The detailed procedures for calling and running board meetings will be defined in the board operating by-laws approved by the board.
14.2 Board Meeting
The board will hold ordinary meeting in accordance with the agenda, approved by the board and may hold an emergency meeting, if called by the chairman or a number of board directors.
14.3 Calling the meeting
14.3.1 the Board will conduct regular meeting by the chairman invitation based on prescheduled timetable. 14.3.2 Chairman of Board should call for emergency meeting whenever two members requested that in writing. 14.3.3 the number of board meetings during the year should be sufficient to enable it to undertake all its duties and responsibilities, at a minimum four meetings should be held. 14.3.4 Meetings will be planned in advance by the board general secretariat.
14.4 Agenda
14.4.1 The board defines upfront all the items that should be put to a board meeting for consideration (information) and for decision (approval by the board), including the level of materiality, in line with legal requirements. These may include:
A- Material acquisitions and disposals of assets, Investment , capital projects, authority levels, treasury policies, and risk management policies
B- The external auditors and the internal auditor reports.
14.4.2 Every Director is entitled to propose agenda items or more for approval of the board.
14.4.3 The Chairman sets the agenda of board meetings, taking into account issues raised by Directors and the management.
14.4.4 Agendas must be concentrating on all strategic important matter.
14.5 Running the meeting
14.5.1 The Chairman is primarily responsible for running the board meeting.
14.5.2 Details minutes of the board meetings should be documented and kept (audio recordings may added). When documenting the board meeting minutes the following steps should be considered.
A- The minutes of the board meeting must be accurate and shall clearly reflect all issues rise in the meeting and the decisions taken at the time.
B- Such minutes must record exactly all voting taking place in the meeting including cases of abstentions from voting
C- Debates and decision of the board shall be noted down in the minutes that should be signed by the chairman and the secretary of the board and shall be recorded in a special register
