CmaBylaw
Executive Bylaws
3-7 Of Module Fifteen: Corporate Governance
Section: Chapter Three: Rule II: Establish Appropriate Roles and Responsibilities
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Wednesday, 15 February 2017
Board roles and responsibilities include, for example without limitation: 1. Approving company major goals, strategies, plans and policies, for example, at the minimum: a. The company comprehensive strategy, main work plans, reviewing and directing the same. b. Company ideal capital structure and financial goals. c. Apparent policy for profits distribution of various types (cash/ non-cash) so that shareholders’ and company’s interests are accomplished. d. Performance goals, execution pursuing and company comprehensive performance. e. Company organizational and employment structures and periodic review thereof. 2. Acknowledging annual estimated budgets and approving phase and annual financial information. 3. Supervising company main capital charges, assets ownership and disposing of the same. 4. Ensuring the company’s commitment with policies and procedures that procure the company’s compliance with internal applicable rules and regulations. 5. Safeguarding accuracy and validity of the data and information to be disclosed in accordance with applicable disclosure and transparency policies and rules. 6. Constructing effective communication channels that enable the company shareholders periodic and continuous access to company various activities and any essential developments therein. 7. Setting corporate governance system – without these rules – general supervision thereof and monitoring how effective it is and amending the same, if necessary. 8. Pursuing performance of each Members of a Board of Directors and executive management member subject to Key Performance Indicators (KPIs). 9. Preparing annual report to be cited in the annual general assembly including the requirements and procedures of completing corporate governance rules and commitment degree thereof. However, this report shall be included in the annual report of company activities and showing the complied and non-complied rules and excuses for the same. 10. Forming specialized committees where period, powers and responsibilities of the committee are clarified and how the Board shall monitor it. Formation resolution shall also include titles of members and determining their roles, rights and duties. This is in addition to assessing performance and works of the committees and their main members. 11. Ensuring that company certified policies and conditions are transparent and clear so that resolutions’ taking and wise governance principles are applied. This in addition to separating powers and authorities of both the Board of Directors and executive management. In this regard, the Board shall: a. Approve internal rules and regulations concerning the company work and development, and any subsequent roles, specializations, roles and responsibilities amongst different organizational levels. b. Approve authorization and execution policy of executive management assigned works. 12. Determine the powers authorized to executive management, resolution taking actions and authorization term. The Board shall also specify issues which it shall keep power to resolve. Periodic reports shall be referred to executive management in regard of its practicing the authorized powers. 13. Audit and supervise performance of executive management members and procuring their accomplishment of all assigned roles so that the Board can: a. Ensure that executive management work is in accordance with policies and conditions approved by the Board. b. Hold periodic meetings with executive management to discuss work issues and challenges as well as presenting and discussing important information in regard of the company’s activity. c. Set performance measures for executive management consistent with company goals and strategy. 14. Determine the remuneration categories to be given for employees such as fixed remuneration category, long term risks and performance remunerations and Shares-like remuneration category. 15. Appoint or remove any of executive management members including executive agency chairman or his representative. 16. Set a policy for regulating relationship with Stakeholders to protect their rights. 17. Set a mechanism to regulate dealings with Related Parties to avoid conflicts of interest. 18. Periodically ensure the applicable internal audit systems’ efficiency and sufficiency in the company and Subsidiary Companies thereof, for example: a. Ensuring validity of financial and accounting systems including those relate to financial reporting preparation. b. Procuring the application of sound audit rules for risk measuring and management, through determining scope of risks that may face the company and constructing appropriate environment of risk prevention culture all over the company and presenting the same transparently with Stakeholders and Related Parties.
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