The Ministry of Industry, Commerce and Tourism

The Ministry of Industry, Commerce and Tourism – Corporate Governance Code – 2022. Covering:

Chapter One

Definitions and General Provisions

Section One

Definitions

Section Two

General Provisions

First: Purpose of the Code

Second: Purpose of the Code

Third: Key Pillars of Governance

Fourth: The Companies which apply this Code

Fifth: Role of Shareholders

Sixth: Structure of the Code

Seventh: Comply or Explain Principle

Eighth: Ministry’s Requirements for Governance

Ninth: Document Retention

Chapter Two

Corporate Governance Principles

Section One

Principle 1: The Company shall be Headed by an Effective, Qualified and Effective Board

First: The BoD’s Composition, Responsibilities, and Duties

Second: The Secretary

Third: The BoD’s Meetings, Decisions, and Recommendations

Fourth: Directors’ Independence

Fifth: The Board’s Representation of all Shareholders

Sixth: Directors’ Accessibility to External Consulting Opinions

Seventh: Communications between Directors and Executive Management

Eighth: Committees of the Board

Ninth: Evaluation of the Board and its Committees

Section Two

Principle 2: The Directors and Executive Management shall have Full Loyalty to the Company

First: Personal Accountability

Second: Dealing with Related Parties

Third: Avoidance of Conflicts of Interest

Fourth: Disclosure of Conflicts of Interest

Fifth: Criteria and Determinants of Professional Conduct and Ethical Values

Section 3

Principle 3: The Board shall have Rigorous Controls for Financial, Audit and Reporting, Internal Control, and Compliance with Law

First: Audit Committee

Second: Whistleblowing Program

Third: Chief Executive Officers, Chief Financial Officers, or Financial Controllers Certification of the Financial Statements

Section Four

Principle 4: The Company shall have Effective Procedures for Appointment, Training, and Evaluation of the Directors

First: Nomination Committee

Second: BoD Nominations to Shareholders

Third: Induction and Training of Directors

Section Five

Principle 5: The Company shall Remunerate Directors and Senior Officers Fairly and Responsibly

First: Remuneration Committee

Second: Common Standards for all Remunerations

Third: Non-executive Directors’ Remuneration

Fourth: Senior Officers’ Remuneration

Fifth: Performance-based Incentive Regulations

Section Six

Principle 6: The Board shall establish a Clear Efficient Management Structure for the Company and Define the Job Titles, Powers, Roles, and Responsibilities

First: Establishment of Management Structure

Second: Job Titles, Authorities, Roles, and Responsibilities

Third: BoD’s Additional Authorities and Duties

Section Seven

Principle 7: The Company shall Communicate with Shareholders, Encourage their Participation, and Respect their Rights

First: Shareholder Empowerment

Second: Conduct of Shareholder Meetings

Third: Direct Shareholders’ Communication

Four: Controlling Shareholders

Fifth: Shareholders’ Rights

Section Eight

Principle 8: The Company shall Disclose its Corporate Governance

Section Nine

Principle 9: Companies which offer Islamic Services shall adhere to the Principles of Islamic Shari’a

First: Establishment of Shari’a Supervisory Board

Second: Establishment of Corporate Governance Committee

Section Ten

Principle 10: The Board shall ensure the Integrity of the Financial Statements Submitted to Shareholders theough Appointment of External Auditors

First: Selection of External Auditor

Second: External Auditors’ Obligations

Section Eleven

Principle 11: The Company shall seek through Social Responsibility to Exercise its Role as a Good Citizen

First: Formulation of Social Responsibility Policy

Second: Disclosure of Social Responsibility

Third: An Annual Plan to Implement the Social Responsibility Philosophy

Appendicies

Appendix (1) – Independence of the Board Member

Appendix (2) – Audit Committee

Appendix (3) – Nomination Committee

Appendix (4) Remuneration Committee

Appendix (5) – Corporate Governance Disclosure