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

General Assembly (GA) Meetings

In 2022, we held three (3) Extraordinary GA Meetings (EGM), and we included the highlights of our key Tadawul announcements, and the summary of the GA resolutions approved. Shareholders are referred to our fully detailed Tadawul announcements, our 2021 AFS, and our Company Website’s Investor Relations Governance section, including the GA minutes, as we feel they contain sufficient information to keep shareholders fully informed to make their decisions:

GA Meetings Attendance by the Board Members

Board Member 28 February 30 June 22 December
Eng. Loay Hisham Nazer Yes Yes Yes
Mr. David Martin Fletcher No Yes Yes
Mr. Tal Hisham Nazer Yes Yes Yes
Mr. Zaid Abdulrahman Algwaiz Yes Yes N/A
Mr. Martin Houston No Yes Yes
Dr. Abdulla Nadeem Elyas Yes Yes Yes
Ms. Huda Mohammed Bin Ghoson No Yes Yes
Mr. Nigel Sullivan No No Yes
Mr. Nader Ashoor Yes Yes Yes
Mr. Osamah Shaker N/A N/A Yes

EGM Resolutions Approved on 28 February 2022 (results announced on 01 March 2022):

1.Approved the appointment of the external auditors, as Ernst and Young & Co. and PriceWaterhouseCoopers, from amongst the candidates recommended by the Audit Committee, to audit the Company’s quarterly financial statements for the second and third quarters, the Annual Financial Statements for the fiscal year 2022, and the first quarter for the fiscal year 2023, along with determining their fees.

EGM Resolutions Approved on 30 June 2022 (results announced on 03 July 2022):

1.Approved the Board of Directors Report for the year ended 31 December 2021G.

2.Approved the Auditors’ Report for the year ended 31 December 2021G.

3.Approved the Annual Financial Statements for the fiscal year ended 31 December 2021G.

4.Approved the recommendation of the Board of Directors to distribute cash dividends for the fiscal year 2021G, (SR 4.50) per share in a total amount of (SR 540,000,000), or 45% of the nominal share value, provided that the shareholders owning the shares are eligible at the end of the trading day of the General Assembly meeting, and those registered in the Company’s shareholders’ register with the Securities Depository Center Company (Edaa Center) at the end of the second trading day following the approval date, the dividends distribution date will be released later.

5.Approved the purchase of the Long-Term Incentive Plan (LTIP) for its entitled LTIP employees, up to a maximum of 175,000 shares at a value of SR 17,551,122, the purchase will be financed through the Company’s funds. Further, to authorize the Board of Directors to complete the purchase of the shares within (12 months) from the date of the Extraordinary General Assembly Meeting’s Approval. The purchased shares will be kept no longer than (10 years) from the date of approval until it is allocated to the entitled employees. Noting that this program is a continuation of the current program, the conditions of which were previously determined by the Board of Directors, and the approval of the Extraordinary General Assembly was obtained on 12/08/1438 AH corresponding to 08/05/2017G.

6.Approved the Board member’s remuneration at (SR 4,108,000) for the year ended 31 December 2021G.

7.Approved the absolving of the Board of Directors for the year ended 31 December 2021G.

8.Approved the delegation of the authority to the Board to approve an interim dividend to the shareholders, on a semi-annual or quarterly basis for the year 2022.

9.Approved the appointment of the members of the Board of Directors for the next cycle for a period of three years, starting from 01/07/2022G and ending on 30/06/2025G. They are as follows:

  • Mr. David Fletcher
  • Eng. Loay Hisham Nazer
  • Ms. Huda Bin Ghoson
  • Mr. Tal Hisham Nazer
  • Mr. Osamah Shaker
  • Mr. Nigel Sullivan
  • Mr. Martin Houston
  • Mr. Nader Mohammad Saleh Ashoor
  • Dr. Abdulla Nadeem Elyas

    10.Resolution (10): Approved the formation of the Audit Committee, determining its tasks, its work rules, and the remuneration of its members for the next cycle for a period of three years, which will start from 01/07/2022G and which will end on 30/06/2025G. They are as follows:

    1.Mr. Zaid Abdulrahman Algwaiz.

    2.Dr. Abdulla Elyas.

    3.Ms. Zain Al Emam.

    4.Mr. Ibrahim Alhusayni.

    11.Resolution (11): Approved delegating the Board of Directors the authority of the Ordinary General Assembly to the license mentioned in Paragraph (1) of Article 71 of the Companies Law, for a period of one year from the date of the approval of the General Assembly or until the end of the session of the authorized Board of Directors, whichever is earlier, in accordance with the conditions mentioned regarding the regulatory controls and procedures issued in implementation of the Companies Law of Listed Joint Stock Companies.

    12.Resolutions (12-32) The ratification of related party transactions, business, and contracts, for the prior and future years.

EGM Resolutions Approved on 22 December 2022 (results announced on 25 December 2022):

1.Approve increasing the share capital from SR 1,200 million to SR 1,500 million by capitalizing SR 300 million from the retained earnings account, thereby increasing the capital by 25%, and thereby increasing the number of shares from 120 million to 150 million shares through offering one bonus share for every four shares owned. The objective of this recommendation is based on the Board’s desire to support and strengthen Bupa Arabia’s capital base to enable it to achieve growth in the Company’s business and expand its activities over the coming years. The date of entitlement to the bonus shares will be to any shareholders owning shares as per the Securities Depository Center shareholder registry two days after the date of the Extraordinary General Assembly Meeting. In the event of fractions of shares resulting from the capital increase, they will be grouped into one portfolio and sold at the market price and then the proceeds of the sale of the fractional shares will be distributed to the entitled parties on the date of entitlement, according to their shares and on the basis of the average selling price per share, which shall be completed within a period not exceeding 30 days from the date of distribution of the correct shares to the beneficiaries according to the regulations.

2.Approve the changes in Article 8 of the Company’s By-Laws, which is the change to the Company’s capital and the number of shares issued, provided Resolution 1 of this meeting has been approved.