Page 8 - CGR-2022-EN
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ANNUAL REPORT 2022   63




               Second Rule




               Proper Identification of Tasks and Responsibilities

               • The  corporate  governance  framework  approved  by  the  board  of  directors  reflects  the  current  tasks  and
               responsibilities of the board of directors, in line with the corporate governance rules, which are summarized in
               the following:

               1) Approval of the significant goals, strategies, plans and policies of the Company, including:
                  a)  Laying down the comprehensive strategy for the Company for the main action plans, their revision and
                      direction.
                  b)  Preparation of the Company capital structure and its financial objectives.
                  c)  Laying down performance objectives, control of execution and comprehensive performance of the Company.
                  d) Regular review and update of the organizational and job structures of the Company.
               2)  Approval of the annual estimated budgets and approval of the interim and annual financial statements.
               3) Review of the periodical reports received from the executive management in connection with the progress
               achieved in the Company activity in light of the Company’s strategic plans and objectives.
               4)  Supervising the major capital expenditures of the Company,  acquisition and disposal of assets.
               5) Verify the extent of the Company’s compliance with the policies  and procedures which ensure the Company’s
               observance of the applicable internal systems and regulations, with support of  the  Board  of  Directors’  Audit
               Committee and Risk Management  Committee.
               6) Ensure the accuracy and soundness of the information and data which should be disclosed according to the
               applicable  disclosure and transparency policies and rules.
               7)  Overall supervision over the company governance system which is approved by the board of directors and
               controlling the extent of its efficiency and amending it if required in a manner which does not contradict with the
               corporate governance rules issued by the Capital Markets Authority.
               8) Follow up the performance of each member of the board of directors and executive management according to
               the objective key performance indicators (KPIs), with the support of the Board’s Nominations and Remunerations
               Committee.
               9) Reading the Company Corporate governance report (Prepared by REMCO) in the annual general assembly of the
               Company, which comprises the requirements and procedures for completing the corporate governance rules and
               extent of compliance with them.
               10) The  Board Audit  Committee,  Risk  Management  committee,  Nomination  &  Remuneration  committee  and
               Strategic financial planning committee were re-formed on  31 / 03 / 2022 and the charters of the committees
               were prepared which outline the committee’s duration, authorities, responsibilities. Furthermore, the committees
               composition resolutions include the members names, outlining their duties, rights and tasks, in addition to the
               evaluation and performance and works of such committees and their key members according to the details set
               forth under this report.
               11) Follow up the work in accordance with the financial and administrative authorities delegated to the executive
               management.
               12) Revision of the corporate governance report templates and submission to CMA within the requested deadline.
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