Corporate Governance Definition

The definitions below are based on the Corporate Governance Regulations issued by the Capital Market Authority on 13/2/2017

Corporate Governance Definition
Term Definition      

Ministry

Ministry of Commerce & Investment

Company

Saudi Telecom Company (Joint stock company)

Board

STC Board of Directors

Chairman

Chairman of the Board of Directors

members

Members of the Board of Directors of the Company selected by the shareholders, and in their entirety shall be the Board of Directors

Non-Executive Director

A member of the Board who is not a full-time member of the management team of the Company and does not participate in its daily activities.

Executive Director

a member of the Board who is a full time member of the executive management team of the Company and participates in its daily activities.

Independent Director

A non-executive member of the Board who enjoys complete independence in his/her position and decisions and none of the independence affecting issues stipulated in Article 20 of these Regulations apply to him/her.

External member

A member of one of the Board committees who is not a member of the Board of Directors nor executive management

Executive Management or Senior Executive

Persons responsible for managing the daily operations of the Company, and proposing and executing strategic decisions, such as the Chief Executive Officer (CEO) and his/her delegates and the Chief Financial Officer (CFO).

STC Incorporation Document

STC Incorporation Document, approved by the General Assembly of the Company on 13/7/1438H corresponding to 10/4/2017

Companies Law

the Companies Law issued by Royal Decree No. (M/3) on 28/1/1437H.

Stakeholder

Any person who has an interest in the Company, including employees, creditors, customers, suppliers and the community.

CMA

Capital Market Authority

Tadawul

Saudi Stock Exchange

Shareholders Assembly

An assembly consisting of the shareholders in the Company formed in accordance with the provisions of the Companies Law and the Company’s bylaws.

The Group

When referring to a person, means the person and his affiliates.

Affiliate

A person who controls another person or is controlled by that other person, or who is under common control with that person by a third person. In any of the preceding, control could be direct or indirect.

Substantial Shareholders

Any person who owns (5%) or more of the shares of the Company or voting rights therein.

Cumulative voting

A method of voting for electing Board members that gives each shareholder a voting capacity equivalent to the number of shares he/she owns , and by which the shareholder is entitled to either exercise all of his/her votes towards one nominee or to divide his/her votes towards several nominees without any duplication of such votes.

Controlling Interest

The ability to influence actions or decisions of another person directly, indirectly, individually or collectively with a relative or an affiliate through: (A) owning %30 or more of the voting rights in a company, (B) having the right to appoint %30 or more of the administrative team members.

Administrative Team

A group of individuals who make strategic decisions of the person. The Board is the Company's Administrative Team.

Remunerations

amounts, allowances, dividends and the like, periodic or annual bonuses linked to performance, long or short term incentive plans and any other in-kind benefits except the actual reasonable expenses and fees incurred by the company to enable the Board member to perform his duties.

Day

Calendar day whether a business day or not.

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