GOVERNANCE AND RISK MANAGEMENT REPORT

Bupa Arabia remains committed to robust corporate governance structure, which will facilitate prudent management to deliver long-term success to the company.

Board Purpose and Meetings

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 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. AlGhoson 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 2022:

Member leaving the Board Date Representation Remarks
Mr. Zaid Algwaiz 30/06/2022 Independent End of Board Term
Member joining the Board Date Representation Remarks
Mr. Osamah Shaker 01/07/2022 Independent New Board Term

 

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 as reappointments.

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 2022, the Board held six (6) meetings. The following table details board meetings held and the respective attendance.

Board member name 07 March 11 April 22 June 06 September 26 September 28-29 November Percentage
Eng. Loay Hisham Nazer No Y Y Y Y Y 83.3
Mr. David Martin Fletcher Y Y Y Y Y Y 100
Mr. Tal Hisham Nazer Y Y Y Y Y Y 100
Mr. Zaid A. Algwaiz (till 30 June 2022) Y Y Y N/A N/A N/A 100
Mr. Martin Houston Y Y Y No Y Y 83.3
Dr. Abdulla Elyas Y Y Y Y Y Y 100
Ms. Huda Bin Ghoson Y Y Y Y Y Y 100
Mr. Osamah Shaker (from 01 July 2022) N/A N/A N/A 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 (%) 88.8 100 100 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 2023 AOP
  • Recommendation to the shareholders of the distribution of SR 540 million in cash dividends for the 2021 fiscal year
  • Board and Audit Committee nominees for the new term
  • Appointment of 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 2022, and first quarter for the fiscal year 2023
  • Appointment of Deputy CEO and CFO
  • Appointment of Mr. Yousef Bayazeed as TPA Company General Manager with the granted authorizations as per the General Manager Authorities
  • Appointment of Mr. Nader Ashoor as Bupa Arabia Ventures General Manager to replace Mr. Tal Nazer
  • Any approvals as required in terms of the Schedule of Matters Reserved for the Board (SMRB)