16.1 Establishment of committees and its procedure
16.1.1 Committees should be formed in areas where specific conflicts of interest exist that require particular oversight by the board in an independent fashion.
These areas should include financial reporting, board member nomination and both executive and board compensation. The committees require a minimum number of independent Directors.
16/1/2 When committees are established, their responsibilities and working procedures should be defined by the board (in writing) and the required decision issued and disclosed to related parties in a proper manner.
16.2 Audit Committee
16.2.1 The audit committee manages the relationship with the external auditor and oversees the Chief Internal Auditor.
16.2.2 Audit committee oversight internal audit function which periodically examines controls and processes based on responsibility stated in the Internal Audit Charter approved by the board. Internal Audit responsibilities includes: conduct investigation regarding fraud, corruption and submit its report to the audit committee directly.
16.2.3 Specific responsibilities of the Audit committee include:
A- Making recommendations on the appointment, fees, and dismissal of external auditors, and monitoring and approving the provision of non-audit services that may curried by the external auditors during their audit engagement.
B- Reviewing interim and annual financial statements before submission to the board to ensure adequacy of presentation and disclosure.
C- Overseeing and coordinating external audit engagement.
D- Overseeing and reviewing effectiveness of the internal audit function including the results of investigations carried out.
16.3 Nomination and Corporate Governance committee
16.3.1 Committee should be responsible for nominating new board member candidates to the board. The responsibilities include:
A- Preparing description of capabilities required for particular appointments
B- Reviewing size, structure and composition of the board and making recommendations on possible changes.
C- Defining time requirements from Directors.
D- Identifying and nominating candidates for board position vacancies.
E- Make recommendations on re-election, re-appointment, and continuation of Directors.
F- Preparing and delivering re-nominated, reappointed or continuation letters stating responsibilities of Directors.
16.3.2 The committee is also responsible for monitoring STC’s corporate governance performance, recommending changes to the board, and overseeing implementation.
16.4.3 Identify Board of Directors weakness and strength. And make appropriate action for the interest of the company.
16.4.4 review remuneration and membership criteria
