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Corporate Governance
Corporate Governance Defintion Principles
1. The Mission of the Board 2. Board Membership Criteria 3. Selecting,Inviting and Orienting New Directors 4. Chairman?s roles, responsibilities and separation of Chairman/CEO roles. 5. Board size 6. Definition of Independence 7. Proportion of independent Directors 8. Conflicts of Interest 9. Commitment/Changes in Job Responsibility 10. Election Term/Term Limit/Mandatory Retirement 11. Evaluating Board performance 12. Board Compensation Review 13. Board's Interaction with Institutional Investors 14. Board Meetings and Agenda 15. Board Information Flow, Materials and Presentations 16. Number, Structure and Independence of Committee 17. Committee Meeting Frequency, Length and Agenda 18. Assignment and Rotation of Committee Members 19- FORMAL EVALUATION OF THE CHIEF EXECUTIVE 20. Executive Compensation 21. Succession Planning/Management Development 22. Outside Consultancy 23. Contents of Disclosure 24. Disclosure Regarding Compensation and Director Assessment 25. Disclosure Regarding Corporate Governance 26. Accuracy of Disclosure/Internal Control 27. Shareholder Voting Practices 28. Shareholder Voting Powers 29. Shareholder Meetings/Proxy 30. Merger and acquisition 31. The Role of Stakeholders
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STC » Landing » Corporate Governance » Principles » 5. Board size
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Board-Size
Board Size

Important Note :


This principle is still under review as the second part of it stated underneath needs thorough analysis to the kingdom environment beside the limited associated experiences available up to now.

It should be noted that the word “independence” appeared in more than one principle and left as it is but the second part of it shall be reviewed later at the study completion if needed.
 
The purpose of the independence principle is to help the members to take their decisions without economical or personal conflicts of interests. These conflicts shall exist unless the following independence rules are available even if the rules do not practically influence their decisions:
 
6.1 the member shall not be one of the company employees or has left the company shortly.
 
6.2 the member shall have no relation with the company or its management or any other relation through the existence of significant economical or close family relation.
 
6.3 the member shall have no businessx relation with the company supplier , customer or affiliating company, competitor or non-profitable establishment receiving donation from the company.

There are two parts for the independence item. The study focus on the second part:

1- The independence regarding the relation of the member with the company, its management and its concerned parties such as the suppliers, customers, competitors. This part is generally approved in the company CG principles and also in the ideal practices.

2- Independence regarding the relation of the member with the controlling shareholders. This is applied more to the developing markets and more associated with the interests of the minority shareholders.

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