Governance and Corporate Social Responsibility Committee Charter
Shareholders’ General Assembly shall, upon a recommendation of the Board of Directors, issue rules for the appointment of the members of the Governance, and Social Responsibility Committee and the procedures to be followed by such committee.
The role of the Governance and Corporate Social Responsibility Committee advices and recommends Board policies which maintain the health and effectiveness of the organization and which ensure governance and compliance in satisfying legal responsibilities as set out in the Constitution and as required by our funding bodies. The Governance and Corporate Social Responsibility Committee provides advices and recommendations to the Board, in order to carry out its function in guiding the Board to govern effectively.
The primary purpose of the Governance and Corporate Social Responsibility Committee (the “Committee”) of the Board of Directors (the “Board”) of Alujain (the “Company”) is to assist the Board in:
- Providing direction, oversight and advice to the Board with respect to matters of corporate governance, including developing and recommending of corporate governance principles and guidelines, review of bylaws, corporate governance code/guidelines applicable to the Company. Also to advice and recommend to the Board policies which maintain the health and effectiveness of the organization, and which ensure governance and compliance in satisfying legal responsibilities as set out in the Constitution and as required by the local regulatory bodies
- Reviewing and making appropriate recommendations to the Board with regards to the Company’s business activities in a manner which acknowledges and reflects a commitment to social and financial responsibilities.
- Continuing commitment by business to behave ethically and contribute to
economic development while improving the quality of life of the workforce and their families as well as of the local community and society at large.
The Committee Responsibilities
The following functions shall be the common recurring activities of the Committees in carrying out its functions. These functions are established as a guide with the understanding the Company may diverge from this guide as appropriate given the circumstances.
- Corporate Governance Responsibilities:
- The Committee shall develop and recommend to the Board for its approval a set of corporate governance guidelines which should be in line with the Saudi Arabian Capital Market Authority (CMA). The Committee shall review the guidelines on an annual basis and recommend changes as necessary.
- The Committee shall monitor the implementation of the corporate governance guidelines across the Company. The Committee will be assisted by the Corporate Governance & Compliance Officer located at the Corporate Office. The Corporate Governance & Compliance Officer will report administratively to the President and functionally to the Committee.
- Corporate Social Responsibilities (CSR):
- The Committee should support alignment between the Company and the Board on the Company's CSR goals.
- The Committee shall review as necessary, but at least annually (i) external political and public policy issues and trends that could have the potential impact on the Company's business operations or corporate reputation and (ii) shareholder proposals involving issues of CSR and/or public policy and to make recommendations to the Board regarding the Company's response to these proposals consistent with applicable legal and regulatory requirements.
- The Committee shall make regular report and update the Board of Directors, or committees thereof, regarding the Committee's activities.
- The Committee may consider, as appropriate, developing and enhancing their CSR program along with reputed organization and local regulatory bodies.
- The Committee shall review and make appropriate recommendations to the Board with regards to the Company’s management of its CSR related activities and these should be in line with the Company’s goals and business strategy.
- The Committee shall identify, in conjunction with management, significant social and environmental risk areas and monitor their proper management.
- The Committee shall ensure that the Company maintains dialogue with all relevant stakeholder groups with regard to corporate social responsibility issues.
- The Committee shall, at least once a year, review its own performance, constitution and terms of reference to ensure it is operating at maximum effectiveness and recommend any changes it considers necessary to the Board for approval.
- The Committee shall have access to sufficient resources in order to carry out its duties, including access to Board, its Committees and its Secretary and other functions for assistance as required.
- Other Responsibilities:
- The Committee shall perform such other activities as the Board may assign to the Committee from time to time.
- The Committee shall prepare and publish an annual Committee report on corporate governance, Director and Executive compensation, and corporate social responsibility matters and such other reports to the extent required under the applicable laws, rules and regulations.
- The Committee shall review and assess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.
- The Committee shall be comprised of not less than three (3) members of the Board.
- Members of the Committee shall be appointed by the Board and may be removed by the Board at its discretion.
- One of the members shall serve as the Chairperson of the Committee.
- The Chairperson of the Committee shall be designated by the Board or, if no such designation is made, shall be selected by the affirmative vote of the majority of the Committee.
- The Governance & Corporate Social Responsibility Committee term of office shall be for a period not to exceed the office of the Board. The membership of Governance & Corporate Social Responsibility Committee member, if he/she is a Director, shall come to an end at the expiry of his membership of the Board or by his/her voluntary resignation from the Governance & Corporate Social Responsibility Committee membership. Non-Director’s membership will cease by way of his/her resignation or at the end of the Committee’s term. The Board may remove Governance & Corporate Social Responsibility Committee member from the membership by a majority vote
- The Committee shall meet at such times as shall be determined by its Chairperson, or upon the request of any two of its members.
- The Committee shall meet at least twice (2) a year.
- No one other than the Committee members shall be entitled to be present at a meeting of the Committee, but others may attend at the invitation of the Committee.
- The agenda of each meeting shall be prepared by the Chairperson of the Committee and whenever reasonably possible, circulated to each member prior to the meeting date.
- The Chairperson shall preside, when present, at all meetings of the Committee.
- A majority of the members of the Committee shall constitute a quorum. Each member of the Committee shall have one vote. A majority of the members present at any meeting at which a quorum is present may act on behalf of the Committee. In case of a tie, the Chairperson’s vote shall be the tie breaker.
- The Committee shall keep a record of its meetings and report on them to the Board.
- In discharging its oversight role, the Committee is empowered to investigate any matter brought to its attention with full access to all books, records, facilities and personnel of the Company and the power to retain outside counsel, auditors or consultants, or incur other expenses for this purpose, which expenses the Company, shall pay. The Committee may require any Executive officer or employee of the Company or any of its subsidiaries, the Company’s outside legal counsel, and the Company’s external auditors to meet with the Committee or any member of the Committee.
- The Committee shall evaluate its performance annually and shall report its findings to the Board. Committee evaluation shall include an assessment of the performance and commitment of each member to the activities of the Committee.