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Governance and Organization Structure

In line with Muqassa’s commitment to delivering the highest standards of corporate governance, several Board Committees have been established to ensure compliance with corporate governance requirements as stated in the Securities Central Counterparties Regulations. 

The Committees are responsible for overseeing the governance framework and ensuring that key information is disclosed.

Responsibilities and Authorities of the Board:

With respect to the authorities of the General Assembly, the Board shall exercise all responsibilities and authorities to manage the Company in accordance with Regulations and Bylaws, which includes the following responsibilities and authorities:

  • All the authorities stated in the Company’s Bylaws necessary to manage the Company.
  • Approving and amending the company’s administrative and financial authorities’ matrix of the Company.
  • Approving the organizational structure (Level one), and the internal policies of the Company and amending them by CEO’s recommendation.
  • Forming necessary committees from the Board members (where applicable) or others to perform the assigned tasks, and by resolutions which specify committee’s term, authorities and responsibilities, and how the Board will monitor them, and the Board may delegate any of its Authorities - provided that it is not a general Delegation, and that it is a fixed term - provided that the formation resolution includes naming the members and determine the remuneration of its members and their benefits and compensation. And the adoption and amendments of committee’s charters.
  • Forming a Committee from among its members to investigate violations or abuses that may be made by Board members, Committees members or CEO, and this Committee shall consist of at least three members including the Chairperson, excluding the member concerned with the investigation, and this Committee shall submit the results of the investigation and its recommendations to the Board to take what it deems appropriate According to the Code of Conduct.
  • Delegating any of the Board members to specific tasks for a specific period by a written resolution, the Board issues in this regard, and in all cases the Board reviews any of the decisions taken based on this delegation.
  • Establishing the Company's main plans, policies, strategies and objectives, overseeing their implementation and reviewing them periodically, and ensuring the availability of the human and financial resources necessary to achieve them.
  • Appointing the CEO in the Company, approving and amending his mandates (after obtaining the approval of the Capital Market Authority’s Board of Directors).
  • Approving the CEO’s performance indicators, his evaluation and his remuneration based on a recommendation of Nomination and Remuneration Committee on annual basis.
  • Establishing systems and controls for internal control and to generally supervise over them.
  • Establishing policies and procedures that ensure the Company's compliance with laws and regulations and its commitment to the disclosure of essential information to the shareholders and stakeholders, and verifying the Executive Management's compliance with them.
  • Overseeing the management of the company's finances, cash flows, and financial and credit relationships with others.
  • Preparing of the initial and annual financial statements of the company and The Board report and approving them.  
  • Establishing the values and standards that govern the work in the Company.
  • Proposing to the Extraordinary General Assembly of what it deems necessary with regard to increasing or reducing the Company's capital or dissolving the Company before the term specified in the Bylaw or deciding its continuation.
  • Proposing to the Ordinary General Assembly what it deems appropriate in relation to the use of the Company's provisional reserve If such reserve is not allocated for a specific purpose, and the recommend method for distributing profits.

Board Committees:

Internal Audit Committee

Responsibilities: 

  • Monitor the Company’s performance and verify the validity and integrity of financial reports and statements as well as internal control systems

Committee Members:

  • Dr. Roland G. Bellegarde – Board Member
  • Mr. Mohammed Talal Al-Nory – CEO of Tadawul Advanced Solutions Company (Wamid) 
  • Mr. Yazeed Hamad Al-Eidi – Chief of Risk and Security at the Saudi Tadawul Group
  • Mr. Saleh Alyahya – Independent Member

Information Technology Technical Committee

Responsibilities:

Review the Company’s information technology plans and strategies, and provide the Board of Directors with updates on information technology matters, as required.

Members:

  • Eng. Khalid Abdullah Al-Hussan – Chairman of the Board
  • Mr. Al-Hasan Nabeel Al-Asharam – Chief of Operations at the Saudi Tadawul Group
  • Mr. Shahrukh Qureshi – Chief of Finance at the Saudi Tadawul Group
  • Mr. Yazeed Hamad Al-Eidi – Chief of Risk and Security of the Saudi Tadawul Group
  • Mr. Mohammed Talal Al-Nory – CEO of Tadawul Advanced Solutions Company (Wamid)

Nomination and Remuneration Committee

Responsibilities:

Assist the Board with related supervisory functions and presenting at the General Assembly. The Committee determines the remunerations of the Board members and oversees the human resources strategy of the Company.

Members:

  • Mrs. Sarah AlSuhaimi, Chairperson of the Board of Directors of Saudi Tadawul Group
  • Ms. Rania Mahmoud Nashar, Member of the Board of Directors
  • Mr. Mark Makepeace, Member of the Board of Directors
  • Mr. Bander Abdulrahman Bin Mogren, Vice Chairman of Board

 

Compliance Committee

Responsibilities:

The Committee oversees the Company’s compliance to rules and regulations, alongside the Board and review related reports.

Members:

  • Eng. Khalid Abdullah Al-Hussan – Chairman of the Board
  • Mr. Abdullah Abdullatif Al-Elsheikh – Chief of Legal at the Saudi Tadawul Group
  • Mr. Khalid Abdulaziz Al-Gheriri – Chief Regulatory Oversight & Authorization Officer at the Saudi Tadawul Group
  • Ms. Maha Mohammed Al-Beshr – Chief of Human Resources at the Saudi Tadawul Group
  • Mr. Yazeed Hamad Al-Eidi – Chief of Risk and Security at the Saudi Tadawul Group

 

Risk Management Committee

Responsibilities:

Serves as advisor to the Board across matters related to risk management. The Committee shall review and recommend to the Board any new proposals or amendments related, and not limited to, risk management policies, criteria, limits, investment, and margins.

Members:

  • Mr. Talal Ahmed Al-Khereji – Vice Chairman of the Board
  • Ms. Kim Taylor – Board Member
  • Mr. Al-Hasan Nabeel Al-Asharam – Chief of Operations at the Saudi Tadawul Group
  • Mr. Yazeed Hamad Al-Eidi – Chief of Risk and Security at the Saudi Tadawul Group.
  • Mr. Mohammed Talal Al-Nory – CEO of Tadawul Advanced Solutions Company (Wamid)
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