AnnualReport

ANNUAL REPORT

2016

Selection of Competent Persons for theMembership of the Board of Directors and ExecutiveManagement

• 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.

- All the remunerations offered to the board members during the past years did not amount to 30%

or 40% of the maximum limit of the permitted remunerations system.

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 occupational progress, experiences

and competences and 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.

hird Rule