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.

Remuneration

Board and Board Committee Policies, Benefits and Emoluments of Board/Board Committee Members

Board of Directors

The remunerations of the Board, Board Committees members, and the executive management, are determined by the respective remuneration policies which are approved by the shareholders in the General Assembly (GA) Meetings. These policies are periodically updated after applicable benchmarking. The benchmarking is made against appropriate remuneration levels of either or both local and international companies, and this process includes accounting for external third-party subject matter expertise, where considered appropriate.

The key policies determining the remunerations of the Board, and Board Committees members, which were updated and approved by 30 June 2020 at the Extraordinary General Assembly Meeting (EGM), as reflected within the Company’s Terms of Engagement for Board and Board Committee members, are:

1. The Board Member Remuneration Policy, and

2. The Board Committee Member Remuneration Policy.

The duties and responsibilities of the Board, Board Committees, and their members, as defined within these policies and the various governance documents, including the Code of Corporate Governance, the Board and Board Committees’ Charters, and the Terms of Engagement, and the remunerations are based on the fulfillment of their duties, and minimum meeting attendance levels.

Board/Board Committees members are remunerated per these policies, as aligned with the Company By-Laws and all relevant KSA regulations. Bupa Arabia’s updated policy is to pay attendance fees for the Non-Executive Board and Board Committees members, for any Board, GA, or Board Committee meetings attended, to a maximum of SR 50,000 attendance fees per fiscal year, whether attendance is physically in person (SR 5,000/meeting) or by conference (SR 2,500/meeting), to settle customary related costs on a reimbursement of actual costs basis, and to settle the remuneration fees quarterly in arrears.

The Board of Directors 2022 remuneration and attendance fees are reflected below:

Fixed remunerations
Specific
amount




SR ’000
Allowance
for attending
Board
meetings


SR ’000
Total
allowance
for attending
committee
meetings

SR ’000
In-kind
benefits




SR ’000
Remunerations
for technical,
managerial, and
consultative
work

SR ’000
Remunerations
of the
Chairman,
Managing
Director, or
Secretary
SR ’000
Total





SR ’000
FIRST: INDEPENDENT DIRECTORS
1. Mr. Zaid Algwaiz 194.5 12.5 45 252
2. Ms. Huda Bin Ghoson 349.2 25 10 384.2
3. Dr. Abdulla Elyas 375 30 27.5 432.5
4. Osamah Shaker 161.7 17.5 10 189.2
TOTAL 1,080.40 85.00 92.50 1,257.90
SECOND: NON-EXECUTIVE DIRECTORS
1. Eng. Loay H Nazer 450 27.5 17.5 750* 1,245.00
2. Mr. David Fletcher** 285.2 25 20 330.20
3. Mr. Martin Houston 349.2 22.5 15 386.70
4. Mr. Nigel Sullivan** 285.2 20 20 325.20
TOTAL 1,369.60 95.00 72.50 750.00 2,287.10
THIRD: EXECUTIVE DIRECTORS
1. Mr. Tal Nazer 300 300
2. Mr. Nader Ashoor 200 200
TOTAL 500 500


Variable remunerations End of
service
award


SR ’000
Aggregate amount



SR ’000
Allowance




SR ’000
Percentage
of the
profits
SR ’000
Periodic remunerations

SR ’000
Short-term
incentive
plans
SR ’000
Long-term
incentive
plans
SR ’000
Granted shares

SR ’000
Total


SR ’000
FIRST: INDEPENDENT DIRECTORS
1. Mr. Zaid Algwaiz 244.5***
2. Ms. Huda Bin Ghoson 384.2
3. Dr. Abdulla Elyas 425.0***
4. Osamah Shaker 189.2
TOTAL 1,242.9
SECOND: NON-EXECUTIVE DIRECTORS
1. Eng. Loay H Nazer 1,245.0
2. Mr. David Fletcher*** 330.2
3. Mr. Martin Houston*** 386.7
4. Mr. Nigel Sullivan*** 325.2
TOTAL 2,287.1
THIRD: EXECUTIVE DIRECTORS
1. Mr. Tal Nazer 300
2. Mr. Nader Ashoor 200
TOTAL 500

*The Chairman’s bonus for the year 2022 is to be paid upon the receipt of SAMA’s no objection and the approval of shareholders in the General Assembly scheduled in June 2023.

**The Board/Board Committee member remuneration fees for BIOL representatives who are employees of Bupa are received by the Bupa legal entity BIOL and not by the individual persons in their personal capacity.

***An amount of SR 7,500 was deducted from both Dr. Abdulla and Mr. Zaid to maintain the SR 50,000 attendance fees cap.

Other than the above annual remuneration amounts and the reimbursement of actual expenses, which for 2022 amounts to SR 188,000, Bupa Arabia Board members do not receive any other benefits from Bupa Arabia.

Please refer to the 2022 AFS, Note 24a, and the table below for the salaries, emoluments, allowances, and bonuses, expensed/or provided for within the 2021-2022 result, by/for, the Board Members and the Senior Management:

Description Executive Board
Members (CEO/CFO)
(Board Remuneration)
Independent and
Non-Executive
Board Members
Senior Management
(Including CEO and CFO)
  2022 2022 2022
SR ’000
2021
SR ’000
2022
(Change)
Salaries and emoluments 500 2450 19,168 17,481 1,687
Board allowances 518 N/A N/A N/A
Bonuses and LTIP N/A 750 24,299 25,884 (1,585)
EOS N/A N/A 1,455 1,095 360
2022 500 3,718 44,922 44,460 462
2021 500 3,608 44,460
2022 (Change) SR ’000 0 110 462

The annual bonus and LTIP remuneration entitlements for the Company’s Senior Management are based on a combination of Company and individual performance-based measures, which both have to be fulfilled.

Board Committees

Board Committee Member 2022 remuneration and attendance fees, excluding the Board member remunerations, are reflected below:

Fixed remuneration
(Except for the allowance for
attending meetings)
SR ’000
Allowance for
attending
meetings
SR ’000
Total


SR ’000
AUDIT COMMITTEE MEMBERS (AC)
1. Mr. David Hunt, AC Chairman 87.5 27.5 115.0
2. Mr. Suliman Alhatlan 75.0 15.0 90.0
3. Mr. Walid Shukri 75.0 20.0 95.0
4. Mr. Zaid Algwaiz 98.1 98.1
5. Mr. Ibrahim M Alhusayni 75.0 17.5 92.5
6. Ms. Zain Al Emam 75.0 17.5 92.5
TOTAL 485.6 97.5 583.1
Fixed remuneration
(Except for the allowance for
attending meetings)
SR ’000
Allowance for
attending
meetings
SR ’000
Total


SR ’000
NOMINATION AND REMUNERATION COMMITTEE MEMBERS (NRC)
1. Mr. Omar Najjar 50.0 7.5 57.5
2. Ms. Hawazen Nassief 35.2 7.5 42.7
TOTAL 85.2 15.0 100.2
INVESTMENT COMMITTEE (IC)
1. Mr. Osamah Shaker 75.0 75.0
2. Mr. Selman Alfares 50.0 2.5 52.5
3. Mr. Andrew Bailey* 85.2 10.0 95.2
4. Ms. Nora Al Sarhan 35.2 10.0 45.2
5. Ms. Adhwa Alabdulkarim 35.2 10.0 45.2
TOTAL 280.6 32.5 313.1
RISK MANAGEMENT COMMITTEE (RMC)
1. Mr. Khalid Al-Faddagh, RMC Chairman 75.0 7.5 82.5
2. Mr. Rami Makarem 85.2 17.5 102.7
3. Mr. James O’Reilly* 85.2 20.0 105.2
TOTAL 245.4 45.0 290.4

*The Board/Board Committee member remuneration fees for BIOL representatives who are employees of Bupa are received by the Bupa legal entity BIOL and not by the individual persons in their personal capacity.

Top Five Executives Senior Executive Remuneration (including CEO and CFO)

Total
SR ’000
FIXED REMUNERATIONS
Salaries 17,554
Allowances 1,614
In-kind benefits
TOTAL 19,168
VARIABLE REMUNERATIONS
Periodic remunerations
Profits
Short-term incentive plans 10,077
Long-term incentive plans 14,222
Granted salaries
TOTAL 24,299
End-of-service award 1,455
Total remunerations for board executives 500
Aggregate amount 45,422