BAAN GA Announces Amendment to BOD Remuneration Policy

BAAN Holding Group Co. announced on Monday the results of its Ordinary General Assembly Meeting (First Meeting), which included amending the Board of Directors’ remuneration policy. According to the company’s statement on Tadawul, the Meeting details were as follows:

1. Approved the auditor’s report for the fiscal year ending Dec. 31, 2024, after discussion.

2. Reviewed and discussed the financial statements for the fiscal year ending Dec. 31, 2024.

3. Reviewed and discussed the Board of Directors’ report for the same period.

4. Approved discharging the Board from liability for the fiscal year.

5. Approved SAR 1,649,550 in remuneration to the Board for FY 2024.

6. Approved the Board of Directors’ delegation of the powers of the Ordinary General Assembly and the authorization stipulated in paragraph (1) in accordance with Article (27) of the Companies Law, for a period of one year from the date of approval by the General Assembly or until the end of the term of the authorised Board, whichever is earlier, in accordance with the conditions stipulated in the Executive Regulations of the Companies Law for joint stock companies.

7. Approved the Board of Directors’ delegation of the powers of the Ordinary General Assembly and the authorization stipulated in paragraph (2) in accordance with Article (27) of the Companies Law, for a period of one year from the date of approval by the General Assembly or until the end of the term of the authorised Board, whichever is earlier, in accordance with the conditions stipulated in the Executive Regulations of the Companies Law for joint stock companies.

8. Approved the amendment to the remuneration policy for the Board of Directors, its committees, and executive management.

9. the amendment to the policy on standards and procedures for membership in the Board of Directors.

10. Approved the amendment to the Audit Committee Charter.

11. Approved amendments to the Nominations and Remuneration Committee Charter.

12. Approved the Policy of Controls and Standards for Competing Business Activities.

13. Approved the transactions and contracts conducted between the company and Abdulmohsen Al Hokair Holding Group, in which the former Chairman Mr. Majid Al Hokair, Chairman Mr. Sami Al Hokair, and Vice Chairman Mr. Faisal Al Malek have an indirect interest. These contracts are lease agreements without preferential terms or benefits, with a total transaction value for the year 2024 amounting to SAR 44,770,301.

14. Approved the transactions and contracts conducted between the company and Abdulmohsen Al Hokair Holding Group, in which the former Chairman Mr. Majid Al Hokair, Chairman Mr. Sami Al Hokair, and Vice Chairman Mr. Faisal Al Malek have an indirect interest. These contracts are service agreements without preferential terms or benefits, with a total transaction value for the year 2024 amounting to SAR 7,214,047.

15. Approved the participation of Board Member Mr. Sami Al Hokair in competing businesses.

16. Approved the participation of Board Member Mr. Faisal Al Malek in competing businesses.

17. Approved the participation of Board Member Mr. Salem Al-Shahrani in competing businesses.