Board Committees

Sharq Investment Company has 3 committee’s and each of the three committee’s roles & responsibilities are defined as per the Capital Market Authority (CMA)

Board committee at Sharq Investment Company are mentioned below:

• Audit Committee
• Risk Committee
• Nomination & Remuneration Committee

Audit Committee duties & responsibilities

• Reviews the periodic financial statements before providing them to the BOD and expresses opinion and recommendations to the BOD, in order to ensure the fairness and transparency of the financial data.
• Provides recommendations to the BOD regarding appointing or changing external auditors and determining their fees. At the recommendation stage, consider the independence of the auditors and review their engagement letters.
• Follows up with the work of external auditors and ensure they are only providing the Company with the services required by their auditing profession.
• Reviews the remarks of the external auditors regarding the financial statements and follow up on measures taken by the Executive Management to correct them.
• Studies the applied accounting policies and express its opinion and recommendations to the BOD in this regard.
• Supervises the internal audit department in the Company in order to verify its effectiveness in executing its duties and activities as defined by the BOD.
• Reviews and approve the policies and procedures and organization structure of the internal audit department before submitting them to the BOD for approval
• Reviews the internal audit plans proposed by the internal auditor and express any remarks on such plan.
• Reviews the results of the internal audit reports and shall ensure that proper corrective measures are taken in relation to any issues raised therein.
• Review the results of reports of the regulatory authorities and ensure that proper corrective measures are taken in relation to any issues raised therein.
• Verify the Company’s compliance with the applicable laws, regulations, policies and instructions.
• Raise issues which may affect risk management of the Company to the Board Risk Committee for timely their review and consideration.
• Approve the appointment of the independent audit firm to review and evaluate the internal controls systems of the Company and to prepare the Internal Control Report in accordance with the CMA instructions.
• Approve the appointment of the audit firm to review and evaluate the performance of the Internal Audit function of the Company periodically, once every three years.

Risk Committee duties & responsibilities

• Review the risk management policies of before approving it from the BOD, verifies implementation of these policies at the Company and ensure that they are appropriate to the size, nature & extent of the company’s activities.
• Evaluate systems and mechanisms of identifying, measuring and monitoring various risk types that the Company may face for the purpose of identifying any deficiencies.
• Assists the BOD in identifying and evaluating the level of risk limits/thresholds of the Company, and ensure that the Company does not exceed the level approved by the BOD.
• Review and recommend updates to the organizational structure of risk management before obtaining approval from the BOD.
• Ensure the independence of risk management unit employees from the activities that results in exposing the Company to risks.
• Ensures that the risk management unit have full understanding of the risks facing the Company and work on increasing the employee awareness of those risks and their knowledge of the same.
• Reviews periodic reports submitted by risk management concerning the nature of the risks that the Company faces and proposed recommendations to mitigate those risks.
• Reviews the related issues that are raised by the Board Audit Committee that may affect the risk management within the Company.
• Report on risk management activities to the BOD on a regular basis and make such recommendations with respect to such matters as the Committee may deem necessary or appropriate.

Nomination & Remuneration Committee duties & responsibilities

• Recommend nomination and re-nomination for the BOD membership, Board committees and for the Executive Management members.
• Develop job description for the executive, non-executive and independent members of the BOD.
• Review annually the requirements regarding the appropriate skills needed for BOD and Board Committee membership, attracting those willing to fill executive positions as required and review these requests taking into consideration the relevant CMA requirements.
• Ensure that the independent BOD members maintain their independent status at all times.
• Develop a clear Remuneration Policy for the remuneration of the BOD and the Executive Management members taking into consideration the relevant provisions of the Companies Law and its Bylaw and any amendments thereof, and ensure its effective implementation at the Company.
• Periodic review of the Remuneration Policy, assessing its effectiveness in achieving its goals, namely, attracting qualified personnel and retaining the professionally efficient employees needed for the company’s growth.
• Determine the different remunerations categories that will be given to the employees such as fixed remuneration, performance-based, share based and end of service benefits if applicable.
• Prepare detailed annual report of all forms of remuneration given to the BOD and the Executive Management whether such remuneration is in monetary amounts, interests, or benefits, and whatever was its nature or name.

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