Secretary Of The Board Guide - Cma .sa

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Secretary of theBoard GuideContentsIntroductionDefinition of the Secretary of the BoardAppointment and Termination of theSecretary of the BoardDuties and Responsibilities of the Secretaryof the BoardQualifications of the SecretaryAssessment and Remunerations

IntroductionThis Guide aims to clarify the general framework for the role of Secretary of the Board in listedcompanies and to define the competencies and responsibilities of that role. This Guide will presentgovernance practices related to the main duties of the Secretary of the Board before its members,as well as job qualifications to possess the role of Secretary of the Board and to fulfill the Board’sobjectives.The content of this Guide shall not be considered a substitute for the provisions of theCapital Market Law, the Companies Law, or their Implementing Regulations. In the eventof any conflict between the content of this Guide and the provisions of the Capital MarketLaw, the Companies Law, or their Implementing Regulations, those Laws and Regulationsshall prevail. And as the Implementing Regulations issued by the Capital Market Authority(the Authority) are subject to continuous amendments, reliance shall always be on theRegulations published on the Authority’s website.Secretary of the Board Guide-1-

Definition of the Secretary of the BoardThe Secretary of the Board is the person who is responsible for documenting the Company’s Boardmeetings, manages the disclosure register of the Board and the Executive Management and otherduties set forth herein. The Secretary may be a Board member or a non-Board member, whoseresponsibilities and remunerations shall be specified by a Board resolution unless the Company›sbylaw includes provisions in connection in this regard.Appointment and Termination of theSecretary of the BoardThe Secretary of the Board shall be appointed by the Board and may not beterminated except by a Board resolution.Duties and Responsibilities of the Secretary of the BoardDocumenting the Board’s meetings:The Secretary of the Board is responsible for documenting the Board’s meetings and preparingminutes therefore, which shall include discussions and deliberations carried out during such meetings,and recording the resolutions of the Board and voting results and retaining them in a special andorganized register. Such minutes shall be signed by all of the attending members. The minutes of themeeting must at least include the following:Venue, date, times on which such meeting commenced and concluded.Names of the attendees and any reservations they expressed (if any).Discussions and deliberations were carried out during such meetings.Resolutions of the Board and voting results.Record keepingThe Secretary of the Board must ensure that all reports submitted to the Board or prepared by it havebeen retained, including but not limited to quarterly and annual reports.Providing Board Members with Information and Minutes:The Secretary of the Board must provide the Board members with all information needed in thecourse of their work, which is one of his competencies including:Meeting agenda and related documents and information.Any additional information related to the topics included in the agenda items, requested by anyBoard member.A copy of previous minutes of the Board’s meetings as well as the information and documentsrelated to the Company.Secretary of the Board Guide-2-

Compliance:The Secretary of the Board must ensure that the Board members comply and commit to theprocedures approved by the Board.Notifying Board Members of the Dates of Board’s Meetings:The Secretary of the Board serves as a liaison between Board members, especially with regard tocoordinating dates of meetings. Therefore, the Secretary of the Board must notify Board members ofthe dates of the Board’s meetings within sufficient time prior to the date specified for the meeting.Presenting Draft Minutes:The Secretary of the Board shall present the draft minutes to the Board members to provide theirfeedback before signing.Coordinating among Board Members:The Secretary of the Board shall coordinate among Board members to help raise the efficiency ofBoards’ operations and enhance decision making expeditiously and efficiently.Providing Assistance and Advice:The Secretary of the Board shall provide assistance and advice to Board members.Regulating Disclosure Register of the Board:The Secretary of the Board shall manage the disclosure register of the Board and the ExecutiveManagement as per the disclosure requirements stipulated in the Capital Market Law, the CompaniesLaw, and their Implementing Regulations.Secretary of the Board Guide-3-

Qualifications of the Secretary:The Success and effectiveness of the Board’s operations depend mainly on how the Secretary assumesthe roles and duties in an efficient and proper manner. To that end, the Board may specify therequirements that the Secretary must meet, provided that they include at least one of the following:Holds a Bachelor degree in law, finance, accounting or management or their equivalent, and hasrelevant practical experience of no less than (3) years; orHas relevant practical experience of no less than (5) years.Assessment and RemunerationsRemunerations of the Secretary of the Board shall be determined by a resolution of the Company’sBoard, unless the Company›s bylaws include provisions in connection in this regard.Secretary of the Board Guide-4-

Secretary of the Board The Secretary of the Board is the person who is responsible for documenting the Company's Board meetings, manages the disclosure register of the Board and the Executive Management and other duties set forth herein. The Secretary may be a Board member or a non-Board member, whose

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