| First: Conditions for candidacy for membership in the Board of Directors:
1. Fulfilling the standards contained in the policy and criteria for membership in the Board of Directors approved by the company’s General Assembly. (attached)
2. The nominated member must not be a member of more than five listed joint stock companies at the same time.
Second: Requirements for candidacy for membership in the Board of Directors:
Submit the nomination application within the period specified in the announcement to the Chairman of the Nominations and Remuneration Committee, and all the following documents must be attached to the nomination application:
•Complete and sign the company form. (attached)
•Complete Form No. (1) CV. (attached)
•Complete and sign Form No. (3) issued by the Capital Market Authority to nominate for membership in the Board of Directors. (attached)
•The candidate’s CV, including information about his profession, the primary position he currently holds, and his qualifications and experience in the company’s field of business.
•Attach a statement of the number and date of his membership in the boards of directors of joint-stock companies, and the committees of which he served or continues to serve.
•Attach a statement of the companies or institutions in which he participates in management or ownership and that conduct business similar to the company’s business, and disclose any cases of conflict of interest – in accordance with the procedures established by the Authority – including:
A- The existence of any direct or indirect interest in the business and contracts carried out on behalf of the company.
B- His participation in work that would compete with the company, or compete with it in one of the branches of activity that it practices.
•If the candidate has previously served as a member of the Board of Directors of TAM Development Company, he must attach to the nomination application a statement from the company’s management for the last session in which he served as a member of the Board, including the following information:
1-The number of Board of Directors meetings that took place during each year of the term, the number of meetings that the member attended in person, and the percentage of his attendance to the total number of meetings.
2- The permanent committees in which the member participated, the number of meetings held by each of those committees during each year of the session, the number of meetings he attended and the percentage of his attendance to the total number of meetings.
•A clear copy of the national ID (residency or passport for non-Saudis), including the candidate’s contact numbers.
•All documents and certificates supporting what was stated in the candidacy application in Arabic.
The Remuneration and Nominations Committee will study the applications of the candidates received, noting that voting in the General Assembly of the new session of the Board will be limited to candidates who meet the conditions, controls and standards set forth in this announcement, noting that cumulative voting will be used to elect members of the Board of Directors. |