Committees of the Board

Audit Committee

Formation, role and responsibilities of the committee

The Audit Committee was formed by the Ordinary General Assembly, as stipulated by the Corporate Governance Charter and the Bylaw. The Audit Committee exercises all powers conferred upon it by the Board of Directors. The Audit Committee is responsible for: financial reporting, the effectiveness of the system of risk management and internal control. Compliance with applicable external legal and regulatory requirements; monitoring the qualifications, expertise, resources and independence of both the internal and external auditors; and assessing the internal and external auditors’ performance and effectiveness each year. The audit committee helps in achieving the company’s objective and protects the interests of shareholders and investors. The Committee is composed of three members.

Audit Committee Members

Name	Current Positions	Previous Positions	Academic Qualifications	Joining date
Mrs Loulwa Mohammed Abdulkarim Bakr*	Chairman of the Audit Committee	Mentioned on Board of Directors page		04/12/1443 (corresponding to 03 July 2022)
Mr Abdulwahab Abdulkarim Abdulrahman Al-Butairi**	Chairman of the Audit Committee	Mentioned on Board of Directors page		09/09/1442 (corresponding to 21 April 2021)
Mr Mishal Salman Ghassab bin Mandeel	Member of the Audit Committee in the company from 2021 to date. Partner and Adviser at Balance Business Advisory Company, a limited liability company, working in the field of professional financial advisory and business consultations, from 2022 to date.	Privatisation Adviser at the Ministry of Transport, a government agency, working in the field of supervising the transport sector, from 2017 to 2022. Head of investment banking at Albilad Capital, a Saudi limited liability company, working in the field of investment, from 2009 to 2016. Manager of the Capital Markets Department at Albilad Capital, a Saudi limited liability company, working in the field of investment, from 2007 to 2009.	BA in Industrial Management, King Fahad University of Petroleum and Minerals, Kingdom of Saudi Arabia, 1997.	09/09/1442 (corresponding to 21 April 2021)
		Manager of Market Consultations at Bank Albilad, a Saudi joint stock company, working in the field of financial services, from 2004 to 2007. Corporate Marketing Manager at Zajoul Company, a Saudi limited liability company, working in the field of communications, from 2001 to 2004. Administrative Officer in BAE Systems, a Saudi limited liability company, working in various fields, from 1997 to 2001.
Mr Amin Abdel Raouf Hariz	Member of the Company’s Audit Committee, since 2021 to date. CFO, Miswak Dental Group, a Saudi closed joint stock company, medical care with a focus on dental and dermatology specialists, since 2018 to date.	CFO, Theeb Rent a Car Company, a Saudi listed joint stock company, car rental, from 2014 to 2018. Chief of Arrangement, Mergers, Acquisitions and Corporate Finance, TeamOne Consulting, a Saudi limited liability company, financial consulting, deal arrangement and financing, from 2011 to 2014.	Master’s degree in Corporate Finance and Markets, University of Carthage, Tunisia, 2006. MA in Auditing, Accounting and Taxation, University of Manouba, Tunisia, 2003 AD.	09/09/1442 (corresponding to 21 April 2021)
	Director, Iso Etanche, a Tunisian closed joint stock company, insulation contracting, since 2010 to date Partner, Franchise Lab, a Tunisian closed joint stock company, works in the field of e-marketing for commercial franchises and related professional services, since 2022 to date.	Manager of Transaction Consulting, Ernst & Young & Co (Certified Public Accountants), a Saudi joint venture, auditing, consulting and taxation, from 2007 to 2011. Acting Manager of Auditing, MTPF Price water house Coopers, a Tunisian limited liability company, auditing, consulting and taxation, from 2003 to 2007.	Bachelor of Commerce in Accounting, University of Carthage, Tunisia, 2002.

* Mrs Loulwa Mohammed Abdulkarim Bakr was appointed as the Chairman of the Audit Committee on 03 July 2022. Board approval may not be deemed final and this appointment shall be put before the General Assembly Meeting for approval

** Abdulwahab Albutairi has submitted his resignation from his role as the Chairman of the Audit Committee on 03 July 2022.

Audit Committee meetings

The Audit Committee is composed of three non-executive members. This includes two independent members. The committee held three meetings during the 2022 fiscal year that were attended by members as shown in the table below.

Member name	Position	7 Feb 2022	16 Mar 2022	8 Sep 2022
Mrs Loulwa Mohammed Abdulkarim Bakr	Chairman of the Audit Committee			✓
Mr Abdulwahab Abdulkarim Abdulrahman Al-Butairi	Chairman of the Audit Committee	✓	✓
Mr Mishal Salman Ghassab bin Mandeel	Audit Committee Member	✓	✓	✓
Mr Amin Abdel Raouf Hariz	Audit Committee Member	✓	✓	✓

Results of the annual review of effectiveness of internal control procedures of the Company

In the formation of the Audit Committee, the Company considered the requirements of corporate governance, in terms of its composition and its direct connection with the Company’s Ordinary General Assembly. The Committee was mainly responsible for reviewing Financial Statements and overseeing the work of the External Auditor and internal audit while ensuring the effectiveness of the control system for information.

Major areas reviewed by during the year:

• Reviewing and recommending the Financial Statements to the Board for approval.
• Approving Internal Audit Budget for the year.
• Review of the Internal Audit Annual Plan.
• Approving Internal Audit Reports conducted during the year which includes Information Technology, Cyber Security, Operations, Sales and Financial Control.
• Assessing External Audit Proposals and recommending the appointment of the External Auditor.

Investment Committee

Formation, role and responsibilities of the committee

The Investment Committee was formed by the Board of Directors. The Investment Committee exercises all powers conferred upon it by the Board of Directors. The Committee is composed of three members and is headed by the Chairman of the Board of Directors.

The Investment Committee is responsible for:

• Working with the Executive Management to develop the Company’s investment strategy and policy in line with the nature of its business, activities it engages in, and the risks it is exposed to, and recommend them.
• Reviewing the investment strategy periodically to ensure its suitability to the changes that may occur in the external environment in which the Company operates, the legislation regulating its business or its strategic or other objectives, and recommend to the Board of Directors regarding the proposed changes to this policy.
• General supervision of the Company’s investment activities and setting appropriate procedures for measuring and evaluating investment performance.
• Studying and evaluating the investment opportunities proposed by the Company’s Management in relation to the following transactions and making a recommendation on them:
  • Mergers or acquisitions of companies, businesses or assets.
  • Any termination, sale, transfer of ownership, exit or disposal of an existing investment.
  • Joint ventures under the agreement of partners or joint ventures.
  • Investing in new or existing projects or in expansion projects and the expansion of projects in which the company has an interest.
  • Any investment opportunity that the company’s management would like to enter into.
• Studying financing possibilities for the above-mentioned transactions.
• Ensuring that the proposed investment opportunities comply with the relevant laws, regulations and instructions.
• Defining and arranging priorities for the proposed investment offers.
• Studying periodic reports from the Executive Management on the progress of the approved investment opportunities.
• Seeking assistance from experts or specialists or others, in studying the topics that fall within its duties and responsibilities, after the approval of the Board of Directors.
• Approval of the investment opportunities proposed by the Company’s Management.

Investment Committee Members

Membership of the committee along with short biographies of members

Name	Position	Previous positions	Academic qualifications	Dates of appointment
HRH Prince Mishal bin Sultan Abdulaziz Al Saud	Chairman of the Investment Committee	Mentioned on Board of Directors page		27/10/1442H (corresponding to 08 June 2021)
Mr Abdulaziz Abdulrahman Mohammed Al Omran	Investment Committee Member	Mentioned on Board of Directors page		27/10/1442H (corresponding to 08 June 2021)
Mrs Loulwa Mohammed Abdulkarim Bakr	Investment Committee Member	Mentioned on Board of Directors page		27/10/1442H (corresponding to 08 June 2021)

Investment Committee meetings

The Investment Committee held two meetings during the 2022 fiscal year that were attended by members as shown in the table below.

Member name	Position	Nature of Membership	Meeting date
			[1st September 2022]	[27th November 2022]
HRH Prince Mishal bin Sultan Abdulaziz Al Saud	Chairman of the Investment Committee	Non - Executive	Attended	Attended
Mr Abdulaziz Abdulrahman Mohammed Al Omran	Investment Committee Member	Non - Executive	Attended	Attended
Mrs Loulwa Mohammed Abdulkarim Bakr	Investment Committee Member	Independent	Attended	Attended