Halwani Brothers Company announces the Nomination Opening to the Board of Directors Membership for the New Term
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| Introduction | Halwani Brothers Company is pleased to announce the opening of the nomination for its Board of Directors membership for the next term starting on 07 / 11 / 2021 for a period of three years and ending on 06 / 11 / 2024. |
The nomination procedures shall be in accordance with the provisions of the Companies Law and its Implemented Regulations issued by the Ministry of Commerce and the Corporate Governance Regulations issued by the Capital Market Authority, in addition to the Company’s Bylaws, Policies, Standards and Procedures for membership in the Board of Directors approved by the General Assembly.
Members will be elected at the Next General Assembly Meeting held on a date to be determined and announced later, after obtaining necessary approvals from the competent authorities.
For inquiries or further information, please contact us during business hours at:
Phone No. 00966126366667 Extension No. 312 or by E-mail to: BoardNomination@halwani.com.sa
1) Every shareholder has the right to nominate himself or another or more other persons for membership in the Board of Directors, within the limits of his ownership percentage in the capital.
2) The candidate for the Board membership is required to be professionally capable and has the required experience, knowledge, skill and independence, which enable him/her to perform his/her duties efficiently. And he/she shall have the following qualifications in particular (Leadership ability, Competency, Ability to guide, Financial Knowledge, Physical fitness).
3) The candidate for membership of the Board of Directors should not have been previously convicted of a crime involving breach of honor and trust, and not be insolvent or bankrupt, or become unfit for membership in the board according to any statue or instructions in force in the Kingdom.
4) A board member should not hold a membership of the Board of Directors of more than five joint stock companies listed in the market simultaneously
5) The candidate for board membership should comply with the principles of truthfulness, honesty, loyalty, and care of the interests of the Company and its shareholders, and prioritise their interests over his/her personal interests.
Procedures for candidacy for membership of the Board of Directors:
1) The candidate for membership of the Board of Directors should submit a written letter confirms his/her desire to run for candidacy for membership of the Board of Directors (sample attached).
2) Submit filled and signed copy of Form No. (3) issued by CMA to run for candidacy for membership of the board (attached), also a copy could be downloaded from CMA website through: https://bit.ly/3qWw8VC
3) Submit Form No. (1) along with biographical information, including information about his profession and the main job he currently occupies, his qualifications, and his practical experience (attached).
4) The candidate must provide the company with all supporting documents such as (national identity card, family card, passport for non-Saudis applying for board membership or Commercial record for corporate and any such other related documents required by the company to meet the statutory requirements).
5) The candidate for board membership should disclose any conflicts of interest according to such procedures established by the Authority, including:
A. A direct or indirect interest in the business and contracts made for the account of the company that the candidate wishes to run for membership of its Board of Directors.
B. His participation in a business that would compete with the company, or compete in a branch of the activity practiced thereby.
6) A candidate who has previously served on the Board of Directors of a joint stock company should attach a statement of the number and dates of the Boards of Directors of the companies that have assumed their membership.
7) A candidate who has previously served on the Board of Directors of the Company should attach a statement from the company management about the last session in which he has served on the Board, including the following information:
a. Number of Board meetings held during each year of the session.
b. The number of meetings the member attended, and the ratio of his attendance for the total number of meetings.
c. Permanent Committees in which the member participated at, the number of meetings held by each of these committees during each year of the board session, the number of meetings attended, and the ratio of attendance to the total meetings.
The Capital Market Authority and Saudi Exchange take no responsibility for the contents of this disclosure, make no representations as to its accuracy or completeness, and expressly disclaim any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this disclosure, and the issuer accepts full responsibility for the accuracy of the information contained in it and confirms, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts or information the omission of which would make the disclosure misleading, incomplete or inaccurate.