Board Committees

Audit Committee (AC)

The principal role of the Audit Committee (AC) is to monitor the integrity of the Company’s Financial Statements in accordance with the relevant financial reporting standards, while complying with laws and regulations, to review and where appropriate, make recommendations to the Board on internal financial controls, compliance, internal audit, and to review the external audit process and External Auditors’ performance. The Committee shall assess the risk management processes to ensure that they are adequate and effective, particularly with regard to the impact on the Company’s financial reporting and its Code of Business Conduct. Another key responsibility of the AC is to monitor the effectiveness, performance, and objectivity of the compliance and the internal audit functions, through the direct compliance and internal audit functions reporting directly to the AC Chairman.

Summary of changes in the Audit Committee during 2023:

There were no changes in the Audit Committee composition in 2023.

During 2023, the AC held six (6) meetings. The following table details AC meetings held and the respective attendance.

Committee Member name	Role	31 January	21 February	16 May	31 July	5 November	6 November*	Percentage
Mr. Zaid Algwaiz	Chairman	Y	Y	Y	Y	Y	Y	100
Dr. Abdulla Elyas	Member	Y	Y	Y	Y	Y	Y	100
Mr. Ibrahim M. Alhusayni	Member	Y	Y	Y	Y	Y	Y	100
Ms. Zain Al Emam	Member	Y	Y	Y	Y	Y	Y	100
Overall percentage of ac member attendance (%)		100	100	100	100	100	100	100

* Meeting held on 6 November was the annual AC meeting with the Board of Directors

Mr. Zaid Algwaiz

Audit Committee Chairman (Independent)

Chairman of the Audit Committee at Bupa Arabia since July 2022, and a member of the Risk Management Committee.

Zaid Algwaiz previously served as an independent Board Member at Bupa Arabia for three terms. During his time at Bupa Arabia, he also joined various committees including the Nomination and Remuneration Committee and the Investment Committee. Moreover, prior to chairing the Audit Committee, Zaid served as a member.

At present, Zaid is a member of several Boards and committees in other organizations, including the Saudi National Bank (SNB), and is currently serving his second term at the Audit Committee in Bupa Arabia.

Current Positions

• Bupa Arabia (Chairman of the Audit Committee and Member of the Risk Management Committee)
• Saudi National Bank (SNB) (Independent Board Member, Risk and Governance Committee Member, Executive Committee Member)
• Mohammed Ibrahim AlSubaie and Sons Investment Company (MASIC) (Member of the ALCO and Risk Committee)
• SAL Saudi Logistics Services Company (Audit Committee Chairman).

Previous positions

• Thakher Real Estate Development Company (Audit Committee Member)
• Saudi British Bank (Member of the Nomination and Remuneration Committee)
• Al-Yusr Leasing and Financing Co. (Board Member and Chairman of the Risk Committee)
• Al-Rajhi Steel (Board Member and Member of the Audit Committee)
• Gulf Finance Company (Board Member and Chairman of the Audit Committee)
• AlAwwal Capital (Saudi Hollandi Capital) (Board Member and Chairman of the Audit Committee)
• Middle East Specialized Cables Company (Board Member)
• HSBC Mutual Funds (Board Member)

Qualifications

• Bachelor’s degree in Accounting from King Saud University, Saudi Arabia

Dr. Abdulla Elyas

Audit Committee Member (Independent)

Dr. Abdulla Elyas is a co-founder of Careem, he is currently Chairman of its business in KSA. Additionally, he serves as a Board Member at the Saudi Arabian SME Authority, at Endeavor KSA, TAM Development Company, He is currently serving his first term as an Audit Committee Member in Bupa Arabia.

Please refer to page 58 for further details and profile.

Mr. Ibrahim M Alhusayni

Audit Committee Member (Independent)

A member of the Audit Committee at Bupa Arabia since July 2022.

Ibrahim Alhusayni currently holds the position of Chief Audit Executive for the multi investment firm, Mohammad Alhabib Holding. He is also a member of the Audit and Risk Committee at GIB Capital.

Prior to his current role, Ibrahim served as Head of Finance Governance at BAE Systems, a multinational defense company, and External (Financial) Auditor at Ernst & Young.

Ibrahim is currently serving his first term at Bupa Arabia.

Current positions

• Bupa Arabia (Audit Committee Member)
• Mohammad Al Habib Holding (Chief Audit Executive)
• GIB Capital (Audit and Risk Committee Member)

Previous positions

• BAE Systems (Head of Finance Governance)
• Ernst & Young (External Auditor)

Qualifications

Bachelor of Science in Accounting, from King Fahd University of Petroleum and Minerals, Saudi Arabia

Ms. Zain Al Emam

Audit Committee Member (Independent)

Ms. Zain Al Emam is a recognized Saudi 2030 Leader. She is a seasoned Saudi banker with over 15 years of experience in the banking industry, beginning with the Saudi National Commercial Bank (Now SNB), through Saudi Fransi Banque, and concluding her tenure at the Islamic Development Bank (IsDB), with a focus on investment banking.

Over the years, Ms. Al Emam has undertaken several committee/forum organization representation roles in regional and global arenas, such as AMF and G20-GPFI.

Additionally, Ms. Al Emam has extensive Board/Committee experience, having served as a Board Member and Chair of the Audit Committee at Caspian International Investments Company, as well as at GIB Capital among others.

Current positions

• Bupa Arabia (Audit Committee Member)
• Islamic Development Bank Group (Senior Investments Officer)
• Caspian International Investments Company (Board Member and Chair of the Audit Committee)
• GIB Capital (Board Member and Chair of the Audit Committee)
• Saudi Coffee Company (Audit Committee Member)

Previous positions

• Allied Cooperative Insurance (ACIG) (Board Member)
• Islamic Development Bank Group (Investments Specialist)
• Banque Saudi Fransi – Crédit Agricole (Treasury-Fx Dealer)
• Saudi National Bank:

  – Credit Administration and Control

  – Retail Banking

Qualifications

• Master of Science in Finance and Management from University of Exeter, Exeter, UK (2008)
• Bachelor’s degree in Economics, Money, and Financial Institute from King AbdulAziz University, Jeddah, KSA (2003)

Executive Committee (EC)

The purpose of the EC is to support the Board with the management of the business, through the monitoring and review of all aspects of the operational performance of the Company, on a routine basis, ensuring that there are no barriers to achieving the strategy and the objectives in place.

The EC provides recommendations to the Board on annual operating plans, and proposed dividends, accounting for solvency requirements, and also reviews and approvals as per the requirement of the SMRB with certain aspects of a commercial nature, including its charter. It also supports the Board and the business in ensuring that the Company is compliant with regulatory requirements.

Summary of changes in the Executive Committee during 2023:

There were no changes in the Executive Committee composition in 2023.

During 2023, the EC held seven (7) meetings. The following table provides details of EC meetings held and their respective attendance.

Committee Member name	Role	14 March	24 May	13 July	18 July	18 September	6 November	12 December	Percentage
Eng. Loay Hisham Nazer	Chairman	No	Y	Y	Y	Y	Y	Y	85.7
Mr. David Martin Fletcher	Member	Y	Y	Y	Y	No	Y	Y	85.7
Mr. Tal Hisham Nazer	Member	Y	Y	Y	No	Y	Y	Y	85.7
Mr. Nigel Sullivan	Member	Y	Y	Y	Y	Y	Y	Y	100
Overall total percentage (%)		75	100	100	75	75	100	100	89.3

Eng. Loay Nazer

Executive Committee Chairman (Non-Executive)

Chairman and Board Member of Bupa Arabia since its inception in 2008. Founder and chairman of the Nazer Group Ltd, He is currently serving his sixth term as Executive Committee Member at Bupa Arabia.

Please refer to page 57 for further details and profile.

Mr. David Fletcher

Executive Committee Member (Non-Executive)

Bupa Arabia Board Member and Vice-Chairman, since 2014. Currently, Bupa Group Chief Risk Officer, and Member of its Chief Executive Committee, Mr. Fletcher is currently serving his fourth term as Executive Committee Member at Bupa Arabia.

Please refer to page 57 for further details and profile.

Mr. Tal Hisham Nazer

Executive Committee Member (Executive – CEO)

Bupa Arabia CEO/Board Member since its inception in 2008, He is currently serving his sixth term as Executive Committee Member at Bupa Arabia.

Please refer to page 58 for further details and profile.

Mr. Nigel Sullivan

Executive Committee Member (Non-Executive)

Bupa Arabia Board Member since 2021. Currently, Bupa Group Chief Sustainability and People Officer, Mr. Sullivan is currently serving his second term as Executive Committee Member at Bupa Arabia.

Please refer to page 60 for further details and profile.

Investment Committee (IC)

The purpose of the Investment Committee (IC) is to assist the business in developing its investment policy and to thereafter, supervise its adherence to it. The Committee is tasked with overseeing the Company’s investment process and strategic approach to optimize returns within the Board-approved risk parameters, while taking into account liquidity requirements and solvency constraints. The IC also monitors investment performance regularly, as well as the adherence to guidelines and limits as per the Investment Policy Statement (IPS), Insurance Authority’s Shariah requirements. Lastly, the IC approves investment decisions as per the IC Charter Authority Matrix.

Summary of changes in the Investment Committee during 2023:

There were no changes in the Investment Committee composition in 2023.

During 2023, the IC held four (4) meetings. The following table details the IC meetings held and the respective attendance.

Committee Member name	Role	20 March	15 June	4 September	28 November	Percentage
Mr. Osamah Shaker	Chairman	Y	Y	Y	Y	100
Mr. Andrew Bailey	Member	Y	Y	Y	No	75
Mr. Tal Nazer	Member	No	Y	Y	Y	75
Ms. Adhwa Alabdulkarim	Member	Y	Y	Y	Y	100
Ms. Nora Al-Sarhan	Member	Y	Y	Y	Y	100
Overall total percentage (%)		80	100	100	80	90

Mr. Osamah Shaker

Investment Committee Chairman (Independent)

An independent Board Member since 2022, Mr. Osamah Shaker has also served as the independent Investment Committee Chairman since July 2019. He holds the position of CEO at GIB Capital, a company wholly owned by GIB bank and based in Riyadh. Mr. Shaker is currently serving his second term at Bupa Arabia as Investment Committee Member.

Please refer to page 59 for further details and profile.

Andrew Bailey

Investment Committee Member (Non-Executive)

Member of the Bupa Arabia Investment Committee, since 2019.

Currently, Andrew Bailey holds the role of Head of Asset Management for Bupa Group. Previously, he held various treasury and investment positions in several UK listed corporations.

Andrew is currently serving his second term at Bupa Arabia.

Current positions

• Bupa Arabia (Investment Committee Member)
• Bupa (Head of Asset Management)

Previous positions

• Brewin Dolphin PLC (Treasurer)
• Peninsula Petroleum Brokers Ltd. (Group Treasury Manager)
• National Grid PLC (Treasury Manager)

Qualifications

• Bachelor of Arts in Economics and Philosophy from the University of Sheffield, United Kingdom
• Certificate in Chartered Financial Analyst from the Chartered Financial Analysts (CFA), United Kingdom
• Certificate in Corporate Treasury from the Association of Corporate Treasurers (ACT), United Kingdom
• Certificate in Investment Management from the Investment Management Certificate (IMC), United Kingdom
• Certificate in Technical Analysis from the Society of Technical Analysts, United Kingdom

Mr. Tal Hisham Nazer

Investment Committee Member (Executive – CEO)

Bupa Arabia CEO and Board Member since its inception in 2008, he is currently serving his first term as Investment Committee Member at Bupa Arabia.

Please refer to page 58 for further details and profile.

Ms. Adhwa Alabdulkarim

Investment Committee Member (Independent)

Bupa Arabia Investment Committee Member since July 2022.

Ms. Adhwa Alabdulkarim currently works at Brookfield Asset Management within their Infrastructure Investments team. Previously, Ms. Alabdulkarim worked at Saudi Aramco’s Corporate M&A Department.

Ms. Adhwa is currently serving her first term at Bupa Arabia.

Current positions

• Bupa Arabia (Investment Committee Member)
• Brookfield Asset Management (Senior Associate – Infrastructure Investments)

Previous positions

• Saudi Aramco (Associate – Mergers and Acquisitions)
• Saudi Aramco (Analyst – Mergers and Acquisitions)

Qualifications

• Master of Business Administration from Harvard Business School, USA
• Bachelor of Science in Finance from Prince Mohammed Bin Fahd University, Saudi Arabia

Ms. Nora Al Sarhan

Investment Committee Member (Independent)

Bupa Arabia Investment Committee Member since August 2022.

Ms. Nora Al Sarhan currently holds the position of Chief Investment Officer at Saudi Venture Capital Company (SVC), where she also previously served as Investment Executive Director.

Ms. Nora is currently serving her first term at Bupa Arabia.

Current positions

• Bupa Arabia (Investment Committee Member)
• Saudi Venture Capital Company (SVC) (Chief Investment Officer)

Previous positions

• Saudi Venture Capital Company (SVC) (Investment Executive Director)
• Small and Medium Enterprise Authority (Monshaat) (Equity Funding Director and Equity Funding Manager)
• Saudi Venture Capital Investment Company (SVCIC) (Senior Associate)
• Ernst & Young, Transaction Advisory Services (Executive)

Qualifications

• Master of Business Administration from Alfaisal University, Saudi Arabia
• Bachelor of Science in Information Systems from Prince Sultan University, Saudi Arabia

Nomination and Remuneration Committee (NRC)

The purpose of the NRC is to effectively manage the Board, Board Committees, and carry out member appointments in accordance with both regulations and the approved policies and procedures, this involves making recommendations to the Board or regulators, as required. The NRC ensures the independence of the independent members, the absence of any conflict of interest, and compliance with regulatory requirements before submitting proposed membership(s) of Board, and Board Committee Members, to the Insurance Authority, by the Company.

The Committee’s responsibilities also include the following.

• To evaluate the structure and composition of the Board, the Board Committees, and recommend changes to the same
• To annually review the requirements of suitable skills for membership of the Board, Board Committees, and reflect updates of the same within the Nomination and Appointment Policy and Procedure, for the approval of the public shareholders
• To develop clear policies regarding the compensation and remuneration of the Board and Board Committee Members, following industry/market benchmarking, and to make such recommendations
• To recommend the Company’s Long-Term Incentive Plan (LTIP) to the Board
• To recommend the Company’s Chief Executive Team Remuneration Policy and Employee Remuneration Policy to the Board
• To review, recommend and approve the remuneration and incentive payments [short-term incentives/bonuses and Long-Term Incentive Plan (LTIP)] of the CEO, CET, and the Company
• To establish and monitor succession plans for the CEO and the CET
• To annually assess/evaluate the performance of the Board, Committees, and their respective members.

Summary of changes in the Nomination and Remuneration Committee during 2023:

There were no changes in the Nomination and Remuneration Committee composition in 2023.

During 2023, the NRC held five (5) meetings. The following table details the NRC meetings held and their respective attendance.

Committee Member name	Role	22 February	13 April	4 July	4 September	30 November	Percentage
Ms. Huda Bin Ghoson	Chairwoman	Y	Y	Y	Y	Y	100
Mr. Nigel Sullivan	Member	Y	Y	Y	Y	Y	100
Ms. Hawazen Nassief	Member	No	Y	Y	Y	Y	80
Overall total percentage (%)		66.6	100	100	100	100	93.3

Ms. Huda Bin Ghoson

Nomination and Remuneration Committee Chairperson (Independent)

Ms. Huda was the Executive Director of Human Resources at Saudi Aramco. Ms. Huda is currently serving her second term as a Nomination and Remuneration Committee Member at Bupa Arabia.

Please refer to page 59 for further details and profile.

Mr. Nigel Sullivan

Nomination and Remuneration Committee (Non-Executive)

Bupa Arabia Board member since 2021. Currently, Bupa Group Chief Sustainability and People Officer, Mr. Sullivan is currently serving his second term as a Nomination and Remuneration Committee Member at Bupa Arabia.

Please refer to page 60 for further details and profile.

Ms. Hawazen Nassief

Nomination and Remuneration Committee Member (Independent)

Bupa Arabia Nomination and Remuneration Committee Member since August 2022.

At present, Ms. Hawazen Nassief holds the position of Head of Sustainability and Stewardship at the Public Investment Fund (PIF).

Ms. Hawazen is currently serving her first term at Bupa Arabia.

Current positions

• Bupa Arabia (Nomination and Remuneration Committee Member)
• Public Investment Fund (PIF) (Head – Sustainability and Stewardship)
• Member of Board of Directors, chair of ESG Committee, Member of NRC at Tanmiah Food Company (Tanmiah)
• Member of Board of Directors, member of Risk, and ESG Committee, Chair of the NRC at Middle East Paper Company (MEPCO)

Previous positions

• National Energy Services Reunited Corp. (NESR) (Vice President – ESG and External Affairs)
• Future Investment Initiative Institute (Environmental, Social and Governance Advisor)
• Cummins Inc. (Middle East Corporate Responsibility and Technical Education for Communities Manager)
• Christie’s (Director – Middle East Relationship Management)
• Olayan Financing Company (Corporate Social Responsibility Officer)

Qualifications

• Master of Arts in Law and Diplomacy from Tufts University, USA
• Bachelor of Arts in International Relations from Boston University, USA

Risk Management Committee (RMC)

The main purpose of the Risk Management Committee (RMC) is to assist the Board in formulating its risk management strategy and overseeing risk across Bupa Arabia. This includes overseeing the current risk exposures and risk strategy, development of the overall risk appetite and tolerance, monitoring the effectiveness of the risk management framework including related policies, processes and controls, and promoting a risk awareness culture throughout Bupa Arabia.

The Committee is committed to excellence in risk management and enhancing Bupa Arabia by:

• Being vigilant about risk and engaging in risk management to achieve sustainable performance
• Taking ownership of Bupa Arabia’s entire risk profile and addressing risk themes comprehensively
• Recognising emerging risks and proposing risk appetite changes to the Board, as needed
• Defining and taking responsibility for establishing Bupa Arabia’s risk culture and the mechanisms for implementing it
• Recommending policies to the Board for approval, in accordance with its charter.
• Oversight of the implementation of corporate governance, in accordance with CMA Corporate Governance Regulations Articles 94 and 95

Summary of changes in the Risk Management Committee during 2023:

There were no changes in the Risk Management Committee composition in 2023.

During 2023, the RMC held five (5) meetings. The following table details the RMC meetings held and their respective attendance.

RMC Member name	Role	14 February	16 May	18 September	6 November	6* November	Percentage
Mr. Martin Houston	Chairman	Y	Y	Y	Y	Y	100
Dr. Abdulla Elyas	Member	No	Y	No	Y	Y	60
Mr. James O’Reilly	Member	Y	Y	Y	Y	Y	100
Mr. Rami Makarem	Member	Y	Y	Y	Y	Y	100
Mr. Zaid Algwaiz	Member	Y	Y	Y	Y	Y	100
Overall total percentage (%)		80	100	80	100	100	92

*The second meeting held on 6 November was the annual RMC meeting with the Board of Directors.

Mr. Martin Houston

Risk Management Committee Chairman (Non-Executive)

Bupa Arabia Board Member since 1 October 2018 and served as a Non-Executive Director on the main Board of Bupa. Mr. Houston was appointed as Chairman of the Board of the EnQuest PLC. Mr. Houston is currently serving his first term as Risk Management Committee Member at Bupa Arabia.

Please refer to page 60 for further details and profile.

Dr. Abdulla Elyas

Risk Management Committee Member (Independent)

Dr. Abdulla Elyas is a co-founder of Careem, He’s currently Chairman of its business in KSA. He serves as a Board Member at the Saudi Arabian SME Authority, at Endeavor KSA, TAM Development Company. He is currently serving his second term as Risk Management Committee Member in Bupa Arabia.

Please refer to page 58 for further details and profile.

Mr. James O’Reilly

Risk Management Committee Member (Non-Executive)

Member of the Bupa Arabia Risk Management Committee, since 2019.

Currently, James O’Reilly holds the position of Chief Risk and Sustainability Officer for Bupa Global & UK. Previously, he served as the Risk and Compliance Director of the Bupa Global Division.

James is currently serving his second term at Bupa Arabia.

Current positions

• Bupa Arabia (Risk Management Committee Member)
• Bupa Global & UK (Chief Risk and Sustainability Officer)

Previous positions

• Bupa (Risk and Compliance Director)
• Bank of England, Prudential Regulation Authority (Senior Manager)
• MGM Advantage (Head of Finance Operations)
• MetLife (Head of Finance and Operations)

Qualifications

• Fellow of the Association of Chartered Certified Accountants (ACCA), United Kingdom
• Chartered Certified Accountant from the Association of Chartered Certified Accountants (ACCA), United Kingdom

Mr. Rami Makarem

Risk Management Committee Member (Non-Executive)

A member of the Risk Management Committee at Bupa Arabia since 2016.

Rami Makarem currently Serves as the Chief Executive Officer of Nazer Holding Group Ltd. where he also serves on various Boards of Directors of companies owned by the Group. Prior to that, Rami held the position of Group Chief Finance Officer at Ittihad International Investment in the United Arab Emirates.

Rami is currently serving his fourth term at Bupa Arabia.

Current positions

• Bupa Arabia (Risk Management Committee Member)
• Nazer Group (Group Chief Executive Officer)

Previous position

• Ittihad International Investment (Group Chief Finance Officer)
• Sun Microsystems (Finance Manager)
• Ernst & Young (Auditor)

Qualifications

• Executive Master’s degree in Business Administration from the London Business School, United Kingdom
• Postgraduate Diploma in Financial Strategies from Oxford University, United Kingdom
• Bachelor’s degree in Business Administration from the American University of Beirut, Lebanon.

Mr. Zaid Algwaiz

Risk Management Committee Member (Independent)

Zaid Algwaiz has been serving as the Chairman of the Audit Committee at Bupa Arabia since July 2022, and is also a member of the Risk Management Committee. Previously, he held the position of an independent Board Member at Bupa Arabia for three terms. He is currently serving his first term as Risk Management Committee Member in Bupa Arabia.

Please refer to page 68 for further details and profile.