The standing committees of the Board are :

  • Board Executive Committee
  • Board Audit Committee 
  • Risk Management Committee
  • Board Nomination & Remuneration Committee (BNRC)

Other committees may be established from time to time by an affirmative vote of the majority of the Board.

Each committee has its own written charter, which complies with the applicable corporate governance rules and other applicable laws and regulations. The charters set forth the mission and responsibilities of the committees as well as qualifications for committee membership, procedures for committee member appointment and removal, committee structure and operations and reporting to the Board.

The names of Committee’s’ members, their Chairs and the number of meetings held will be disclosed in the annual Report. The Chairs must report the highlights of their meetings to the Board following each meeting of the respective committees.

The Board Executive Committee:

The purpose of the Board Executive Committee is to assist the Board in fulfilling its oversight plans of the Company’s responsibilities relating to:

Scope of Authority

  1. The execution of the Company strategy and its performance with regards to targets set.
  2. The Periodic review of the Company's financial position, capital structure, and other matters relating to the Company's financial condition.
  3. Financial commitments and the execution of the investments.
  4. The Company’s financing plan, including funding and liquidity.
  5. Monitoring the execution of key managerial and administrative Board resolutions.
  6. Apprising the Board of key business related issues and their implications on the Company in a way to facilitate key decisions.
  7. Review and approve policies and plan issues pertaining to the business management and general administration of the Company, including finance, human resources, information technology, and physical facilities.

The Board Audit Committee:

The Board Audit Committee of Noor Financial Investment Company is responsible for assisting the Board in fulfilling its responsibilities relating to oversee the quality and integrity of the accounting, auditing, internal control, risk management framework and financial reporting practices of Noor Financial Investment Company as well as the company’s relationship with its external auditors.

Scope of Authority:
The Committee’s scope of responsibilities is consisted of (but) not limited to the following:

  1. Review the periodic financial statements (i.e. yearly, half-yearly and quarterly reports) and consider whether they are accurate, valid, complete, and consistent with the information known to committee members and reflect appropriate accounting standards and principles prior to proposing it to the BOD.
  2. Nominate and recommend an external auditor to the Board of Directors. Wherein the annual general assembly appoints the external auditor upon the Board’s recommendation with the following requirements met:
    1. The external auditor is a listed auditor and has fully met all the requirements of the authority recording auditors.
    2. The external auditor is independent from the Company and from the Board.
  3. Review the observations of the external auditors on the financial statements of the Company and periodically follow up the measures taken.
  4. Review and discuss quarterly reports from external auditors on all critical accounting policies and practices and any significant financial reporting issues and judgment made in connection with the preparation of the Company’s financial statements.
  5. Supervise the Company’s Internal Audit Function to guarantee its effectiveness in handling its duties.
  6. Review and approve the appointment, replacement, relocation or dismissal of audit personnel as well as their remuneration.
  7. Review and approve the charter, risk-based audit plans, activities, staffing and organizational structure of the Company’s Internal Audit Function.
  8. Review the internal audit findings, high risk audit findings and ensure appropriate action is taken by the management.
  9. Ensure compliance of the Company with the laws and regulatory requirements.

The Board Risk Management Committee:
The Board Risk Management Committee is intended to enhance the Board supervisory role and effective oversight on Senior Management. The Committee aims at promoting effective board supervision on significant transactions within the Company. The Committee is responsible for all aspects of enterprise risk management including, but not restricted to stretegic risk, market risk, compliance risk and operational risk. The Committee will review the policy on all risk issues and will maintain oversight of all Company risks.

Scope of Authority
The Committee’s scope of responsibilities is consisted of (but) not limited to the following:

  1. Review and approve for subsequent Board ratification the following:
  2. Risk policies and related standards, methodologies used in managing the risks in the Company
  3. Adequate and comprehensive Risk Strategy and Risk Appetite of the Company, including strategic, market and operational risk
    1. Risk Universe
    2. Risk Charter of the Company
  4. Advise the Board on the Company’s present and future risk strategy and risk appetite and monitor the Executive Management in the implementation of this strategy.
  5. Review the Company’s risk profile, risk strategy, risk appetite and risk control framework on an annual basis.
  6. Ensure that the Company does not exceed the risk tolerance levels.
  7. Review and approve the Company’s overall risk governance framework.
  8. Review the Company’s risk management structure, roles, responsibilities and methodologies developed by the Executive Management prior to the Board’s approval.
  9. Ensure that the risk management staff are independent from the activities leading to the exposure of the Company to risks.
  10. Review and ensure the adequacy of the Risk Management function and ensure that it has adequate resources, infrastructure, Enterprise Risk Management (ERM) framework and appropriate access to information to enable it to perform its duties effectively.
  11. Ensure the availability of adequate and effective management information systems for risk reporting and decision making that is in accordance with the scope, complexity and nature of the Company’s activities.
  12. Ensure that the risk management employees has full understanding of the risks surrounding the Company, and work on increasing employee awareness of the risks and their knowledge of it.

The Board Nomination and Remuneration Committee:

The Board Nomination and Remuneration Committee is responsible for recommending Board Members and Executive Management appointments as well as evaluating the compensation and remuneration of the members of the Board and of Executive Management with regard to the long-term objectives of Noor.

Scope of Authority:
The Committee’s scope of responsibilities is consisted of (but) not limited to the following:

  1. Have unrestricted access to Noor’s management, employees and relevant information. The Committee may seek any information that it requires from any employee of Noor.
  2. Engage independent counsel and other advisors, as it deems necessary to carry out its duties, provided such engagements are justifiable.
  3. Recommending to the Board the approval of nomination and re-nomination of members of the Board and the Executive Management.
  4. Develop a remuneration policy for the Board Members and the Executive Management.
  5. Conduct an annual review and evaluation of required skills for the members of the Board and the Executive Management
  6. Attract interested applicants to fill executive positions as needed, examine and review their applications.
  7. Identify different segments of bonuses to be granted to employees such as fixed bonuses scheme, performance-related bonuses, bonuses in the form of shares, and end of service benefits.
  8. Develop job description for the executive, non-executive and independent Board Members.
  9. Ensure continuity of independence characteristic of the independent Board Member.
  10. Prepare an annual report detailing all bonuses granted to members of the Board of Directors and Executive Management either directly or indirectly.

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