Corporate Governance

MEPCO complies with the best corporate governance criteria’s and considers this to be a material factor in its success so far. Accordingly, the company has developed its own corporate governance and system to protect the shareholder’s and stockholders rights. MEPCO is committed to maintaining high standards of corporate governance and sees such practices as an essential tool in maximizing long-term shareholder value and as being entirely consistent with its commitment to quality in all of its processes and products.

In particular, it aims at optimizing and rationalizing its capabilities and resources by creating a working environment based on responsibility, control, commitment and transparency and clarity, both in defining the company's strategic objectives and business plans, in the statement of rights and obligations of each of its entities and in managing its relationship with suppliers, financiers, Activity in which you operate. This environment interacts with the national legislation system in which the company operates and integrates with it to achieve its objectives effectively and impartially. The MEPCO governance system focuses on:

• Enhancing the role of the Company’s shareholders and facilitating the exercise of their rights;
• Stating the competencies and responsibilities of the Board and the Executive Management;
• Enhancing the role of the Board and the committees and developing their capabilities to enhance the Company’s decision making mechanisms;
• Achieving transparency, impartiality and equity in the Exchange, its transactions, and the business environment and enhance disclosure therein;
• Providing effective and balanced tools to deal with conflicts of interest;
• Enhancing accountability and control mechanisms for the Company’s employees;
• Establishing the general framework for dealing with Stakeholders and protecting their rights;
• Supporting the effectiveness of the system for overseeing Companies and the tools thereof;
• Raising the awareness of Companies in respect of the concept of professional conduct and encouraging them to adopt and develop such concept in accordance with their nature.

The Board of Directors has adopted the Company's internal control system to evaluate policies and procedures related to risk management and to implement the provisions of the Company's governance rules and comply with relevant regulations. The control system consists of the internal audit department and the compliance and risk control department. Executive management and under the supervision of the committees of the Board.

In particular, the Company's Corporate Governance Regulations focused on the rights of shareholders, encouraging their active participation in the meetings of the General Assembly, informing them of voting procedures and rules, their right to fair treatment without discrimination, obtaining information enabling them to exercise their full legal rights and obtaining a share of profits , The right to receive a share of the Company's assets upon liquidation, the right to attend the General Assembly meeting, participate in its deliberations, vote on its decisions, the right to dispose of shares, the right to request access to the Company's books and documents, The right to sue the members of the board, and the invalidation of the General Assembly decision, as well as the rights of other stakeholders, and all these rights guaranteed and confirmed by the company's bylaws.

The Shareholders play a major role in all matters pertaining to the company they own. The major role of the shareholders is through a number of the most important meetings of the General Assembly of the company attended by each shareholder and the General Assembly of shareholders is the highest authority in the company, and has exclusive powers, including the appointment of the Board of Directors members of exemption, and control the work of the Board of Directors, As well as the approval of the consolidated financial statements, the appointment of the external auditor and the identification of his fees, formation of the audit committee and definition of its functions, the controls of its work and the remuneration of its members, the approval of the dividend distribution recommended by the board of directors, the increase of the company's capital or its reduction, Basis.

The company is committed to facilitate the exercise of shareholders' rights related to the General Assembly meeting. At the beginning of each meeting, they are presented with a guide manual to attend this meeting at the beginning of the assembly file, which contains the documents related to the agenda of the meeting and enables them to discuss the topics and respond to their queries.

The board of directors of the company is elected by the general assembly of the company, which is its governor and the commissioner of its management. It is well aware of its legal responsibilities and it is legally responsible to the shareholders for managing the affairs of the company in a manner that achieves shareholder interest.

The Corporate Governance Code includes detailed provisions on the composition of the Board of Directors, its committees, competencies, responsibilities, meetings, and the rights and duties of its members. It emphasizes the principle of effective participation in decision-making within the Council and strictly regulates conflicts of interest between its members and the Company. And attention, as a principle and approach of the Governing Council. The system of the company determines the basis of the number of members of the board of directors and their remuneration and validity and how to appoint them and the end of their membership.

The Board’s committees shall be formed in order to assist the Board in the performance of their duties in accordance with the procedures specified in the list of corporate governance regulation.

Committees should study issues adjudicated or referred to it by the Board of directors, and shall make recommendations to the Board to make a decision , or it can take decisions if authorized by the Board , with taking consideration that the Board has delegated responsibility for its work , likewise if the authorized other committees , entities or individuals in the exercise of some of its powers. The Committees of the board are governed by the regulations of the controls and procedures in the work of these committees, functions, selection of its members and the duration of their terms, and reward them, and the Mechanism of appointing its members temporarily in one of the vacant seats on the Commission, and here is the profile of the committees of the board :

Executive Committee :

The aim of this committee is assisting the Board in fulfilling its supervisory responsibilities for the work of the company , and daily issuing its recommendation to the Board.

Audit Committee :

This committee aims to assist the Board in fulfilling its supervisory responsibilities on company work , verification of the integrity and impartiality of the reports , financial statement and internal control systems and verifying the company complies with the rules and regulations.

Nomination and Remuneration Committee :

This committee aims to assist the Board in fulfilling its supervisory responsibilities in nominating the members of the Board of Directors and senior executives , and ensuring the integrity of the rewards, benefits, incentives and salaries strategy in the company.

The Board of Directors shall set up the executive management of the company, organizing its work, controlling and supervising it, verifying its performance of the tasks assigned to it.

The Corporate Governance Code has organized the executive management's competence to propose and implement its plans, policies, strategies and main objectives, Likewise the principle of separation of positions and emphasized the principle of non-exclusive one person absolute authority shall not take decisions in the company.

A code for the company which determines the nature of it , organizes its affairs and purposes and how to manage it, arrangements for meetings , shareholders' rights , how to control its work and the validity of the company in taking loans and purchasing its stocks , and determine its policy due from inception until its expiration.

Company’s basic regulation amendments has been approved by the extraordinary general assembly in November 2016, in accordance with the Saudi companies regulation issued by Ministerial Resolution No. 18379 and the date of 1437 AH / 2015.

Emad Abdulkadir Al Muhaidib

Chairman / Non-executive

Abdullah Abdul Rahman Almoammar

Vice Chairman / Non-executive

Abdul-Ilah Abdullah Abunayyan

Board Member / Non-executive

Khaled Saleh Al-Khattaf

Board Member / Non-executive

Mussab Sulaiman Al-Muhaidib

Board Member / Non-executive

Ahmed Mubarak Al-Debasi

Board Member / Independent

Walid Ibrahim Shukri

Board Member / Independent

Tariq Mutlaq Al-Mutlaq

Board Member / Independent

The Audit Committee consists of the following members:

Name Position
Khaled Saleh Al-Khattaf Chairman
Mussab Sulaiman Al-Muhaidib Member

Remuneration and Nomination Committee members:

Name Position
Ahmed Mubarak Al-Debasi Chairman
Abdullah Abdul Rahman Almoammar Member
Omar Mohammed Siraj Member

Members of the Executive Committee:

Name Position
Abdullah Abdul Rahman Almoammar Chairman
Abdul-Ilah Abdullah Abunayyan Member
Khaled Saleh Al-Khattaf Member
Mussab Sulaiman Al-Muhaidib Member

Senior Executives:

Name Position
Sami Ali Al-Safran CEO
Mohamed Saleh Darweesh CFO