Audit Committee (AC)

The principal role of the 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 also have an oversight through the Company’s RMC, for ensuring that the risk management processes are adequate and effective, particularly with regard to the impact on the Company’s financial reporting and its Code of Business Conduct. A further lead role 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 2022:

Member leaving the Audit Committee	Role	Date	Remark
Mr. David Hunt	Chairman (Independent)	30/06/2022	End of term
Mr. Sulaiman Alhatlan	Member (Independent)	30/06/2022	End of term
Mr. Walid Shukri	Member (Independent)	30/06/2022	End of term

Member joining the Audit Committee	Role	Date	Remark
Dr. Abdulla Elyas	Member (Independent)	01/07/2022	New term
Mr. Ibrahim M. Alhusayni	Member (Independent)	01/07/2022	New term
Ms. Zain Al Emam	Member (Independent)	01/07/2022	New term

During 2022, the AC held eleven (11) meetings. The following table details AC meetings held and the respected attendance.

Committee member name	Role	26 January	04 February	02 March	10 April	01 May	31 July	05 September	12 September	30 October	28 November*	Percentage
Mr. David Hunt (till 30/06/2022)	Chairman	Y	Y	Y	Y	Y	N/A	N/A	N/A	N/A	N/A	100
Mr. Zaid Algwaiz	Member. Chairman from 02/08/2022	Y	Y	Y	Y	Y	Y	Y	Y	Y	Y	100
Mr. Sulaiman Alhatlan (till 30/06/2022)	Member	Y	Y	Y	Y	Y	N/A	N/A	N/A	N/A	N/A	100
Mr. Walid Shukri (till 30/06/2022)	Member	Y	Y	Y	Y	Y	N/A	N/A	N/A	N/A	N/A	100
Dr. Abdulla Elyas (from 01/07/2022)	Member	N/A	N/A	N/A	N/A	N/A	Y	Y	Y	Y	Y	100
Mr. Ibrahim M. Alhusayni (from 01/07/2022)	Member	N/A	N/A	N/A	N/A	N/A	Y	Y	Y	Y	Y	100
Ms. Zain Al Emam (from 01/07/2022)	Member	N/A	N/A	N/A	N/A	N/A	Y	Y	Y	Y	Y	100
OVERALL PERCENTAGE OF AC MEMBER ATTENDANCE (%)		100	100	100	100	100	100	100	100	100	100	100

* Meeting held on 28 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 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 his chairing of the Audit Committee, Zaid served as a member.

At present, Zaid is a member of a number of 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 (Audit Committee Chairman and Risk Management Committee Member)
• Saudi National Bank (SNB) (Independent Board Member, Chairman of the Risk and Governance Committee, Nominations and Remunerations Committee Member)
• Mohammed Ibrahim AlSubaie and Sons Investment Company (MASIC) (Member of the ALCO and Risk Committee)

Previous Positions

• Thakher Real Estate Development Company (Audit Committee Member)
• Saudi British Bank (Nomination and Remuneration Committee Member)
• Al-Yusr Leasing and Financing Co. (Board Member and Risk Comm. Chairman)
• Al-Rajhi Steel (Board Member and Audit Comm. Member)
• 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 Specialised 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’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 board member in Bupa Arabia.

Please refer to page 54 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 M Alhusayni currently holds the position of Chief Audit Executive for the multi-investment firm, Mohammad Al Habib Holding. Prior to that, Ibrahim served as Head of Finance Governance at BAE Systems, a defense contractor based in England. He is also a member of the Audit and Risk Committee at GIB Capital.

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 and 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 ending 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 Intl Investments Company, and GIB Capital amongst others.

Current Positions

• Bupa Arabia (Audit Committee Member)
• Islamic Development Bank Group (Senior Investments Officer)
• Caspian Intl 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:
  1. Credit Administration and Control
  2. Retail Banking

Qualifications

• Master of 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 review and monitoring 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 income targets, 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.

During 2022, the EC held six (6) meetings. The following table provides details of EC meetings held and the respective attendance.

Committee member name	Role	07 March	11 April	22 June	26 September	28 November	21 December	Percentage
Eng. Loay Hisham Nazer	Chairman	No	Y	Y	Y	Y	Y	83.3
Mr. David Martin Fletcher	Member	Y	Y	Y	Y	Y	Y	100
Mr. Tal Hisham Nazer	Member	Y	Y	Y	Y	Y	Y	100
Mr. Nigel Sullivan	Member	Y	Y	Y	Y	Y	Y	100
OVERALL TOTAL PERCENTAGE (%)		75	100	100	100	100	100	95.8

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 board member at Bupa Arabia.

Please refer to page 53 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 board member at Bupa Arabia.

Please refer to page 53 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 board member at Bupa Arabia.

Please refer to page 53 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 board member at Bupa Arabia.

Please refer to page 55 for further details and profile.

Investment Committee (IC)

The purpose of the 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 IPS, SAMA’s Shariah requirements. Lastly, the IC approves investment decisions as per the IC Charter Authority Matrix.

Summary of Changes in the Investment Committee During 2022:

Member leaving the Investment Committee	Role	Date	Remark
Mr. Selman Alfares	Member (Independent)	30/06/2022	End of term

Member joining the Investment Committee	Role	Date	Remark
Mr. Tal Nazer	Member (Executive)	24/08/2022	New term
Ms. Nora Al Sarhan	Member (Independent)	24/08/2022	New term
Ms. Adhwa Alabdulkarim	Member (Independent)	24/08/2022	New term

During 2022, the IC held five (5) meetings. The following table details the IC meetings held and the respective attendance.

Committee member name	Role	12 April	05 October	22 November	29 November*	20 December	Percentage
Mr. Osamah Shaker	Chairman	Y	Y	Y	Y	Y	100
Mr. Selman Alfares (till 30/06/2022)	Member	Y	N/A	N/A	N/A	N/A	100
Mr. Andrew Bailey	Member	Y	Y	Y	Y	No	80
Mr. Tal Nazer (from 24/08/2022)	Member	N/A	Y	Y	Y	Y	100
Ms. Adhwa Alabdulkarim (from 24/08/2022)	Member	N/A	Y	Y	Y	Y	100
Ms. Nora Al Sarhan (from 24/08/2022)	Member	N/A	Y	Y	Y	Y	100
OVERALL TOTAL PERCENTAGE (%)		100	100	100	100	80	96

* Meeting held on 29 November was the annual IC meeting with the Board of Directors.

Mr. Osamah Shaker

Investment Committee Chairman (Independent)

An independent board member since 2022, and an independent Investment Committee chairman since July 2019. Mr. Osamah Shaker is CEO of GIB Capital, a company wholly owned by GIB bank and based in Riyadh Mr. Shaker is currently serving his first term at Bupa Arabia as board member.

Please refer to page 54 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/Board member since its inception in 2008, He is currently serving his sixth term as board member at Bupa Arabia.

Please refer to page 53 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 the Investment 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 Director)
• Small and Medium Enterprise Authority (Monshaat) (Equity Funding Director and Equity Funding Manager)
• Saudi Venture Capital Investment Company (SVCIC) (Senior Associate)
• Ernst and 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, through recommendation to the Board, or regulators, where required. This includes ensuring the independence of the independent members, the absence of any conflict of interest, and that there are no reasons versus the regulatory requirements, preventing the proposed membership(s) of Board, and Board Committee members, prior to submission to SAMA 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 recommend succession plans for the Board and the Board Committees to the Board
• 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 2022:

Member leaving the Nomination and Remuneration Committee	Role	Date	Remark
Mr. Omar Najjar	Member (Independent)	30/06/2022	End of term
Mr. Martin Houston	Member (Non-Executive)	30/06/2022	End of term

Member joining the Nomination and Remuneration Committee	Role	Date	Remark
Mr. Nigel Sullivan	Member (Non-Executive)	24/08/2022	New term
Ms. Hawazen Nassief	Member (Independent)	24/08/2022	New term

During 2022, the NRC held five (5) meetings. The following table details the NRC meetings held and the respective attendance.

Committee member name	Role	19 January	28 February	28 March	07 November	29 November	Percentage
Ms. Huda Bin Ghoson	Chairwoman	Y	Y	Y	Y	Y	100
Mr. Omar Najjar (till 30/06/2022)	Member	Y	Y	Y	N/A	N/A	100
Mr. Martin Houston (till 30/06/2022)	Member	Y	Y	Y	N/A	N/A	100
Mr. Nigel Sullivan (from 24/08/2022)	Member	N/A	N/A	N/A	Y	Y	100
Ms. Hawazen Nassief (from 24/08/2022)	Member	N/A	N/A	N/A	Y	Y	100
OVERALL TOTAL PERCENTAGE (%)		100	100	100	100	100	100

* Meeting held on 29 November was the annual NRC meeting with the Board of Directors.

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 board member at Bupa Arabia.

Please refer to page 54 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 board member at Bupa Arabia.

Please refer to page 55 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 Acting Head – 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) (Acting 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, Compliance and ESG Committee at Middle East Paper Company (MEPCO)
• Member of the non-executive MENA board of Jones Lang LaSalle (JLL)

Previous Positions

• National Energy Services Reunited Corp. (NESR) (Vice-President – ESG and External Affairs)
• National Energy Services Reunited Corp. (NESR) (Environmental, Social and Governance Director)
• Future Investment Initiative Institute (Environmental, Social and Governance Advisor)
• Cummins Inc. (Middle East Corporate Responsibility (CR) and Technical Education for Communities (TEC) 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 RMC is to assist the Board in its risk management strategy and risk oversight 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, process and controls, and the promotion of a risk awareness culture throughout Bupa Arabia.

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

• Being sighted on risk and engaging risk management to deliver sustainable performance
• Owning the whole of Bupa Arabia’s risk profile and acting on risk themes holistically
• Recognizing emerging risks and proposing risk appetite changes to the Board, as needed
• Defining and owning Bupa Arabia’s risk culture and the mechanisms for installing it
• Recommending policies for the approval of the Board, as per its charter
• Oversight of the implementation of corporate governance, per the CMA Corporate Governance Regulations Articles 94 and 95

Summary of Changes in the Risk Management Committee During 2022:

Member leaving the Risk Management Committee	Role	Date	Remark
Dr. Khalid Al-Faddagh	Chairman (Independent)	30/06/2022	End of term

Member joining the Risk Management Committee	Role	Date	Remark
Mr. Martin Houston	Chairman (Non-Executive)	24/08/2022	New Term
Mr. Zaid Algwaiz	Member (Independent)	24/08/2022	New Term

During 2022, the RMC held five (5) meetings. The following table details the RMC meetings held and the respective attendance.

RMC Member name	Role	23 March	06 June	27 October	28 November	28* November	Percentage
Dr. Khalid Al-Faddagh (till 30/06/2022)	Chairman	Y	Y	N/A	N/A	N/A	100
Dr. Abdulla Elyas	Member	Y	Y	Y	Y	Y	100
Mr. James O’Reilly	Member	Y	Y	Y	Y	Y	100
Mr. Rami Makarem	Member	Y	Y	Y	Y	Y	100
Mr. Martin Houston (from 24/08/2022)	Chairman	N/A	N/A	Y	Y	Y	100
Mr. Zaid Algwaiz (from 24/08/2022)	Member	N/A	N/A	Y	Y	Y	100
OVERALL TOTAL PERCENTAGE (%)		100	100	100	100	100	100

*Meeting held on 28 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 third term as board member at Bupa Arabia.

Please refer to page 55 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 board member in Bupa Arabia.

Please refer to page 54 for further details and profile.

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

Rami Makarem

Risk Management Committee Member (Non-Executive)

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

Rami Makarem is currently Nazer Holding Group Ltd.’s Chief Executive Officer, where he 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 and 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)

Chairman of the Audit Committee at Bupa Arabia since July 2022, and a member of the Risk Management Committee, Zaid Algwaiz previously served as independent board member at Bupa Arabia for three terms.

Please refer to page 64 for further details and profile.