11. Governance

Saudi Re’s governance structure provides a 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 Company’s governance structure also regulates the relationships and communication between the Board, the Executive Management and the shareholders. Saudi Re’s policies are aligned with regulations issued by SAMA and CMA and in compliance with national laws and regulations as outlined below. This section also outlines the responsibilities and competencies of the Board, its Committees, and the Executive Management.

The Company has committed to implementing all the articles of the corporate governance regulations issued by the Capital Market Authority during the year 2023, 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.

11.1 Compliance with laws and regulations

During the year under review, in general, the Company 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 Insurance Authority, 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.

11.2 Board of Directors

The Company is managed by a Board of Directors consisting of 11 members who are appointed by the shareholders in the Ordinary General Assembly for a period of three years from 11 May 2020 to 10 May 2023.

The election of the members of the Board was approved by the shareholders in the Ordinary General Assembly on 11 May 2023. 

11.3 Members of the Board of Directors from 2020 to 2023

11.4 Members of the Board of Directors from 2023 to 2026

11.5 Committee Members from outside the Board of Directors

11.6 Executive Management

11.7 Companies within and outside the Kingdom in which a Board member is a manager or a member of their current or previous Board

Members of the Board of Directors from 2020 to 2023

Non-Executive Director

Independent Director

Executive Director

Members of the Board of Directors from 2023 to 2026

Non-Executive Director

Independent Director

Executive Director

11.8 Procedures to inform Board Members of shareholders' suggestions and remarks

Saudi Re’s expert and professional Investor Relations function collates and analyzes suggestions and comments received from shareholders through communication channels or General Assembly Meetings and submits findings to the Board of Directors. For more information on the Company’s Investor Relations function and transparent engagement with stakeholders, please refer to the corporate governance section of the ESG report, on page 52.

11.9 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.

* Membership Started 22 June 2023

** Membership has ended 10 May 2023

*** Membership has ended 10 July 2023

(*) Membership started 22 June 2023

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 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.

*Membership started 11 May 2023

**Membership has ended 10 May 2023

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).
• 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.
• Reporting to the Board, the performance of the Company’s investments in terms of risk, returns, and allocations and on any major pertinent developments.

Mr Abdullatif Al-Fozan became an external member of the Investment Committee on November 2022 by approval from the Saudi Central Bank “SAMA”.

Investment Committee

*Membership started 11 May 2023

**Membership has ended 10 May 2023

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:
  1. Cybersecurity Committee Charter
  2. Cybersecurity Governance Framework
  3. Cybersecurity Strategy
  4. 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.

Risk Committee

*Membership started 11 May 2023

**Membership has ended 11 May 2023

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 terms related to any such external counsel, consultants and advisors.

*Membership started 14 May 2023

**Membership has ended 10 May 2023

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.

*Membership started 11 May 2023

**Membership has ended 10 May 2023

Responsibilities of the 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, regulation’s 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.

11.10 Saudi Re BOD meetings attendance 2023*

*Membership started 11 May 2023

**Membership has ended 10 May 2023

11.11 Attendance record of General Assembly Meetings during 2023

* Mr Abdullatif Al-Fozan and Turki Al-Sudairy has been elected as Board Members on 2 February 2023 corresponding to 09/06/1444 H.

11.12 Performance of the Board and its committees

Board effectiveness evaluation

The Board and committees undergo regular performance assessment using tools and forms approved by the Nomination and Remuneration Committee.

The Board made several decisions to adopt changes in its policies and procedures, in addition to introducing new programs and systems that will strengthen its governance.

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

The Company’s 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 resolutions.

11.13 Remuneration of Board Members and Executive Management

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.

11.14 Details of the Company's social contributions

Sanctions, penalties, precautionary restrictions imposed by regulatory authorities

*Delay in submitting financial reporting templates for the pilot operation related to the fourth phase of the transition plan to the International Financial Reporting Standards (IFRS I7).

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

• Approval of the Annual Financial statement ending 31 December 2022, and Quarterly Financial Statements ending 31 March, 2023, 30 June 2023 and 30 September 2023 including technical reserves.
• Approval of the Annual Financial Statements of Saudi Re Labuan Branch for the Financial Year ending 31 December 2022.
• Approval of Appointment of External Auditor.
• Approval of Agenda of General Assembly Meeting to be held on 11 May 2023.
• Approval of Appointment of Chair, Vice Chair, MD, Sub Committees Chair and Members, Company Representative to CMA & Tadawul, Secretary to the Board and Saudi Re epresentatives to Probitas Holding, Bermuda Ltd. and Subsidiaries.
• Resolution of the Board “Not Proceeding” with the process of raising the capital through rights Issue offering.
• Approval of entering into a non-binding memorandum of understanding with the PIF.
• Approval of Aviva’s revised Non-Binding offer, and authorizing the Chairman or Vice Chairman to sign the response letter.
• Approval of resignation of MD/CEO from Executive Committee and Jean-Luc Gourgeon Appointment to Executive Committee
• Approval of Retrocession Appropriateness Report submitted by the Appointed Actuary.
• Approval of Appointment of Appointed Actuary assignment.
• Approval of Appointment of Labuan External Auditor.
• Approval of Extension of PIF MoU.
• Approval of nomination of Mr Bader Alshaya as an additional member to the Technical Committee.

11.16 Details of Affiliate Company

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

Details of any interest, contractual securities or rights issue of the Board members 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

* Mr Abdullatif Al-Fozan and Turki Al-Sudairy has been elected as Board Members on 2 February 2023 corresponding to 09/06/1444 H.

Details of any interest, contractual securities or rights issue of the 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

Details of any interest, contractual securities or rights issue of the 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

11.17 Information on any loans, and amounts paid by the Company in repayment of loans during the year

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

11.19 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 Abdulatif Al-Fozan, MD/CEO Mr Fahad Al-Hesni for their membership in the Board of Directors of the parent company Probitas Holding (Bermuda) Ltd. that the value of transactions during 2023 is estimated at SR 127,986,637 with no preferential conditions.

During 2023 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.

11.20 Declaration

• 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 2023.
• 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 2023.
• 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 2023, there have not been any arrangement or agreement under which a Director or a Senior Executive of the Company has waived any remuneration.
• During 2023, 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.

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.