The corporate governance rules for the Canadian General Medical Center Complex were set by the General Assembly of Shareholders as the first initiative in 2020.
The Canadian General Medical Center Complex Company has prepared its governance guide in accordance with the generally accepted standards of sound governance regulations and the leading accepted guidelines within the applicable legislative framework in the Kingdom of Saudi Arabia.
In particular, it based its texts on the following:
1- The regulations and rules of the Capital Market Authority in the Kingdom of Saudi Arabia, and in particular the Corporate Governance Regulations issued by the Authority.
2- Saudi Companies Law.
3- Resolutions issued by the shareholders’ general assembly meetings.
The Board of Directors sets corporate governance rules for the company in a manner that does not conflict with the mandatory provisions in the corporate governance regulations issued by the Authority, and it must monitor their application, verify their effectiveness, and amend them when needed. In this regard, the Board of Directors must do the following:
1- Verify the company’s compliance with these rules.
2- Review and update the rules in accordance with the regulatory requirements and best practices.
3- Review and develop the code of professional conduct that represents the company’s values, and other internal policies and procedures to meet the company’s needs and in line with best practices.
4- Always inform the members of the Board of Directors of developments in the field of corporate governance and best practices, or delegate this to the Audit Committee or any other committee or department in a manner that does not conflict with the relevant regulations.
The Audit Committee:
The Audit Committee was formed in accordance with Article (54) of the Corporate Governance Regulations issued by the Capital Market Authority, and the Transformative General Assembly, in its meeting held on 13/05/1442 AH (corresponding to December 28, 2020 AD), agreed to form an audit committee and define its tasks, work controls and remunerations for its members. . The Audit Committee is responsible for monitoring the company’s business and verifying the integrity and integrity of its reports, financial statements and internal control systems. The tasks of the Committee are as follows:
-Studying the preliminary and annual financial statements before presenting them to the Board of Directors and expressing an opinion and recommendation in this regard.
-Studying the accounting policies followed in the company and expressing an opinion and recommendation to the Board of Directors in this regard.
-Studying and reviewing the internal and financial control systems and risk management in the company and supervising the internal audit department to verify their effectiveness.
-Recommending to the Board of Directors to appoint chartered accountants after ensuring their independence and determining their fees.
– Follow up on the work of chartered accountants, and approve any work outside the scope of the audit work they are assigned to do while they perform the audit work.
-Studying the audit plan with the chartered accountant and giving the committee’s observations thereon.
– Studying the chartered accountant notes on the financial statements and following up on what has been done about them.
The following table shows the members of the Audit Committee:
|Ibrahim N. AL Naeem||Head of the audit committee||Non-executive/independent|
|Mohammed R. Ahmed||Member of the audit committee||Non-executive/independent|
|Ibrahim S. Abdullah||Member of the audit committee||Non-executive/independent|
Nominations and Remunerations Committee:
The company formed the Nominations and Remunerations Committee based on the Board of Directors’ decision dated 02/21/2021, whose tasks and responsibilities are summarized as follows:
1- Supervising and recommending to the Board of Directors the nomination for membership of the Board in accordance with the approved policies and standards.
2- Review the structure of the Board of Directors and the Executive Management and make recommendations regarding changes that can be made.
3- Ensure on an annual basis the independence of the independent members, and the absence of any conflict of interest.
4- Develop clear policies for the compensation and remuneration of members of the Board of Directors, sub-committees and senior executives, and review them periodically.
5- Preparing annual reports showing what the executive management received during the year and including this in the annual report.
The following table shows the members of the Nomination and Remuneration Committee:
|Khalid M. AL Ammar||Chairman of the Nominations and Remunerations Committee||Non-executive/Non-independent|
|Hamed M. Al Dowile||Member of the Nominations and Remunerations Committee||Non-executive/independent|
|Mohammed R. Ahmed||Member of the Nominations and Remunerations Committee||Non-executive/independent|
Approval of the registration of the shares of the Canadian General Medical Center Complex Company for the purpose of direct listing in the parallel market
The Capital Market Authority (the “Authority”) announces the issuance of the Authority’s Board of Directors’ decision dated 11/18/1442 AH corresponding to 06/28/2021 CE, approving the request of the Canadian General Medical Center Complex “the Company” to register its shares for the purpose of direct listing in the parallel market. Trading of these shares will be limited to the categories of qualified investors as stipulated in the Glossary of Terms Used in the Regulations and Rules of the Capital Market Authority, and the registration document will be published sufficiently in advance of the listing date.
Qualified investors wishing to purchase listed shares must investigate and study the information disclosed in the registration document. In the event that the contents of the registration document cannot be understood, it is preferable to consult a licensed financial advisor before making any investment decision.
The approval of the Authority on the application should not be seen as an endorsement of the feasibility of investing in the shares of the concerned company, as the Authority’s decision to approve the application means that the legal requirements have been complied with according to the Capital Market Law and its implementing regulations.
The Authority’s approval of the application is considered valid for a period of (6) months from the date of the Authority’s Board decision, and the approval is considered canceled if the company’s shares are not fully listed during this period.
Saudi Exchange announces the listing and trading shares of “Canadian Medical Center Co.” on Nomu – Parallel Market on Monday 02/08/2021, as a direct listing with the symbol 9518 and ISIN Code SA15BG54KN10, with +/- 30% daily price fluctuation limits and +/- 10% static price fluctuation limits.