1/1 This document regulates the policies, standards and procedures for membership in the Company’s Board of Directors.

1/2 This policy is subject to the provisions of the Companies Law, the Capital Market Law and their implementing regulations, the provisions of the Company’s Articles of Association, the Corporate Governance Regulations (CGR) for Joint Stock Companies Listed in the Saudi Exchange, and the Company’s Governance Regulation, and are guided by best practices in proportion to the nature of the Company’s activity and operations.

1/3 The executive management of the Company shall provide the members of the Board of Directors, the non-executive members in particular, and the Company’s committees with all necessary information, data, documents and records, provided that they are complete, clear, correct, non-misleading, and in a timely manner to enable them to perform their duties and tasks.

1/4 Members of the Board of Directors and of its committees and senior executives in the Company shall exercise their powers and carry out their duties in the interest of the Company.

1/5 They shall fully comply with the provisions of the Law when exercising their membership duties in the Board, and they shall refrain from undertaking or participating in any act that constitutes miscarriage of the management of the Company’s affairs.

For the purpose of implementing the provisions of this Policy, the words and phrases mentioned below shall have the meanings assigned thereto, unless the context states otherwise:

Policy: The Board membership policies, standards and procedures.

Company: Sinad Holding Company.

Board: The Company’s Board of Directors.

Board member: A member of the Company’s Board of Directors.

Non-executive member: A Board member who does not work on a full-time basis for managing the Company nor participate in its daily business.

Independent member: A non-executive Board member who is completely independent in his position and decisions, and none of the independence barriers stipulated in the Corporate Governance Regulations applies to him.

Executive Management/Senior Executives: Persons who are entrusted with managing the day-to-day operations of the Company, and proposing and implementing strategic decisions, such as the CEO and deputies thereof, the CFO, and the executives.

Authority: Capital Market Authority (CMA)

Exchange: Saudi Stock Exchange (Tadawul)

General Assembly: The Company’s general assembly (ordinary or extraordinary) which is constituted of the Company’s shareholders in accordance with the provisions of the Law.

Corporate Governance Regulations: The Corporate Governance Regulations issued by the CMA’s Board.

Articles: The Company’s Articles of Association, the CMA Law and its Implementing Regulations, Companies Law and its Implementing Regulations, and any relevant instructions or decisions issued by the CMA or by any regulatory or supervisory authority.

A Board member is required to be professionally competent and have the necessary experience, knowledge, skill, and independence, enabling him to carry out his duties efficiently and competently, provided that the General Assembly takes into account when electing members of the Board of Directors the recommendation of the Company’s Remuneration and Nomination Committee about the candidates, as well as their meeting the personal and professional qualities necessary to perform their duties effectively. The Remuneration and Nominations Committee shall also take into account the terms and conditions stated in the Corporate Governance Regulations and the requirements decided by the Authority when nominating members to the Board of Directors, in particular the following:

3/1 The nominee for membership of the Board shall not be previously convicted of a crime against honor and honesty, and he shall not be insolvent or bankrupt, or become ineligible for membership of the Board in accordance with any law or instructions in force in the Kingdom.

3/2 The Board member shall not be a member of the Board of Directors in more than five joint stock companies listed on the Market at the same time.

3/3 The Board member represents all the shareholders of the Company. He shall be committed to achieving the interest of the Company and of the shareholders, and observe the rights of other stakeholders, not only the interest of the group that elected him.

3/4 There shall be at least (3) independent members, representing one third of the Board members, as the Company’s Board of Directors consists of (9) members.

3/5 The independent member shall have complete independence in his position and decisions, and none of the barriers of independence stipulated in the Corporate Governance Regulations shall apply to him.

3/6 When selecting a candidate for membership in the Board of Directors, the Committee shall take into account that he possesses skills, including the following:

a. To have leadership skills that qualify him to grant powers, leading to performance motivation, applying best practices in the effective management industry, and adherence to professional values and ethics.

b. To have the academic qualifications, appropriate professional and personal skills, level of training, and practical experience related to the Company’s current and future activities or to management, economics, accounting, law or governance, as well as the desire to learn and train.

c. To have technical, leadership and administrative capabilities, fast decision-making, and assimilation of the technical requirements related to the workflow. He shall have the ability of strategic direction and planning with clear vision for the future.

d. To be able to read and understand financial statements and reports.

e. Not to have a health impediment that hinders him from carrying out his duties and responsibilities.

3/7 Every member of the Board of Directors is committed to the duties of care and loyalty, including in particular the following:

3/7/1 A member of the Board of Directors shall exercise his duties and powers in managing the Company and directing its work within the limits of his established powers in accordance with the provisions of the Companies Law, its Executive Regulations, the Company’s bylaws and other relevant regulations, and in a way that achieves the purposes for which he was granted those powers.

3/7/2 A member of the Board of Directors shall adhere to the following: a. Work in good faith in the interest of the Company and all shareholders and not put his personal interest ahead of the interest of the Company and its shareholders, taking into account the rights of other stakeholders. b. Ensure to do everything that will enhance the Company’s success and development and maximize its value for the benefit of its shareholders in the long term.

3/7/3 A Board member shall exercise his duties objectively and independently with regard to the management of the Company and making decisions for it, and avoid cases that affect his independence in making decisions or when voting.

3/7/4 A Board member shall perform his duties and responsibilities according to the Companies Law, Capital Market Law and their Implementing Regulations, the provisions of the Company’s Articles of Association, and other relevant regulations, and in accordance with the due diligence exercised by a prudent person with general knowledge, skill and experience possessed by a Board member, and those expected from those carrying out the same functions that the member performs.

3/7/5 A Board member shall avoid transactions and cases in which he has or may have a direct or indirect interest that conflicts or may conflict with the interest of the Company, and shall abide by the provisions related to the conflict of the interests as provided by the Companies Law and its Implementing Regulations.

3/7/6 A Board member shall adhere to the disclosure of any interest he directly or indirectly has in the business and contracts that take place to the benefit of the Company as soon as he is aware of it, and he shall adhere to the provisions related to disclosure of the interest in the business and contracts outlined in the Companies Law and its Implementing Regulations.

3/7/7 A Board member shall not exploit his position, duties and powers vested in him as a Board member in any way to obtain or accept benefits from third parties for a specific act or refrain from doing a specific act.

3/8 Diverse scientific qualification and practical experience should be taken into consideration, and priority in nomination should be given to those with appropriate skills for membership of the Board.

3/9 If he cannot do his work or dedicate the time or effort necessary to perform his duties in the Board, the Board member shall resign before the end of his term in the Board. In the event of a conflict of interest, the member shall have the right to obtain a General Assembly license or submit his resignation from the Board.

4/1 A shareholder has the right to nominate himself or one or more other persons for membership of the Board of Directors.

4/2 The Remuneration and Nomination Committee shall coordinate with the Company’s Executive Management and BOD to announce the opening of the nomination for membership in the Company’s Board of Directors at least sixty (60) days before the end of the Board’s term and in light of the requirements of the laws and regulations.

4/3 The Company shall publish the candidacy for Board membership announcement on the website of the Saudi Stock Exchange (Tadawul) and the Company’s website, and through any other means prescribed by the Authority, to invite the persons willing to be nominated to the Board membership, provided that the candidacy shall remain open for at least one month as of the date of announcement.

4/4 The Committee shall submit its recommendations to the Board regarding data and names of the candidates for membership of the Board in accordance with the criteria shown in this Policy.

4/5 Whoever wishes to nominate himself for membership of the Company’s Board of Directors shall disclose his desire for nomination, upon a notification submitted to the Company’s management, sent to the Company according to the Company’s announcement to open the nomination, in accordance with the period and dates stipulated in this Policy and pursuant to applicable laws and regulations. This notification shall include an introduction of the nominee in Arabic and English languages in terms of his resume data, including information about his profession, the main job he currently occupies, his qualifications, and practical experience; in addition to providing the Company with copies of all required documents, such as (national ID card, family card, passport for non-Saudis who are nominees for membership in the Board, and any other related documents required by the Company to fulfill statutory requirements).

4/6 The nominee for the membership of the Board shall disclose any cases of conflict of interest, in accordance with the Authority’s established procedures; such cases include: a. Having a direct or indirect interest in the business and contracts that are made for the company in which Board membership he wishes to run for. b. His participation in a business that would compete with the Company, or compete with a sub-activity of the main activity that it is engaged in.

4/7 Applicants for Board membership shall fill out the forms specified by the Capital Market Authority or the Saudi Stock Exchange (Tadawul) and the required information, which can be obtained through the website of the Authority and Tadawul.

4/8 The candidate shall indicate the status of membership upon nomination, whether he is an (executive, non-executive or independent member).

4/9 The candidate shall clarify if the member is nominated as a shareholder or appointed by a shareholder who has the right to appointment under the Company’s Articles of Association, or nominated by a shareholder.

4/10 The Remuneration and Nomination Committee coordinates with the Executive Management to finalize statutory requirements and provide the competent official authorities with all the required documents.

4/11 Voting in the General Assembly is limited to nominees for membership of the Board whose information is announced by the Company.

5/1 Board membership ends at the end of the term prescribed for him in accordance with the Assembly’s resolution from the date of his election.

5/2 The membership of a member of the Board shall terminate in accordance with any law or instructions in force in the Kingdom of Saudi Arabia, or due to death or resignation, or if he is convicted of an offense involving moral turpitude or dishonesty, or upon the declaration of his bankruptcy or insolvency. However, the Ordinary General Assembly may at any time dismiss all or some of the Board members, without prejudice to the right of the dismissed member towards the Company to claim compensation if the dismissal occurred for an unacceptable reason or at an inappropriate time. The Board member may retire by written notification to the Chairman of the Board. If the Chairman of the Board retires, the notification shall be served to the remaining members of the Board and the Secretary of the Board, and retirement shall be deemed effective in both cases from the date specified in the notification, taking into account the law and its implementing regulations.

5/3 The General Assembly may, upon the recommendation of the Board, terminate the membership of a member who has been absent from three consecutive, or five non-consecutive Board meetings during the term of his membership, without a legitimate excuse acceptable to the Board.

5/4 In the event of losing his eligibility to serve as a Board member, or becoming unable to carry out his work or to allocate the necessary time or effort to perform his duties in the Board, the Board member shall resign before the end of his term in the Board of Directors. In case of a conflict of interest, the Board member shall have the option to obtain a General Assembly or Board license, to be renewed each year, or to submit his resignation. This is in accordance with the law and its implementing regulations.

5/5 If it is not possible to elect the Board of Directors for a new term and the term of the current Board has ended, its members shall continue to perform their duties until the Board of Directors is elected for a new term, provided that the term of office of the members of the Board whose term has ended does not exceed the period specified by the regulations.

5/6 If the Chairman and members of the Board retire, they shall call the General Assembly to convene to elect a Board of Directors. The retirement shall not take effect until a new Board is elected, provided that the term of the retiring Board shall not exceed one hundred and twenty days from the date of retirement.

5/7 If a position becomes vacant, the Committee may nominate an alternative member to fill the vacant position in the Board upon the expiration of the membership of one or more members, according to the following:

a. The Committee shall submit its recommendation to nominate a member for the vacant position on the Board to replace the member whose membership has expired in accordance with these policies and standards.

b. The Board will study the recommendation of the Committee and approve the temporary appointment of one or more Board members as the case may be.

c. The temporary appointment of one or more members, as the case may be, shall be presented in the first General Assembly following the approval of the appointment.

5/8 When a member’s membership in the Board of Directors expires through one of the termination methods, the Company shall notify the Authority and Tadawul immediately according to the statutory period, indicating the reasons for this.

6/1 The Board of Directors may review this Policy when necessary, with the aim of continuous development and improvement, and to keep pace with any amendments that may occur to the Articles, in order to realize the best professional practices.

6/2 This Policy shall not be amended except by a proposal or recommendation from the Board of Directors and subject to the approval of the General Assembly.

6/3 The Company may publish this Policy or a summary thereof on its website or by any other means.

6/4 In the event this Policy has not been published on the Company’s website, every shareholder has the right to view it at the Company’s offices in prior coordination with the Company’s management.

6/5 The Board of Directors is entitled to explain or clarify the provisions of this Policy.

6/6 This Policy shall not replace the provisions of the Articles and its Implementing Regulations. In cases where there is no provision therefor, reference shall be made to the Articles, and in the event of any conflict between this Policy, or any paragraph or section therein, the provisions of the Articles shall prevail, and the other paragraphs and sections remain in force.

6/7 This Policy shall be effective as of the date of its approval by the Company’s General Assembly.

This policy aims to establish a mechanism that enables company employees or stakeholders to understand the procedures to be followed in submitting complaints or reporting practices, violations, or irregularities in financial reports and other matters. It creates secure communication channels between the whistleblower and the company for receiving and processing reports about any violations committed, being committed, or about to be committed, with the goal of combating fraud, embezzlement, corruption, and unlawful, unethical, or unprofessional behavior within the company.

  • Policy: The whistleblowing policy regarding improper practices.
  • Violation: Any act of fraud, corruption, collusion, coercion, illegal behavior, misconduct, financial mismanagement, financial or accounting irregularities, conflict of interest, wrongdoing, unethical practices, or concealment of any of these, whether committed or potentially committed.
  • Stakeholders: All persons who have a relationship with the company, including employees, creditors, customers, suppliers, and the community.
  • Unethical Matters: Intended or unintended behaviors and practices that are inconsistent with sound ethics, harm the interests and reputation of the company, or are incompatible with established work standards or professional conduct.
  • Whistleblower: The person reporting a violation or unethical matter related to the company.
  • Reporting: The process of submitting a violation report.
  • Company: Sinad Holding Company.
  • Board of Directors: The company’s Board of Directors.
  • Executive Management or Senior Executives: Persons responsible for managing the company’s daily operations, proposing strategic decisions, and implementing them (e.g., CEO, deputies, CFO).
  • Audit Committee: The company’s Audit Committee.
  • Bylaws: The company’s bylaws and internal policies and regulations.

  • Encourage employees and stakeholders to report any violations related to the company, whether internal or external, and connected to the company.
  • Ensure confidentiality of the whistleblower’s identity and the information contained in the report throughout all processing stages.
  • Provide protection for whistleblowers from any action taken against them as stated in the policy.
  • Encourage employees and stakeholders not to hesitate to report any violations, even if they are uncertain about the report’s validity or provability, as long as the report is made in good faith. False rumors and irresponsible behavior are discouraged. A whistleblower who acts in good faith but whose claim is not confirmed during investigation will not face any action.
  • Provide employees and stakeholders with information about all whistleblowing channels, through the means specified in Article (9).
  • Raise awareness and encourage employees and stakeholders about their responsibility to report any violations connected to the company, regardless of their nature.

The Audit Committee is the entity to which reports are directed. It studies and handles them as it deems appropriate for the company’s interest. The Audit Committee periodically reports to the Board of Directors on received cases, actions taken, and results.

  • Financial and administrative corruption, including illegal exploitation of financial or non-financial resources or organizational management within the company.
  •  Violations of laws, regulations, directives, and policies applicable to the company’s operations.
  •  Violations related to environmental, health, and safety issues at work that may harm the environment, workplace, or endanger any person.
  • Improper conduct that violates public order, Islamic morals, customs, and established traditions.
  • Misuse of company resources, property, or assets.
  •  Abuse of power or authority or taking decisions contrary to the company’s interests.
  • Passing illegal operations or circumventing regulations or covering up systemic errors.
  • Conflicts of interest in any of the company’s work or contracts that have not been properly disclosed.
  •  Obtaining unentitled benefits.
  • Unauthorized disclosure of confidential information.
  • Willful concealment, deliberate negligence, or destruction of official documents or cover-up of fraudulent financial reports.
  • Gross negligence that could harm the company.
  • Concealing any of the violations mentioned above or similar issues.

  1. Receiving the report

  2. Initial assessment

  3. Determining the verification plan

  4. Documenting supporting reasons for handling decisions

  5. Taking corrective action decisions

  6. Following up on implementation

  7. Record-keeping

  • Exercise honesty when reporting to the best extent possible by avoiding rumors or unfounded claims and reporting when there is a genuine and reasonable suspicion.
  • Avoid malicious reporting aimed at defaming others, retaliation, or undermining trust in the company or its stakeholders.
  •  Exercise due diligence in reporting, providing as much detail as possible about the violation, and attaching all relevant information or evidence if available.
  •  Report the violation promptly.
  • Maintain absolute confidentiality of the report to protect the company’s interests.
  • Bear responsibility for malicious allegations if proven to have been intended to harm the company, its employees, or stakeholders.

  • Handle any report seriously regardless of its nature, content, impact, or importance.
  • Take all measures necessary to protect the whistleblower and ensure no harm comes to them as stated in the policy.
  •  Notify the whistleblower of the receipt of the report and the decision taken if possible.
  • Take necessary action if the violation is proven.
  • Consider the interests of employees and stakeholders.
  • Refer reports to the competent monitoring and investigation body, whether internal or external
  • Observe the required record-keeping period for reports and related documentation.
  • Maintain a register of reports and their related information.

  •  Protect whistleblowers who submit non-malicious reports from any retaliatory actions by company employees.
  • Anonymous whistleblowers who do not provide their identity are not eligible for the protections provided by this policy.
  • The company is committed to not disclosing any information about the whistleblower, except to competent authorities such as investigative or judicial bodies.

  •  Reports are initially directed to the Governance and Compliance Manager via email (whistle_Blowing@sinadholding.com), who forwards them directly to the Chair of the Audit Committee.
  • The whistleblower may also send reports directly to the Audit Committee, one of its members, or the Board itself.
  • The company handles reports objectively and progressively under internal instructions approved by the Audit Committee, ensuring appropriate handling and corrective action planning. Reports are categorized according to type and processing approach consistent with the company’s organizational structure.

  • This policy is effective from the date of Board approval.
  • The Board has the right to interpret or clarify its provisions.
  • The Audit Committee oversees implementation.
  • Amendments may only be made by Board resolution.
  • This policy does not replace the law or its executive regulations. In case of conflict, legal provisions prevail.
  • The Audit Committee periodically reviews the policy to improve and align it with best practices or regulatory changes.
  • The company may publish this policy or a summary on its website or by any other means it deems appropriate.

The company aims through this policy to balance its objectives with those pursued by the community to improve social and economic conditions and achieve sustainable development for the community and employees by making optimal use of available resources.

  • Policy: Corporate Social Responsibility and Social Work Initiative Policy
  • Nonprofit Entities: Any organization whose primary aim is to support one or more public or private activities without any commercial interest or profit motive, and not engaged in or promoting such.
  • Corporate Social Responsibility and Social Work Initiative: Refers to the company’s ongoing commitment to act ethically and contribute to sustainable development for the community and employees by improving living, social, and economic conditions for the workforce, in addition to the community as a whole, while making optimal use of available resources.

The company seeks to make a positive contribution to the community where it operates through:

  1. Helping create new job opportunities to absorb the workforce and provide appropriate condition.
  2. Focusing on supporting and encouraging the national workforce and improving its competitiveness.
  3. Considering public interests and effective economic development when making major decisions.
  4. Encouraging and promoting positive ethical behavior and undertaking charitable and voluntary initiatives.
  5. Respecting and complying with applicable laws and regulations.
  6. Providing training programs to enhance the skills of targeted community groups

The company recognizes the environment as an essential element of its social responsibility and social work initiative and must ensure a positive environmental contribution by:

  1. Protecting the environment from pollution or other environmental harm.
  2. Giving top priority to environmental protection by ensuring that operations comply with locally and internationally recognized environmental laws.
  3. Considering the environmental impact of products and services, including disposal of waste or byproducts.
  4. Ensuring resources are not wasted and reusing or recycling materials and goods wherever practically possible while responsibly disposing of remaining waste.
  5. Reducing the company’s carbon-based energy and natural resource usage.
  6. Identifying and assessing the environmental impact of operations and managing identified key impacts.
  7. Supporting modern technologies that can achieve long-term environmental benefits.

Developing employees, providing a healthy work environment, and ensuring effective two-way communication between the company and its employees significantly strengthens the company’s CSR role through:

  1. Training and knowledge transfer by creating a work environment that encourages and supports participation.
  2. Improving the company’s internal work environment.
  3. Enhancing programs that ensure fair and competency-based treatment between genders in the company.
  4. Encouraging, supporting, and fairly rewarding employee contributions.
  5. Establishing a safe and healthy work environment for employees.
  6. Holding regular formal meetings and informal gatherings between employees and management to consider employees’ opinions and issues.

  1. The requested entity must be a licensed nonprofit legal entity.
  2. The requested entity must have the technical and administrative capabilities to implement its programs.
  3. The requested support amount must not exceed the amount allocated and approved in the company’s estimated budget.
  4. Any financial support from the company must be transferred directly to the requesting entity’s bank account.

  • The company annually prepares CSR programs, and the Managing Director or authorized delegate oversees implementation across all company departments.

  • The company applies any of the following CSR programs according to its annual CSR plan, including but not limited to:
  • Sponsorship/Support
  • Donation 
  • Charitable events
  • Educational programs
  • Volunteering programs
  • Employee and community awareness campaigns
  • The company may allocate an annual amount specifically for CSR and charitable work programs.

The company discloses details of its social contributions in its annual report covering the financial year.

  1. The Board of Directors may review this policy when necessary for continuous development and to keep pace with any regulatory changes to achieve best practices.
  2. Amendments to this policy may only be made by Board resolution.
  3. The company may publish this policy or a summary on its website or by any other means.
  4. Any shareholder has the right to review this policy at the company’s offices, subject to prior coordination with company management, if it is not published on the company website.
  5. The Board has the right to interpret or clarify the provisions of this policy.
  6. This policy does not replace legal provisions or their executive regulations; in case of conflict, legal provisions prevail, and other sections remain applicable.

Disclaimer Regarding fake investment invitations: Sinad Holding Company confirms that neither it nor any of its employees under any circumstances make calls or send emails requesting individuals to disclose personal or financial information, share it, or provide investment services or any other services to individuals or companies. Such activities should be presumed fraudulent, illegal, or unauthorized and involved in identity theft, and should be reported to the relevant authorities. The company strongly warns against any contact impersonating its name or any of its employees for the purpose of soliciting money, financial transfers, or any other unlawful or unauthorized purposes. It is emphasized to report any crimes related to information to the competent authorities.

Disclaimer Regarding fake investment invitations: Sinad Holding Company confirms that neither it nor any of its employees under any circumstances make calls or send emails requesting individuals to disclose personal or financial information, share it, or provide investment services or any other services to individuals or companies. Such activities should be presumed fraudulent, illegal, or unauthorized and involved in identity theft, and should be reported to the relevant authorities. The company strongly warns against any contact impersonating its name or any of its employees for the purpose of soliciting money, financial transfers, or any other unlawful or unauthorized purposes. It is emphasized to report any crimes related to information to the competent authorities.