First: Conditions for Candidacy for Membership of the Board of Directors: Taking into account the policy, criteria and procedures for membership in the Board of Directors of the Mohammed Hassan Al-Naqool Sons Company approved by the resolution of the Extraordinary General Assembly on December 15, 2019 (attached), among which are the following: 1. Leadership ability: by having leadership skills that qualify him to grant powers that lead to motivating performance and applying best practices in the field of effective management and adherence to professional values and ethics. 2. Efficiency: by having the academic qualifications, appropriate professional and personal skills, level of training, and practical experience related to the company's current and future activities, management, economics, accounting, law or governance, as well as the desire to learn and train. 3. Good Conduct: Continuous commitment to work ethics and to the provisions of the applicable laws, regulations, and instructions. 4. A member of the board of directors shall not be a member of the board of directors of more than five joint stock companies listed on the market at the same time. Second: Procedures for Candidacy for Membership of the Board of Directors: 1- Submission of a written application signed by the candidate expressing his desire to run for membership in the Council, including an introduction to the candidate in terms of his biography, qualifications, and practical experience. 2- Fill out form No. (1) (attached) for the CV in both Arabic and English, explaining the candidate's personal data, qualifications and experience in the company's business field, provided that the form is sent in (PDF) format. 3- Fill out the nomination form issued by the Capital Market Authority No. (3) (attached), provided that the form is sent in (PDF) format. 4- All forms must be filled out in both Arabic and English in order to comply with the Capital Market Authority Circular No. (p. 7/5/56465/20) dated 10/26/2020 AD. 5- The candidate who has previously served as a member of the board of directors of a joint stock company must indicate the number and date of the boards of directors of the companies to which he has been a member. 6- A statement of the joint stock companies of which he is still a member. 7- The candidate must clarify the capacity of the membership, that is, whether the member is an executive member, a non-executive member, or an independent member. 8- The candidate must clarify the nature of the membership, whether he is a candidate in his personal capacity or a representative of a legal person. 9- If the candidate has previously served as a member of the Board of Directors of Al Naqool Company, he must attach to the nomination notification a statement from the company’s management about the last term in which he became a member of the Board, including the following information: • The number of board meetings held during each year of the term. The number of meetings attended by the member in person, and the percentage of his attendance to the total meetings. The committees in which the member participated, the number of meetings held by each of those committees during each year of the session, the number of meetings he attended, and the ratio of his attendance to the total meetings 10- The candidate must disclose any cases of conflict of interest, which include: • Existence of a direct or indirect interest in the business and contracts that are made for the account of the Mohammed Hassan Al-Naqool Sons Company • His participation in a business that would compete with the Mohammed Hassan Al-Naqool Sons Company, or its competition in one of the branches of the activity that he is engaged in. 11- To attach with the nomination application a clear copy of the national identity card for individuals, the commercial register for companies and institutions, and the candidate's contact numbers. 12- Each shareholder has the right to nominate himself or one or more other persons for membership of the Board, within the limits of his ownership percentage in the capital when the membership conditions are met in accordance with the provisions of these Regulations. |
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