Page 61 - 2023 Auunal Report - EN

60 ANNUAL REPORT 2023

Third Rule

Selection of Competent Persons for the Membership of the Board of Directors and Executive Management

• Nominations and Remunerations Committee

The nomination mechanism to the membership of the board of directors and executive management ensures
the continuation of attracting and selecting competent staff to join the membership of the board and executive
management. Further, the Company’s mechanism of offering remunerations was laid down by Hay Group Company,
and approved by the board of directors and the Company general assembly, in order to keep competent staff and
attract new competencies and to assist in fulfilling the Company’s objectives and its progress. The Company board
of directors has re-composed the Nominations and Remunerations Committee to consist of three non executive
members of the Board, with one of its members as independent member. The board has specified the Committee
membership tenure and its working method, as well as indicated the powers and responsibilities of the Committee
in its charter, approved by the board. Further, the Company articles of associations stipulates a clear policy for
offering remunerations to the chairman and members of the board of directors. Further, the Company remunerations
policy is based on the following principles:
- Compliance with the provisions of the Companies Law and the relevant laws.
- Taking into consideration attracting and maintaining the best competent personnel.
- Ensure equality within the Company and competitiveness outside the Company.
- Transparency in offering remunerations
Board Members’ Remunerations:
- The applicable remunerations and incentives system in the Company, particularly those related to the board
members, has the highest transparency criteria, as stipulated by the governance rules, whereby the following are
adhered to:
- The Board remunerations system complies with the provision of article 198 of the Companies Law No.1 of 2016
that it is inadmissible to estimate the total remunerations of the board of directors members by more than ten
percent of the net profit after deducting depreciation, reserves and distribution of a profit not less than five percent
of the capital to shareholders or any higher percentage stipulated by the Company memorandum
- The board members’ remunerations shall be approved by the general assembly, pursuant to the recommendation
of the Nominations and Remunerations Committee
- The independent board of directors member may be exempted from the aforesaid remunerations maximum limit
pursuant to the approval of the ordinary general assembly.

Executive management remunerations and incentives:
The remunerations system of the executive management is associated with the key performance indicators (KPIs) for the
executive management and the results realized by the Company, and includes the following:
Fixed remunerations:
- The level of the responsibilities entrusted to the employee, his/ her occupational progress, experiences and competences
are taken into consideration.
- Fixed remunerations are determined, including the amounts, allowances, benefits and privileges, according to the job
grades approved by the board of directors.

Performance related remunerations:
- Performance related remunerations are associated with achieving predetermined goals for each of the executive
management and the Company.
- Performance related remunerations were laid down to motivate the executive management to double up the
efforts and achieve the required goals.
- Performance related remunerations are reviewed and determined annually