The Company is managed by a Board of Directors comprising seven directors appointed by the Ordinary General Assembly of Shareholders. The number of independent directors must not be fewer than two directors or one-third of the total number of directors, whichever is greater. The duties and responsibilities of the Board are defined in the Company’s Bylaws and Internal Corporate Governance Manual.
The tenure of directors, including the Chairman, is a maximum of four years per term, and directors may be reappointed for additional terms. As an exception, the Company’s first Board of Directors was appointed for a three-year term pursuant to the Shareholders’ Resolution dated 8 December 2024. The current three-year term of the Board commenced on 8 December 2024 and will end on 8 December 2027.
The Board held four meetings during FY26.
| Name | Board role | Status | Number of meetings: 4 | |||
|
1st meeting 28 Apr 2025 |
2nd meeting 22 Jul 2025 |
3rd meeting 29 Sep 2025 |
4th meeting 17 Nov 2025 |
|||
| Sinan Esmat Abdul-Samad Al Saady | Chairman | Non-Executive | Yes | Yes | Yes | Yes |
| Marcel Albert Grünenfelder | Vice Chairman | Non-Executive | Yes | Yes | Yes | Yes |
| Eman Fawaz Hamza Al-Sayrafi | Director | Independent | Yes | Yes | Yes | Yes |
| Raad Abdulaziz Mohammed Al-Abdulkadr | Director | Independent | Yes | Yes | Yes | Yes |
| Sami Abdulkarim Mohammed Hashem Al-Zohaibi | Director | Independent | Yes | Yes | Yes | Yes |
| Fahd Saleh Ali Al-Hathloul | Director | Independent | Yes | Yes | Yes | Yes |
| Albert Peter Grünenfelder | Director | Non-Executive | Yes | Yes | Yes | Yes |
General assembly meetings
The Company was listed on the Saudi Exchange (Tadawul) on 9 December 2025, and no General Assembly meetings were held during FY26. An Extraordinary General Assembly meeting was held on 12 May 2026, subsequent to the end of the fiscal year and therefore outside the reporting period.
Board responsibilities and duties
The Board of Directors is responsible for the overall stewardship of the Company, acting in the best interest of all shareholders to safeguard and enhance long-term value. While certain authorities may be delegated to committees or management, the Board retains ultimate accountability for the Company’s performance, governance, and strategic direction. In no case shall the Board grant a general or unlimited authorisation.
The Board’s key responsibilities include:
- Setting and overseeing the Company’s strategy, business plans, and financial objectives, and ensuring that appropriate resources are in place to achieve them
- Monitoring performance against established targets and key performance indicators, and overseeing major capital expenditures and strategic investments
- Establishing and maintaining effective internal control and risk management frameworks, including safeguarding the integrity of financial reporting and ensuring the timely identification, assessment and management of risks
- Approving the organisational structure and overseeing human capital planning to support the Company’s strategic objectives
- Determining the types of remuneration granted to Company employees, including fixed remuneration, performance-linked remuneration, and share-based remuneration
- Ensuring compliance with applicable laws, regulations, and disclosure requirements, and promoting transparency in communications with shareholders and stakeholders
- Overseeing the Company’s financial position, cash flows, and relationships with financing parties
- Reviewing and approving interim and annual financial statements and the Board report prior to publication
- Establishing policies governing conflicts of interest, related party transactions, and stakeholder engagement
- Notifying the Ordinary General Assembly of any businesses and contracts in which a Board member has a direct or indirect interest, accompanied by a special report from the Company’s external auditor
- Recommending key matters to the General Assembly, including capital structure changes, profit distribution, and the use of reserves
- Establishing Board committees, defining their mandates, and monitoring their performance
- Setting specific policies, standards, and procedures for Board membership, subject to approval by the General Assembly
- Promoting ethical conduct, corporate values, and a culture of accountability across the organisation
- Ensuring that effective communication channels are in place to keep shareholders informed of material developments
Board and committee performance evaluation
No external Board performance evaluation was conducted during FY26. The Company has developed a Board performance evaluation template, which is expected to be implemented at the earliest opportunity.
Role of the Chairman
Without prejudice to the competencies of the Board, the Chairman is responsible for leading the Board, supervising its operations, and ensuring the effective performance of its duties in accordance with the Companies Law, its Implementing Regulation, and the Company’s Bylaws.
The Chairman’s key duties include:
- Ensuring that Directors receive complete, clear, accurate, non-misleading, and timely information
- Ensuring that the Board discusses all fundamental matters effectively and in due course
- Representing the Company before third parties, in line with applicable laws and the Company’s Bylaws
- Encouraging Directors to perform their duties effectively in the interest of the Company
- Maintaining effective communication channels with shareholders and conveying their views to the Board
- Promoting constructive engagement between the Board and Executive Management, and among executive, non-executive, and independent Directors
- Fostering a Board culture that supports constructive challenge and open discussion criticism
- Preparing Board meeting agendas in consultation with Directors, the CEO, and, where relevant, the external auditor and the CEO, and taking into consideration any matter raised by a Director or by the external auditor
- Convening periodic meetings with non-executive Directors without Executive Management present
- Notifying the Ordinary General Assembly of any business or businesses and contracts in which a Director has a direct or indirect interest, supported by the relevant auditor’s report where required. The notification shall include the information provided by the Director to the Board under Article 28(14) of the Corporate Governance Regulations, and shall be accompanied by a special report from the Company’s external auditor
Shareholder communication with the Board
The Board of Directors recognises the importance of maintaining transparent and effective communication with shareholders. In line with its governance responsibilities, the Company ensures that material information relating to its performance and developments is disclosed in a timely and accessible manner, enabling shareholders to remain informed and exercise their rights.
Shareholder inputs, including proposals and comments raised through formal channels such as General Assembly meetings and regulatory disclosures, are communicated to the Board through established reporting mechanisms. The Board, including non-executive Directors, is kept apprised of such matters to support informed oversight and decision-making. The Company also maintains formal communication channels, including its official website and designated contact points, to facilitate ongoing engagement with shareholders.