The Board of Directors bears overall responsibility for Salhia Real Estate Company, including setting the company’s strategic objectives, risk strategy, and governance standards, as well as ensuring their implementation and monitoring the effectiveness of their application. The Board also oversees executive management, including the Chief Executive Officer.
The Board is accountable for all aspects of Salhia Real Estate Company’s operations, financial soundness, compliance with regulatory requirements, and for protecting the interests of shareholders, creditors, employees, and other stakeholders. It ensures that the company is prudently managed within the framework of applicable laws, regulations, and internal policies.
The Board is required to appoint a Chief Executive Officer who possesses integrity, technical competence, and relevant experience. Approval from the Board is also required for the appointment of other members of the executive management, who will report either to the CEO or to the Chairman. The Board shall provide sufficient oversight to ensure executive management is effectively performing its duties in line with the company’s objectives and in accordance with policies approved by the Board.
The Board of Directors consists of 8 members, allowing for the formation of the necessary subcommittees in accordance with sound governance standards set forth by the Capital Markets Authority.
The Chairman plays a key role in ensuring the smooth functioning of the Board, maintaining mutual trust among its members, and ensuring decisions are made based on sound principles and accurate information. The Chairman facilitates the exchange of views among Board members, ensures timely access to adequate information for both the Board and shareholders, and ensures the company maintains effective governance standards. The Chairman also acts as the main liaison between the Board and executive management.
Board meetings are held as needed, with a minimum of six meetings per year. Decisions made during these meetings are recorded in formal minutes and become part of Salhia Real Estate Company’s official records.
The Chairman consults with executive management on key topics proposed for the meeting agenda, and Board members are provided with comprehensive data and information well in advance of each meeting to allow for informed decision-making. The Board Secretary records meeting discussions, member comments, and voting outcomes. The roles and responsibilities of the Chairman and Board members must be clearly defined in writing and in compliance with applicable laws and regulations.
The Board Secretary supports the Board and its Chairman in managing Board affairs,
including:
Ensuring timely preparation of meeting minutes in coordination with the Chairman and CEO
Organizing and coordinating Board and shareholder meetings
Safekeeping of meeting minutes and drafts
Executing any instructions issued by the Board
Ensuring compliance with all legal requirements related to Board affairs
Board members are entitled to access all available information in advance of
and during meetings.
They must be given adequate time to study and discuss agenda items.
They are
entitled to access necessary and reliable information, including communication with
employees,
through appropriate channels, when required.
The Board has delegated certain specific responsibilities to the Chairman in addition to the powers defined by commercial law. It has also delegated the authority to manage the company’s day-to-day operations to the Chief Executive Officer.
The Board of Directors and its committees must comprise qualified and experienced members capable of serving the interests of the company, its shareholders, and other stakeholders.
The Board is required to review and evaluate, at least annually, its own performance, the performance of its committees, and the performance of all executives appointed by the Board.