The Saudi Re governance structure provides the framework which includes the policies, rules, and standards which guide the Company's activities, and ensure protection of the rights and interests of its stakeholders and other shareholders. The policies are aligned with regulations issued by SAMA and CMA. The responsibilities and competencies of the Board and the Executive Management are also spelt out here. The corporate governance also regulates the relationships and communication between the Board, the Executive Management and the shareholders.

12.1 Compliance with laws and regulations

During the year under review, the Company in general complied with laws and regulations applicable in the Kingdom of Saudi Arabia, including the following:

• Laws and regulations issued by Capital Markets Authority (CMA).
• Laws and regulations issued by Saudi Central Bank SAMA, including the Corporate Governance Regulations.
• Zakat and Income Tax Regulations issued by the Zakat and Income Tax Department.
• Labor Law issued by the Ministry of Human Resources and Social Development.
• The Company Law issued by the Ministry of Commerce.

12.2 Compliance With Corporate Governance Regulations

The Company has committed to implementing all the articles of the corporate governance regulations issued by the Capital Market Authority during the year 2021, except for paragraph (b) of Article 93, where the Company has committed to disclose the details of the remuneration of senior executives in total and has not disclosed them in detail in accordance with the schedule specified in Annex (1) of the Corporate Governance Regulations, in order to avoid the harm that may be caused by presenting the details to the interest of the Company and its shareholders, based on paragraph (b) of Article 60 of the rules on the offering of securities and continuing obligations.

12.3 Board of Directors’ Qualifications and experience

Mr Hesham Al-Shaikh

Non-Executive Director

Current positions

• Chairman of the Board, member of the Executive Committee, and Investment Committee
• Chairman of Mekyal Financial Tech
• Board Member of Probitas Holding Company
• Founder & Chairman of the Board of Watan First Institute

Previous positions

• Board Member of Ashmore Saudi Arabia Investments
• Board Member of Saudi Civil Aviation Holding Company
• Board Member of Al Jazira Bank
• Deputy Managing Director of Arab National Bank

Qualifications

• Bachelor’s degree in Business Management, Applied Mathematics and Economics from California University, USA

Experience

• More than 35 years of experience in the banking and investment sectors during which he assumed various leading positions

Mr Mishari Al-Mishari

Non-Executive Director

Current positions

• Vice-Chairman of the Board, Member of the Investment Committee and Nomination and Remuneration Committee
• Board Member of Hana Food Industries Company
• Member of the Boards of several companies in the areas of real-estate development and training and education

Previous positions

• Board Member of Saudi Investment Bank and Saudi Development Fund
• Managing Director of Al Jazira Bank, Saudi Arabia

Qualifications

• Bachelor’s degree in Business Administration from Oregon State University

Experience

• More than 35 years of experience in the banking and financial sectors during which he assumed various leading positions

Mr Ahmed Sabbagh

Non-Executive Director

Current positions

• Member of the Technical Committee, the Nomination and Remuneration Committee

Previous positions

• Member of the Board of Trustees of the Arab Insurance Institute
• Former General Manager and Board Member of the Islamic Insurance Company in Jordan
• President of International Federation of Takaful
• Board Member in the General Council for Islamic Banks and Financial Institutions

Qualifications

• Bachelor’s degree in Business Administration from Beverly Hills University, California

Experience

• More than 45 years of experience in the insurance and reinsurance industry in the Middle East during which he assumed various leading roles
• Published six books about Takaful and Cooperative Insurance in both English and Arabic languages

Mr Jean-Luc Gourgeon

Non-Executive Director

Current positions

• Chairman of the Technical Committee and Member of the Executive Committee
• Board Member of Probitas Holding Company, Bermuda
• Board Member of Probitas Corporate Capital, UK
• CEO of own consulting company JLG Consulting Ltd.

Previous positions

• European General Manager of Everest Re Europe in UK
• CEO, and CUO of Paris Re in France

Qualifications

• Master’s degree with Honors in Mechanic’s Science from Ecole Centrale de Lyon, Claude Bernard University in France, INSA Lyon
• Political Science degree of Instituts d’Etudes Politiques de Paris

Experience

• More than 30 years of experience in the insurance and reinsurance industry

Mr Mohammad Omair Al-Otaibi

Non-Executive Director

Current positions

• Chairman of the Risk Committee and Member of the Nomination and Remuneration Committee
• Vice-Chairman of Abdullah Saad Abo Moati Stationary
• Chairman of Zimeen Digital Marketing
• Board Member of Riyad Bank and a member of the Risk Management Committee and Audit Committee of Riyad Bank
• Member of the Audit Committee of Al Mojel Trading and Contracting Co. (Saudi joint stock non-listed company)

Previous positions

• Chairman of the National Gas and Industrialization Company
• Board Member of several joint stock companies
• Board Member of Al Yamamah Steel Industries

Qualifications

• Master’s degree in Business Administration specializing in Finance from Western Michigan University
• Attended the Advanced Management Program in Harvard University in USA

Experience

• More than 34 years of experience in Banking and Marine Shipping Industry during which he assumed different leading positions

Eng. Hussam Al-Suwailem CAIA, FDP, CFE

Independent Director

Current positions

• Saudi Re Member of the Board of Directors since May 2020
• Saudi Re Member of the nvestment Committee since November 2019

Previous positions

• International investments analyst covering M&A, venture investments and infrastructure project. SALIC (PIF Subsidiary). [2014 – 2016]
• Credit Portfolio Manager. SAMBA Financial Group, National Commercial Bank, Riyad Bank. [2006 – 2014]

Qualifications

• Certified Fraud Examiner (CFE) – Association of Certified Fraud Examiners, 2022, USA
• Chartered Alternative Investment Analyst (CAIA) – CAIA Association, 2020, USA
• Chartered Financial Data Professional (FDP) – FDP Institute, 2019, USA
• Master of Applied Finance, Macquarie University, 2012 – Sydney, Australia
• Bachelor of Electrical Engineering, King Saud University, 2006 – Riyadh, Saudi Arabia.

Experience

• Eng. Hussam’s experience covers various inter-related disciplines such as corporate governance, asset management, modelling, and structuring investment transactions. Those fields bring about the knowledge Hussam technically employs to achieve optimal strategic resources allocation without compromising risk management frameworks and guidelines

Dr Peter Hugger

Independent Director

Current positions

• Member of Risk Committee
• Member of the Audit Committee
• Board Member of MSG Global Solutions Zurich
• Adviser to the Board at Innoveo AG Zurich 

Previous positions

• Chief Executive Officer of Echo Reinsurance Ltd., Zurich
• Senior Executive Vice President of Asia Capital Reinsurance Group Pte Ltd. Singapore

Qualifications

• Doctorate degree in Economics from the University of Konstanz, Germany

Experience

• More than 35 years of experience in the international insurance and reinsurance market

Mr Marc Maupoux

Independent Director

Current positions

• Chairman of the Nomination and Remuneration Committee
• Member of the Technical Committee

Previous positions

• Led the setup of a start-up reinsurance company based in Zurich, Switzerland
• Head of Property, Non Cat & Engineering World Wide-Axis Re, and Consultant

Qualifications

• Actuarial Fellowship from Institut de Science Financiere et d’Assurances (ISFA), France
• Member of the IA (Institut des Actuaires) and of the SAV (Schweizer Aktuar Verein)

Experience

• More than 30 years of experience in international insurance and reinsurance

Mr Fahad Al-Hesni

Executive Director

Current positions

• Managing Director and Chief Executive Officer
• Member of Executive Committee
• Board Member of Probitas Holding Company, Bermuda
• Member of International Insurance Society (IIS)

Previous positions

• Vice President of Property and Casualty in Tawuniya

Qualifications

• Master’s degree in Insurance and Risk Management from City University of London
• Association degree from the Chartered Insurance Institute (CII) in UK

Experience

• More than 25 years of experience in the Insurance and Reinsurance industry

12.4 Committee Members

		Current positions	Previous positions	Qualifications	Experience
	Mr Hisham Al-Akil Independent external member of Audit Committee	Chairman of Audit Committee Chief Financial Officer of Al-Bilad Bank	Positions of banking and insurance supervision in SAMA	Master’s degree in Accounting from the University of Illinois Associate of the American Institute of Certified Public Accountants (CPA) Completed the Strategic Financial Leadership program from Stanford University	More than 20 years of experience in the Banking and Finance sector
	Mr Abdullah Al Farraj Independent external member of Audit Committee	Chief Financial Officer of Human Resources Development Fund	Vice President for Financial Affairs of the Saudi Public Transport Company Chief Financial Officer Saudi Ground services Chief Auditor – National Commercial Bank	Master’s degree in Accounting from the American University in Washington Associate of the American Institute of Certified Public Accountants (CPA) Associate of Saudi Organization for Certified Public Accountants (SOCPA)	More than 20 years of experience in the field of audit reinsurance/ insurance and Finance
	Mr Tariq Zaino Independent external member of Audit Committee	Certified Public Accountant in his firm “Zaino CPA”	GAZT – General Authority of Zakat and Tax LTP Audit Assistant Director, CMA – Capital Market Authority Senior Financial Officer at Appeal Committee Studies in General Secretariat of Committees for the Resolution of Securities Manager in Tax and Zakat Compliance, Ernst & Young	Bachelor’s degree in Accounting Sciences from King Saud University Fellowship certificate from the Saudi Organization for Certified Public Accountants (SOCPA), CME1 and CME2	More than 17 years of experience in Accounting, Audit, Capital Market Violations, Zakat and Tax
	Dr Volker Lauff Independent external member of Risk Committee	Executive Chairman of PRS Capital Solutions	Sales Leader Analytics at Aon Global Risk Consulting	PhD in Mathematics from Auto Von Guericke University, Germany	Over 20 years of experience in the field of insurance and reinsurance

12.5 Executive management

	Mr Fahad Al-Hesni Managing Director – Chief Executive Officer	Mr Fahad Al-Hesni joined Saudi Re as an Executive Board Member in 2011, and he serves as the Managing Director and the Chief Executive Officer, in addition to his membership of the Executive Committee of the Company. Currently he is a Board Member of Probitas Holding Company (Bermuda). He is also a member of the International Insurance Society (IIS). He has more than 25 years of experience in the Insurance and Reinsurance industry during which he assumed various leading positions, last of which was the position of Vice President of Property & Casualty in Tawuniya.  Mr Al-Hesni has a Master’s degree in Insurance and Risk Management from City University of London and an Association degree from the Chartered Insurance Institute (CII) in UK.
	Mr Nilmin Pieries Chief Financial Officer	Mr Pieries joined the Company in 2010 bringing more than 25 years of experience in the fields of accounting, finance, investment, and risk management. He also has worked in various companies in Asia, the Gulf region and the UK, through which he has gained considerable experience in the insurance and reinsurance sector. Moreover, Mr Pieries was awarded a Master’s degree in Business Administration by Nottingham University in the United Kingdom and is an Associate of the Chartered Institute of Management Accountants, (CIMA), UK.
	Mr Abdelfattah Chami Chief Underwriting Officer	Mr Abdelfattah joined Saudi Re in 2018 with over 20 years of experience in the insurance and reinsurance sector during which he held a number of leading positions in the underwriting and reinsurance field. The latest was as Head of Treaty Underwriting at Gulf Re Dubai, U.A.E. Mr Abdelfattah holds a Diploma in Insurance from the German Institute for Economic.
	Mr Ahmed Al-Jabr Chief Operating Officer/ Board Secretary	Mr Al-Jabr joined the Company in 2011 and has experience in the insurance sector of more than 20 years. Mr Al-Jabr assumed different roles within the insurance industry covering areas of human resources, strategy, business development and claims. Mr Al-Jabr holds a Master’s degree in Business Administration from Bradford University in the UK.
	Mr Fadi Al Qutub Chief Investment Officer	Mr Fadi joined Saudi Re in 2019 and previously held several positions in the field of investment and portfolio management for more than 20 years; his recent position was as the General Manager for Investment in Alistithmar Capital. Mr Fadi is a certified financial advisor from the Financial Services Authority in the UK, a certified portfolio manager and a certified wealth manager from the American Academy of Financial Managers. Mr Fadi holds a Bachelor’s degree from the University of Bahrain in Business Management.
	Mr Ahmed Al-Qarishi Chief Risk Officer and Chief Actuary	Mr Ahmed joined the Company in 2014 and has experience that exceeds 14 years, during which he occupied positions in Banking and Insurance supervision within the Saudi Central Bank. Mr Al-Qarishi has a Master’s degree in actuarial science from Ball State. University in USA; in addition, he is a Fellow of the Society of Actuaries in USA (FSA).

12.6 The companies within and outside the Kingdom in which a Board Member is a manager or a member of their current or previous Board

Category	Term	Name	Other joint stock companies of which the Directors are Board Members	Type
Non-Executive Director	Period from 11 May 2020 to 10 May 2023	Mr Hesham Al-Shaikh Chairman of the Board of Directors	Watan First Institute	Limited Company
			Mekyal Financial Tech	Limited Company
			Probitas Holdings (Bermuda) Ltd	Closed Joint Stock Company
			Ashmore Investment KSA (Previous)	Closed Joint Stock Company
			Bank Al-Jazira (Previous)	Joint Stock Company
			Arab National Bank (Previous)	Joint Stock Company
Non-Executive Director	Period from 11 May 2020 to 10 May 2023	Mr Mishari Al-Mishari Vice-Chairman	Doroob for Education and Training Company	Governmental Company
			Hana Water Company	Private Company
			Saudi Investment Bank (Previous)	Joint Stock Company
			Saudi Fund for Development (Previous)	Governmental
			Aloula Real Estate Development Company (Previous)	Closed Joint Stock Company
			Bank Al-Jazira (Previous)	Joint Stock Company
Non-Executive Director	Period from 11 May 2020 to 10 May 2023	Mr Ahmed Sabbagh	Islamic Insurance Company (Jordan) (Previous)	Limited Joint Stock Company
			Tunisia Takaful Insurance Company – Tunisia (Previous)	Joint Stock Company
			Al Aman Takaful Insurance – Beirut (Previous)	Closed Joint Stock Company
			The International Federation of Takaful and Islamic Insurance Companies – Sudan (Previous)	Federation
Non-Executive Director	Period from 11 May 2020 to 10 May 2023	Mr Jean-Luc Gourgeon	JLG Consulting Ltd.	Limited Company
			ARAPL Ile de France	Closed Joint Stock Company
			Probitas Holdings (Bermuda) Ltd.	Closed Joint Stock Company
			Probitas Corporate Capital Limited	Closed Joint Stock Company
			Probitas Holdings UK Ltd.	Closed Joint Stock Company
			Probitas 1492 Services Ltd.	Closed Joint Stock Company
			Probitas Managing Agency Services Ltd.	Closed Joint Stock Company
			Paris Re Holdings Ltd. – France (Previous)	Closed Joint Stock Company
			GTT Company – France (Previous)	Closed Joint Stock Company
			Cunningham Lindsey Group – USA (Previous)	Closed Joint Stock Company
			Paris Diderot University – France (Previous)	Limited Company
			French reinsurance association – France (Previous)	Joint Stock Company
			French reinsurance association – France (Previous)	Governmental
Independent	Period from 11 May 2020 to 10 May 2023	Mr Marc Maupoux	EXIN Re AG, Zurich, Switzerland (Previous)
			Axis Re Zurich, Switzerland (Previous)
Non-Executive Director	Period from 11 May 2020 to 10 May 2023	Mr Mohammad Omair Al-Otaibi	Riyad Bank	Joint Stock Company
			Zimeen Digital Marketing	Limited Liability Company
			Al Mojel Trading and Contraction Co. (Audit Comm Member)	Closed Joint Stock Company
			Abdullah Saad Abo Moati Company	Joint Stock Company
			Al Yamamah Steel Company (Previous)	Joint Stock Company
			National Gas and Industrialization Company (GASCO) (Previous)	Joint Stock Company
			United Arab Company for Float Glass (Previous)	Closed Joint Stock Company
			Middle East Shipment Company – Emirate (Previous)	Limited Company
			NSCSA AMERICA – USA (Previous)	Limited Company
			Bahri Company (Previous)	Joint Stock Company
			National Chemical Carriers Ltd. Co (Previous)	Limited Company
			West of England Insurance Company – Luxembourg (Previous)	Limited Company
			International Shipowners Re (Previous)	Limited Company
			Petradec Company for Gas Trade and Transportation – (Previous)	Limited Company
			ISRE Insurance Company – Luxembourg (Previous)	Limited Company
Independent	Period from 11 May 2020 to 10 May 2023	Eng. Hussam Al-Suwailem
Independent	Period from 11 May 2020 to 10 May 2023	Dr Peter Hugger	Msg global solutions AG – Switzerland	Private Company
			Echo Reinsurance Ltd. – Switzerland (Previous)	Closed Joint Stock Company
			Asia Capital Reinsurance Group Pte Ltd. – Singapore (Previous)	Private Company
			Msg Systems AG – Singapore (Previous)	Private Company
			Gerling Global Re – Singapore (Previous)	Closed Joint Stock Company
Executive Director	Period from 11 May 2020 to 10 May 2023	Mr Fahad Al-Hesni	Probitas Holdings (Bermuda) Ltd.	Closed Joint Stock Company
			Probitas Holdings UK Ltd.	Closed Joint Stock Company
			Probitas 1492 Services Ltd.	Closed Joint Stock Company

12.7 Composition of the Board

The Board of the Directors consists of one Executive Director, three Independent Directors, and five Non-Executive Directors. The details of the composition of the Board are as follows:

Member name	Membership rating (Executive/Non-Executive/Independent)
Mr Hesham Al-Shaikh	Non-Executive
Mr Mishari Al-Mishari	Non-Executive
Mr Mohammad Al-Otaibi	Non-Executive
Mr Ahmed Sabbagh	Non-Executive
Mr Jean-Luc Gourgeon	Non-Executive
Eng. Hussam Al-Suwailem	Independent
Dr Peter Hugger	Independent
Mr Marc Mapoux	Independent
Mr Fahad Al-Hesni	Executive

Procedures to inform Board Members of shareholder suggestions and remarks

The Investor Relations function in Saudi Re has collated and analyzed the suggestions and comments received from the shareholders through the interaction via communication channels or the General Assembly meetings and submitted the findings to the Board of Directors.

12.8 Powers and Responsibilities of Board Committees

Executive Committee:

The General Assembly shall approve, based on proposals by the Board of Directors the rules for the selection of Executive Committee members, the term of their membership and the method of the Committee work. The duties and responsibilities of the Executive Committee are as follows:

• Exercising the full powers and prerogatives of the Board between Board meetings and while the Board is not in session in cases where a quick action or resolution is required or warranted, except that the Committee shall not have the power to act in lieu of the full Board in any matter in respect of which the delegation of powers is prohibited under applicable law, or that requires the approval of the Company’s shareholders, or is specifically assigned to another committee of the Board.
• Reviewing the details of the Company’s business strategy and making recommendations to the Board for approval.
• Reviewing the details of the Company’s work plans and budget and regularly monitoring the progress of the work plan and budget.
• Overseeing the activities of the Chief Executive Officer of the Company.
• Supporting the Chief Executive Officer on an ad hoc basis to address specific needs or requirements. Reviewing alliances, mergers, acquisitions and other strategic agreements and making recommendations to the Board for approval.
• Taking any other action or assuming any other powers and responsibilities that may from time to time be assigned or delegated to it by the Board.
• Reviewing alliance, mergers, acquisition and other strategic agreements and making recommendations to the Board for approval.

Board Member name	Designation	1st meeting held on 28 Jan 2021	2nd meeting held on 15 Mar 2021	3rd meeting held on 3 May 2021	4th meeting held on 12 Aug 2021	5th meeting held on 6 Sep 2021	6th meeting held on 18 Oct 2021	7th meeting held on 8 Nov 2021	8th meeting held on 29 Nov 2021	Total meetings attended in 2021
Mr Hesham Al-Shaikh	Chairman									7
Mr Fahad Al-Hesni	MD/CEO									8
Mr Jean-Luc Gourgeon	Member									8

12.9 Audit Committee

The Board of Directors implement the rules for the selection of Audit Committee members which is approved by the General Assembly, also the scope of their membership and the method of the Committee work.

The duties and responsibilities of the Audit Committee should include the following:

• To supervise the Company’s Internal Audit Department to ensure its effectiveness in executing its activities and duties specified by the Board of Directors.
• To review the internal audit procedures and prepare a written report on such review including its recommendations.
• Reviewing audit plan of internal auditors and external auditors and make any comments thereon.
• Assessing the efficiency, effectiveness and objectivity of work performed by external auditors, Internal Audit Department or Internal Auditor and Compliance Control Department or Compliance Officer.
• Coordinating between internal and external auditors.
• Reviewing the internal and external auditors’ assessment of internal control procedures.
• Reviewing related parties’ transactions.
• Reviewing, approving and monitoring the implementation of compliance plan.
• To supervise the activities of the external auditors and approve any activity beyond the scope of the audit work assigned to them during the performance of their duties.
• To review the external auditor’s comments on the financial statements and follow up on the actions taken.
• Ensuring independence of external auditors from Company, Board Members and Senior Management.
• Discussing the annual and interim quarterly financial statements with external auditors and Company’s Senior Management before issuance thereof.
• To review the interim and annual financial statements prior to presentation to the Board of Directors; and to give opinion and recommendations with respect thereto.
• To review the accounting policies in force and advise the Board of Directors of any recommendation thereto.
• Reviewing internal financial and non-financial controls and risk management system.
• Appointment and dismissal of Head of Internal Audit Department or Internal Auditor and Head of Compliance Control Department or Compliance Officer after obtaining SAMA No Objection, their performance evaluation and remunerations for all respective staff.
• Ensuring independence of Internal Audit Department or Internal Auditor and Compliance Control Department or Compliance Officer in performing tasks, and ensuring there is no restriction on their scope of work or any impediments that might negatively affect their work.
• Reviewing reports of Compliance Control Department or Compliance Officer and Internal Audit Reports and pursue the implementation of the recommended corrective measures and make necessary recommendations to Board.
• Reviewing the comments of SAMA and other relevant supervisory and control entities related to any regulatory violation or corrective actions requested and making recommendations thereon for the Board.
• Following up the reports issued by SAMA, and other relevant supervisory and control entities and making recommendations thereon to the Board.
• Monitoring the activities of Compliance Department and ensuring that Company’s compliance with SAMA, CMA and other laws and regulations.
• Reviewing the actuary reports and making recommendations thereon for the Board.
• Ensuring the Company’s compliance with the actuary’s proposals and recommendations where these are mandatory and required by regulations or SAMA instructions.
• Determining the monthly salary, bonus and other remuneration of the Internal Audit or Compliance Control Department or the Internal Auditor or Compliance Officer in accordance with the Company’s internal by-laws approved by the Board.
• Ensuring the Company has written code of conducts approved by its BOD to ensure that the Company’s activities are conducted in a fair and ethical manner.
• Following up on important lawsuits filed by or against Company and submitting period reports thereon to the Boards.
• Ensuring optimal use and control of information technology necessary to generate reliable information and data is in place.
• Authority to investigate any activity within its terms of reference and have access to any information it may need.
• The report of the audit shall include details of its performance of its competencies and duties stated in the Companies Law and its Implementing Regulations, provided that the report contains its recommendations and opinion on the adequacy of the internal and financial control systems and risk management systems in the Company. The Board shall make available sufficient copies of the Audit Committee’s report at the Company’s head office, and publish them on the Company’s and the Exchange’s websites when publishing the invitation to convene the General Assembly, to enable shareholders to get a copy thereof. Summary of the report shall be read at the General Assembly.
• The Audit Committee shall develop arrangements that enable the Company’s employees to confidentially provide their remarks in respect of any inaccuracies in the financial or other reports. The Audit Committee shall ensure that such arrangements have been put into action through an adequate independent investigation in respect of the error or inaccuracy, and shall adopt appropriate follow-up procedures.

Attendance Record of Audit Committee Meetings During 2021

Board Member name	Designation	1st meeting held on 11 Mar 2021	2nd meeting held on 28 Mar 2021	3rd meeting held on 11 Apr 2021	4th meeting held on 29 Apr 2021	5th meeting held on 11 Aug 2021	6th meeting held on 28 Oct 2021	7th meeting held on 30 Nov 2021	8th meeting held on 21 Dec 2021	Total meetings attended in 2021
Mr Hisham Al-Akil	External Chairman									8
Dr Peter Hugger	Member									8
Mr Abdullah Al Farraj	External Member									7
Mr Tarik Zaino	External Member									8

12.10 Nomination and Remuneration Committee

The General Assembly shall approve, based on proposal by the Board of Directors, the rules for the selection of Nomination and Remuneration Committee members, the term of their membership and the method of the Committee’s work.

The duties and responsibilities of the Nomination and Remuneration Committee should include the following:

Recommending to the Board appointments to membership of the Board and its committees in accordance with the approved policies and standards. The Committee shall ensure that no person who has been previously convicted of any offense affecting honor or honesty is nominated for such membership.

• Preparing a description of the required capabilities and qualifications for the membership of the Board and its committees, including the time that a Board Member should set aside for carrying out the duties of the Board and its committees.
• Setting procedures to be followed if the position of a member of the Board or a Senior Executive becomes vacant.
• Reviewing at least annually the requirement and availability of suitable skills within the membership of the Board and recommending remedies that are in the Company’s best interest.
• Recommending succession planning policies to the Board and committees.
• Reviewing the structure of the Board and its committees and determining their points of weakness and recommending changes where needed. Also providing job descriptions for the Executive, Non-Executive and Independent Directors and the Senior Executive Management.
• Assessing and monitoring the independence of the independent Board and Board committee members at least on an annual basis and ensuring that no conflict of interest exists in the cases where a Board Member also acts as a member of the Board of another company.
• Drawing clear policies regarding the compensation, remunerations and indemnities of the Board (as approved by the General Assembly) its committees, CEO, and Senior Management employees based on their performance in achieving the Company’s strategic objectives and risk adjusted profits.
• Ensuring that an annual review of remuneration and compensation plans for members of Senior Management is conducted independently of Executive Management.
• Making the final recommendations to the Board with regards to selecting members of the Senior Management and/or promoting current employees to Senior Management positions as per SAMA’s Fit and Proper rules.
• Making the final recommendations to the Board with regards to dismissing members of the Senior Management.
• Establishing a succession policy and procedure for the CEO and other key members of Senior Management and monitoring the implementation of the succession plans and process.
• Evaluate the performance of the Board (overall and individual performance) and its committees in a regular basis (at least on an annual basis.
• Overseeing the induction programs and training programs for Board Members.
• Taking any other action or assuming any other powers and responsibilities that may from time to time be assigned or delegated to it by the Board.

Attendance Record of Nomination and Remuneration Committee Meetings During 2021

Board Member name	Designation	1st meeting held on 2 Feb 2021	2nd meeting held on 3 Mar 2021	3rd meeting held on 14 Mar 2021	4th meeting held on 19 Apr 2021	5th meeting held on 1 Jun 2021	6th meeting held on 10 Oct 2021	7th meeting held on 24 Oct 2021	8th meeting held on 31 Oct 2021	9th meeting held on 29 Nov 2021	Total meetings attended in 2021
Mr Marc Maupoux	Chairman										9
Mr Mishari Al-Mishari	Member										7
Mr Mohammad Al-Otaibi	Member										9
Mr Ahmed Sabbagh	Member										9

12.11 Investment Committee

The General Assembly shall approve, based on proposal by the Board of Directors, the rules for the selection of Investment Committee members, the term of their membership, and the method of the Committee’s work.

The duties and responsibilities of the Committee are as follows:

• Ensuring that the Investment Policy Statement (IPS) is prepared in line with the overall business strategy of the Company as well as the regulatory guidelines.
• Obtaining Board approval for the IPS.
• Reviewing and revising the investment strategy on a quarterly basis taking changes in business requirements and market conditions into consideration.
• Appointment and evaluating the performance of Investment and Fund Managers.
• Recommending to the Board, the appointment and removal of Investment Advisor.
• Delegating when required execution of their decisions to a selected subcommittee and/or to the Management Team.
• Deciding the execution strategy for each segment of the investment portfolios, that is, whether the exposure in each segment will be executed via a passive or active management style, will be managed in-house or by external managers via segregated mandates or investment funds.
• Reviewing the decisions made by the Management Team and Investment Advisor(s).
• Reporting to the Board, the performance of the Company’s investments in terms of risk, returns, and allocations and on any major pertinent developments.
• Taking any other action or assuming any other powers and responsibilities that may from time to time be assigned or delegated to it by the Board.

Attendance Record of Investment Committee Meetings During 2021

Board Member name	Designation	1st meeting held on 8 Mar 2021	2nd meeting held on 27 Apr 2021	3rd meeting held on 2 Aug 2021	4th meeting held on 25 Oct 2021	5th meeting held on 16 Nov 2021	6th meeting held on 5 Dec 2021	Total meetings attended in 2021
Mr Hesham Al-Shaikh	Chairman							4
Mr Mishari Al-Mishari	Member							6
Mr Hussam Al-Suwailem	Member							5

12.12 Risk Committee

The General Assembly shall approve, based on proposal by the Board of Directors, the rules for the selection of Risk Management Committee members, the term of their membership and the method of the Committee’s work.

The duties and responsibilities of the Committee are as follows:

• Re-evaluating the Company’s risk appetite, tolerance, and exposure to risk on a regular basis.
• Re-evaluating the Company’s risk management policy consistent with the Company’s commitments to shareholders and regulatory requirements.
• Supervising the implementation of necessary measures to mitigate identified risks.
• Understanding and reviewing the risks associated with the Company’s activities and maintaining an acceptable risk profile for the Company.
• Overseeing the risk management system and assessing its effectiveness, and ensuring infrastructure and resources are in place.
• Evaluation of the adequacy of the risk management function.
• Evaluating risks under certain stress scenarios (e.g. rating downgrade, capital issues, regulatory breaches/ fines etc).
• Reviewing, and evaluating Business Continuity Plan Framework and Policy.
• Reviewing and obtaining Board approval for the following cybersecurity governance documentation:

  I. Cybersecurity Committee Charter.

  II. Cybersecurity Governance Framework

  III. Cybersecurity strategy

  IV. Cybersecurity policy

• Ensuring the cybersecurity risks of the Company is well managed.
• Reviewing catastrophic exposure limit.
• Review threshold limits of business portfolios.
• Reviewing capital adequacy and solvency of the Company.
• Reviewing ALM processes and activities on a regular basis.
• Review on regular basis regulatory, compliance and AML risks.
• Reviewing periodic reports from Risk Management Department, such as Quarterly Risk Management reports.
• Taking any other action or assuming any other powers and responsibilities that may from time to time be assigned or delegated to it by the Board.
• The Committee shall have the authority to obtain advice and assistance from internal or external legal, actuarial, accounting or other advisors and to approve the fees and other retention terms related to any such external counsel, consultants and advisors.

Attendance Record of Risk Committee Meetings During 2021

Board Member name	Designation	1st meeting held on 10 Mar 2021	2nd meeting held on 28 Apr 2021	3rd meeting held on 4 Aug 2021	4th meeting held on 27 Oct 2021	5th meeting held on 1 Dec 2021	Total meetings attended in 2021
Mr Mohammad Al-Otaibi	Chairman						5
Dr Peter Hugger	Member						5
Dr Volker Lauff	External Member						5

12.13 Technical Committee

The General Assembly shall approve, based on proposal by the Board of Directors, the rules for the selection of Technical Committee members, the term of their membership and the method of the Committee work.

The duties and responsibilities of the Technical Committee should include the following:

• Reviewing Underwriting policies and guidelines.
• Reviewing pricing methodologies and tools used to price/rate risks.
• Reviewing the Underwriting performance quarterly.
• Reviewing the claims activities quarterly.
• Reviewing the Business Plan assumptions annually and recommending the Underwriting Business Plans to the Board.
• Recommending for Board approval new Lines of Business.
• Reviewing and Recommending for Board approval the territories in which company should or should not write business from.
• Defining the Company’s retrocession structure and recommending for Board approval including the Retro cost.
• Ensuring that the securities of the Retro Panel are within the regulatory requirements and any changes are evaluated and necessary actions taken.
• Re-evaluating the Company’s retrocession structure on a regular basis.
• Taking any other action or assuming any other powers and responsibilities that may from time to time be assigned or delegated to it by the Board.

The Committee shall have the authority to obtain advice and assistance from internal or external legal, accounting or other advisors and to approve the fees and other retention.

Attendance Record of Technical Committee Meetings During 2021

Board Member name	Designation	1st meeting held on 9 Mar 2021	2nd meeting held on 27 Apr 2021	3rd meeting held on 8 Jun 2021	4th meeting held on 4 Aug 2021	5th meeting held on 26 Oct 2021	6th meeting held on 6 Dec 2021	Total meetings attended in 2021
Mr Jean-Luc Gourgeon	Chairman							6
Mr Marc Maupoux	Member							6
Mr Ahmed Sabbagh	Member							6

12.14 Responsibilities of Board of Directors

The important functions of the Board are as follows:

• Providing strategic guidance to the Company, including setting objectives and formulating strategic plans.
• Supervising the implementation of strategic plans and major transactions and determining the most appropriate capital structure for the Company, its strategies and financial objectives, and approving all kinds of estimated budgets;
• Approving key policies and procedures and regularly reviewing and updating them.
• Establishing and monitoring the Company’s internal control system and ensuring its adequacy and effectiveness.
• Establishing and monitoring a risk management system, where risks are assessed, managed, and monitored on a continuous basis.
• Selecting and changing (if needed) executives in key positions, and ensuring that the Company has an appropriate replacement policy for their replacement by an appropriate alternative with the necessary skills and eligibility for the office.
• Supervising Senior Management and monitoring the Company’s performance against the performance objectives set by the Board.
• Ensuring the integrity of the Company’s accounting and financial reporting system and the appropriateness of its disclosure process.
• Ensuring that the interests of the policyholders are being protected at all times.
• Promoting higher standards of corporate governance and ensuring compliance with applicable laws and regulations at all times.
• Promoting a culture of good corporate governance and high ethical standards
• Granting Audit Committee the appropriate level of authority to investigate any matter within its mandate and shall ensure that the internal audit function is autonomous and is granted full access to all the information it needs to conduct its activities. In addition, the Board should take all necessary measures to ensure the responsiveness of Senior Management to internal auditors’ queries and recommendations.
• The Board shall, based upon a proposal from the Audit Committee, develop the necessary policies and procedures to be followed by stakeholders when submitting complaints or reporting any violations, facilitating the method by which stakeholders (including company employees) report to the Board conducts and practices of the Executive Management’s that violate applicable laws, regulations and rules or raising doubts as to the financial statements or the internal audit controls or others, whether such conducts or practices are against them or not, and conducting the necessary investigation in that regard; also maintaining the confidentiality of reporting procedures through facilitating direct contact with an independent member of the Audit Committee or other specialized committees; appointing an employee to receive and address complaints or reports sent by stakeholders; dedicating a telephone number or an email address for receiving complaints; and providing the necessary protection to the stakeholders.

Attendance Record of Board Meetings During 2021

Board Member name	Designation	1st meeting held on 15 Mar 2021	2nd meeting held on 30 Mar 2021	3rd meeting held on 3 May 2021	4th meeting held on 12 Aug 2021	5th meeting held on 1 Nov 2021	6th meeting held on 14 Nov 2021	7th meeting held on 6 Dec 2021	8th meeting held on 12 Dec 2021	Total meetings attended in 2021
Mr Hesham Al-Shaikh	Chairman									6
Mr Mishari Al-Mishari	Vice Chairman									7
Mr Fahad Al-Hesni	MD/CEO									8
Mr Ahmed Sabbagh	Member									8
Mr Mohammad Al-Otaibi	Member									8
Mr Jean-Luc Gourgeon	Member									8
Mr Marc Maupoux	Member									8
Dr Peter Hugger	Member									8
Mr Hussam Al-Suwailem	Member									7

Board Effectives Evaluation

The Board and Committees undergo regular performance assessment using tools and forms approved by the Nomination and Remuneration Committee. During 2021, the Board appointed Board Directors Institute (BDI GCC) as an independent and specialized entity for conducting an external evaluation of the Board effectiveness and identify means to improve the Board dynamics.

12.15 Remuneration of Board Members and Executive Management

Board Members and Committee Members Remuneration

The General Assembly has approved on 21 July 2021 an amended remuneration policy for the Board and members of committees and Executive Management. According to the policy, each member is entitled to SR 5,000 for each attended meeting of the Board and any Board committee meeting. The Company’s Board Directors are entitled to a minimum amount of SR 200,000 as an annual remuneration against Board directorship and contribution to Board business. The Chairman of the Board is entitled to a minimum amount of SR 300,000 per year. Each Non-Board Member is entitled to an amount of SR 5,000 as an attendance fee per meeting per committee and is entitled to a lump sum of SR 100,000 per year as a remuneration for contribution to the Committee functions. The Chairman of the Audit Committee is also entitled to an amount of SR 120,000. The remunerations of the members of the Board of Directors and its committees are presented to the Company's General Assembly for approval.

(SR ’000)	BOD Members (Executives)	BOD Members (Non-Executive and Independent)	Five Top Executives including CEO and CFO
Salaries and benefits	–	–	8,785
Annual compensation	280	2,365	2,407
Meeting fees and expenses	80	990	–
Consultancy fees	–	187	–
Benefits in kind granted monthly or yearly	–	–	–
Total	360	3,542	11,192

Board Member name		BOD meetings SR	EXCOM meetings SR	INVST COM meetings SR	TC COM meetings SR	Audit COM meetings SR	RMC meetings SR	N&R COM meetings SR	Total meetings fees SR	BOD Remuneration SR	Total amount to be paid SR
Mr Hesham Al-Shaikh	Chairman	30,000	35,000	20,000	–	–	–		85,000	300,000	385,000
Mr Fahad Al-Hesni	CEO/MD	40,000	40,000		–	–	–	–	80,000	200,000	280,000
Mr Mishari Al-Mishari	Director	35,000		30,000	–	–	–	35,000	100,000	200,000	300,000
Mr Ahmed Sabbagh	Director	40,000	–	–	30,000	–	–	45,000	115,000	200,000	315,000
Mr Jean-Luc Gourgeon	Director	40,000	40,000	–	30,000	–	–		110,000	200,000	310,000
Mr Mohammad Al-Otaibi	Director	40,000	–	–	–	–	25,000	45,000	110,000	200,000	310,000
Mr Marc Maupoux	Director	40,000	–	–	30,000	–	–	45,000	115,000	200,000	315,000
Dr Peter Hugger	Director	40,000	–	–	–	40,000	25,000	–	105,000	200,000	305,000
Mr Hussam Al-Suwailem	Director	35,000	–	25,000	–	–	–	–	60,000	200,000	260,000

External Committee Member

External Committee member		Audit Committee meetings SR	Risk Committee SR	Total meetings fees SR	Remuneration SR	Total amount due SR
Mr Hisham Al-Akil	External Chairman Audit	40,000	–		120,000	160,000
Dr Volker Lauff	External Member Risk Committee		25,000		100,000	125,000
Mr Abdullah Al-Farraj	External Member Audit	35,000	–		100,000	135,000
Mr Tarik Zaino	External Member Audit	40,000	–		100,000	140,000

12.16 Sanctions, Penalties, Precautionary Restrictions, Imposed by Regulatory Authorities

Sanction/Penalty/ Precautionary procedure/ Preventive measure	Reasons for violation	Imposing authority	Measures undertaken to remedy and avoid such non-compliance in the future
Violation of the control and supervisory instructions	Not disclosing the violation in the 2020 Directors report as per SAMA’s instructions	Saudi Central Bank	Disclosing the penalties as per SAMA instructions in the future

Subject of the penalty	2021		2020
	Number of resolutions	Sum total for the penalty in SR	Number of resolutions	Sum total for the penalty in SR
Violation of Saudi Central Bank’s supervisory and control instructions*	1	0	1	0
Violation of Saudi Central Bank’s customer protection instructions	0	0	0	0
Violation of Saudi Central Bank’s instructions on AML and CTF	0	0	0	0

* Reason:

Non-compliance with Saudi Central Bank’s supervisory and control instructions in the Annual Report 2020 in relation to violations classification and disclosure format as per specified in circular number 41047960 dated 10/07/1441 H. It will be taken into account to avoid it happening

12.17 Results of the annual review of effectiveness of internal control procedures of the Company and the opinion of the Audit Committee with respect to adequacy of Company's internal control system

The internal control system intends to ensure that control and monitoring tools are in place to ensure, at a reasonable level, the soundness of financial report and mitigation of risk. The results of annual audit conducted by the internal auditor have not revealed any material deficiency or weakness on the Company’s internal control system.

The Audit Committee confirms that there was no conflict between the Audit Committee recommendations and the Board’s resolutions.

General Assembly Meetings held during the year under review and attendance at the meeting

		Attendance record
	Name	Ordinary General Assembly Meeting 4 May 2021 – 22/09/1442	Extraordinary General Assembly Meeting 14 July 2021 – 04/12/1442
(1)	Mr Hesham Al-Shaikh (Chairman)
(2)	Mr Mishari Al-Mishari (Vice-Chairman)
(3)	Mr Fahad Al-Hesni
(4)	Mr Mohammad Al-Otaibi
(5)	Mr Ahmed Sabbagh
(6)	Mr Jean-Luc Gourgeon
(7)	Mr Hussam Al-Suwailem
(8)	Dr Peter Hugger
(9)	Mr Marc Maupoux

12.18 The Company’s significant plans, decisions, and future expectations

• Approval of the Annual Financial Statement ending 31 December 2020, and Quarterly Financial Statements ending 31 March 2021, 30 June 2021, and 30 September 2021 including Technical Reserves.
• Approval to appoint SHMA Consulting as the Appointed Actuary for the Financial year 2021.
• Approval on the Audit Committee recommendation to appoint PKF Al-Bassam and Co. (Allied Accountants) and KPMG Al Fozan & Al Sadhan to audit the Company’s financial statements for the 2nd, 3rd QTR and annual of the fiscal year of 2021 and the 1st QTR of year 2022 and determine their fees.
• Approval and recommendation to the Extraordinary General Assembly to increase the capital to SR 891 million via granting of bonus shares.
• Approval and recommendation to the Extraordinary General Assembly of the amendment of the Article of Association.
• Approval and recommendation to the Extraordinary General Assembly the Remuneration and Compensation Policy of the Board Members, Committees Members and Executive Management.
• Approval of the non-life retrocession program for 2021/22 and life retrocession program for 2022.
• Approval to renew the provision of Reinsurance cover to Probitas Corporate Capital Ltd. for its participation in Lloyds Syndicate 1492 for the Year of Account 2022.
• Approval of submission to SAMA of IFRS 17 Implementation project’s Phase 3 completion deliverables and Phase 4 first dry run.
• Approval of Saudi Re Strategy Towards 2026 and the 2022 Business Plan and Budgets.
• Approval of charters and policies including Board committee charters, Investment Policy Statement, Sustainability and Social Responsibility Policy, Anti-Fraud Policy and Strategy, Cybersecurity Policy, Strategy, Governance Framework and Business Continuity Plan.

12.19 Details of Affiliate Company

Affiliate name	Capital	Company’s ownership percentage	Main scope of business	Country of operation	Country of incorporation
Probitas Holding Ltd.	4.508.982 USD	49.9	Insurance	United Kingdom	Bermuda

Interest in a class of voting shares held by persons (other than the Company’s Directors, Senior Executives and their relatives) who have notified the Company of their holdings pursuant to Article (45) of the Listing Rules, along with any change to such rights during the last fiscal year.

		Beginning of the year				End of the year
	Names of the persons of interest	Number of shares	Percentage of shares	Debt instruments		Number of shares	Percentage of shares	Debt instruments	Net change	Change ratio
(1)	Ahmad Hamad Algosabi & Bros. Company	4,050,000	5	0		4,455,000	5	0		%

Details of any interest, contractual securities or rights issue of the Board members, Senior Executives and their relatives on the shares or debt instruments of the Company or its affiliates, and any change on such interest or rights during the last fiscal year.

		Beginning of the year				End of the year
	Names of the persons of interest	Number of shares	Percentage of shares	Debt instruments		Number of shares	Percentage of shares	Debt instruments	Net change	Change ratio
(1)	Mr Hesham Al-Shaikh (Chairman)	8,100	0.0100000	0		8,910	0.0100000	0		%
(2)	Mr Mishari Al-Mishari (Vice-Chairman)	4,050	0.0050000	0		4,455	0.0050000	0		%
(3)	Mr Fahad Al-Hesni (MD/CEO)	50,000	0.0617283	0		55,000	0.0617283	0		%
(4)	Mr Ahmed Sabbagh (Board Member)	324,000	0.4000000	0		356,400	0.4000000	0		%
(5)	Mr Mohammad Al-Otaibi (Board Member)	0	0	0		0	0	0		%
(6)	Mr Jean-Luc Gourgeon (Board Member)	0	0	0		0	0	0		%
(7)	Eng. Hussam Al-Suwailem (Board Member)	0	0	0		0	0	0		%
(8)	Dr Peter Hugger (Board Member)	0	0	0		0	0	0		%
(9)	Mr Marc Maupoux (Board Member)	0	0	0		0	0	0		%

Interest, contractual securities or rights issue of the Board Members, Senior Executives and their relatives on the shares or debt instruments of the Company or its affiliates, and any change on such interest or rights during the last fiscal year.

		Beginning of the year				End of the year
	Names of the persons of interest	Number of shares	Percentage of shares	Debt instruments		Number of shares	Percentage of shares	Debt instruments	Net change	Change ratio
(1)	Mr Fahad Al-Hesni (MD/CEO)	50,000	0.0617283	0		55,000	0.0617283	0		%
(2)	Mr Ahmad Al-Jabr (Chief Operating Officer)	0	0	0		0	0	0		%
(3)	Mr Nilmin Pieries (Chief Financial Officer)	0	0	0		0	0	0		%
(4)	Mr Fadi Al-Quttub (Chief Investment Officer)	0	0	0		0	0	0		%
(5)	Mr Abdel Fattah Chami (Chief Underwriting Officer)	0	0	0		0	0	0		%
(6)	Mr Ahmad Al-Quarishi (Chief Risk Officer and Chief Actuary)	0	0	0		0	0	0		%

Information on any loans:

S	Creditor’s name	Amount of principal debt	Loan term	Amounts paid by the Company in repayments of loans during the year	Remaining amount	Total indebtedness of company and its affiliates
(1)	Arqaam capital	56,797,019	Open ended with Annual Renewal	432,140	56,797,019	56,797,019

Declaration

The Company did not have any of the following in the year under review

• It has no convertible debt instruments, contractual securities, preemptive right or similar rights issued or granted by the Company during the financial year ended 31 December 2021.
• There have not been any conversion or subscription rights under any convertible debt instruments, contractually based securities, warrants or similar rights issued or granted by the Company during 2021.
• There have not been any, redemption, purchase or cancellation by the Company of any redeemable debt instruments and the value of such securities outstanding.
• During 2021, there have not been any arrangement or agreement under which a Director or a Senior Executive of the Company has waived any remuneration.
• During 2021, there is no any business or contract to which the Company is a party and in which a Director of the Company, a Senior Executive or any person related to any of them is or was interested, other than the contracts mentioned in the item 12.21 here below.

The Company further declares that:

• Proper books of account have been maintained
• The system of internal control is sound in design and has been effectively implemented
• There are no significant doubts concerning the Company’s ability to continue its activity.

12.20 The Company’s requests of shareholders registry, dates and reasons thereof

Number of the Company’s requests of shareholders registry	Request date	Request reasons
(1)	24 January 2021	To comply with Article number 38 of the Implementing Regulations of the Cooperative Insurance Companies Control Law and to calculate the differences in the shareholder right
(2)	31 January 2021	To comply with Article number 38 of the Implementing Regulations of the Cooperative Insurance Companies Control Law and to calculate the differences in the shareholder right
(3)	28 February 2021	To comply with Article number 38 of the Implementing Regulations of the Cooperative Insurance Companies Control Law and to calculate the differences in the shareholder right
(4)	18 April 2021	To comply with Article number 38 of the Implementing Regulations of the Cooperative Insurance Companies Control Law and to calculate the differences in the shareholder right and to prepare for the Ordinary General Assembly Meeting convened on 4 May 2020
(5)	28 April 2021	To comply with Article number 38 of the Implementing Regulations of the Cooperative Insurance Companies Control Law and to calculate the differences in the shareholder right
(6)	26 May 2021	To comply with Article number 38 of the Implementing Regulations of the Cooperative Insurance Companies Control Law and to calculate the differences in the shareholder right
(7)	27 June 2021	To comply with Article number 38 of the Implementing Regulations of the Cooperative Insurance Companies Control Law and to calculate the differences in the shareholder right
(8)	7 July 2021	To comply with Article number 38 of the Implementing Regulations of the Cooperative Insurance Companies Control Law and to calculate the differences in the shareholder right and to prepare for the Extraordinary General Assembly Meeting convened on 14 July 2021
(9)	25 July 2021	To comply with Article number 38 of the Implementing Regulations of the Cooperative Insurance Companies Control Law and to calculate the differences in the shareholder right
(10)	30 August 2021	To comply with Article number 38 of the Implementing Regulations of the Cooperative Insurance Companies Control Law and to calculate the differences in the shareholder right
(11)	30 September 2021	To comply with Article number 38 of the Implementing Regulations of the Cooperative Insurance Companies Control Law and to calculate the differences in the shareholder right
(12)	1 November 2021	To comply with Article number 38 of the Implementing Regulations of the Cooperative Insurance Companies Control Law and to calculate the differences in the shareholder right
(13)	28 November 2021	To comply with Article number 38 of the Implementing Regulations of the Cooperative Insurance Companies Control Law and to calculate the differences in the shareholder right

12.21 Transactions between the Company and related parties

1. Reinsurance contracts for one year with Probitas Corporate Capital Ltd, which is owned by Probitas Holding (Bermuda) Limited, and has an indirect interest for the Chairman of the Board of Directors Mr Hisham Abdulmalik Al-Shaikh, MD/CEO Mr Fahad Al-Hesni and Board Member Mr Jean-Luc Gourgeon for their membership in the Board of Directors of the parent company Probitas Holding (Bermuda) Ltd. Also, there is an indirect interest for Board Member Mr Jean-Luc Gourgeon for his membership in the Board of Directors of Probitas Corporate Capital Ltd, noting that the value of transactions during 2021 is estimated at SR 193,797,392 with no preferential conditions.
2. A consultancy services contract for one year with the Board Member Mr Jean-Luc Gourgeon, who has a direct interest, with a contract value of SR 186,957and no preferential conditions during 2021.

During 2021 there have not been:

• Any arrangement or agreement under which a Director or a Senior Executive of the Company has waived any remuneration.
• Any arrangement or agreement under which a shareholder of the Company has waived any rights to dividends.

Investments or reserves for the benefit of employees

The Company has not made any investments or reserves for the benefit of its employees.

The external auditor’s report does not contain any reservations on the financial statements, nor has the Board made any recommendation to replace the auditor before the end of the term.