Board Independence
The Board has the authority to interpret and implement the independence provisions stipulated in the Capital Market Authority’s (CMA) applicable rules, including the definitions and vitiating factors thereof, such as specifying any materiality threshold for dealings that would trigger vitiating factors. The Remuneration and Nomination Committee is responsible for verifying, annually, the independence of the independent directors and the absence of conflicts of interest, particularly in the event a member also serves as a board member of another company, where such member is a nominee of Saudi Aramco, upon consultation with Saudi Aramco, in accordance with the Management Agreement. Applying these standards, the Board has determined that Board Members Dr. Khalid D. Al Faddagh, Eng. Nabelah M. Al Tunisi and Mr. Abdulatif S. Al Shami are independent.
Board Evaluation
The Board, along with its Committees, conducts an annual self-assessment to ensure continuous improvement and governance excellence. This process alternates between an internally led assessment, overseen by the Remuneration and Nomination Committee, and an external assessment conducted by a third-party consultant, which is undertaken at least once during the Board’s term. The responses and feedback from Board Directors and Committee Members are reviewed and tracked over time to identify trends and focus areas for enhancing the performance of the Board and its Committees.
In 2024, the Board and its Committees conducted a comprehensive performance assessment. Building on this, the Board in 2025 thoroughly reviewed and discussed the areas for improvement identified in the prior assessment, developing a detailed action plan to address these findings. Additionally, an internal performance assessment was carried out for 2025, demonstrating the Board’s commitment to continuous improvement and maintaining the highest standards of governance.