Board Assurance

Related party transactions

Related parties represent major shareholders, Board Members, and key management personnel of Bupa Arabia and the companies of which they are principal owners and any other entities controlled, jointly controlled, or significantly influenced by them. Contract pricing policies and terms are conducted on an arm’s length basis, and transactions are approved by the Company’s Management or, if necessary, by the Company’s Board of Directors.

In any instance where any Board Member was conflicted, whether personally or via a related party relationship, the conflicted Board Member did not vote. The following are the details of the major related party transactions during the year and their related balances:

Legal entity	Related party	Description	2022 period	2023 period	2022 SR ’000	2023 SR ’000	Change
Bupa Global	Bupa	Reinsurance Premium Ceded (Bupa International Saudi Arabia Plan)	12 months January-December	12 months January-December	93,406	175,533	82,127
Various	Various	Other Expenses – net	12 months January-December	12 months January-December	2,068	1,720	(348)
Bupa Investments Overseas Limited (BIOL)	Bupa	Tax Equalization – net	12 months January-December	12 months January-December	68,431	35,129	(33,302)
Bupa Investments Overseas Limited (BIOL)	Bupa	Board and Committee Member Remuneration	12 months January-December	12 months January-December	915	920	5
Bupa Middle East Holdings Two. W.L.L. (BMEH2)	Bupa and Nazer	Trademark Fees	12 months January-December	12 months January-December	32,094	39,227	7,133

All contracts are for a 12-month period for both 2022 and 2023.

Related party transactions relating to insurance contracts

Details of health insurance contracts associated with Bupa Arabia’s Board Members, or that of their first-degree relatives, are reflected below:

Bupa Arabia Board Members’ personal/family health insurance with Bupa Arabia

Board Member name	Contract description	Period	Saudi Riyals	Gross Written Premium (GWP)
				2022	2023	2023 change
Eng. Loay H. Nazer	Nazer Group Ltd. Related Contracts (multiple contracts)	12 months	SR millions	18	8	(10)
Dr. Abdulla Elyas	Careem Contract Health Insurance Scheme	12 months	SR millions	1	1	0
Mr. Tal Nazer	Bupa Arabia Employees Health Insurance Scheme	12 months	SR millions	22	28	6
Mr. Nader Ashoor	Bupa Arabia Employees Health Insurance Scheme	12 months	SR millions	22	28	6
Mr. Osamah Shaker	Gulf International Bank (GIB) – (GIB Capital)	12 months	SR millions	17	21	4

The explanations for these contracts are available below:

Board Member name	Contract explanation
Eng. Loay H Nazer	Health cover for self and family as an employee of the Nazer Group Ltd. and the Nazer Group Ltd. settles to Bupa Arabia directly
Mr. Tal Nazer and	Health cover for self and family, as well as all employee members of the Bupa Arabia Health Insurance Scheme are reflected within the staff costs
Mr. Nader Ashoor
Dr. Abdulla Elyas	Health cover for self and family is as an employee of Careem, and Careem settles to Bupa Arabia directly
Mr. Osamah Shaker	Health cover for self and family is as an employee of GIB Capital, and Gulf International Bank (GIB) – (GIB Capital) settles to Bupa Arabia directly

Bupa Arabia Board members’ other related party health insurance with Bupa Arabia

Board Member name	Contract description	Period	Saudi riyals	Gross Written Premium (GWP)
				2022	2023	2023 change
Ms. Huda Bin Ghoson	Saudi National Bank (SNB)	12 months	SR millions	–	277	–
Mr. Nader Ashoor	Saudi Ground Services	12 months	SR millions	107	105	(2)
	SISCO – Saudi Industrial Services Co.	12 months	SR millions	1	1	0
Mr. Tal Nazer	NAJM for Insurance Services Co.	12 months	SR millions	43	31	(12)
	Cool Inc. Hospitality Company (multiple contracts)	12 months	SR millions	3	4	1
Dr. Abdulla Elyas	Tam Development	12 months	SR millions	1	1	0
Mr. Ali Sheneamer
Mr. Tariq Alamoudi	Saudi Logistics Services (SAL)	12 months	SR millions	–	26	0

Any health insurance coverage which Bupa Arabia provides to any Bupa Arabia Board Member, and/or if applicable, his company, family, or other individuals with whom he may be associated or have an interest, is strictly on an arm’s length basis, with no preferential treatment in any form, and in accordance with the pricing and loss ratio targets outlined in the Company’s underwriting Policy/Manual. This is in full compliance with the medical pricing regulations set by the Insurance Authority and the CHI medical insurance product regulations.

Declarations relating to waiver of salary, compensation, and rights to dividends

The Company confirms the below declarations:

• That it has not issued, nor granted, any convertible debt instruments, options, warrants, or similar rights during the financial year and accordingly has not received any consideration for the same.
• That it has not converted, issued, or granted any subscription rights under any convertible debt instruments, contractually based securities, warrants, or similar rights during the financial year.
• That it has not redeemed, purchased, or canceled any redeemable debt instruments during the financial year. The Company has no such securities outstanding so the value of the same is nil.

Our shareholders and our disclosure of information to all stakeholders

As of 31 December 2023, the major shareholders were as per the table below:

Name of shareholder	Shares	Shares percentage
Bupa Investments Overseas Limited (BIOL)	64,875,000	43.25
Nazer Group Holding Company Ltd. (Nazer)	7,507,500	5.005
Major shareholders	72,382,500	48.255
Public shareholders	77,617,500	51.745
Total	150,000,000	100

Tadawul shareholder database requests

During 2023, Bupa Arabia made five (5) requests of Tadawul for its shareholder database, on a variety of dates as follows:

Request date		Request purpose
1.	17 January 2023	Corporate Action
2.	27 February 2023	Corporate Action
3.	18 June 2023	General Assembly
4.	21 June 23	Dividend Entitlement
5.	22 June 23	General Assembly

Other Disclosures and Information in Accordance with Laws and Regulations

Provision of Corporate Governance

Bupa Arabia is committed to and in full compliance with and adherence to the provisions of the Insurance Authority Insurance Corporate Governance Regulations, as well as with the requirements of the Company’s Code of Corporate Governance. There are several guiding requirements within the CMA regulations which Bupa Arabia has decided to either adopt, for example, within the RMC scope, which is related to corporate governance, or to adopt them in the future, either when required as mandatory, or earlier if they are considered appropriate and best practice.

Article number	Article section and narrative	Reason for non-compliance
Article 90: Disclosure of Remunerations	Article 90 paragraph (4) point (b) Disclosure of the five Senior Executives who have received the highest remuneration from the Company, provided that the Chief Executive Officer and Chief Financial Officer are among them.	Bupa Arabia has disclosed the top five executive payments, including the CEO and CFO, in totals under the remuneration section of this report.
51 – Audit Committee Formation	Paragraph (c) The Chairman of the Audit Committee shall be an Independent Director.	Bupa Arabia’s Audit Committee Chairman is an independent member, who is not a member of the Board of Directors as this article is a guiding article.

In terms of the CMA Corporate Governance Regulation Article Number 86, regarding policies that regulate the relationship with stakeholders to protect their respective rights, Bupa Arabia has enhanced its policies during 2023 to ensure a stronger alignment with regulations and the latest international best practices.