BCI Opens Door for Candidacy for Membership in Board of Directors

Basic Chemical Industries Company announced on Wednesday the opening of candidacy for membership of the company’s board of directors for the next session, which begins its work, God willing, as of June 15, 2022 and ends on June 14, 2025.

The candidates will be elected at the General Assembly meeting, which will be held later after obtaining the necessary approvals from the competent authorities, in accordance with the controls stipulated in the Companies Law and the Corporate Governance Regulations issued by the Capital Market Authority and the policies, standards and procedures for membership in the approved company’s board of directors Pursuant to the decision of the General Assembly.

Type of Assembly is new session; Assembly start date is 15.06.2022. Assembly end date is 14.06.2025. The number of members is 9. Application start date is 23.02.2023. Application end date is 23.04.2022.

All candidacy applications must comply with the candidacy criteria set out in the work regulations of the Nomination Committee issued by the General Assembly and be supported by the following documents:

1. CV supported by copy of his qualifications and experience in the field of corporate business management, whether directly through an executive position he held, or indirectly through membership of the boards of directors, mentioning the current work, as well as the candidate’s means of communication, including mobile, landline, fax and e-mail.

2. A photocopy of the national identity and family card (for Saudis) or Iqama (for residents). As for legal persons who wish to nominate representatives, a copy of the commercial register must be attached with a letter certified by the Chamber of Commerce that the company has no objection to nominating him.

3. Fill out form (3) of the CV form for the candidate for membership in the board of directors of a joint stock company listed on the Saudi Stock Exchange / Tadawul. The form can be obtained through the authority’s website www.cma.org.sa

4. The candidate who previously held the membership of the board of directors of a joint stock company (inside or outside the Kingdom) must submit a statement of the number and dates of the meetings of the boards of directors of joint stock companies that he attended while serving as a member of their boards of directors.

5. The candidate must submit a statement of the companies or institutions in which he is a member of their boards of directors or has an existing partnership in their ownership, and indicate whether they are doing business similar to those of the Basic Chemical Industries Company or have contracts or joint interests with the company or not.

6. The candidate must submit a statement of the joint stock companies and other institutions that he is expected to take on board membership of or participate in managing during the term of the board of director’s subject of the nomination.

7. If the candidate has previously served as a member of the Board of Directors of the Basic Chemical Industries Company, the candidate must attach a statement from the company about the last term in which he became a member of the Board, including the following information:

A- A statement of the number of Board meetings held during each year of the Board’s term, the number of meetings he attended in person and the percentage of his attendance compared to the total Board meetings.

B- A statement of the specialized committees in which he 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.

C- A summary of the financial results achieved by the company during each year of the term of the board of which he was a member.

8. In the event that the candidate is elected to membership in the Board of Directors, the candidate shall submit the required disclosures in accordance with the list of conflicts of interest for members of the Board of Directors and senior executives.

Terms and criteria for membership in the Board of Directors:

1. It is required that a member of the Board of Directors be of professional competence who possesses the experience, knowledge, skill and independence necessary to enable him to perform his duties efficiently and competently, taking into account in particular the following:

a. 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.

b. 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.

c. The ability to direct: by having technical, leadership, and administrative capabilities, speed in decision-making, understanding the technical requirements related to workflow, and being able to strategically direct, plan and have a clear future vision.

d. Financial knowledge: by being able to read financial statements and reports.

e. Health fitness: That he does not have a health impediment that hinders him from exercising his duties and competencies.

f. He must not have been previously convicted of a crime involving moral turpitude or dishonesty.

g. That he is not subject to a ban on work in joint stock companies by the Capital Market Authority or other bodies regulating the work of financial markets inside or outside the Kingdom.

h. That the Nominations and Remunerations Committee approve that he fulfills the above conditions as a qualified candidate.

i. He shall not, upon his candidacy for membership of the Board, be a member of the Boards of Directors of five joint stock companies listed on the Market.

2. The General Assembly, when electing members of the Board of Directors, shall take into consideration the recommendations of the Nominations and Remunerations Committee and verify the availability of the personal and professional ingredients necessary for them to effectively perform the functions of the administration.