This committee is responsible for recommending the nomination of Board members and setting policies for remunerations and compensations for Board members and senior executives.
Members:

In line with the Corporate Governance Regulations, the Board decided to merge the Remunerations and Nominations Committees into a single committee called the Remunerations and Nominations Committee. This committee assumes all the responsibilities and tasks of both committees as outlined in the Corporate Governance Regulations.
The General Assembly approved the committee’s bylaws, including its formation, tasks, work procedures, and members’ remunerations, all compliant with governance rules. The Board formed the committee during the year with three members.
The Remunerations and Nominations Committee handles matters related to remunerations for Board members, subcommittees, executive management, as well as nominations for the Board and executive management, along with any other duties assigned by the Board.

First: Regarding Remunerations in the Company:

1. Prepare a clear remuneration policy and submit it to the Board for consideration prior to General Assembly approval, which should include:
• Remunerations for Board members.
• Remunerations for subcommittees derived from the Board.
• Remunerations for executive management.
2. The policy should apply performance-related standards, disclose them, and ensure their implementation.
3. Clarify the relationship between granted remunerations and the adopted policy, explaining any significant deviations.
4. Periodically review the remuneration policy and assess its effectiveness in achieving intended goals.
5. Recommend to the Board, according to the approved policy, remuneration matters relating to:
• Board members.
• Subcommittees.
• Senior executives.

• Propose clear policies and criteria for membership in the Board and executive management.
• Recommend to the Board the nomination and re-nomination of members according to approved policies, ensuring that no person previously convicted of a dishonesty-related crime is nominated.
• Prepare descriptions of the required skills and qualifications for Board membership and executive positions.
• Specify the time commitment expected from Board members.
• Conduct an annual review of the required skills and expertise for Board membership and executive roles.
• Review the structure of the Board and executive management and provide possible recommendations.
• Annually, they verify the independence of independent members and check for conflicts of interest, especially if a member serves on other company boards.
• Develop job descriptions for executive members, non-executive members, independent members, and senior executives.
• Establish procedures to address vacancies in Board membership or senior executive positions.
• Identify strengths and weaknesses within the Board and propose solutions to address them in the company’s best interest.