The new corporate governance system issued by the Securities and Commodities Authority, which will enter into force after its publication in the Official Gazette, sets 31 tasks and obligations for the members of the boards of directors of public joint-stock companies, explaining that the tasks and responsibilities of the company's board of directors must be defined in its articles of association, so that it adheres to the following:
- Take the necessary measures to ensure compliance with the provisions of applicable laws, regulations, decisions and the requirements of regulatory authorities.
- Adopting the strategic directions and main objectives of the company and supervising their implementation, including setting the overall strategy of the company and the main business plans and constantly reviewing them, and setting the risk management policy and constantly reviewing them.
Besides determining the optimal capital structure for the company, its strategies and financial goals, approving the annual budgets, as well as overseeing the main capital expenditures of the company, its ownership and disposal of assets, setting performance goals, monitoring implementation and overall performance in the company, as well as periodically reviewing and approving organizational and functional structures in the company.
- Take steps to achieve internal audit of the work progress of the company, including: setting a clear policy approved by the board of directors to achieve internal audit of the work progress of the company, and developing detailed written systems and procedures for internal audit, that define duties and responsibilities consistent with the policy approved by the board The administration, requirements and general objectives stipulated in the relevant applicable legislation.
- Establishing a special department for internal auditing to follow up on compliance with the provisions of applicable laws, regulations and decisions, and the requirements of oversight bodies, policy, regulations, and internal procedures established by the Board of Directors.
- Establishing written procedures that regulate and address potential conflicts of interest for each of the members of the Board of Directors, senior executive management and shareholders, and the measures taken in cases of misuse of the company's assets and facilities, and the misbehavior resulting from transactions with related parties.
■ Ensuring the integrity of the administrative, financial and accounting systems, including those related to the preparation of financial reports.
- Ensuring the application of appropriate control systems for managing risks, by setting a general perception of the risks that the company may face and putting it up in a transparent manner.
- Setting clear and specific criteria and procedures for membership in the Board of Directors, and putting them into effect after approval by the General Assembly.
- Establishing a clear delegation policy in the company, according to which delegated persons and the powers delegated to them are defined.
- Establishing a policy that regulates the relationship with stakeholders in a manner that ensures the implementation of the company's obligations towards them, preserving their rights, providing the necessary information to them, and establishing good relations with them.
■ Establishing professional codes of conduct for members of the Board of Directors, employees of the company, its auditor and the persons entrusted with certain tasks of the company.
- Establishing procedures for applying the corporate governance rules and reviewing them, and evaluating the extent of compliance with them on an annual basis.
- Establish appropriate development programs for all members of the Board of Directors to develop and update their knowledge and skills and to ensure active participation in the Board of Directors, and to ensure commitment to implementing any training or qualification programs decided by the authority or the market.
- Defining the newly appointed member of the board of directors with all the departments and divisions of the company, and providing him with all the necessary information to ensure his correct understanding of the company's activities and works and his full awareness of his responsibilities.
- Establishing procedures aimed at preventing knowledgeable persons in the company from exploiting classified internal information to achieve material or moral gains.
- Establish a mechanism to receive complaints and suggestions submitted by shareholders, including their proposals to include specific topics on the agenda of the General Assembly in a manner that ensures their study and take the appropriate decision in this regard.
- Adopting the foundations for granting incentives, bonuses, and benefits for members of the Board of Directors and senior executive management, in a way that helps achieve the company's interest, goals, and objectives.
- Establishing the company's disclosure and transparency policy and following up on its implementation in accordance with the requirements of the supervisory authorities and the applicable legislation, provided that this policy includes commitment to disclosing periodic reports, material information, the property of knowledgeable persons and their relatives from the securities issued by the company, and the transactions of related parties with the company , And the benefits of directors and senior management. It also includes providing information to shareholders and investors in an accurate, clear, non-misleading manner and at specified times, enabling them to make their decisions, as well as using the company's website to enhance disclosure and transparency.
- Establishing a clear policy regarding the distribution of the company's profits in a way that serves the interests of the shareholders and the company. Shareholders should be informed of this policy in the general assembly meeting and referred to in the report of the Board of Directors.
- Ensuring the availability of the required resources to achieve the company's objectives.
- Ensure that the interests of shareholders and the company's assets are protected.
- Ensure that a compliance function is established to follow up on compliance with applicable laws, regulations and decisions, as well as regulatory requirements, internal policy, regulations and procedures established by the Board of Directors.
- Determine the company's acceptance of risks, including specific targets, ceilings or indicators related to the level of risk acceptance.
- Supervise the company's human resources policies.
- Ensuring accuracy and validity of the data and information that are disclosed in accordance with the policies and regulations in force in relation to disclosure and transparency.
Identify and recommend potential new board members for election by shareholders.
- Recommendation of the Board of Directors remuneration policy for approval by shareholders.
- Evaluating the general performance of the Board and its committees and members and their effectiveness and taking corrective actions as appropriate.
Ensuring that the Board of Directors communicates with stakeholders through the Investor Relations function.
- Forming specialized committees from the Board of Directors in accordance with the decisions that define the duration of these committees, their powers, tasks and responsibilities, as well as the method followed by the Board of Directors in monitoring these committees. These decisions should also specify the names of members, their duties, rights and obligations.
- Evaluating the performance of the council committees, members and work.
Stakeholders
The new governance system issued by the Securities and Commodities Authority,
The need to develop a policy governing the relationship with stakeholders, and it must
This policy covers, in particular, the following:
■ Mechanisms to compensate stakeholders in the event of violations of their rights established by the regulations and protected by contracts.
■ Mechanisms for settling complaints or disputes that may arise between the company and stakeholders.
■ Keep their information confidential.
■ The company's policy towards the local community and the environment.
The tasks of the Board of Directors include approving the strategic directions and the main objectives of the company and supervising their implementation.
- Evaluating the performance of the council committees, members and work within the responsibilities of the board of directors.