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.

Our Board Members

The Company has nine members on its board. On 1 July 2022 a new three-year board term started. As of 31 December 2022 the board of directors consists of:


Eng. Loay Hisham Nazer

Non-Executive Member (Chairman)

Chairman and board member of Bupa Arabia since its inception in 2008. Founder and chairman of the Nazer Group Ltd. and a board member of various Nazer companies. Former chairman of Al-Ittihad Football Club, former vice-chairman of the Saudi Olympic Committee, former chairman of the Saudi Arabian Judo Federation, and former CHI Board member.

Eng. Loay is not a board member in other Saudi PLCs. He is currently serving his sixth term as board member at Bupa Arabia, representing Nazer Group Company Ltd.

Current Positions

Chairman

  • Bupa Arabia Board and Executive Committee.
  • Nazer Group Company Ltd.
  • Nazer Bupa for Medical Equipment Company (NBME)

Other Positions

  • International Medical Clinics Company (Partner)
  • Bupa Middle East Holdings Two W.L.L. (Board Member)
  • UCLA Anderson School of Management Board of Advisors (Board Member)

Previous Positions

  • Makkah Cluster Advisory Board – Ministry of Health (Chairman)
  • Diaverum Arabia Company (Board Member)
  • Nazer Dialysis and Advanced Healthcare Services Co. Ltd.
  • Al-Ittihad Football Club (Chairman)
  • National Unified Procurement Co. for medical supplies (NUPCO)
  • Saudi Olympic Committee (Vice-Chairman)
  • Saudi Arabian Judo Federation (Chairman)
  • CHI (Board Member)

Qualifications

  • MBA, Anderson Graduate School of Management, UCLA, USA (1989)
  • BSc Mechanical Engineering, UCLA, USA (1987)

Mr.David Fletcher

Non-Executive Member (Vice-Chairman)

Representing the foreign shareholder: Bupa Investments Overseas Limited (BIOL)

Bupa Arabia Board member and Vice-Chairman, since 2014. Currently, Bupa Group Chief Risk Officer, and member of its Chief Executive Committee. He is also a non-executive director of Niva Bupa (previously known as Max Bupa), Bupa’s associate health insurance business in India. Mr. Fletcher has extensive international experience in insurance and banking, having held various senior positions at Standard Chartered and Citibank, including the roles, Head of Audit, and Country CEO.

Mr. Fletcher is currently serving his fourth term as board member at Bupa Arabia, representing BIOL.

Current Positions

  • Bupa Arabia (Board Member and Executive Committee Member)
  • Bupa (Chief Risk Officer)
  • Bupa (Chief Executive Committee Member)
  • Bupa Middle East Holdings Two W.L.L. (Non-Executive Director)
  • Niva Bupa Health Insurance Company Ltd. (Non-Executive Director)
  • China Taiping Insurance UK (Non-Executive Director)

Previous Positions

  • BUPA International Development Markets (CEO)
  • Bupa (Chief Internal Auditor)
  • Bank Permata Indonesia (Ex-President Director/CEO)

Qualifications

  • BA Honors in Modern History, Durham University, UK (1985)

Mr.Tal Hisham Nazer

Executive Member – Managing Director and Chief Executive Officer

Bupa Arabia CEO/Board member since its inception in 2008.

Mr. Tal is not a board member in other Saudi PLCs. He is currently serving his sixth term as board member at Bupa Arabia.

Current Positions

Board Member

  • Bupa Arabia
  • Nazer Group Company Ltd.
  • Cool Inc. Co.
  • Ebda Co. ownership (25%)
  • Modern Computer Program Co. Ltd. (MCPC)
  • Arabian Medical Marketing Company (NAWAH)
  • Quick Solutions for Trading Company (Under Liquidation)
  • ASAS Health Care Co. Ltd.
  • Bupa Middle East Holdings Two W.L.L. (Bahrain)
  • Financial Academy
  • Endeavor Saudi Arabia
  • Arabian Address Real Estate Company

Other Positions

  • Bupa Arabia Executive Committee and Investment Committee Member
  • Najm for Insurance Services Company (Board Chairman)
  • Cool Inc. Co. (Board Chairman – 47%)
  • Chief Executive Committee of Bupa Group (Advisor)
  • CHI’s Private Health Insurance Strategic Committee (Member)
  • SAMA Insurance Executive Committee (Member)
  • Tal Hisham Nazer Company Limited (General Manager)
  • Liyana Holding Company (General Manager)
  • Young President Organization (Member)
  • Young Global Leaders (Member)

Previous Positions

Board Member

  • SAMA Insurance Companies General Committee
  • Human Resources Development Fund (HRDF)
  • Choate Rosemary Hall, New York, USA
  • Nazer Dialysis and Advanced Healthcare Services Co. Ltd.
  • Arab Conference Organizing Co. (ARC)
  • Nazer Bupa for Medical Equipment Company (NBME)

Qualifications

  • MBA Finance and Buyouts, Wharton, USA (2001)
  • Bachelor of Economics, UCLA, USA (1996)

Dr.Abdulla Elyas

Independent Member

Independent board member at Bupa Arabia since July 2019.

Dr. Abdulla Elyas is a co-founder of Careem, the ride hailing company and Super App acquired by Uber in 2019. He’s currently chairman of its business in KSA. Prior to that, he co-founded Enwani, a cloud-based addressing and home delivery start-up that was acquired by Careem in 2014. He serves as a board member at the Saudi Arabian SME Authority, at Endeavor KSA, TAM Development Company, and at the EduTech start-up Noon. He’s also an advisory Board Member of the VC firm Raed Ventures.

Abdulla chairs the governmental initiative to enable five Saudi unicorns by 2025 and is a regional angel investor. Previously, he led management consulting engagements in Europe, the US, South East Asia, and the Middle East.

Dr. Abdulla is not a board member in other Saudi PLCs. He is currently serving his second term as board member in Bupa Arabia.

Current Positions

  • Bupa Arabia (Board Member, Audit Committee Member, and Risk Management Committee Member)
  • Careem Inc. (Co-Founder and KSA-Chairman)
  • Tam Development Company (Board Member)
  • Small and Medium Enterprise Authority KSA (Board of Directors)
  • Endeavor KSA (Board of Directors)
  • Raed Venture Capital (Board of Advisors)
  • Noon Academy Inc. (Board of Directors)

Previous Positions

  • PIF (Investment Committee)
  • Rocket Internet SE (Agent KSA)
  • Enwani (Co-Founder and Managing Director)
  • Scheer Management Consulting (Senior Management Consultant)

Qualifications

  • PhD in Business Administration from RWTH Aachen, Germany
  • MSc in Computer Science, from RWTH Aachen, Germany

Ms.Huda Bin Ghoson

Independent Member

Bupa Arabia Independent Board Member since July 2019.

Ms.Huda was the Executive Director of Human Resources at Saudi Aramco. She retired in December 2017.

Ms.Huda is currently serving her second term as board member at Bupa Arabia.

Current Positions

  • Bupa Arabia (Board Member and Nomination and Remuneration Committee Chairwoman)
  • Saudi National Bank (SNB) (Board Member and NRC Member)
  • Saudi Telecom Company (STC) (NRC Member)

Previous Positions

  • Saudi Aramco (Executive Director)
  • General Organization for Social Insurance (GOSI) (Board Member)
  • Yanbu Aramco Sinopec Refining Company (YASREF) (Board Member)
  • Johns Hopkins Aramco Healthcare Company (JHAH) (Board Member)
  • Vela International Marine Ltd. (Board Member)
  • Saudi Aramco Asia Company (SAAC) (Board Member)
  • Board of Trustees of the Arabian Society of Human Resources Management (ASHRM) (Chairwoman)
  • Saudi Aramco Development Company (SADCO) (Board Member)
  • Saudi Aramco Investment Management Company (SAIMCO) (Board Member)
  • Credit Suisse Saudi Arabia Bank (Board Member and Chair of NRC)
  • Institute of Public Administration (Board Member and member of NRC and Excom)

Qualifications

  • MBA from the American University of Washington, D.C., USA
  • BA in English Literature from the King Saud University in Riyadh
  • Executive training at Oxford University, Michigan Ross Business School, and Royal Academy of Dramatic Arts, London

Mr.Osamah Shaker

Independent Member

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 GIP Bank and based in Riyadh. Prior to joining GIB Capital,Mr. Shaker led the charge of banking control at the Saudi Central Bank (SAMA), overseeing and regulating all the commercial banks operating within Saudi Arabia. What’s more, he possesses an excess of 16 years of banking and investment related experience in the Kingdom, having held multiple leadership positions at both the Saudi British Bank and HSBC Saudi Arabia.

Additionally, Mr. Shaker has roughly seven years working experience with the Institute of Public Administration (IPA) where he served as both a lecturer and statistical consultant. During his time at IPA, he also held the position of Head of the Department of Statistics.

Mr. Shaker is currently serving his first term at Bupa Arabia as board member.

Current Positions

  • Bupa Arabia (Board Member and Investment Committee Chairman)
  • GIB Capital (CEO and Board Member)

Previous Positions

  • Saudi Central Bank (Director General of Banking Control and Senior Advisor)
  • HSBC Saudi Arabia (Managing Director – Head of Financial Markets, Managing Director – Head of Investments, and Head of Asset Management)
  • The Saudi British Bank (Head of Discretionary Portfolio Management, Manager of Advisory Services – Corporate Finance Department, and Manager of Equity Research – Investment Banking Group)
  • Institute of Public Administration (Head of the Department of Statistics, Lecturer, and Assistant Teacher)

Qualifications

  • Master of Science in Statistics from Colorado State University, Fort Collins, Colorado, USA (1994)
  • Bachelor of Administrative Science in Quantitative Methods from King Saud University, Riyadh, KSA (1987)

Mr.Martin Houston

Non-Executive Member

Representing the foreign shareholder: Bupa Investments Overseas Limited (BIOL)

Bupa Arabia Board member since 1 October 2018 and served as a non-executive director on the main Board of Bupa, from January 2014 until 31 December 2019.

Mr.Houston was appointed as chairman of the board of the EnQuest PLC, effective 1 October 2019 and stepped down from the Board in December 2022.

He is also the vice-chairman of Tellurian Incorporated, and the advisory chairman of Moelis and the Company’s Global Energy Group. He is also a non-executive director of CC Energy, a private exploration and production company.

Mr.Houston is currently serving his third term as board member at Bupa Arabia, representing BIOL.

Current Positions

  • Bupa Arabia (Board Member and Risk Management Committee Chairman)
  • Tellurian Inc (Vice-Chairman)
  • Moelis and Company (Global Energy Group Chairman –
    Advisory Role)
  • CC Energy Limited (Board Member)

Other Positions

  • Fellow of the Geological Society of London
  • Radia Inc (Advisory Board Member)

Previous Positions

  • Bupa (Board Member)
  • BG Group (Chief Operating Officer and Board Member)
  • EnQuest PLC (Chairman)

Qualifications

  • Bachelor of Geology, Newcastle University, UK (1979)
  • Master of Science, Petroleum Geology, Imperial College, London, UK (1983)

Mr.Nader Ashoor

Executive Member – Deputy Chief Executive Officer and Chief Financial Officer

Bupa Arabia CFO since November 2016. In 2022, Mr.Nader was promoted to Deputy Chief Executive Officer in addition to his role as Chief Financial Officer.

Mr. Nader served previously on numerous boards and committees’ memberships including the board of directors and audit committee of Saudi Steel Pipes, the board of Diaverum Saudi Arabia, and the investment committee of the Saudi Aramco Entrepreneurship Ventures Company. Mr. Nader has over 14 years’ experience with Aramco in various professional, supervisory and leadership roles, including the role of Director, IPO Design and Readiness.

Mr. Nader holds CMA and CIA certifications and has successfully completed rigorous CPA examination requirements. He received multiple coveted awards, including the Prince Mohammad bin Fahd Academic Excellence Award, the IMA’s Distinguished Performance Award, and the IIA’s William S Smith Certificate of Honor Award.

Mr. Nader is currently serving his second term as board member at Bupa Arabia.

Current Positions

  • Bupa Arabia (Board Member and Deputy CEO and CFO)
  • Saudi Ground Services (Board Member)
  • Middle East Paper Company (Audit Committee Chairman)
  • D360 Bank (Audit Committee Member)
  • Jeddah Airports Company (Risk and Audit Committee Member)
  • Saudi Industrial Services Co. (Audit Committee Member)

Previous Positions

  • Saudi Steel Pipe (Board Member)
  • Saudi Steel Pipe (Audit Committee)
  • Diaverum, Saudi Arabia (Board Member)
  • Saudi Steel Pipe (Strategy Committee Member)
  • Saudi Aramco Entrepreneurship Ventures Company (Investment Committee Member)
  • Saudi Aramco (various roles, the final was Director of Finance Readiness-IPO)

Qualifications

  • Bachelor’s Degree in Accounting, KFUPM
  • MBA, IMD International, Lausanne, Switzerland

Mr.Nigel Sullivan

Non-Executive Member

Representing the foreign shareholder: Bupa Investments Overseas Limited (BIOL)

Bupa Arabia Board member since 2021. Currently, Bupa Group Chief Sustainability and People Officer. He is a member of Bupa’s Chief Executive Committee.

Mr.Sullivan has extensive international experience in Human Resources having started his career at the Rover Group and has held senior HR positions at Nortel Networks, Marconi and Wincanton PLC where he was Group HRD.

Mr.Sullivan is currently serving his second term as board member
at Bupa Arabia, representing BIOL.

Current Positions

  • Bupa Arabia (Board Member, Executive Committee Member,
    and Nomination and Remuneration Committee Member)
  • Bupa (Chief Sustainability and People Officer)
  • Bupa (Executive Team Member)
  • Bupa Investments Overseas Limited (BIOL) (Non-Executive Director)

Previous Positions

  • Noble Foods Ltd. (Non-Executive Director)
  • Talk Talk Telecommunications Group PLC (Group Human Resources Director)
  • Royal United Hospitals NHS Foundation Trust Bath
    (Non-Executive Director)
  • Wincanton PLC (Group Human Resources Director and Board Member)
  • Marconi Corporation PLC (Divisional Human Resources Director)
  • Nortel Networks (Divisional Human Resources Director)

Qualifications

  • Postgraduate Diploma in Personnel Mgt. (CIPD) (1990-1991)
  • BSc Environmental Science (2i) (1985-1989)