Executive Committee Charter

Transcription

1 Ô«b ó flaç a@úä ãí Zamil Industrial Investment Co. Executive Committee Charter Zamil Industrial Investment Co. (Zamil Industrial) Governance Charters

2 Introduction The Executive Committee is an organization seconded by the Board of Directors to provide continuity and permanence of its presence. This charter contains the principles for selecting members of the Executive Committee, its period of membership, its operations limits, scope of functions and responsibility, its authority, and the process necessary to amend this charter. Objective The main objective for constituting the Executive Committee (the committee) of Zamil Industrial Investment Company (the company) is to assist the Board of Directors in discharging its responsibilities in front of the shareholders and other parties in matters connected to overseeing the company s executive administration, reviewing and monitoring related to the company s business in a regular and continuous manner, and issue the necessary recommendations to the Board whenever needed. The committee, based on Board directives, may conduct studies in the strategic matters and issue recommendations. First: Constituting the Executive Committee and Duration of Membership 1. The Executive Committee shall consist of four members selected from Board members, provided the company s CEO is among them, even he may not be a Board member. 2. If a seat on the committee becomes vacant during the duration of membership, the Board shall appoint another one from its members to the vacant seat. The new member shall complete the duration of his predecessor. 3. The duration of the Committee shall not exceed three years and shall not be les than one year. Membership of the committee shall expire upon expiration of Board membership. 4. The Board may remove a member from the committee and appoint a successor at any time. Also, a Committee member may resign provided such resignation is at an appropriate time to the Board. Second: Principles for Selecting Committee Members The following shall be observed upon selecting a committee member: 1. Has been nominated by the Nomination and Remunerations Committee. 2. A member of the Board of Directors. 1 of 4

3 3. The company s CEO is among the Committee members although he may not be a Board member. 4. The committee member may be considered as resigned if he fails to attend three (3) consecutive meetings without an acceptable excuse. 5. The committee member is entitled to receive an attendance allowance for each meeting, as determined by the Board, provided the allowance does not exceed a Board member s allowance when attending meetings in that capacity. 6. The committee member and its secretary are bound to keep company secrets and may not disclose such information to shareholders or other parties, as long as they have gained such information in the course of performing their duties. Third: Regulations for the Committee s Performance of its Duties 1. Members of the committee shall select from among them a Chairman in accordance with a method agreed upon by the members. 2. If the chairman is absent, a committee member should be selected to chair the meeting. 3. The Committee may select a secretary from among its members or from outside its membership. The secretary shall prepare the Committee s minutes and carry out administrative duties of the Committee. 4. The committee shall meet at least four (4) times per annum or more frequently whenever necessary. 5. The Committee s chairman, after consultation with executives, should direct the secretary or anyone else to prepare draft agendas for Committee meetings with supporting information. The Chairman shall review and approve such drafts prior distribution to members of the Committee. 6. The agendas and supporting documents shall be distributed to members in reasonable time prior to the meeting in order to allow members sufficient time to apprise themselves of the documents that are submitted for discussion during the meeting. 7. The committee may invite, from outside its membership, whom ever considered necessary to attend the meeting. 8. Calls for Committee meetings shall be done by the chairman or the secretary, based on the Chairman s directive, provided such calls are done at least 24 hours prior to the meeting whether by telephone, or written letters. 9. The Committee shall be considered in quorum if at least three members are present. The Committee member is not allowed to delegate other to attend on his behalf. 2 of 4

4 10. Committee resolutions shall be carried out by a majority of attended members. In case of a tie, the vote of the Chairman shall carry out the resolution. 11. Committee discussions and resolutions shall be recorded in minutes that should be reviewed and signed by both the Chairman and the secretary. 12. Upon a directive from the Board Chairman or as the Committee Chairman considers necessary, Committee reports shall be submitted to the Board along with recommendations, if it is there, for approval of the Board in the First regular Board meeting that follows the Committee s meeting. 13. The committee may, every five (5) years or whenever necessary, review this charter and recommend amendments where necessary, provided such amendments are submitted to the Board for approval. Fourth: Executive Committee Duties and Responsibilities The duties and responsibilities of the committee shall include the following: 1. Tracking the execution of the company s policies and charters of finance, administration, controls and recommend amendments thereof to the Board. 2. Tracking the long term, medium term and short term plans of the company s strategy, update them and review them from time to time. 3. Meeting with division heads, internal and external auditors and whoever is charged with monitoring business and financial performance of the company and its divisions. 4. Tracking the execution of company budgets, analyzing deviation thereof if noticed and submitting recommendations in that respect. 5. Review approved capital expenditure. The Committee also has the authority to approve over budget spending by a maximum of 10%. 6. Recommending entering into new investment and industrial projects and developing existing activities both vertically and horizontally. 7. Reviewing monthly, quarterly and end of year consolidated financial statements. 8. Tracking the execution of significant recommendations submitted by both the internal and external auditors. 9. Tracking and reviewing all significant issues that are related to legal proceedings, emergency issues and demands that need to be reflected in the accounting statements. 10. Nominating senior company executives. 3 of 4

5 11. Selecting and commissioning consultants as it considers for the benefit of the business. 12. Determining targets of unified informative and advertising campaigns. 13. Carrying out any other functions that the Board may delegate to the Committee. Fifth: Delegated Powers and Authorities In order for the Committee to assume its responsibilities, the Board of Directors granted the following powers: Obtaining the information needed from: The company employees (all employees in the company must cooperate with the Committee and provide it with the information it requires). Legal and professional advisers from inside or outside the company. Any external party. Inviting specialized employees in the company to attend the Committee meetings for discussion whenever it is necessary. Using the competent advisers and experts it deems necessary to assist it in understanding proposed studies and plans. Sixth: Amendments to Charter This Charter shall not be amended by deletion or addition except upon a recommendation from the Committee and approval by the Board. 4 of 4