Mr.

Raed Abdullah Ibrahim bin Ahmed

Chairman of Board of Directors – Non-Executive

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Mr.

Raed Abdullah Ismail

Vice-Chairman of Board of Directors – Non-Executive

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Her Excellency Miss.

Al-Shayhana Saleh Al-Azzaz

Board member – Non-Executive

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His Excellency Dr.

Issam Abdullah Al-Waqit

Board member – Non-Executive

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Eng.

Abdullah bin Abdulrahman bin Abdulmohsin Al-Rabiah-

Board member – Non-Executive

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Mr.

Abdullah bin Saad bin Mohammed Al-Salem

Board member – Non-Executive

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Mr.

Abdularahman Mohammed Al-Odan

Board member – Independent

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Dr.

Khaled Abdulaziz Al-Ghoneim

Board member – Independent

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Mr.

Faris Ibrahim Al-Rashed Al-Humaid

Board member- Independent

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The Audit Committee consists of five members, including four independent members (Non-Board Member) who were appointed by the General Assembly's. The committee is also chaired by an independent member. The main duties of the Audit Committee shall be competent in monitoring the company's activities and ensuring the integrity and effectiveness of the reports, financial statements, and internal control systems. The committee also submits its recommendations to the Board of Directors, which would activate

and develop the internal control system in a way that achieves Elm Company's objectives and protects the interests of shareholders.

 

The General Assembly also issued, after the Board of Directors' recommendation, the Audit Committee Charter, which includes the duties and procedures for the committee's, the rules for selecting its members, Nomination process, the membership duration, the compensation, and the mechanism of appointing temporary members in case a seat in the committee becomes vacant.

 

The Audit Committee aims to assist the Board of Directors in performing its monitoring and supervisory duties efficiently and effectively, and its main tasks include:

  • Analyze the Company's interim and annual financial statements to ensure its integrity, fairness and transparency and provide its opinion and recommendations thereon.
  • Examine and review the Company's internal and financial control systems and risk management system to ensure its effectiveness, in addition to the effectiveness and efficiency of the Company's administrative information systems and other information technology systems.
  • Monitor and oversee the performance and activities of the internal auditor and internal audit department of the Company to ensure the availability of the necessary resources and their effectiveness in performing the assigned activities and duties.
  • Provide recommendations to the Board to nominate external auditors, dismiss them, determine their remunerations, and assess their performance after verifying their independence and reviewing the scope of their work and the terms of their contracts.
  • Ensure the Company's compliance with the relevant laws, regulations, policies, and instructions.
  • Ensure the effectiveness of the formation procedures and the performance of audit committees and internal audit departments in subsidiaries.​
The committee consists of five member: ​
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Mr. Abdul Rahman bin Muhammad Al-Oudan

Committee member

Mr. Firas bin Salah al-Din al-Qurashi

An independent member from outside the Council

Mr. Marwan bin Hamad Al-Luhaidan

An independent member from outside the Council

Mr. Turki bin Abdul Mohsen Al-Lahid

An independent member from outside the Council

Dr. Abdul Rahman bin Muhammad Al-Barrak

Chairman of the Committee - an independent member from outside the Council

The Nominations & Remuneration Committee (NRC) consists of five members, including the independent member who chaired the committee. The main duties of the NRC shall be reviewing the structure of the Board of Directors and Executive Management, proposing policies and standards for membership, ensuring the independence of Independent Directors and the absence of any conflict of interest, preparing clear remuneration policies, in addition to the committee verifying the Corporate Governance rules, reviewing and updating the rules in accordance with regulatory requirements and best practices. The committee also submits its recommendations to the Board of Directors, in a way that achieves Elm Company's objectives and protects the interests of shareholders.

 

The General Assembly also issued, after the Board of Directors' recommendation, the NRC charter which includes the duties and procedures for the committee's, the rules for selecting its members, Nomination process, the membership duration, the compensation, and the mechanism of appointing temporary members in case a seat in the committee becomes vacant.

The Nomination and Remuneration Committee aims to assist the Board of Directors in performing its monitoring and supervisory duties efficiently and effectively, and its main tasks include:

  • Recommend clear policies and standards for the membership of the Board, the Executive Management, and the Company's representative on subsidiaries boards, in addition to recommending to the Board the necessary mechanisms to annually assess its performance, its members and subcommittees, and the executive management.
  • Ensure annually the independence of Independent Directors and ensure the absence of any conflicts of interest.
  • Examine and review succession plans for the Board, CEO, and the Executive Management of the Company
  • Prepare a clear policy for the remuneration of board members, its subcommittees, and executive management, and present such policy to the Board.
  • Review the remuneration and retirement plans, as well as incentive policies and plans related to employees.
  • Verify that the Company is in compliance with its governance rules.​
The committee consists of five member:
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​

Mr. Abdullah bin Abdul Rahman Al-Rabiah

Committee member

Mr. Abdullah bin Saad Al-Salem

Committee member

Mr. Raed bin Abdullah Ismail

Committee member

His Excellency Dr. Issam bin Abdullah Al-Waqit

Committee member

Mr. Faris bin Ibrahim Al-Rashed Al-Hamid

Chairman of the Committee - independent member

The Risk Committee consists of three non-executive members who were appointed by the Board of directors. The main duties of the Risk Committee shall be providing a recommendations to the Board on the issues related to risk management, developing a strategy and comprehensive policies for risk management, determining and maintaining an acceptable level of risk that may be faced by the Company and ensuring that the Company does not go beyond such level, ensuring the feasibility of the Company continuation, the successful continuity of its activities. The committee also submits its recommendations to the Board of Directors, in a way that achieves Elm Company's objectives and protects the interests of shareholders. The Board of directors also issued the Risk Committee charter which includes the duties and procedures for the committee.

 

The Risk Management Committee aims to assist the Board of Directors in performing its monitoring and supervisory duties efficiently and effectively, and its main tasks include:

  • Ensures the availability of strategy and comprehensive policies for risk management that are consistent with the nature and volume of the Company's activities, monitors its
  • implementation, reviews and updates it based on the Company's internal and external changing factors.
  • Ensures the determination of the acceptable level of risk that may be faced by the Company and ensuring that the Company does not go beyond such a level.
  • Ensures the feasibility of the Company continuation, the successful continuity of its activities and determining the risks that threaten its existence during the following twelve months.
  • Oversee the Company's risk management system and assess the effectiveness of the systems and mechanisms for determining and monitoring the risks that threaten the Company in order to determine areas of inadequacy therein.
  • Regularly reassessing the Company's ability to take risks and be exposed to such risks.
  • Verify the independence of the risk management employees from activities that may expose the Company to risk.​
The committee consists of three member ​
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Dr. Khalid bin Abdulaziz Al-Ghunaim

Committee member - independent member

Her Excellency Mrs. Al-Shehana Bint Saleh Al-Azzaz

Chairman of the Committee - Non-Executive Member

His Excellency Dr. Issam bin Abdullah Al-Waqit

Chairman of the Committee - Non-Executive Member

The Investment Committee consists of five members appointed by the Board of Directors. The main duties of the Investment Committee shall be managing the cash, determining the Investment strategy and policies, and recommending the acquisition and investment.

The committee also submits its recommendations to the Board of Directors, in a way that achieves Elm Company's objectives and protects the interests of shareholders.  The Board of directors also issued the Investment Committee charter which includes the duties and procedures for the committee.

The Investment Committee aims to assist the Board of Directors in performing its monitoring and supervisory duties efficiently and effectively, and its main tasks include:

  • Assist the Board of Directors in fulfilling its responsibilities by establishing guidelines for non-organic investments by the Company.
  • Define investment objectives and investment policies and supervise investment activities based on the approval of the Board of Directors.
  • Define investment criteria or standard metrics adopted by the Company for monitoring its investment performance and conducting regular reviews of them.
  • Review and assess recommendations regarding wholly or partially establishing or acquiring companies, and take the necessary actions,
  • Supervise the performance of investment operations and monitor the compliance of these investments with investment strategies and policies.
  • Review and address matters related to compliance with zakat/tax requirements related to investment transactions and ensuring the Company's investments align with Shariah principles.​
The committee consists of five member: ​
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Mr.Mohammad bin Abdulaziz Alomair

Committee member

Mrs. Shahad bint Abdul Rahman Attar

Committee member

Mr. Fahd bin Khalid Al-Saud

Committee member

Mr. Abdullah bin Saad Al-Salem

Committee member

Mr. Faris bin Ibrahim Al-Rashed Al-Hamid

Committee member

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