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Governance and Risk Management Report

Board Purpose and Meetings

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The purpose of the Board is to set strategy and deliver value to all shareholders and stakeholders, in compliance with the regulations and laws of the Kingdom in an ethical and transparent manner. The Board is responsible for the Company’s values, mission and long-term vision, and for providing strategic direction and guidance for the Company’s operations, including the ultimate responsibility of ensuring that the Company follows exemplary corporate governance and ethics, and for the provision of a robust system of internal controls and procedures to be in place to fulfill compliance of the Company, in both content and timeliness, with all the requirements of all the applicable laws and regulations of the jurisdictions in which it operates.

The Board is responsible for establishing Board Committees, as stipulated by regulations, to support the Board in achieving its responsibilities, and to support the Executive Management. The Board is responsible for establishing and approving matters it deems significant enough to be reserved for only the Board’s decision, and for those matters which it delegates to the relevant Board Committees [both as specified within the Board-approved Schedule of Matters Reserved for the Board (SMRB) and the Board Delegated Authorities Framework (BDAF)].

Board of Directors sixth term, 1 July 2022 to 30 June 2025:

Membership role Board Member name Nationality Term number For the current term representing:
Independent Ms. Huda M. Bin Ghoson Saudi 2nd Not applicable
Mr. Osamah Shaker Saudi 1st Not applicable
Dr. Abdulla N. Elyas Saudi 2nd Not applicable
Non-Executive Eng. Loay H. Nazer Saudi 6th Nazer Group
Mr. David M. Fletcher British 4th Bupa Investments Overseas Limited (BIOL)
Mr. Nigel Sullivan British 2nd Bupa Investments Overseas Limited (BIOL)
Mr. Martin J. Houston British 3rd Bupa Investments Overseas Limited (BIOL)
Executive Mr. Tal H. Nazer Saudi 6th Not applicable
Mr. Nader Ashoor Saudi 2nd Not applicable

Summary of changes in Board of Directors in 2023:

There were no changes in the Board composition in 2023.

The Board approves the Board Chairman, Board Vice-Chairman, CEO and Company Board Secretary for each term, subject to regulatory approval where required and applicable, and for the sixth term, all were approved.

The Board also appoints the Board Committees’ secretaries for each new term, in which the current term has appointed the Sr. Director of the Internal Audit Department as the AC Secretary, the Sr. Director – Total Rewards as the NRC Secretary, the Sr. Director of Asset Management and Business Advisory as the IC Secretary, the Sr. Executive Manager of Company Secretariat as the RMC Secretary, and the Director of Company Secretariat as the Company Board Secretary and the EC Secretary.

Board Meeting attendance

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

Board Member name 14 March 24 May 13 July 18 September 6-7 November 12 December Percentage
Eng. Loay Hisham Nazer Y Y Y Y Y Y 100
Mr. David Martin Fletcher Y Y Y Y Y Y 100
Mr. Tal Hisham Nazer Y Y Y Y Y Y 100
Mr. Martin Houston Y Y Y Y Y Y 100
Dr. Abdulla Elyas Y Y No No Y Y 66.7
Ms. Huda Bin Ghoson Y Y Y Y Y Y 100
Mr. Osamah Shaker Y Y Y Y Y Y 100
Mr. Nigel Sullivan Y Y Y Y Y Y 100
Mr. Nader Ashoor Y Y Y Y Y Y 100
Total percentage of attendance (%) 100 100 88.8 88.8 100 100 96.3

Assessment of the Board/Board Committees and the Members’ performance

The Company routinely assesses the performance of the Board/Board Committees, and the respective members, on an ongoing basis, through closed Board sessions, through the NRC, via the Company Secretariat with the Committee Chairpersons, in liaison with the NRC and when required through a third party.

Major Board approvals/resolutions

Amongst the major Board resolutions/approvals during the year were the following:

  • Approval of 2024 AOP
  • Approval of Bupa Arabia 2030 Strategy
  • Recommendation to the shareholders of the distribution of SR 540 million in cash dividends for the 2022 fiscal year
  • Recommendation to the shareholders to make changes to the Company’s bylaws by adding “General Insurance” to the Company’s purpose and the required compatibility changes with the new Companies Law
  • Recommendation to the shareholders to appoint PwC and EY as the External Auditors to audit the Company’s quarterly Financial Statements for the second and third quarters, the annual Financial Statements for the fiscal year 2023 and first quarter of the fiscal year 2024
  • Approved the formation of a simplified joint stock company under the name “Health Horizon Medical Co.” with a capital of SR 10 million, with the objective of investing in providing primary and specialized healthcare services in both digital “telemedicine” and/or providing services through conventional clinics
  • Appointment of Mr. Hatim Jamal as Chief Financial Officer, starting 1 January 2024
  • Appointment of Mr. Ahmed Bajunaid as Chief Investment Officer, starting 1 January 2024
  • Any approvals as required in terms of the Schedule of Matters Reserved for the Board (SMRB)

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