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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
governance   governance   governance
governance   governance   governance

stc’s Board of Directors has been keen to establish an effective governance system as an integral part of stc’s administrative and financial systems responsible for regulating internal businesses by identifying the relationship between the Board of Directors and the General Assembly and between the Board of Directors and the Executive Management. stc’s governance regulates businesses, transactions & relationships with various Government, legislative bodies, suppliers, and contractors to increase efficiency and effectiveness in realizing stc’s strategic and operational objectives, in a manner consistent with the Companies Law, issued by the Ministry of Commerce, the Corporate Governance Regulation, issued by the Board of Directors of the Capital Market Authority, and other pertinent local regulations and legislation. In addition, the governance system is in line with the aspirations of the Saudi Vision 2030 and stc’s Strategy DARE 2.0, where the latter contains strategic plans and initiatives to enable stc’s governance to manage and implement stc’s decisions. stc’s governance leverages local and international best practices in the best interest of stc and its stakeholders.

stc’s governance strives for the highest levels of sustainability, one of the main pillars of stc’s strategy, which includes documenting stc’s businesses and activities as per pertinent regulatory and legislative authorities. These items include, but are not limited to:

.

stc’s Articles of Association was recently amended and approved by the Ministry of Commerce to increase stc’s capital from SAR (20) billion to SAR (50) billion to support stc in achieving its strategy aimed at expansion, growth and maximizing the total return of shareholders by increasing investments diversification and seizing the expected growth in the ICT sector in the Kingdom of Saudi Arabia and the region.

.

stc’s General Assembly approved stc’s updated Dividend Policy.

.

Updating Board Audit Committee Charter that was approved by stc General Assembly to be aligned with best practices and relevant regulations.

To ensure the highest levels of transparency, stc is committed to publishing all legally required Corporate Governance documents on its website (www.stc.com.sa) which are listed below:

.

stc’s Articles of Association.

.

stc’s Corporate Governance Charter.

.

The Charters of the Board of Directors and its Committees.

.

Governance and compliance Policies (Nomination and Remuneration of stc’s Board members and the members of its standing Committees and Remuneration of the Executive Management’s Policy, Conflict of Interest Policy, Whistleblowing Policy and the stc’s code of ethics and business conduct).

Financial information and Investor reports are also published on stc website, including the financial statements, quarterly and annual financial performance reports, and minutes of the General Assembly meetings.

As a result of the excellence of stc’s governance, stc was honored locally and internationally with several awards, such as “the best corporate governance system” award in KSA in 2022 from world finance magazine, and “best corporate governance system in telecommunication sector in the middle east for 2022 from ethical boardroom magazine, also has achieved an ‘Excellence in Governance 2021 Award for the fourth consecutive time, presented by the Corporate Governance Center, managed by Al-Faisal University to reflect stc’s excellence in achieving highest level of sustainability throw developing governance practices which is one of the strategic pillars of stc.

The Corporate Governance Regulations requirements issued by the Capital Market Authority in Article 87 under Paragraph No. 1, clearly stipulate the need to implement the provisions of the Company Governance Regulations and to provide justification in case of non-implementation. The Company acknowledges the application of all the provisions mentioned In the Corporate Governance Regulations issued by the Capital Market Authority (CMA) with the exception of the provisions listed below:

Article No. Article’s Statement Reasons for not applying
84 The Ordinary General Assembly, based on the Board of Directors recommendation, shall establish a policy that guarantees a balance between its objectives and those of the community for purposes of developing the social and economic conditions of the community. (Guiding Article). stc gives the social responsibility subject a special importance, and based on that stc developed a policy related to social responsibility and delegated the approval authority to the Group CEO to ensure the continuity and flexibility of the business, noting that the social responsibility strategy on which the policy is based on, among the strategies that the board has the authority to approve.
92 Formation of a Corporate Governance Committee: If the Board forms a corporate governance committee, it shall assign to it the competencies stipulated in Article (91) of these Regulations, such committee shall oversee any matters relating to the implementation of governance, and shall provide the Board with its reports and recommendations at least annually. (Guiding Article) Article No. 47 “Forming the Committees” of the Corporate Governance Regulations stipulates that the Board of Directors shall form specialized Committees as may be needed depending on the Company’s circumstances in order to enable it to effectively perform its duties. Despite the fact that Article No. 92 “Formation of a Corporate Governance Committee” of the Corporate Governance Regulations is a guiding article, stc’s Board of Directors is cognizant of the importance of the aforementioned committee's responsibilities and tasks, which are taken care of by the Nomination and Remuneration Committee as per its Charter, approved by the General Assembly on 24/4/2019.