In line with Securities Depository Center Company (“Edaa”) commitment to delivering the highest standards of corporate governance, several Board Committees have been established to ensure compliance with corporate governance requirements as stated in the Securities Exchanges and Depository Centers Regulations.

Responsibilities and Authorities of the Board:

With respect to the authorities of the General Assembly, the Board shall exercise all responsibilities and authorities to manage the Company in accordance with Regulations and Bylaws, which includes the following responsibilities and authorities:

1.  All the authorities stated in the Company’s Bylaws necessary to manage the Company.
2. Approving and amending the company’s administrative and financial authorities’ matrix of the Company.
3. Approving the organizational structure (Level one), and the internal policies of the Company and amending them by CEO’s recommendation.
4. Forming necessary committees from the Board members (where applicable) or others to perform the assigned tasks, and by resolutions which specify committee’s term, authorities and responsibilities, and how the Board will monitor them, and the Board may delegate any of its Authorities - provided that it is not a general Delegation, and that it is a fixed term - provided that the formation resolution includes naming the members and determine the remuneration of its members and their benefits and compensation. And the adoption and amendments of committee’s charters.
5. Forming a Committee from among its members to investigate violations or abuses that may be made by Board members, Committees members or CEO, and this Committee shall consist of at least three members including the Chairperson, excluding the member concerned with the investigation, and this Committee shall submit the results of the investigation and its recommendations to the Board to take what it deems appropriate According to the Code of Conduct.
6. Delegating any of the Board members to specific tasks for a specific period by a written resolution, the Board issues in this regard, and in all cases the Board reviews any of the decisions taken based on this delegation.
7. Establishing the Company's main plans, policies, strategies and objectives, overseeing their implementation and reviewing them periodically, and ensuring the availability of the human and financial resources necessary to achieve them.
8. Appointing the CEO in the Company, approving and amending his mandates (after obtaining the approval of the Capital Market Authority’s Board of Directors).
9. Approving the CEO’s performance indicators, his evaluation and his remuneration based on a recommendation of Nomination and Remuneration Committee on annual basis.
10. Establishing systems and controls for internal control and to generally supervise over them.
11. Establishing policies and procedures that ensure the Company's compliance with laws and regulations and its commitment to the disclosure of essential information to the shareholders and stakeholders, and verifying the Executive Management's compliance with them.
12. Overseeing the management of the company's finances, cash flows, and financial and credit relationships with others.
13. Preparing of the initial and annual financial statements of the company and The Board report and approving them.
14. Establishing the values and standards that govern the work in the Company.
15. Proposing to the Extraordinary General Assembly of what it deems necessary with regard to increasing or reducing the Company's capital or dissolving the Company before the term specified in the Bylaw or deciding its continuation.
16. Proposing to the Ordinary General Assembly what it deems appropriate in relation to the use of the Company's provisional reserve If such reserve is not allocated for a specific purpose, and the recommend method for distributing profits.

The Committees are responsible for overseeing the governance framework and ensuring that key information is disclosed.

 

Board Committees:

Audit Committee

Responsibilities:

• Include monitoring the Company’s performance and verifying the validity and integrity of financial reports and statements as well as internal control systems.

Committee Members

Name	Membership
Mr. Adel Ibrahim al-Ateeq	Committee Chairman (Independent)
Mr. Abdullah Saleh Al-Harbi	Member (Independent)
Mr. Abdullah Abdulatif Al-Al-Elshaikh	Member (Non-Executive)
Mr. Roland Bellgrade	Member (Non-Executive)
Mr. Mohammed Sulaiman Al-Rumaih	Member (Non-Executive)

 

Risk Management Committee

Responsibilities:

• Include overseeing the implementation of the necessary policies for risk management and security approved by the Saudi Tadawul Group Holding Company, including but not limited to, risk management policy, business continuity policy, anti-fraud policy and the information security policy, in addition to following up KRIs reports of the Company and ensuring verification of any risk-related incident, based on a request by the Board.

Committee Members

Name	Membership
Mr. Tariq Abdullah Al-Naeem	Committee Chairman (Independent)
Mr. Rajiv Shukla	Member (Independent)
Mr. Wael Abdullah Al-Hazzani	Member (Non-Executive)
Mr. Mohammed Talal Al-Nory	Member (Non-Executive)
Mr. AlHasan Nabeel Al Ashram	Member (Non-Executive)

 

Regulatory Policy and Oversight Committee

Responsibilities:

• The committee supervises the work of the Regulatory Oversight & Authorization Division related to the company, which acts as the executive arm responsible for regulations, controls and supervision activities. The tasks include the review of regulations and rules of the center and any amendments thereto, and to supervise communication and coordination between the center and the Capital Market Authority in matters related to the center’s regulations.

Committee Members

Name	Membership
Dr. Abdullah Al-Abdulqader	Chairperson (Non-Board Member)
Dr. Abdulrhman Al-Khalaf	( Non-Board ) Member
H.E. Dr. Najim Al-Zaid	( Non-Board )  Member
Eng. Khalid Al-Hussan	Member (Non-Executive)

 

Compliance Committee

Responsibilities:

• Include supervising the activities and operations of the Securities Depositary Center (Edaa) to ensure that it continues to apply all legal and regulatory requirements and obligations issued by the Government of Saudi Arabia, relevant competent authorities, Saudi Tadawul Group Holding Company, Subsidiaries and any other relevant entity to achieve the highest levels of integrity.

Committee Members:

Name	Membership
Eng. Khaled A. Al-Hussan	Chairperson (Non-Executive)
Mr. Abdullah A. El-Sheikh	Member (Non-Executive)
Mr. Khaled A. Al-Gheriri	Member (Non-Executive)
Ms. Maha M. Al-Besher	Member (Non-Executive)
Mr. Yazeed H. Al-Eidi	Member (Non-Executive)

 

Information Technology Committee

Responsibilities:

• IInclude overseeing the implementation of the Group Information Technology Strategy and policies related to the Company and digital enablement, and following up KRIs reports related to information technology, in addition to reviewing and monitoring the plans and programs that ensures the implementation of the information technology governance while ensuring its adequacy, verifying any information technology related incidents and following-up on the corrective actions and make the necessary recommendation to the Board thereto.

Committee Members:

Name	Membership
Eng. Khaled A. Al-Hussan	Chairperson (Non-Executive)
Mr. Yazeed Al-Eidi	Member (Non-Executive)
Mr. Shahrukh Qureshi	Member (Non-Executive)
Ms. AlHasan Al-Ashram	Member (Non-Executive)
Mr. Mohammad AlNory	Member (Non-Executive)