SPIMACO Announces Nomination Opening for BOD Membership for Next Term

Saudi Pharmaceutical Industries & Medical Appliances Corp. (SPIMACO ADDWAIEH) announced on Tuesday the opening of the nomination period for the membership of the Board of Directors for the next term, which will be for 3 years, starting from 03 April 2022 till 02 April 2025.

Every shareholder has the right to nominate himself or another person/s for membership of the Board of Directors, in accordance with the regulations issued by the competent authorities. The nominee is requested to submit his nomination application during the specified period for nomination and in accordance with the conditions and controls mentioned above.

The nomination process will be in accordance with the provisions of the Saudi Companies Law and its implementing regulations issued by the Ministry of Commerce and the Corporate Governance Regulations issued by the Capital Market Authority, in addition to the company’s bylaw and the company’s policies, standards and procedures for membership in the Board of Directors approved by the Assembly General Meeting.

Noting that, date of General Assembly Meeting will be announced later after obtaining approvals needed from the authorities.

The original applications of candidacy, attachments and forms below shall be submitted within nomination period specified in the announcement during the official hours (from 08:00 am until 04:00 pm) through one of the below methods:

• By Submitting the original nomination application addressed to the Nominations and Remunerations Committee at the company’s headquarter (Ahsa Street – Building 89 – Riyadh), and all nomination requests will be received starting from Tuesday Morning 30.11.2021 until end of business day Thursday 30.12.2021.
• By sending an email to [email protected]

For more information, please contact 00966112524359

Terms and standards for members of the Board of Directors:

1. The candidate shall not be a member of the boards of more than five (5) joint stock companies listed simultaneously.
2. The candidate should not be a Board Member in a competitor joint stock company or work in the same field of the company before obtaining the shareholders’ approval in the general assembly.
3. That the candidate has not been previously convicted of a crime involving breach of honor and trust.
4. That the candidate has not been ruled bankrupt
5. That the candidate is not a Board Member in a joint stock company that has been placed under judicial custody or has been forcibly liquidated during his membership in it, or a joint liability company during his partnership in it.
6. That the candidate shall not have previously passed a judicial ruling against him or against any company in which he held the position of a member of the board of directors at the time of committing the violation due to fraud, violation of corporate regulations or money laundering.
7. That the candidate shall not have been previously judged ineligible to occupy the position of a member of the board of directors of a company or run any administration or management of any company.
8. The candidate shall not have been previously rejected to accept or renew his membership in any professional entity, institution, association or financial market in any place or not previously imposed restrictions and disciplinary measures on him or been withdrawn from any entities it belongs to or from the financial market.
9. The candidate should not be less than 35 years old.

A member of the Board is required to be professionally capable and has the required experience, knowledge, skill and independence, which enable him/her to perform his/her duties efficiently.

Membership Candidacy requirements:

1. Submit a letter signed by the candidate addressed to the company, including the candidate CV, educational qualifications, work experience in the company’s affairs, and attach a clear copy of the candidate ID (national ID for individuals, family card for married persons and passport for non-Saudis and copy of CR for legal entities (who appoint candidates to be as representatives of the company).
2. A candidate who has previously Board membership in any joint stock companies shall clarify the number of the current /previous memberships that candidate held/ hold and the duration of the term for each company.
3. A list of Companies or institutions that candidates jointly manage or owned, and that carry out business similar to that in the company.
4. A person who desires to nominate himself/herself for the membership of the Board shall disclose to the Board or the General Assembly any cases of conflicts of interest, including:

– having direct or indirect interest in the contracts and businesses entered into for the benefit of the Company in which he/she desires to be nominated to the Board.

– engaging in business that may compete with the Company or any of its activities.

1. If the nominee has previously been a Board of Directors member in Saudi Pharmaceutical Industries and Medical Appliances Corp. (SPIMACO ADDWAIEH), he shall attach a statement from the company includes the following in regard the latest term that he/she was a member of:

– The number of board meetings held during each year of the last Board term he was a member of, number of meetings he attended personally, and his attendance percentage in relation to the total number of meetings held.

– The permanent committees that he participated in during the Board term he was a member of, number of meetings held by each committee during each year of his board membership, and number of meetings he attended personally, and his attendance percentage in relation to the total number of committee meetings held.

– Summary of financial results which were achieved by the Company during every year in the term of his board membership.

1. The candidate shall fill out form (3) issued by the Capital Market Authority which can be obtained via the following link (http://www.cma.org.sa/) and submit it to the company.
2. The candidate shall fill out form (1) and submit it to the company