stc Annual Report 2022

stc

Annual Report

A brief overview of stc
Group

,The performance, activities

and investments of stc Group

and its subsidiaries during

the year 2022

stc’s Group Operating Model, Subsidiaries and Investments
stc Group
stc’s Subsidiaries (Local & International)
Investments (Investments in Joint Ventures, Investments
in Associate Companies & Other investments)
Group Financial Performance

Risks management

and transactions with

related parties

Enterprise and Financial Risk Management
Enterprise Risk Management
Financial Risk Management
Transactions with related parties
Transactions with government and
government related entities
,Transactions with board of directors members
executive management, and major shareholders
Transactions with subsidiaries
Transactions with Associate companies and joint ventures

Board of Directors and
Committees

Dividends Policy and Distribution

and Board Recommendations and

Compensation

Conclusion

Conclusion

Financial Consolidated

Statements

Financial Consolidated Statements

composition

Board of Directors
and Committees

The Board of Directors shall be composed of eleven Directors as per stc Articles of Association, which is in line with the Corporate Governance Regulations issued by the Capital Market Authority. A new Board of Directors was elected on 28/4/2021 for the 8th term for a period of three years. The following tables includes the Directors of the Board during its 8th term, and their memberships in the Boards of Directors of joint-stock companies listed and non-listed in the Saudi capital market and abroad, along with a description of their portfolios.

Board and Committees

members and their

membership classification

#	Name	Year of Birth	Academic Qualifications	Vocational Experience	Current Occupation	Previous Occupation	Membership
1	HRH Prince Mohammed K. A. Al-Faisal	1967	MBA	Banking and administrative experience	Chairman of Al Faisaliah Holding Group	Vice President of Al Faisaliah Holding Group	Independent
2	H.E. Dr. Khaled H. Biyari	1963	PhD. Electrical Engineering	Associate Professor, King Fahd University of Petroleum and Minerals and experience in business	Assistant Secretary of Defense for Executive Affairs - Ministry of Defense	stc CEO	Non-executive / non-independent
3	H.E. Mr. Mohammed T. Al-Nahhas	1962	Bachelor in Accounting	Banking, business development, and administration experience	Governor of the General Organization for Social Insurance	Governor of the Public Pension Agency	Non-executive / non-independent
4	Mr. Yazeed A. AL-Humied	1983	Bachelor in Business and Accounting	Experience in Finance and Administration	PIF Deputy Governor, Head of MENA Investments	Chief of Staff and Advisor to PIF Governor	Non-executive / non-independent
5	Ms. Rania M. Nashar	1974	Bachelor in Computer Science and Information Technology	Experience in banking and administration	PIF, Head of Compliance and Governance Division	Advisor to PIF Governor	Non-executive / non-independent
6	Mr. Arndt Rautenberg	1967	MBA	Telecom and Technology, leadership and Administrative experience.	Founding Partner of Rautenberg & Company GmbH, entrepreneur and investor	Chief Strategy Officer, Deutsche Telekom AG	Non-executive / non-independent
7	Mr. Sanjay Kapoor	1962	MBA	Telecom, Media and Technology, leadership and administrative experience	Entrepreneur, Senior Advisor and Investor	Executive Chairman of Micromax and CEO (India & South Asia) of Bharti Airtel	Non-executive / non-independent
8	Ms. Sarah J. AL-Suhaimi	1979	Bachelor in Accounting	Finance and investment experience	Chairperson of Tadawul	CEO NCB Capital	Independent
9	Mr. Jameel A. AlMulhem	1971	Bachelor in marketing science	Administrative experience	Managing Director of Takween Group	Managing Director of Shaker Group	Independent
10	Mr. Walid Ibrahim Shukri	1966	Bachelor in Accounting	Administrative experience	Member of several Boards and Committees	Country Senior Partner in PwC, Saudi Arabia	Independent
11	Mr. Ahmed M. Al Omran	1973	Master in Computer Science	Administrative and information technology experience	GOSI Governor Assistant for IT Affairs	GM, IT Infrastructure, GOSI	Non-executive / non-independent

Membership of Board
members in the
Board committees

#	Name	Board	Audit Committee	Nomination and Remuneration Committee	Risk Committee	Executive Committee	Investment Committee	Membership
1	HRH Prince Mohammed K. A. Al-Faisal	C				C	C	Independent
2	H.E. Dr. Khaled H. Biyari	✓				✓		Non-executive / non-independent
3	H.E. Mr. Mohammed T. Al-Nahhas	✓				✓		Non-executive / non-independent
4	Mr. Yazeed A. AL-Humied	VC				✓		Non-executive / non-independent
5	Ms. Rania M. Nashar	✓		✓	C			Non-executive / non-independent
6	Mr. Arndt Rautenberg	✓					✓	Non-executive / non-independent
7	Mr. Sanjay Kapoor	✓				✓		Non-executive / non-independent
8	Ms. Sarah J. AL-Suhaimi	✓					✓	Independent
9	Mr. Jameel A. AlMulhem	✓		C				Independent
10	Mr. Walid Ibrahim Shukri	✓	C		✓			Independent
11	Mr. Ahmed M. Al Omran	✓			✓			Non-executive / non-independent

C: Chairman of the Board/Committee.

VC: Vice Chairman.

External Members of

the Board Committees

#	Name	Membership	Academic Qualifications	Vocational Experience	Current Occupation	Previous Occupation	Membership
1	Dr. Ammr K. Kurdi	Audit Committee	PhD. in Accounting	Accounting experience	CFO, Tawuniya	Executive Vice President of Business for DUSSUR	External Member
2	Mr. Khalid bin Abdullah Al Ankari	Audit Committee	Bachelor in Accounting	Technical and managerial experience in auditing	General Manager, Babel Al Khair Trading & Real Estate Est	Head of Private Banking and Lending Products, Samba Financial Group	External Member
3	Mr. Medhat F. Tawfik	Audit Committee	Master Program Citibank Asia Pacific	Professional and managerial experience in auditing, risk management	Founder of IRSAA Business Solutions, an outsourcing company of responsible for Risk Management and Internal Audit	Account Manager, Samba Financial Group	External Member
4	Eng. Tarek Abdulaziz Alrikhaimi	Risk Committee	Master of Science	Experience in financial banking services, risks management.	Independent Financial Advisor, Investment and Risk Management Advisor	CEO, Saudi Kuwaiti Finance House	External Member
5	Mr. Rashid I. Sharif	Investment Committee	MBA	Experience in finance and a member in several listed companies	CEO, SNB Capital and an Executive Member of the Board	Head of the General Administration, Saudi Investments - PIF	External Member
6	Mr. Johan Brand	Nomination and Remuneration Committee	Master of Business Economics Master of Business Law Master of Private Law	Experience in leadership advisory	Independent consultant in a leadership advisory company	Key Partner, Egon Zehnder	External Member
7	Ms. Hoda M. Al-Ghoson	Nomination and Remuneration Committee	MBA	Experience in Human Resources	Executive Director of Human Staff Resources and Training, Aramco	General manager of Training and Development, Aramco	External Member

Executive Management

Members

#	Name	Academic Qualifications	Current Occupation (stc)	Previous Occupation	Company
1	Olayan Mohammed H Alwetaid	Bachelor of Electrical Engineering	stc Group CEO	Senior VP, Consumer Business Unit	stc
2	Ameen Fahad Alshiddi	Master of Accounting	Group Chief Financial Officer	VP Finance	stc
3	Faisal S. Alsaber	MBA	Group Chief Commercial Officer	CEO	Channels
4	Riyadh Saeed Muawad	Bachelor of Computer Science	Group Chief Business Officer	VP, Government Corporate Sales	stc
5	Mohammed Abdullah Alabbadi	MBA	Group Chief Carrier & Wholesale Officer	Wholesale VP	stc
6	Moaeed Huwaij Alsaloom	MBA	Group Chief New Markets Officer	CEO	Matarat Holding
7	Haithem M. Alfaraj	Bachelor of Computer Engineering	Group Chief Technology Officer	VP, Technology & Operations	stc
8	Abdullah Abdulrahman Alkanhl	MBA	Group Chief Strategy Officer	Deputy Minister for Communications and Information Technology	MCIT
9	Ahmad M. Alghamdi	Bachelor Ind. Engineering	Group Chief Human Resources Officer	Human Resources VP	stc
10	Motaz Ali Alanagri	Bachelor of Business Administration	Group Chief Investment Officer	Managing Director Head of Investment Banking	Saudi Fransi Capital
11	Abdullah S. Alanizi	Master of Executive Management	Group Chief Internal Audit Officer	Chief Audit	stc
12	Mathad Faisal Alajmi	MBA	Group Chief Legal and Risk Officer and General Counsel	VP and General Counsel of Legal Affaires	stc
13	Emad Aoudah Alaoudah	Bachelor of Information Systems	Group Shared Services Officer	Procurement & Support Services Sector VP	stc
14	Amir Abdulaziz Algibreen	Master of Advanced Management	Group Regulatory and Compliance Officer	Regulatory Affairs VP	stc
15	Ibrahim Saleh Alsuwail	MBA	Group Chief of Staff	Deputy Minister, Investor Services & Advisory	The Ministry of Investment

Companies where stc Board Members are

or were Board Members or Executives in

		#	Companies where stc Board Members are currently Board Members or Executives in	KSA	Abroad	Legal Entity (Listed, unlisted joint stock company, LLC/ ....)	Companies where stc Board Members were previously Board Members or Executives in	KSA	Abroad	Legal Entity (Listed, unlisted joint stock company, LLC/ ....)
				Location				Location
1	HRH Prince Mohammed K. A. Al-Faisal Chairman of the Board of Directors. Chairman of the Executive Committee. Chairman of the Investment Committee	1	stc	✓		Listed joint stock	JP Morgan Saudi Arabia	✓		Closed joint stock
		2	Al Faisaliah Group	✓		Closed joint stock
		3	Al khozama	✓		Closed joint stock

		#	Companies where stc Board Members are currently Board Members or Executives in	KSA	Abroad	Legal Entity (Listed, unlisted joint stock company, LLC/ ....)	Companies where stc Board Members were previously Board Members or Executives in	KSA	Abroad	Legal Entity (Listed, unlisted joint stock company, LLC/ ....)
				Location				Location
2	H.E. Dr. Khaled H. Biyari Member of the Board of Directors. Member of the Executive Committee.	1	stc	✓		Listed joint stock
		2	Saudi Information Technology Company (SITE)	✓		Closed Joint-stock
		3	Saudi Arabian Military Industries (SAMI)	✓		Closed Joint-stock

		#	Companies where stc Board Members are currently Board Members or Executives in	KSA	Abroad	Legal Entity (Listed, unlisted joint stock company, LLC/ ....)	Companies where stc Board Members were previously Board Members or Executives in	KSA	Abroad	Legal Entity (Listed, unlisted joint stock company, LLC/ ....)
				Location				Location
3	H.E. Mr. Mohammed T. Al-Nahhas Member of the Board of Directors. Member of the Executive Committee.	1	stc	✓		Listed joint stock	Public Pension Agency	✓		Governmental Institution
		2	GOSI	✓		Governmental Institution	National Center for Privatization	✓		Governmental Institution
		3	Sabic	✓		Listed joint stock	Riyad Bank	✓		Listed joint stock
		4	Future Work	✓		One of Takamol Holding subsidiaries	Acwa Power	✓		Listed joint stock
		5	ASMA Capital		✓	Unlisted	Raidah Invest. Co.	✓		Unlisted
		6	Spimaco	✓		Listed joint stock	Raza Real Estate Co	✓		Unlisted
		7	Dammam Pharma	✓		Unlisted	Taiba Holding Company	✓		Listed joint stock
		8	Tawuniyah Real Estate Invest. Co.	✓		Unlisted	Saudi Travel Cheque Company	✓		Unlisted

		#	Companies where stc Board Members are currently Board Members or Executives in	KSA	Abroad	Legal Entity (Listed, unlisted joint stock company, LLC/ ....)	Companies where stc Board Members were previously Board Members or Executives in	KSA	Abroad	Legal Entity (Listed, unlisted joint stock company, LLC/ ....)
				Location				Location
4	Mr. Yazeed A. AL-Humied Vice Chairman of the Board of Directors. Member of the Executive Committee.	1	stc	✓		Listed joint stock	Samba Financial Group	✓		Listed joint stock
		2	Saudi National Bank (SNB)	✓		Listed joint stock
		3	National Security Services Co. (SAFE)	✓		Closed Joint-stock
		4	Saudi Arabian Airlines General Organization	✓		State-owned enterprise
		5	Flyadeal	✓		Closed Joint-stock
		6	Saudi Civil Aviation Holding Co.	✓		Closed Joint-stock
		7	Saudi Tadawul Group Holding	✓		Listed joint stock
		8	Richard Attias & Associates		✓	Closed joint stock
		9	Saudi Egyptian Invest. Co.	✓		Closed joint stock
		10	Savvy Gaming Group (SGG)	✓		Closed joint stock
		11	Saudi Information Technology Company (SITE)	✓		Closed joint stock
		12	Water Solutions Co	✓		Closed joint stock
		13	Cruise Saudi	✓		Closed joint stock

		#	Companies where stc Board Members are currently Board Members or Executives in	KSA	Abroad	Legal Entity (Listed, unlisted joint stock company, LLC/ ....)	Companies where stc Board Members were previously Board Members or Executives in	KSA	Abroad	Legal Entity (Listed, unlisted joint stock company, LLC/ ....)
				Location				Location
5	Ms. Rania M. Nashar Member of the Board of Directors. Member of the Nomination and Remuneration Committee. Chairperson of the Risk Committee.	1	stc	✓		Listed joint stock	Samba Financial Group	✓		Listed joint stock
		2	Saudi Tadawul Group Holding	✓		Listed joint stock	Samba Capital	✓		Closed joint stock
		3	Saudi Space Commission	✓		Government Entity	Samba Bank Ltd.		✓	Listed joint stock
		4	National Center for Performance Measurement (Adaa)	✓		Government Entity	Samba Bank Limited Global Markets Ltd.		✓	LLC
		5	Regional Voluntary Carbon Market Co.	✓		Closed joint stock

		#	Companies where stc Board Members are currently Board Members or Executives in	KSA	Abroad	Legal Entity (Listed, unlisted joint stock company, LLC/ ....)	Companies where stc Board Members were previously Board Members or Executives in	KSA	Abroad	Legal Entity (Listed, unlisted joint stock company, LLC/ ....)
				Location				Location
6	Mr. Arndt Rautenberg Member of the Board of Directors. Member of the Investment Committee	1	stc	✓		Listed joint stock	Protection One GmbH		✓	Unlisted Private Limited
		2	B Capital Partners AG		✓	Unlisted corporation	d&b audiotechnik GmbH		✓	Unlisted Private Limited
		3	ARCUS Infrastructure Partners LLP		✓	LLP	Materna SE		✓	Unlisted corporation
		4	Push Technologies S.L		✓	Unlisted Private Limited	Univativ GmbH		✓	Unlisted Private Limited

		#	Companies where stc Board Members are currently Board Members or Executives in	KSA	Abroad	Legal Entity (Listed, unlisted joint stock company, LLC/ ....)	Companies where stc Board Members were previously Board Members or Executives in	KSA	Abroad	Legal Entity (Listed, unlisted joint stock company, LLC/ ....)
				Location				Location
7	Mr. Sanjay Kapoor Member of the Board of Directors. Member of the Executive Committee.	1	stc	✓		Listed joint stock	Bennett Coleman Co. Ltd		✓	Unlisted
		2	OnMobile Global Ltd		✓	Listed joint stock	PVR, Ltd		✓	Listed joint stock
		3	Tanla Platforms Ltd		✓	Listed joint stock	MicroMax Informatics Ltd		✓	Unlisted
		4	Tech Connect Retail Ltd		✓	Unlisted joint stock	Indus Towers Ltd		✓	Listed joint stock
		5	Z-Axis Management Consultants & Strategic Advisors LLP		✓	LLP	IFFCO Kisan Sanchar Ltd		✓	Unlisted
		6					Bharti Cellular Ltd		✓	Unlisted
		7					GSMA		✓	Unlisted
		8					IBus Network & InfrastructurePvt Ltd		✓	Unlisted
		9					VLCC Healthcare Ltd		✓	Unlisted
		10					Napino Auto and Electronics Limited		✓	Unlisted

		#	Companies where stc Board Members are currently Board Members or Executives in	KSA	Abroad	Legal Entity (Listed, unlisted joint stock company, LLC/ ....)	Companies where stc Board Members were previously Board Members or Executives in	KSA	Abroad	Legal Entity (Listed, unlisted joint stock company, LLC/ ....)
				Location				Location
8	Ms. Sarah J. Al-Suhaimi Member of the Board of Directors. Member of the Investment Committee.	1	stc	✓		Listed joint stock	SNB Capital	✓		Closed joint stock
		2	Saudi Tadawul Group Holding	✓		Listed joint stock
		3	Saudi Arabian Airlines General Organization	✓		State-owned enterprise
		4	Culture Development Fund	✓		Gov.-owned Fund
		5	Lazard Saudi Arabia	✓		Foreign joint stock
		6	Child Care Association	✓		National Association
		7	International Financial Reporting Standards	✓		Independent Nonprofit Organization
		8	Regional Voluntary Carbon Market Co.	✓		Closed joint stock

		#	Companies where stc Board Members are currently Board Members or Executives in	KSA	Abroad	Legal Entity (Listed, unlisted joint stock company, LLC/ ....)	Companies where stc Board Members were previously Board Members or Executives in	KSA	Abroad	Legal Entity (Listed, unlisted joint stock company, LLC/ ....)
				Location				Location
9	Mr. Jameel A. AlMulhem Member of the Board of Directors. Chairman of the Nomination and Remuneration Committee.	1	stc	✓		Listed joint stock	New Vision Co.		✓	LLC
		2	Takween Advanced Ind.	✓		Listed joint stock	Energy Service Co.		✓	LLC
		3	Wala’a Cooperative Insurance Co.	✓		Listed joint stock	Al Hassan Ghazi Ibrahim Shaker Co.	✓		Listed joint stock
		4	Electrical Ind. Co.	✓		Listed joint stock	Selco Co.	✓		LLC
		5	Alessa Ind. Co.	✓		Closed joint stock	Contact Center Co.	✓		LLC
		6	New Marina for Plastic Industries		✓	Closed joint stock	stc Kuwait		✓	Listed joint stock
		7	SPL	✓		Governmental Institution	stc Bahrain		✓	LLC
		8					Cell- C		✓	LLC
		9					Avea		✓	LLC
		10					Turk Telekom		✓	LLC
		11					Intigral		✓	LLC

		#	Companies where stc Board Members are currently Board Members or Executives in	KSA	Abroad	Legal Entity (Listed, unlisted joint stock company, LLC/ ....)	Companies where stc Board Members were previously Board Members or Executives in	KSA	Abroad	Legal Entity (Listed, unlisted joint stock company, LLC/ ....)
				Location				Location
10	Mr. Waleed I. Shukri Member of the Board of Directors and the Risk Committee. Chairman of the Audit Committee.	1	stc	✓		Listed joint stock	Middle East Paper Co. (Mepco)	✓		Listed joint stock
		2	Saudi Agricultural and Livestock Investment Company (SALIC)	✓		Closed joint stock
		3	Saudi Electricity Co. (SEC)	✓		Listed joint stock

		#	Companies where stc Board Members are currently Board Members or Executives in	KSA	Abroad	Legal Entity (Listed, unlisted joint stock company, LLC/ ....)	Companies where stc Board Members were previously Board Members or Executives in	KSA	Abroad	Legal Entity (Listed, unlisted joint stock company, LLC/ ....)
				Location				Location
11	Mr. Ahmed M. Al Omran Member of the Board of Directors and the Risk Committee	1	stc	✓		Listed joint stock	Saudi Cement	✓		Listed joint stock
		2	Arab National Bank	✓		Listed joint stock	Saudi Industrial Investment Group	✓		Listed joint stock
		3	Madad IT Services	✓		LLC	Samba Financial Group	✓		Listed joint stock
		4	Takamul Holding Company	✓		LLC	Hassana Investment Company	✓		Closed joint stock
		5	Masdr Data Solutions	✓		LLC	Ra'idah Investment Company	✓		Closed joint stock