of recognized religious scholars with competence and experience in the field of Islamic law, provided that they are not less than three members, to be submitted to the general assembly of the company for approval of the appointment.

 

  1. Decisions:

In the event of a dispute between the members of the Shari'a Supervisory Board on the Islamic ruling, the company may refer the dispute to the Fatwa Committee in the Ministry of Awqaf, which is the final reference in this regard. The Shari'a Supervisory Board shall submit an annual report to the General Assembly of the Company, including its opinion on the extent of the company's compliance with the provisions of the Islamic Sharia and its observations. This report shall be included in the annual report of the Company.