GOVERNANCE
Proper and effective governance is key to sustainable success.
The Company’s policy is to adopt high standards of corporate governance. As such, the Company has developed a governance manual in accordance with the Corporate Governance Regulations (CGRs) issued by the Capital Market Authority (CMA). The CGRs prescribe the rules and standards for the management of the Company to ensure that the Company’s corporate governance standards are in line with best practices enshrining the rights of shareholders and stakeholders. The provisions of the CGRs shall be mandatory, except for those provisions referred to as guiding provisions.
The Company’s internal governance manual that was approved by the Company’s Board of Directors and by the company’s General Assembly includes provisions relating to the following:
• Shareholders’ rights.
• Rights related to the General Assembly Meeting.
• The Board of Directors, its composition, responsibilities, competencies and work procedures.
• Executive Management, its functions and responsibilities.
• The Company’s committees, their membership and meetings.
The Companies Committees
Nahdi has established strong committees to ensure the appropriate governance, transparency, and accountability frameworks are in place. The Board of Directors forms these committees in order to better run the Company. Each Committee has its own charters which determine the Committee’s roles, responsibilities, and powers. The Committees shall periodically hold meetings for the purpose of carrying out the tasks entrusted thereto. The following committees are currently in place to advise the Board of Directors in essential areas:
Audit and Risks Committee
Nomination and Remuneration Committee
Digital Transformation and Cyber Security Committee
AUDIT AND RISKS COMMITTEE
SERVING THE BEAT OF THE ORGANISATION
The main task of the Audit and Risk Committee is to verify the adequacy and effective implementation of the internal control system and to make any recommendations to the Board of Directors that would actuate and develop the system to achieve the Company’s objectives The Committee is also responsible for reviewing risk management policies, the annual risk report and risk reduction plans before presenting the same to the Board of Directors. The Committee is responsible for ensuring compliance with the Company’s Corporate Governance Regulations and Practices issued by Capital Market Authority (CMA) and the Company’s Corporate Governance Manual and Policy.
Shareholders, Investors & Potential Investors
Company Conduct & Compliance
Banking & Financial Reporting
Internal & External Auditing
NOMINATION AND REMUNERATION COMMITTEE
The main function of the Nomination and Remuneration Committee is to determine the policies and procedures related to the nomination of the Board’s, its Committees’, and the Executive Team’s members, and to determine the policies and procedures related to their remunerations.
Monitor compensation, benefits policies and schemes for the company overall.
Review Board Membership regularly to ensure the right skills and diversity levels.
Ensure that Nahdi Medical Company can continue to attract the very best talent.
Maintain a succession plan to protect the future of the company’s operations.
Digital Transformation and Cyber Security Committee
The Digital Transformation and Cyber Security Committee assist the Board in achieving the Company’s digital transformation. The Committee’s main responsibility is to advise the Board of Directors as the Company continues to effectively adapt itself and grow in the face of the digital era. The Committee reports to the Board of Directors and represent the Board in reviewing the comprehensive digital transformation strategy and recommending the update thereof, while taking into account the Company’s strategic direction. Its scope of work includes:
Discussing the Company's comprehensive digital and innovation strategy with the Executive Management, including strategic objectives and initiatives, investments, and R&D activities, and making recommendations to the Board of Directors, as necessary.
Periodically reviewing and evaluating the performance of the Company’s initiatives to support its digital strategy and innovation, with a focus on improving the operations of Omnihealth initiatives, including the provision of new products and services, as well as consumers' acceptance and integration thereof.
Reviewing and discussing any material digital risks and key opportunities that may be encountered by the Company, and the emerging issues and trends in the broader market.