The Securities and Commodities Authority has stated that the newly issued Governance Manual sets 13 conditions and requirements necessary for candidacy for membership of the boards of directors of public joint-stock companies.
She indicated that, according to the guide, the company’s board of directors takes over the management of the company.
She explained that if the government possesses a percentage of (5%) or more of the company’s capital, it appoints a representative of it on the Board of Directors at that same percentage of the number of members of the board, and with a minimum of appointing at least one member, if the proportion required to appoint the member exceeds that percentage And her right to vote falls in the percentage for which the appointment is made, and if she remains with a percentage that does not qualify for the appointment of another member, then she may use that remaining percentage to vote, noting that the president and most members of the board of directors must be citizens of the state.
Candidacy controls
According to the evidence, the controls that the company must adhere to are as follows:
1 The number of board members must be appropriate to the size and nature of the company's activity.
2 Board members must collectively have the appropriate balance of skills, knowledge, competencies, experience, diversity and independence.
3 The company's articles of association specify the method of formation of the board of directors, the number of its members and the duration of membership, provided that the representation of women is not less than 20% of the formation of the board of directors, and the company is obligated to disclose the reasons for the failure to achieve this percentage, and it is also obligated to disclose the proportion of women representation in the board of directors in its report Annual about governance.
4 The Board of Directors is committed to developing policies on gender diversity, its goals and actions to meet those goals.
5 The articles of association specify executive and non-executive members and independent members, provided that most members of the board of directors are independent non-executives, who must have practical experience and technical skills for the benefit of the company, and in all cases when choosing non-executive members of the company, it is necessary that the member be Able to allocate sufficient time and attention to his membership, and that this membership does not represent a conflict with other interests of him.
6 The door to candidacy for membership in the Board of Directors must be opened and announced with an invitation to the General Assembly, and taking into account the following:
A- That the door for candidacy for membership in the Board of Directors remains open for at least 10 days from the date of the announcement.
B - Publish the names of the candidates and their information about the candidacy on the company’s bulletin board and on the company’s website on the International Information Network, at least two days before the date set for the company's general assembly meeting.
A- After closing the candidacy door, the candidate may not waive his candidacy for another person.
D- Providing the authority and the market with a list that includes the names of the candidates the day after the closing of the candidacy door.
Conditions for candidacy
According to the guide, the candidate for membership of the Board of Directors must fulfill the following conditions:
1 To have at least five years of experience in the activity of the company nominated for membership in its board of directors.
2 That he was not previously convicted of a criminal penalty or a crime against honor and honesty, unless he has been rehabilitated.
3 Not to issue a court ruling to dismiss him or strip him from his position as a member of the board of directors of one of the joint stock companies listed on the financial market during the year preceding the candidacy.
4 The professional record issued by the authority is free of administrative penalties.
5 The lack of court cases, communications or investigations against him related to honesty and integrity.
6 Any other requirements required by the company law or the company's articles of association.
7 to submit to the company the following documents:
A - CV indicating practical experiences, educational qualification and the capacity on which to nominate himself on the basis of (executive / non-executive / independent).
B- Acknowledgment of his commitment to the provisions of the Companies Law, the decisions implementing it, and the articles of association of the company, and that he will exert the care of the person keen to perform his work.
C- A statement of the names of the companies and institutions in which he operates or occupies the membership of their boards of directors, as well as any work he does directly or indirectly that constitutes competition for the company.
D - In the case of representatives of the legal person, an official letter from the legal person must be attached, specifying the names of his representatives nominated for membership in the Board of Directors.
The company's articles of association specify the method of forming the Board of Directors, the number of members exclusively, and the duration of membership.
- The General Assembly elects the members of the Board of Directors by cumulative secret vote.