•          Code of Conduct

 

Al Masaken International has been adopted a Code of Conduct to work with the internal policies and guidelines which are designed to comply with the laws, rules and regulations that would governance the business operations. Al Masaken Board members practiced good corporate governance rules to ensure the interests, safety and the care of customers, employees and other related parties.  Al Masaken International maintain the work environment and the structure of cooperative and effective and positive, appropriate and productive work.

•          Shareholder protection.

 

Al Masaken International is committed to protecting the rights of its shareholders a way which is the best for them and for the interest of the company. The Shareholder rights policy emphasizes the protection of shareholders' rights and the company, as provided by the laws and related regulations.

 

•          Stakeholder protection.

 

Al Masaken International is committed to protecting the rights of all stakeholders and to provide stability and functional sustainability through good financial performance. The stakeholder’s rights policy has been prepared to identify the parties who have been regarded as a stakeholder in the company has been developing guidelines on how to protect these rights. Al Masaken International has set a unit for specialized for Investors affairs and develop a policy in this regard to identify the key data to be provided to shareholders of the company's current and potential investors and the role of Investors affairs in dealing with these shareholders and investors and provide all the data and information on the company's activities and financial position at the right time.

•          Disclosures

Capital Markets Authority confirmed by the new corporate governance instructions to provide accurate and comprehensive, detailed and sufficient disclosures within the time frame to the company's shareholders and stakeholders and regulators concerned.

Al Masaken International worked on developing disclosures policies and different channels and information for disclosure that require disclosure by the company and its board of directors and executive management or insiders persons.

•          conflict of interest

The company has prepared a conflict of Interest policy and has set the guidelines for identifying and reporting and the preparation of reporting and disclosure and prevention or put strict limits to potential conflicts of interests.

•          Whistle blowing

This policy is designed to enable the Stakeholders to report any concerns or erratic behavior is observed within the company by offering reporting line, objective, confidential and independent mechanism to achieve until you take appropriate corrective action.

•          Related Parties Transactions

 

Al Masaken International has developed related parties transactions policy which consistent with the Capital Market Authority rules and procedures which organize the related parties transactions, whether it is between the company and its employees or the company and Board of Directors members and its subsidiaries or interested parties systems.

•          Corporate Social Responsibility

The company is keen to align their values and strategy with the social and economic needs while applying responsible and ethical business practices in each activity carried out by the company. This policy aims to guide the company in the managing its social responsibility by providing the necessary support for the community to achieve social benefits and long-term business and make sure that the company's work is constantly to reduce the harmful effects to society and the environment.

•          Remuneration

The company prepared a policy describing the different segments of the remunerations for the Board of Directors and executive management. In addition to defining the role of the Board of Directors and the Nomination and Remuneration Committee in adopting a system of rewards for the company's employees.

Brief

The Risk Management Committee is a sub-committee of the Board of Directors. The committee oversee and review the risk management framework at Group Level. The committee will oversee & verify the implementation of the group´s policy in accordance with risk management framework and conducting risk management activities.

Committee Member

· Eng. Ghosson Ghassan Al-Khaled ( Chairman of the Committee )

· Mr. Hussam Abu-Lughod

·Mr. Soud Al Ayoub

Committees Responsibilities

The purpose of the Committee is to assist the Board by providing risk management oversight in the following matters (but not limited to):

·Preparing and reviewing the strategies and policies of risk management before it´s approved by the Board of Directors and ensuring the execution of these strategies and policies and the same is consistent with the nature and size of the group´s activity. 

·Evaluate the Risk Management System for identifying and monitoring various risks that the group may be exposed to, in order to determine the weaknesses in this regard. 

· Assist the Board of Directors in identifying and assessing the acceptable level of the risks, to ensure that the group does not breach this level of the risk after approval from the Board of Directors. 

·Reviewing the organization structure of the risk management department and submitting its recommendations in this regard, prior to its approval from the Board of Directors. 

·Preparing periodic reports regarding the nature of the risks that the group may be exposed to and submitting the same to the Board of Directors. 

The risk management committee should convene its meetings on periodical basis, at least four times annually and when needed, the minutes of the meetings should be recorded.

Brief

The Audit Committee is responsible for assisting the Board of Directors in the oversight of:

·The integrity of the financial statements of the Company,

The adequacy and the effectiveness of the internal control systems implemented,

·The performance of the Company’s internal audit function,

·The company's commitment to legal requirements, policies, regulations and instructions that related to company.

Committee Member

·Mr. Hussam Abu-Lughod ( Chairman of the Committee )

· Eng. Ghosson Ghassan Al-Khaled

. Mr. Ali Al Ghanim     

Committees Responsibilities

The roles and responsibilities of the audit committee include but are not limited to the following: 

1.Review the financial statements periodically before submitting to the Board of Director, and submitting its opinions and recommendations in this regard to the Board of Directors and that´s to ensure transparency and fairness in the financial reports. 

2.The audit committee shall submit its recommendations to the board regarding appointment and reappointment of external auditor, as well as determining and changing their fees. Taking into account when recommending, that independence is ensured and reviewing their engagement letter.

3.Monitoring the external auditor´s performance, to ensure that they are not providing services to group except for services required by the audit profession. 

4. Studying the external auditor´s observations regarding the financial statements and following-up on its status. 

5.Evaluate the adequacy of the internal control systems in the group and prepares a report including the opinion and recommendation of the committee in this regard. 

6.Recommend the recruitment, shifting and termination the chief internal auditor, and evaluate his performance and the performance of the internal audit department. 

7. Reviewing the results of internal audit reports, and ensures that the corrective procedures have been taken regarding the observations which are contained in the report.

8.Reviewing the proposed deals and transactions the group performs with related parties and provide the proper recommendations to the board. 

Brief

The Nomination & Remuneration Committee is a specialized committee formed by the Board of Directors whose key role will be the preparation of recommendations to the Board regarding all proposed nominations. The Nomination & Remuneration Committee establishes a comprehensive and transparent corporate framework for appointment of Directors and senior management of the Company in an effective manner.

Committee Member

·         Mr. Abdulaziz Al Humaidhi  ( Chairman of the Committee )          

·         Mr. Adel Al Mekazem

·         Mr. Hussam Abu-Lughod

Committees Responsibilities

The Nomination and Remuneration Committee is responsible for the lay down the remuneration policy review of the company’s remuneration framework and specify the Executive Management remunerations. The Committee also initiates and oversees the evaluation process of the Board and Committees. The Committee shall oversee remuneration related disclosures required in annual statutory reporting and provide advice to the Board on those disclosures.

Further, the Committee is responsible for recommending for nomination and re-nomination for the BOD membership, BOD committees, and senior management.