Almarai Announces Opening of Nomination for Membership of BOD

Almarai Company announced on Sunday the initiation of nomination for membership of the Board of Directors for the next term, starting from 07.08.2022 for three years and ending on 06.08.2025.

The nomination for membership of the Board of Directors will be in accordance with the provisions of the Companies Law and the Corporate Governance Regulations issued by the Capital Market Authority, and the policies, standards and procedures of membership in the Board of Directors of Almarai Company approved by the extraordinary general assembly resolution.

The shareholders who want to nominate themselves for membership of the Board of Directors and who meet the membership conditions and criteria must submit their candidacy applications within the specified period and in accordance with the details contained in this announcement.

The selection of the nominated members for the Board of Directors new term will take place at the General Assembly Meeting, which will be announced later after obtaining the necessary approvals from the relevant authorities.

Type of Assembly is new session. The Assembly start date is 07.08.2022.The Assembly end date is 06.08.2025. The Assembly end date is 06.08.2025. The number of members is 9. The application start date is            01.02.2022. The application end date is             30.03.20222.

Application Requirements:

First: Conditions of candidacy for membership of the Board of Directors:

To observe the policies, standards and procedures of membership in the Board of Directors of Almarai Company approved by the Extraordinary General Assembly Resolution of 08.10.2017 which include, but not limited to the following:

1. Candidates for board membership shall not have been convicted of an offense that violates honor and fiduciary duty, have been adjudicated bankrupt, made arrangements or conciliation with their creditors, or deemed unfit for membership on a board of directors under any applicable Saudi law or instructions.
2. Board members shall not concurrently hold seats on the boards of more than five joint stock companies listed on Tadawul.
3. They shall have the ability to lead: by demonstrating leadership skills that allow them to grant powers in a manner that leads to stimulating performance, as well as adopting the best practices for effective management and adherence to professional values and ethics.
4. Candidates must possess the appropriate qualifications, professional and personal skills, training, practical experience relevant to the company’s current and future activities, or expertise in management, economics, accounting, law or governance, as well as the desire to learn and train.

Second: Procedures for nomination to the Board of Directors:

1. Submit a written request signed by the candidate express his Details of the candidate in terms of curriculum vitae, qualifications and experience in the area of the Company’s business.
2. Fill out the CV template (Form 1). in both Arabic and English related to his/her curriculum vitae, his/her qualifications and work experience in the area of the Company’s business (forms should be completed and sent in both (Word) and (PDF) format.
3. Completing form (3) as issued by the capital market authority (Attached), the form should be sent in (Word) and (PDF) format. And which can be found on the CMA’s website: https://cma.org.sa/rulesregulations/formssite/pages/default.aspx
4. All forms must be completed in Arabic and English to comply with the requirements of CMA Circular Number (I/7/5/6465/20) dated 26/10/2020.
5. The candidate must Indicate the number and the periods of membership of the boards of joint stock companies of which the candidate has been a member.
6. Statement of all the joint stock companies of which the candidate is still a member.
7. The candidate must clarify the Membership type, i.e. if the member is an executive member or a non-executive member or an independent member.
8. The candidate must clarify the membership nature, i.e. if the member is a nominee for himself or if he represents a legal person.
9. Any nominee who is a previous company board member shall enclose with the nomination notice a statement from the company administration on the last session in which he was a board member including the flowing information:

• The number of the board meetings held in each year of the session years.
• The standing committees in which the member participated, the number of the meetings held by each committee within one year of the session period, the number of the meetings he attended and the percentage of his attendance to the total meetings.

1. The candidate shall disclose any conflict of interest cases that include:

• The existence of a direct or indirect interest in the business and contracts of Almarai Company
• Participation in a business that competes with Almarai, or competes in one of the branches of activities Almarai is engaged in.

1. The nominee must submit the following document for consideration to their application: a clear copy of the nominee’s passport and/or national id for individuals, the commercial registration for companies and establishments, and the phone numbers of the nominee(s).
2. Each shareholder is entitled to nominate himself or another person or more for membership of the Board within the limits of his percentage of ownership in the capital.