العربية

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stc
Annual Report
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A brief overview of stc
Group

 

,The performance, activities

and investments of stc Group

and its subsidiaries during

the year 2022

 

Risks management

and transactions with

related parties

 

Board of Directors and
Committees

 

Dividends Policy and Distribution

and Board Recommendations and

Compensation

 

Conclusion

 

Financial Consolidated

Statements

A brief overview of stc Group The performance, activities, and
nvestments of stc Group and
its subsidiaries during the year 2022 Risks management and transactions
with related parties Board of Directors and Committees Dividends Policy and
Distribution and Board
Recommendations and Compensation Conclusion Financial Consolidated
Statements
Meetings of the Board of Directors
Board Meeting

Meetings of the

Board of Directors

# Name Membership Number and Date of the Meetings Total
6th 7th 8th 9th
16 Mar 28 Jun 3 Oct 22 Dec
1 HRH Prince Mohammed K. A. Al-Faisal Chairman of the Board of Directors ✔ ✔ ✔ ✔ 4
2 H.E. Dr. Khaled H. Biyari Member ✔ ✔ ✔ ✔ 4
3 H.E. Mr. Mohammed T. Al-Nahhas Member ✔ ✔ ✔ ✔ 4
4 Mr. Yazeed A. AL-Humied Vice Chairman of the Board of Directors ✔ x ✔ ✔ 3
5 Ms. Rania M. Nashar Member ✔ ✔ ✔ ✔ 4
6 Mr. Arndt Rautenberg Member ✔ ✔ ✔ ✔ 4
7 Mr. Sanjay Kapoor Member ✔ ✔ ✔ ✔ 4
8 Ms. Sarah J. AL-Suhaimi Member ✔ ✔ ✔ ✔ 4
9 Mr. Jameel A. AlMulhem Member ✔ ✔ ✔ ✔ 4
10 Mr. Walid I. Shukri Member ✔ ✔ ✔ ✔ 4
11 Mr. Ahmed M. Al Omran Member ✔ ✔ ✔ ✔ 4

* Mr. Yazeed A. AL-Humied apologized for not being able to attend the seventh meeting due to emergency situations.

Meetings of Board

Committees

In accordance with stc Corporate Governance Charter and regulations of relevant authorities, the Board forms committees to perform its work in a manner that achieves the efficiency and effectiveness of the Board. During the formation process, the Board should identify and document the committees’ responsibilities and work procedures and issue the required resolutions for this purpose. Relevant parties shall be identified in an appropriate manner. Board committees were formed for the current 8th term as follows:

  • Executive Committee:

    The Executive Committee (ExCom) consists of Five Board Directors. ExCom reviews and approves strategies, estimated annual budgets, and local and international organic and inorganic businesses and social initiatives within board-approved authorities. ExCom held five meetings in 2022, as follows:

    # Name Membership Number and Date of the Meetings Total
    4th 5th 6th 7th 8th
    23 Feb 14 Apr 6 Jun 5 Sep 5 Dec
    1 HRH Prince Mohammed K. A. Al-Faisal Chairman ✔ ✔ ✔ ✔ ✔ 5
    2 H.E. Dr. Khaled H. Biyari Member ✔ ✔ ✔ ✔ ✔ 5
    3 H.E. Mr. Mohammed T. Al-Nahhas Member ✔ ✔ ✔ ✔ ✔ 5
    4 Mr. Yazeed A. AL-Humied Member ✔ ✔ ✔ ✔ ✔ 5
    5 Mr. Sanjay Kapoor Member ✔ ✔ ✔ ✔ ✔ 5

  • Nomination and Remuneration Committee:

    The Nomination and Remuneration Committee (NRC) consists of two non-executive Board Directors (One Independent) and two external Members. The NRC reviews and approves the process of designing an appropriate operating model and fair incentives of salary scales in conformity with market standards and requirements and best governance practices. The NRC also reviews the structure of the Board and recommends appropriate amendments; ensures annually the independence of external members; ensures Board Directors have no conflict of interest, especially if they are Board members of other companies; and reviews and approves Board and Committees remunerations and incentives prior to submission before the Board for ratification; ensures that stc’s business is in line with the best practices of corporate governance. The NRC held six meetings in 2022:

    # Name Membership Number and Date of the Meetings Total
    5th 6th 7th 8th 9th 10th
    3 Feb 15 Feb 9 Jun 8 Sep 28 Sep 8 Dec
    1 Mr. Jameel A. AlMulhem Chairman ✔ ✔ ✔ ✔ ✔ ✔ 6
    2 Ms. Rania M. Nashar Member ✔ ✔ ✔ ✔ ✔ ✔ 6
    3 Ms. Hoda M. Al Ghoson Member ✔ ✔ ✔ ✔ ✔ ✔ 6
    4 Mr. Johan Brand Member ✔ ✔ ✔ ✔ ✔ ✔ 6

  • Audit Committee:

    The General Assembly approved the formation of the Audit Committee (AC) for the 8th term of the Board of Directors. AC started on 1/6/2021. The General Assembly approved AC tasks, controls and the remuneration of its Members. AC consists of one Independent Board Director and three external Members. AC is responsible for reviewing the financial and administrative policies and procedures of stc, and the procedures for preparing financial reports and their deliverables. AC also reviews internal audit reports and comments, and issue recommendations to the Board of directors on the appointment, dismissal, remuneration and independence of legal accountants. AC examines preliminary and annual financial statements before being submitted to the Board of Directors and provides opinions and guidance thereon. AC reviews the legal accountant's observations on the statements and reviews the audit plan with the legal accountant, making its observations thereon. AC fulfills other works periodically and regularly in order to assess the efficiency and effectiveness of stc control activities and risk management. AC held nine meetings in 2022:

    # Name Membership Number and Date of the Meetings Total
    5th 6th 7th 8th 9th 10th 11th 12th 13th
    16 Jan 20 Feb 28 Apr 26 Mar 12 Jun 2 Aug 13 Sep 27 Oct 15 Nov
    1 Mr. Walid I. Shukri Chairman ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ 9
    2 Dr. Ammr K. Kurdi Deputy Chairman ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ 9
    3 Mr. Khalid Bin Abdullah Al Ankari Member ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ 9
    4 Mr. Medhat F. Tawfik Member ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ 9

  • Investment Committee:

    The Investment Committee (IC) consists of three Board Directors and an external Member. IC is responsible for reviewing the investments policy as per stc strategies. IC also reviews and examines strategic investment opportunities and recommends feasible investments. IC held six meetings in 2022:

    # Name Membership Number and Date of the Meetings Total
    7th 8th 9th 10th 11th 12th
    24 Feb 7 Jun 28 Jun 6 Sep 24 Oct 6 Dec
    1 HRH Prince Mohammed K. A. Al-Faisal Chairman ✔ ✔ ✔ ✔ ✔ ✔ 6
    2 Mr. Arndt Rautenberg Member ✔ ✔ ✔ ✔ ✔ ✔ 6
    3 Ms. Sarah J. AL-Suhaimi Member ✔ ✔ ✔ ✔ ✔ ✔ 6
    4 Mr. Rashid I. Sharif Member ✔ ✔ ✔ ✔ ✔ ✔ 6

  • Risk Committee:

    The Risk Committee (RC) consists of three Board Directors and an external Member. RC is responsible for reviewing risk policies in accordance with stc strategies. RC ensures applying best practice of risk management and internal control systems. RC also ensures the appropriateness of plans to carry out tasks and responsibilities, risk strategy, and business continuity. Moreover, RC reviews top risks that stc faces and the corrective measures to mitigate these risks. RC held four meetings in 2022:

    # Name Membership Number and Date of the Meetings Total
    4th 5th 6th 7th
    6 Feb 8 Jun 7 Sep 7 Dec
    1 Ms. Rania M. Nashar Chairperson ✔ ✔ ✔ ✔ 4
    2 Mr. Walid I. Shukri Member ✔ ✔ ✔ ✔ 4
    3 Mr. Ahmed M. Al Omran Member ✔ ✔ ✔ ✔ 4
    4 Eng. Tarek Abdulaziz Alrikhaimi Member ✔ ✔ ✔ ✔ 4