Remuneration

Board and Board Committee policies, benefits and emoluments of Board/Board Committee Members

Board of Directors

The remuneration of the Board, Board Committee 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 Committee 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 the 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 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.

The Board/Board Committee 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 Committee 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 2023 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. Ms. Huda Bin Ghoson	375	22.5	12.5	0	0	0	410
2. Dr. Abdulla Elyas	375	20	25	0	0	0	420
3. Mr. Osamah Shaker	375	25	10	0	0	0	410
Total	1,125	67.5	47.5	0	0	0	1,240
Second: Non-Executive Directors
1. Eng. Loay H. Nazer	450	25	20	0	0	750*	1,245
2. Mr. David Fletcher**	300	22.5	20	0	0	0	330.2
3. Mr. Martin Houston	375	27.5	15	0	0	0	386.7
5. Mr. Nigel Sullivan**	300	20	35	0	0	0	325.2
Total	1,425	95	90	0	0	750	2,360
Third: Executive Directors
1. Mr. Tal Nazer	300	0	0	0	0	0	300
2. Mr. Nader Ashoor	200	0	0	0	0	0	200
Total	500	0	0	0	0	0	500

* The Chairman’s bonus for the year 2023 is to be paid upon the receipt of the Insurance Authority’s no objection and the approval of shareholders in the General Assembly scheduled in June 2024.

** 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.

	Variable remunerations						End of service award	Aggregate amount	Allowance
	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	SR ’000	SR ’000	SR ’000
First: Independent Directors
1. Ms. Huda Bin Ghoson	0	0	0	0	0	0	0	410	0
2. Dr. Abdulla Elyas	0	0	0	0	0	0	0	420	0
3. Mr. Osamah Shaker	0	0	0	0	0	0	0	410	0
Total	0	0	0	0	0	0	0	1,240	0
Second: Non-Executive Directors
1. Eng. Loay H. Nazer	0	0	0	0	0	0	0	1,245	0
2. Mr. David Fletcher	0	0	0	0	0	0	0	342.5	0
3. Mr. Martin Houston	0	0	0	0	0	0	0	417.5	0
5. Mr. Nigel Sullivan***	0	0	0	0	0	0	0	350***	0
Total	0	0	0	0	0	0	0	2,355	0
Third: Executive Directors
1. Mr. Tal Nazer	0	0	0	0	0	0	0	300	0
2. Mr. Nader Ashoor	0	0	0	0	0	0	0	200	0
Total	0	0	0	0	0	0	0	500	0

*** An amount of SR 5,000 was deducted from Mr. Nigel Sullivan to maintain the SR 50,000 attendance fee cap.

Other than the above annual remuneration amounts and the reimbursement of actual expenses, which amounts to SAR 819,000 for 2023, Bupa Arabia Board Members do not receive any other benefits from the Company.

Please refer to the 2023 AFS, Note 21, and the table below for the salaries, emoluments, allowances, and bonuses, expensed/or provided for within the 2022-2023 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)
	2023 SR ’000	2023 SR ’000	2023 SR ’000	2022 SR ’000	2023 (Change) SR ’000
Salaries and emoluments	500	2,550	20,003	19,168	835
Board allowances	0	457	N/A	N/A	N/A
Bonuses and LTIP	N/A	750	25,424	24,299	1,125
EOS	N/A	N/A	1,949	1,455	494
2023	500	3,757	47,375	44,922	2,453
2022	500	3,718	44,922
2023 (Change) SR ’000	0	39	2,453

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, where both have to be fulfilled

Board Committees

Board Committee Member 2023 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
1. Mr. Zaid Algwaiz	225	25	250
2. Mr. Ibrahim M. Alhusayni	150	22.5	172.5
3. Mr. Zain Al Emam	150	22.5	172.5
Total	525	70	595
Nomination and Remuneration Committee Members
1. Mr. Hawazen Nassief	100	10	110
Total	100	10	110
Investment Committee (IC)
1. Mr. Andrew Bailey*	100	7.5	107.5
2. Ms. Nora Al Sarhan	100	10	110
3. Mr. Adhwa Alabdulkarim	100	10	110
Total	300	27.5	327.5
Risk Management Committee (RMC)
1. Mr. Zaid Algwaiz	0	17.5	17.5
2. Mr. Rami Makaram	100	17.5	117.5
3. Mr. James O’Reilly*	100	20	120
Total	200	55	255

* 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	18,343
Allowances	1,660
In-kind benefits	–
Total	20,003
Variable remunerations
Periodic remunerations	–
Profits	–
Short-term incentive plans	10,481
Long-term incentive plans	14,942
Granted salaries	–
Total	25,423
End-of-service Award	1,949
Total remunerations for Board Executives	500
Aggregate amount	47,875