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Corporate Governance

SPMC recognizes the importance of a corporate governance system in reinforcing the transparency and disclosure processes and the need for confidentiality of information requirements as well as the need to regulate and control the relationship of the Board with the Committee formed there from so as to have a clear delineation of the responsibilities of each committee in order to insure the integrity of strategic decisions , which would enhance the performance of SPMC in the short term and the long term and lead to the application of legal processes as well as compliance with the regulations of the Capital Market Authority and the Ministry of Commerce and other financial standards . In application of the Corporate Governance Regulations issued by the Capital Market Authority, SPMC has complied with all the requirements of the Capital Market Authority and the Ministry of Commerce & Industry which reinforces the transparency and disclosure processes. These requirements include, but are not limited to, the following:

  1. Publication of quarterly financial statements as well as year-end statements on the Tadawul website and in local newspapers in accordance with the required time frames set forth in the regulations.
  2. Preparation of the Board of Directors' report in accordance with the disclosure requirements and the Guidance Form prepared by the Capital Market Authority
  3. Compliance with the new advertisement form set forth by the Capital Market Authority, and the essential information that should be included in the advertisement and also complying with the required publication dates.
  4. Submitting all the statements & disclosure documents required by the Capital Market Authority.

No penalties, sanctions, fines or limitations have been imposed on SPMC by the Capital Market Authority or any other supervisory, regulatory or judicial authority.

Board of Directors

The Board of Directors is composed of a mix of executives and independent directors having rich experience in a variety of economic sectors.

The mandate of the current Board of Directors expires on 26 April 2018. The current Board includes the nine members listed below:

 Position
Category
 Board Member Name
 Chairman Non-Executive Mohammed A. Al-khorayf
 Vice Chairman Independent Abdul Aziz Saleh Al-Jarbou
Board member Non-Executive Adeeb Al Sowailim
Board member Independent Mousa A. Al-Robaian
Board member Independent Azzam A. Abalkhail
Board member Non-Executive James David Phipps
Board member Independent Abdulrahman Al-Ubaid
Board member Independent Wael Al Sarhan
Board member Independent Jamil Sifrah

The Executive Committee

The Executive Committee is composed of the three members listed in the table below:

 Position
 Committee member
Chairman Mohammed A. Al-khorayf
Member Abdulrahman Al-Ubaid
Member Jamil Sifrah

The Executive Committee is responsible for reviewing strategic policies and objectives of SPMC and overseeing their execution. The Committee is also responsible for reviewing the company's financial performance, drawing budgets as well as the annual action plan, in addition to making recommendations to the Board of Directors regarding the tasks assigned to it.

The Audit Committee

The Audit & Risk Management Committee is composed of three members ,some of whom are specialists in financial and accounting affairs.
The members of the Auditing & Risk Management Committee are listed in the table below:

 Position
 Committee member
Chairman James David Phipps
Member Mousa A. Al-Robaian
Member Azzam A. Abalkhail
Member Ali S. Al Ayed

The Audit & Risk Management Committee is responsible for drawing and developing the plans for internal audits and risk management and following up on their execution. The Committee also oversees the work performed by the external auditor and is responsible for submitting the required periodic reports to the Board of Directors.

The Candidacy and Remuneration committee

This committee is composed of four members, listed in the table below:

 Position
 Committee member
Chairman Abdul Aziz Saleh Al-Jarbou
Member James David Phipps
Member Abdulrahman Al-Ubaid
Member Wael Al Sarhan

The Candidacy & Remuneration Committee is responsible for reviewing the organization structure of the Board of Directors, nominating candidates for membership in the Board, formulating clear policies for the remuneration and compensation of members of the Board of Directors and the Chief Executives of SPMC.


 

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