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SPIMACO

16 October, 2024 08:08

Saudi Pharmaceutical Industries and Medical Appliance Corp, announces the opening of the nomination period for the Board of Directors membership.

Element ListExplanation
IntroductionSaudi Pharmaceutical Industries & Medical Appliances Corp. (SPIMACO ADDWAIEH) announces the opening of the nomination period for the membership of the Board of Directors for the next term, which will be for 4 years, starting from 03 April 2025 till 02 April 2029. Every shareholder has the right to nominate himself or another person/s for membership of the Board of Directors, in accordance with the regulations issued by the competent authorities. The nominee is requested to submit his nomination application during the specified period for nomination and in accordance with the conditions and controls mentioned above along with controls and forms attached here to. The nomination process will be in accordance with the provisions of the Saudi Companies Law and its implementing regulations issued by the Ministry of Commerce and the Corporate Governance Regulations issued by the Capital Market Authority, in addition to the company's bylaw and the company’s policies, standards and procedures for membership in the Board of Directors approved by the Assembly General Meeting. Noting that, date of General Assembly Meeting will be announced later after obtaining approvals needed from the authorities
Type of AssemblyNew Session
Term Start Date2025-04-03
Term End Date2029-04-02
Number of members9
Nomination Start Date2024-11-01 Corresponding to 1446-04-29
Nomination End Date2024-11-30 Corresponding to 1446-05-28
Applications Submission MethodThe applications of candidacy, attachments and forms below must be submitted within nomination period specified in the announcement By sending an email to BoDnomination@spimaco.sa For more information, please contact 00966112524359
Policy and criteria of nomination• Terms and Criteria for Board Members a. A member shall not be a member of the Board of Directors for more than five (5) listed joint stock companies at the same time. b. A member shall not be a member of the Board of Directors of a competing joint stock Company nor a company that operates in the same field as the main Company’s business except with the approval of the General Assembly. c. The candidate has not previously been sentenced for a crime against honor or honesty. d. The candidate has not already been sentenced to bankruptcy. e. A member shall not be a member of the Board of Directors of a joint stock Company that has been placed in receivership or forcibly liquidated during his term of membership. f. No judicial decision has been handed down against him or any Company in which he served as a board member at the time of the offence for fraud, violation of corporate regulations or money laundering. g. The candidate has not previously received a judgement declaring them unfit to serve on a company's board of directors or to supervise the management of any company. h. The candidate has not previously refused to accept or renew his membership in any professional body, institution, association or financial market anywhere, or has not previously been subject to restricted and disciplinary measures or whose membership has been withdrawn from anybody to which he belongs or from a financial market. • Board Membership Conditions A member of the Board of Directors must be professional with the necessary experience, knowledge, skill and independence, enabling him to carry out his duties efficiently and competently, while taking into account in particular the following: a. Leadership: With leadership skills that qualify him to grant powers, stimulating performance, applying best practices in effective management and adhering to professional values and ethics. b. Competence: With the appropriate scientific qualifications, professional skills, personality, level of training, practical expertise related to the Company's operational and financial objectives, plans and policies, the Company's current and future activities, management, economy, accounting, law or governance, as well as a desire for learning and training. c. Ability to guide: with technical, leadership, management and decision-making capabilities, understanding technical requirements for workflow, and being able to strategically guide, plan and see a clear future. d. Financial knowledge: By being able to understand the results of the Company's operations and business sectors, and the ability to read and understand financial statements and reports. e. Health fitness: By not having a health barrier that prevents him from exercising his duties and specialties. When electing Board members, the General Assembly must take into account the recommendations of the Nominations and Remuneration Committee and the availability of the personal and professional components necessary to perform their functions effectively • Requirements for Nomination to the Board of Directors a. Providing a signed notification from the candidate to run the Company includes a definition of him in terms of his CV, qualifications and experience in the Company's business, attaching a clear picture of the identity of the candidate and clarifying the means of contacting the candidate. b. A candidate who has previously served on the Board of Directors of a joint stock Company must indicate the number and history of the boards of directors of companies that he or she currently or previously has been a member of. c. A statement of companies or institutions that he co-manages or owns and conducts business similar to that of the Company. d. If the candidate has previously served on the Board of Directors of SPIMACO he or she must attach to the nomination a statement from the Company's management about the last session in which he has served on the Board, including the following information: o The number of board meetings that took place during each of the session years, the number of meetings attended by the member as original and the percentage of his attendance at the total meetings. o The standing committees in which the member participated, the number of meetings held by each of those committees during each of the session years, the number of meetings he attended and the ratio of his attendance to the total meetings. o Summary of the Company's financial results during each year of the session. e. Fill out and attach any required form mandated by any competent regulatory body (e.g. CMA’s form number 3). f. Candidates applying for the Board shall be voted for in the General Assembly in accordance with the criteria and procedures contained in this list and after the competent authorities have approved their applications.
Attachment of the CMA approved resume for the nominees for board memberships in the joint-stock companies listed on the Saudi Exchange
Attached Documents    

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