Page 68 - 2023 Auunal Report - EN

ANNUAL REPORT 2023 67

the information and details relevant to the agenda items to enable shareholders to take their decisions properly.
- The Company permits the shareholders to effectively participate in the general assembly meetings and discuss the
topics listed on the agenda with the associated inquiries related to the aspects of the various activities and address
questions in connection with them to members of the board of directors and external auditor. The board of directors or
external auditor shall answer the questions by the extent which does not expose the Company interests to damage.
- To enable shareholders holding five percent of the Company capital to add items on the agenda of the general assembly
meetings.
- The Company provides the opportunity to all shareholders to exercise the right of voting without placing any hurdles
leading to the prohibition of voting, as voting is a genuine right of the shareholder and may not be canceled by any
means. The Company guarantees the exercise by all shareholders of this right through the following:
• Shareholders enjoy the rights of voting granted to them, and with the same treatment by the Company.
• The shareholders are able to vote personally or by proxy and giving the same rights and duties to shareholders whether
personally or by proxy.
• Inform the shareholders of all the rules controlling the voting procedures.
• Provide all the information concerned with voting rights to each of the current shareholders and potential investors.
• All shareholders are permitted the right of voting on any changes relevant to the shareholders’ rights by vitiation to the
meeting of the general assembly of shareholders.
• Voting to select members of the board of directors takes place in the general assembly through the mechanisms stipulated
by the Company memorandum and articles of association under the framework stipulated under the Companies Law
and its executive regulation, in addition to the Company ‘s provision of a profile on the candidates to members of the
board of directors and the capacity on which he/ she wishes to nominate himself/ herself (executive / non-executive /
independent) before voting, which provides to shareholders a clear idea on the professional and technical skills of the
candidates, their experiences and other qualifications.
• All categories of shareholders are provided with the opportunity to call into account the board of directors for the tasks
entrusted to them.
• Not impose any fees for the attendance of any category of shareholders of the general assembly meeting or offer any
preferential advantage to any category over the other categories of shareholders.
• The candidate, as an independent member, must submit a declaration to the Ministry of Commerce and Industry
acknowledging that he meets the criteria for independence.
• If it is not possible to meet the minimum required number of independent members of the board of directors through the
board of directors members elections at the general assembly meeting, the required number shall be met by replacing the
non-independent members of the board of directors who obtained the least votes with independent members who have
lost in the election process and this should be completed through a separate election process and the replacement should
take place during the same meeting. In case that the members of the Board of Directors were appointed in accordance
with the Article 188 of Law No. 1 for the year 2016 of Companies Law, the shareholders who have representatives on
the Board of Directors may participate with other shareholders in electing the remaining independent members of the
Board of Directors only within the limits of what exceeded the percentage used in appointing their representatives to the
board of directors.