Remuneration and Nomination Committee

The Remuneration and Nomination Committee is composed of three members, who were appointed pursuant to a resolution of the Board of Directors on September 7, 2022.

The Remuneration and Nomination Committee’s responsibilities include the following:

Remuneration

• Developing Luberef’s remuneration policy for Board members, Board Committee members and Senior Executives and providing recommendations thereon to the Board for approval by the General Assembly.
• Reviewing the remuneration policy periodically to, among other matters, ensure consistency with any changes in relevant legislation and regulations, Luberef’s strategic objectives, and the skills and qualifications required, as well as recommending proposed changes thereto to the Board.
• Recommending to the Board the remuneration of the members of the Board, Board Committees and Senior Executives in accordance with the approved remuneration policy.

Board of Directors

• Developing a policy and criteria for membership of the Board and recommending the policy to the Board for approval by the General Assembly.
• Recommending to the Board nominees for Board membership according to the approved Board membership policy. Elevating the names of nominees put forward by Saudi Aramco, immediately, for so long as Saudi Aramco remains a shareholder (directly or through an affiliate), except if the nomination materially violates the approved Board membership policy.
• Conducting an annual review of the required skills and expertise for Board membership and updating, if needed, a description of the required capabilities and qualifications.
• Examining the size and composition of the Board and recommending, if deemed appropriate, possible changes.
• Establishing, if not addressed in existing policies or charters, procedures to address vacancies of the Board and Board Committees and making recommendations to the Board thereon.
• Providing recommendations to the Board on performance measures to evaluate the Board’s activities, members, and Board Committees.
• Evaluating the Board and Board Committees against the performance measures, reporting to the Board on the results of the evaluation and, where deemed appropriate by the Committee, proposing improvements in line with Luberef’s interest.

Board Members

• Determining the amount of time that the Board member shall allocate for performing Board duties.
• Verifying, annually, the independence of the independent directors and absence of conflicts of interest in case the member is also a member of the Board of another company; and where such member is a nominee of Saudi Aramco, upon consultation with Saudi Aramco in accordance with the Management Agreement.
• Developing job descriptions of executive, non-executive, and independent directors.
• Recommending to the Board the re-nomination or dismissal of Board and committee members.

Orientation Program for New Board Members

• Recommending to the Board an orientation program for new Board members, addressing, among other items, Luberef’s activity, nature of its business, and its financial and legal aspects.

Senior Executives

• Recommending to the Board appropriate policies and standards for the appointment of senior executives and identifying the required capabilities and skills; and reviewing such policies and standards regularly to ensure their consistency with changes in Luberef’s strategic objectives and the required skills and qualifications to achieve them.
• Developing job descriptions for senior executives, reviewing Luberef’s organizational structure, and making recommendations to the Board on possible changes.
• Developing succession-planning processes for senior executive positions and making recommendations to the Board thereon.
• Conducting an annual review of the skills and expertise required from the Senior Executives.
• Oversight of management’s implementation, compliance with and facilitation of the implementation of the Management Agreement with Saudi Aramco.

1 Chairperson. 2 Member.