|Shareholders of the company who wish to nominate themselves for membership of its board of directors are kindly requested to apply for candidacy to the company at the address shown, starting from Sunday 06/12/2021 corresponding to 02/05/1443 to the end of Monday 04/01/2022 corresponding to 01/ 06/1443 AH, and the candidate must fulfill the criteria for candidacy for membership of the Board of Directors, which are as follows:
1. The candidate should be a natural person, whether he is applying for membership in the Council in his self personal or a representative of a legal person.
2. The candidate for council membership should not have been convicted of a crime against honor and honesty, and he should not be insolvent, bankrupt, or unfit for council membership in accordance with any system or instructions in force in the Kingdom.
3. The nominated board member shall not be a member of more than five joint stock companies listed in the financial market at the same time.
4. The candidate should not be a government employee.
5. The candidate should not be an employee or a member of the board of directors of a competing company or a participant in any activities that compete with the company’s
6. He has not been previously dismissed from the board of directors of a joint stock company due to negligence or irregular attendance at meetings of the board or its committees.
7. He must not have been issued a decision by the Capital Market Authority to violate market behavior.
8. In the case of an independent member, none of the symptoms of independence stipulated in Article 20 of the Corporate Governance Regulations issued by the Capital Market Authority shall apply to him.
9. There is no conflict of interest, and he has sufficient time to serve as a member of the Board of Directors.
10. It is preferable for the candidate to have:
1) Leadership ability: by having leadership skills that qualify him to grant powers, which leads to motivating performance and applying best practices in the field of effective management and adherence to professional values and ethics.
2) Qualifications, skills, experiences and competence: 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, as well as the desire to Education and training.
3) The ability to direct: by having the technical, leadership, and administrative ability, speed in decision-making, understanding the technical requirements related to the workflow, and being able to strategically direct, plan and have a clear future vision.
4) Financial knowledge: by being able to read and understand financial statements and reports.
5) Health fitness: by not having a health impediment that hinders him from exercising his duties and competencies.
The application for candidacy must also include the following:
• Disclose to the Board of Directors and the General Assembly of the company any cases of conflict of interest in accordance with the procedures established by the Capital Market Authority.
• The candidate who has previously served as a member of the board of directors of a joint stock company must indicate the number and duration of his membership in the board of directors of companies and the committees he has been a member of.
• A statement of the joint stock companies that are still a member of their boards of directors.
• If the candidate has previously served as a member of the Board of Directors of United Wire Factories Co, he must attach a statement from the company’s management about the last term in which he became a member of the Board, including the following information:
A- The number of board meetings that took place during each year of the term, the number of meetings attended by the member in person, and the percentage of his attendance to the total of those meetings.
B- The permanent committees in which the member 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 of those meetings.
The candidate is also responsible for reviewing all relevant laws and regulations.
• Submitting a written request from the candidate to the company’s management of his desire to run during the specified advertisement period (attached).
• Curriculum Vitae Form No. (1) (attached).
• Fill out, sign and attach Form No. (3) (attached).
• Clarify the membership status (executive – non-executive – independent).
• Clarify the nature of membership (Self personal – or a representative of a legal person).
Attached to the Candidature application a clear copy of the national identity and the family, family or commercial register of businessmen affiliated with the candidate.
Note, when choosing between candidates, the diversity of scientific qualifications and practical experience of the candidate will be considered and will give priority in the nomination to persons with the appropriate skills that should be available in a member of the Board of Directors and fulfill the requirements for candidacy, and voting in the General Assembly will be limited to those who the requirement mentioned above.