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Board Member Election Procedures

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Service Description

​​The members of the board of directors shall be elected through secret cumulative ballot according to the following procedures, which do not apply to banks and companies under the oversight of the Central Bank except for the secret cumulative ballot
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Service steps & procedures

Announce the opening of nominations for the membership of the board of directors, according to the following steps:

·        Apply for the Authority's approval on the announcement draft before publishing (Form E-3-1), at least 45 days prior to the date of the ordinary general assembly meeting.

(Time for the procedure at SCA is one working day)

·        Published the announcement in at least two Arabic daily newspapers. The announcement must indicate that the company will post the names of candidates and their information on the bulletin board of the company, website, or any other media approved by the Authority at least two weeks prior to the general assembly. The Authority and market shall be provided with a list of candidates.

·        The door for the board membership nomination shall remain open for at least one month from the date of the announcement. Each shareholder who meets the conditions for nomination in accordance with law and company's AOA may run for the board membership in the company by submitting an application enclosing a brief resume and the post he is nominating himself for.  

·        The company management shall apply for the Authority's approval to hold the ordinary general assembly meeting 21 days before its scheduled date in accordance with the provisions of the Commercial Companies Law.

Voting on the general assembly's resolutions related to the election of board members shall be made according to the following procedures:

      on the general assembly's resolutions related to the election, dismissal or  accountability of the board members shall be made by secret cumulati  ve ballot, whereby votes shall be counted on the basis that "each shareholder shall have a number of votes equivalent to the number of his shares", as provided for under article 125 of the Law and pursuant to the following procedures:

·        The voting process shall be made through a voting card distributed to the shareholders or their representatives. Such card must be prepared sufficiently before the meeting, or through a special computer-based voting system "voting platform".

·        It is not permissible to vote for a number of candidates greater than the number required for the board membership.  Such voting card shall be completely void.

·        If any shareholder casts votes more than the number he holds, the excess votes shall be reduced proportionately among the candidates he voted for them.

·        If any shareholder casts votes less than the number he holds, he will not be able to use the remaining number he holds by adding to any candidate.

·        Candidates shall be arranged descending-wise according to the votes obtained.  The elected candidates who obtained the highest number of votes shall be announced subject to the seats allocated for independent members, who should form at least one third of the board membership according to the rules and conditions for election and the provisions of the company's AOA.

·        Once all votes have been counted, the winner candidates in the order of the highest number of votes shall be announced, subject to the number of seats allocated to independent members. For example, if the required number is five, the first five candidates the highest number of votes shall be announced winners if they include at least two independent members, or otherwise the first three candidates shall be announced winners and the number shall be completed by two independent members who got the highest votes within this category.  If one of the first three is an independent member, the fourth winner shall be announced along with an independent member who got the highest votes. 

Requirements & Documents

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