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Saudi Cable Company
CHARTER OF THE NOMINATION AND REMUNERATION
COMMITTEE
1.
GENERAL
As required by the Capital Market Authority (CMA) the Board of Directors (the “Board”) of Saudi Cable Company (the “Company”) has established a Nomination and Remuneration Committee (the “Committee”) to assist the Board and discharge its (Board’s) responsibilities pertinent to:
(1) the composition and operation of the Board and Board committees; (2) the assessment of the performance and the compensation of the Managing Director (MD) and Chief Executive Officer (CEO); (3) the compensation of other directors, executives and senior officers of the Company; (4) executive compensation disclosure; and, (5) supervision of the compensation structure and benefit plans of the Company.
The composition, responsibilities, and authority of the Committee are set out in this Charter.
This Charter, CMA Regulations, Bylaws of the Company and such other procedures, not inconsistent therewith, as the Committee may adopt from time to time, shall govern the meetings and procedures of the Committee.
2.
COMPOSITION
The Committee shall be composed of three directors of the Company (the “Members”), each of whom shall be “independent” and must not have been previously convicted of any offense affecting honor and honesty as defined in the CMA Rules. Members shall be appointed by the Board and shall serve until they resign, cease to be a director, or are removed or replaced by the Board. The Board shall designate one of the Members as chairman of the Committee (the “Chairman”). The Members shall appoint, from among their number, a secretary of the Committee (the “Secretary”).
3. OPERATIONS
The Committee shall meet as frequently as the Chairman of the Committee deems advisable to fulfill the Committee’s responsibilities but not less than twice per year. The Committee will report its actions to the next following meeting of the Board. The Committee will cause minutes to be kept of its meetings; copies of which will be furnished to Committee Members and other Board Members as well as Chairman of the Audit Committee.
4. RESPONSIBILITIES
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4.1 Responsibilities with respect to the Composition of the Board
The Committee shall:
(a) annually and more frequently if appropriate, assess the size and
composition of the Board and the competencies and skills required to enable the Board to properly discharge their responsibilities, and report the results of that assessment to the Board with suitable redressal suggestions;
(b) annually and more frequently if appropriate, assess the effectiveness of
the Board as a whole and assess whether there is a lack of competencies and skills on the Board or with respect to individual directors of the Company which results in the Board not being effective, and report the results of that assessment to the Board;
(c) prepare ‘description’ of the required capabilities and qualifications for
each member of the Board including inter alia the time that a Board Member should reserve for the activities of the Board.
(d) oversee the process of identifying and recruiting new candidates and
recommend them to the Board for election or appointment as directors of the Company, including assessing the competencies and skills of identified individuals and reporting the results of that assessment to the Board;
(e) annually and more frequently if appropriate, assess the independence
and financial literacy of the individual directors of the Company and ensure absence of any conflict of interest in case a Board Member also acts as a member of the Board of Directors of another company and report the results of that assessment to the Board; and
(f) when required, oversee the process of identifying and recruiting new
candidates for appointment as CEO, including assessing the competencies and skills of identified individuals and reporting the results of that assessment to the Board.
4.2 Responsibilities with respect to the Operation of the Board
The Committee shall:
(a) annually and more frequently if appropriate, assess the effectiveness of
the relationship between the Board and the Chief Executive Officer and other senior officers of the Company, and report the results of that assessment to the Board;
(b) establish and approve an orientation program for new directors and a
continuing education program for all directors of the Company, or provide the directors with sufficient information to familiarize them with the operations of the Company.
4.3 Responsibilities with respect to the Compensation of the CEO/MD and Other Executives/Officers
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(a) make recommendations to the Board with respect to the compensation
(including salary, bonus and stock options) and benefits of the CEO and the MD.
(b) make recommendations to the Board with respect to the compensation
(including salary, bonus and stock options) and benefits of other executives/ senior officers of the Company;
(c)review and approve the terms of employment agreements and severance
arrangements of the CEO and other executives/senior officers of the
Company;
(d) research and identify trends in employment benefits and compensation
structures, both locally and regionally within relevant industries, and report its findings to the Board;
(e)review and approve the statement of executive compensation required to
be included in the management proxy circular of the Company; and
(f)review and approve any other executive compensation disclosure before it
is publicly disclosed by the Company as required by the CMA.
4.4 Responsibilities with respect to Compensation of the Directors
The Committee shall review periodically the compensation of the directors of the Company for service on the Board and Board committees and make recommendations to the Board with respect thereto.
4.5 Responsibilities with respect to Compensation Structure and Benefit Plans
The Committee shall review and assess periodically the compensation structure and benefit plans (including incentive equity-based plans) of the Company and make recommendations to the Board with respect thereto.
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.AUTHORITY
(a) The Committee shall have resources and authority to discharge its
responsibilities, including the authority to obtain advice, reports, intelligence or opinions from internal or external counsels and expert advisors including compensation consultants.
(b)The Committee is authorized to carry out its responsibilities as set out in
this Charter, and to make recommendations to the Board arising there from.
(c) The Committee is authorized to invite officers and employees of the
Company, and outsiders with relevant experience and expertise, to attend or participate in its meetings and proceedings, if it considers this appropriate.
(d) Each member of the Committee and its Secretary General shall be
entitled to an allowance for attending each meeting – that he attends in person – to be specified by the Board of Directors. The Board of Directors
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may pay a lump sum remuneration to the Committee Members and determine the conditions for entitlement.
6. PROCEEDINGS
(a)Any Member may call a meeting of the Committee.
(b) The agenda of each meeting of the Committee may include input from
the directors, officers and employees of the Company as appropriate. Meetings may include presentations by management, or professional advisers and consultants when appropriate, and will allow sufficient time to permit a full and open discussion of agenda items.
(c)Unless waived by all Members, a notice of each meeting of the committee
confirming the date, time, place, and agenda of the meeting, together with any supporting materials, shall be forwarded to each Member at least three days before the date of the meeting.
(d) The quorum for each meeting of the Committee is a majority of the
Members. The Chairman of the Committee shall chair each meeting. In the absence of the Chairman, the other Members may appoint one of their members as chairman of the meeting. The chairman of a meeting shall not have a second or casting vote. The Chairman of the Committee or his delegate shall report to the Board following each meeting of the Committee.
(e) The Secretary or his delegate shall keep minutes of all meetings of the
Committee, including all resolutions passed by the Committee. Minutes of meetings shall be distributed to the Members and the other directors of the Company as well as Chairman of the Audit Committee after preliminary approval thereof by the Chairman of the Committee.
(f)An individual who is not a Member may be invited to attend a meeting of
the Committee for all or part of the meeting.
(g)TheCommitteeshall meet regularly alone to facilitate full communication.
7. SELF-ASSESSMENT
The Committee and the Board shall annually assess the effectiveness of the Committee with a view to ensuring that the performance of the Committee accords with best practices. The Committee and the Board shall annually review this Charter and update it as required.
8. RESPONSIBILITIES OF CHAIRMAN
The Chairman of the Committee shall provide leadership to the Committee to enhance the Committee’s effectiveness and ensure adherence to this Charter. The Chairman of the Committee is responsible for managing the Committee, including:
(a) chairing all meetings of the Committee in a manner that promotes
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(b) preparing the agenda of the Committee meetings and ensuring
pre-meeting material is distributed in a timely manner and is appropriate in terms of relevance, efficient format and detail;
(c) adopting procedures to ensure that the Committee can conduct its work
effectively and efficiently, including committee structure and composition, scheduling, and management of meetings; and
(d) ensuring meetings are appropriate in terms of frequency, length and
