Governance Report

Corporate Governance

Board of Directors

solutions by stc is managed by a Board of Directors consisting of nine (9) Directors, classified according to the definitions contained in the Corporate Governance Regulations issued by the Capital Market Authority in the Kingdom of Saudi Arabia, and appointed by the Conversion General Assembly of Shareholders held on 22 December 2020. The tenure of Directors, including the Chairman, shall be a maximum of three (3) years for each session. As an exception, the Conversion General Assembly shall appoint the first Board of Directors for five (5) years, and they may be reappointed unless otherwise provided in the Company’s by-laws. The current five-year session of the Board of Directors commenced on 22 December 2020 and ends on 21 December 2025.

Composition of the Board of Directors, the nature and classification of their membership

Name
Nature of membership Membership classification
1. Mr Riyadh Saeed Muawad Chairman of the Board Non-executive member
2. Mr Haithem Mohammed AlFaraj Deputy Chairman of the Board Non-executive member
3. Mr Emad Oudah AlOudah Board Member Non-executive member
4. Mr Omar Abdulaziz AlShabibi Board Member Non-executive member
5. Mr Mathad Faisal AlAjmi Board Member Non-executive member
6. Mr Mohammed Abdullah AlAbbadi Board Member Non-executive member
7. Mr Mohammad Abdullah Alaseeri Board Member Independent member
8. Mr Abdullatif Ali Al-Saif Board Member Independent member
9. Mr Fahad Suleiman Alamoud Board Member Independent member

 

Board Members, Committee Members and Executive Management current and previous positions, qualifications, and experience

Board and Committee Members

Mr Riyadh Saeed Muawad

Chairman of the Board/Non-executive

Current positions
  • Chairman of the Board – solutions by stc
  • Chairman of the Executive Committee – solutions by stc
  • Chairman of the Board of Directors - specialized by stc
  • Chief Business Officer – stc
Previous positions
  • Vice President – Corporate and Government Sales at stc
  • Board Member – Kuwait Telecom Company (stc Kuwait)
  • Held the following positions at Cisco Saudi Arabia Limited,

    – Regional Manager

    – Security and Defense Sales Manager

    – Account Manager

  • Account/Channel Manager –
    CA Technologies
  • Account Manager - National Technology Company (Bugshan Group)
Qualifications

Bachelor’s degree in Computer Science, Boston University, USA

Experience

17 years of experience in the Information and Communication Technology industry.

Mr Haithem Mohammed Alfaraj

Deputy Chairman of the Board/Non-executive

Current positions
  • Deputy Chairman of the Board - solutions by stc
  • Member of the Executive Committee – solutions by stc
  • Chairman of Board of Directors – sirar by stc
  • Member of the Board of Directors – Telecommunication Tower Co. Ltd (TAWAL)
  • Chief Technology Officer – stc
  • Member of Advisory Board – C4IR, KSA
Previous positions
  • Member of the Board of Directors –
    Specialized by stc
  • Vice President of Operations – stc
  • Held a number of positions at Etihad Etisalat Company (Mobily) including,

    – Chief IT Operations Officer

    – Vice President of Data Hosting and Managed Services

    – Vice President of IT Operations

    – Director of the Data Center

    – Manager – Systems Administration

  • Systems Analyst – Saudi Arabian Oil Company (Aramco)
  • Project Engineer – Lucent Technologies
Qualifications

Bachelor’s degree in Applied Computer Engineering, KFUPM, the KSA.

Experience

21 years of experience in the following industries:

  • Information and Communication Technology
  • Petroleum

Mr Emad Aoudah Aloudah

Board Member/Non-executive

Current positions
  • Member of the Board – solutions by stc
  • Member of the Executive Committee – solutions by stc
  • Vice President of Procurement and support Services – stc
  • Member of the Board of Directors and Executive Committee Member – Arab Satellite Communications Organization (Arabsat)
Previous positions
  • Held the following positions at stc,

    – Vice President for Regulatory & Corporate Affairs

    – Vice President for Strategy & Projects (Acting)

  • Chairman of the Board – stc channels
  • Chairman of the Board – stc Gulf Investment Holding
  • Member of the Board – Bravo Company
  • Member of the Board – Aqalat Real Estate Company
  • Member of the Board – stc specialized
  • President/CEO – National Unified Procurement Company for Medical Supplies (NUPCO)
  • General Manager of Elctronic Publishing Channels & cheif of IT
  • General Manager – Saudi Information Technology Company (SIT)
  • Public Sector Marketing and Sales Country Manager – Oracle
  • Program Manager – Saudi Central Bank
Qualifications

Bachelor’s degree in Information Systems, King Saud University, the KSA.

Experience

More than 30 years of experience in multiple industries such as;

  • Information and Communication Technology
  • Finance
  • Health
  • Publishing
  • Real Estate

Mr Omar Abdulaziz Alshabibi

Board Member/Non-executive

Current positions
  • Member of the Board – solutions by stc
  • Member of the Audit Committee – solutions by stc
  • Member of the Nomination and Remuneration Committee – solutions by stc
  • Member of the Board of Directors – stc Gulf Investment Holding
  • Member of the Board of Directors – Telecom Commercial Investment Company Limited
  • Vice President – Financial Reporting and Control sector, stc
Previous positions
  • Member of the Board of Directors – stc Pay
  • Head of Audit Committee – stc Pay
  • Member of the Board of Directors – Safayer Company Ltd
  • General Manager of Accounting – stc
Qualifications

Bachelor’s degree in Accountancy, King Saud University, the KSA.

Experience

23 years of experience in multiple industries such as;

  • Information and Communication Technology
  • Finance

Mr Mathad Faisal Alajmi

Board Member/Non-executive

Current positions
  • Member of the Board – solutions by stc
  • Member of the Audit Committee – solutions by stc
  • Member of the Board and Member of the Audit Comimittee – Intigral
  • Chief Legal Officer and General Counsel – stc
Previous positions
  • Board Member and Audit Committee Member – Saudi Iron & Steel Co. (Hadeed)
  • Held the following positions at Saudi Basic Industries Corp (SABIC):

    – General Manager and Chief Counsel

    – Director, International Trade

    – Senior Council and Manager,
    International Trade

    – Lawyer

  • Member of International Trade Committee – Gulf Petrochemicals and Chemicals Association (GPCA)
  • Foreign Legal Consultant (Part-time) –
    King & Spalding (USA)
  • Foreign Legal Consultant –
    Freshfields (Germany)
  • Vice President and General Counsel
    of Legal Affairs – stc
Qualifications

Master of Laws in International Intellectual Property Law, Illinois Institute
of Technology,
USA.

Experience

21 years of experience in multiple industries such as;

  • Petrochemical
  • Legal
  • Non-Profit
  • Information and Communication Technology

Mr Mohammed Abdullah Alabbadi

Board Member/Non-executive

Current positions
  • Member of the Board – solutions by stc
  • Member of the following committees at solutions by stc at solutions by stc

    – Executive Committee

    – Nomination and Remuneration Committee

  • Member of the Board of Directors – Saudi Volunteer Organization (Takatuf)
  • Member of the Board of Directors – Specialized by stc
  • Chief Wholesale Officer – stc
Previous positions
  • Director at stc Pay
  • Director at solutions by stc
  • Held the following positions at stc:

    – VP of Strategy Execution and Corporate Affairs

    – VP of Strategic Projects & Corporate Performance

  • Chairman – Aqalat Company Limited (Aqalat)
  • Held the following positions at Cisco Saudi Arabia Limited,

    – CEO

    – Deputy General Manager

    – Operations Director (Public Sector)

    – Regional Manager of the Education Sector

    – Regional Manager of the Education and Defense Sector

    – Regional Manager for the Local Government Sector

    – Channels Account Manager

    – Marketing Manager

Qualifications

MBA, IE University, Spain

Experience

23 years of experience in multiple industries
such as;

  • Information and Communication Technology
  • Finance
  • Real Estate

Mr Mohammad Abdullah Alaseeri

Board Member/Independent

Current positions
  • Member of the Board – solutions by stc
  • Member of the Executive Committee – solutions by stc
  • Strategies and Digital Transformation Advisor to HE the Vice Minister of Municipal and Rural Affairs and Housing
Previous positions
  • General Manager – Research and Consulting at Traveler Security Center
  • Held the following positions at
    The Ministry of Education,

    – Policy, Technology, and Strategy Advisor

    – General Manager of the Strategy Management Office

  • Held the following positions at The National Information Center,

    – Director of Business Development

    – Policy, Technology and Strategy Advisor

    – Director of Identity Program

    – Solutions Architect
    (National Identity Project)

    – Deputy Director for Research, Development and Technical Studies

    – Technical Director (Machine Readable Passport Project)

    – Design Engineer

Qualifications

Master’s degree in Computer Engineering, Syracuse University,
USA.

Experience

35 years of experience in multiple industries such as;

  • Information and Communication Technology
  • Education
  • Real Estate

Mr Abdulatif Ali Alseif

Board Member/Independent

Current positions
  • Member of the Board – solutions by stc
  • Chairman of the Audit Committee – solutions
    by stc
  • Managing Director and CEO – Sabeen Investment Company
  • Member of the Board of Directors – Arabian Cement Company (ACC)
  • Member of the Board of Directors – National Petrochemical Company (Petrochem)
  • Member of the Board of Directors – Wisayah Global Investment Company
  • Member of the Board of Directors – Al Rajhi Bank
  • Vice Chairman –
    Riva Investment
  • Board Member –
    Alothaim Investment Company
  • Board Member –
    Alnahdi Medical Company
Previous positions
  • CEO and Board Member –
    Raidah Investment Company investment (RIC)
  • Investment Advisor – Public Pension Agency
  • Vice President and Chief Investment Officer – King Abdullah Humanitarian Foundation
  • Director of Portfolio Management – Mohammed I. Alsubeaei & Sons Investment Company (MASIC)
  • Held the following positions at Saudi Aramco,

    – Head of Portfolio Management, Investment Management Division

    – Financial Analyst, Credit & Collection Division

    – Financial Analyst, Investment Management Division

  • Member of the Board of Directors – HSBC Saudi Arabia
  • Portfolio Manager – KAUST Investment Management Company
Qualifications

MBA (Majoring in Finance), Boston University, USA

Experience

20 years of experience in multiple industries and sectors such as;

  • Finance
  • Petroleum
  • Materials
  • Humanitarian
  • Government and Public sectors
  • Petrochemical
  • Information and Communication Technology

Mr Fahad Suleiman Alamoud

Board Member/Independent

Current positions
  • Member of the Board – solutions by stc
  • Chairman of the Nomination and Remuneration Committee –
    solutions by stc
  • CEO – Saudi Company for Visa and Travel Solutions (TASHIR)
  • Member of the Board of Directors - Saudi Visa & Travel Solution Limited
    (in Bangladesh)
  • Member of the Board of Directors - The Saudi International Company for Completion and Follow-up of Visa Procedures and Approvals for Embassies (in Kuwait)
Previous positions
  • CEO - Sehati for Information Technology Services
  • Delivery and Operations Director – Saudi Technology and Security Comprehensive Control Company (Tahakom)
  • ICT Director – The Ministry of Transport
  • Held the following positions at the Ministry of Foreign Affairs,

    – Deputy ICT Director

    – Assistant ICT Manager and Director of E-Services Department

    – Quality Control Department Manager

    – E-Government Project Manager

    – Development Team Leader

    – Systems Analyst and Programmer

Qualifications

Bachelor’s degree in Information Systems, King Saud University, the KSA.

Experience

23 years of experience in multiple industries and sectors such as;

  • Government and public sectors
  • Information and Communication Technology
  • Travel and Tourism

Executive Management

Omer Abdullah Alnomany

Current positions

Chief Executive Officer

Previous positions

Vice President of Information Technology at stc

Qualifications

Bachelor’s degree in Computer Engineering, King Saud University,

the KSA, 1994

Senior Executive Leadership Program, Harvard University, USA, 2020

Experience

28 years

Abdulrahman Hamad Alrubaia

Current positions

Chief Financial Officer

Previous positions

Director of the Financial Accounting Department at solutions by stc

Qualifications

Bachelor’s degree in Accountancy, King Saud University, the KSA, 2003

Experience

18 years

Muataz Abdullah Aldharrab

Current position

Vice President of Corporate Strategy and Performance

Previous position

General Manager of Corporate Governance and Customer Success at solutions by stc

Qualifications

MBA, Prince Sultan University (PSU), the KSA, 2014

Experience

15 years

Saleh Abdullah Alzahrani

Current position

Vice President of Solutions Delivery

Previous position

Vice President of Business Excellence at solutions by stc

Qualifications

Bachelor’s degree in Computer Engineering, King Saud University,
the KSA, 1994

Experience

28 years

Fahad Abdulaziz Alhajeri

Current position

Vice President of Digital Solutions

Previous position

Vice President of Strategy and Planning at solutions by stc

Qualifications

Master’s degree in Business Administration, Al Faisal University,
the KSA, 2015

Experience

20 years

Jehad Salem Altwairki

Current position

Vice President of Business Solutions

Previous position

Unit Manager at IBM

Qualifications

Bachelor’s degree in Information Systems Management, King Saud University, the KSA, 1999

Experience

23 years

Ahmed Naji Bajnaid

Current position

Vice President of Operations and Managed Services

Previous position

General Manager of Operations at solutions by stc

Qualifications

Bachelor’s degree in Computer Engineering, King Abdulaziz University, the KSA, 2003

Experience

19 years

Saleh Tariq Algroony

Current position

Vice President of Business Excellence

Previous position

General Manager of Human Capital Management at solutions by stc

Qualifications

Bachelor’s degree in Computer Science, KFUPM, the KSA, 2010

Experience

13 years

Thamir Mohammed Alhammad

Current position

Vice President of Business Outsourcing

Previous position

Vice President of Telecom Services at solutions by stc

Qualifications

Bachelor’s degree in Electrical Engineering, King Saud University,
the KSA, 2001

Experience

21 years

Alma Saeed Almoter

Current position

Chief Audit Executive

Previous position

General Manager of Business Unit
Audit at stc

Qualifications

Master’s degree in Accounting, Griffith University, Australia, 2007

Experience

26 years

Committees Member from outside the Board of Directors

Mr Abdullah Alenzi

Audit Committee

Current position

Previous positions

Qualifications

Experience

  • Chief Audit Executive – stc Group
  • Senior Manager at SAMBA Financial Group
  • Held the following positions at stc,

    – General Manager, Network and Information Systems Audit

    – General Manager, Investment and Operational Audit

Executive Masters of Business Adminstration, King Fahd University of Petroleum & Minerals, the KSA.

25 years of experience in multiple domains such as:

  • Governance and Risk Management
  • Information Technology

Mr Fahad Alghamdi

Nomination and Remuneration Committee

Current positions

Previous positions

Qualifications

Experience

  • NRC Member – solutions by stc
  • General Manager –
    stc Business Units
  • Audit Committee Member –
    Saudi Investment Bank
  • Audit Committee Member–
    Alahli Capital
  • Audit Committee Member – NADEC
  • Audit Committee Member –
    SEERA Group
  • NRC Member – AQALAT by stc
  • Held the following position at stc

    – General Manager, HR Planning and Organizational Development

    – Director, Workforce Planning

    – Manager, Customer Relationship Management – HR Shared Services

    – HR specialist, Rewards and Performance Management

  • Held the following positions at Samba Fin. Group,

    – Account Manager, Corporate
    Services Unit

    – Group Customer Services Unit,
    Key Account

Bachelor’s degree in Marketing, King Fahd University of Petroleum & Minerals, the KSA.

Over 20 years of HR experience in industries such as:

  • ICT (information and Communication Technology)
  • Finance

Name of companies inside and outside the Kingdom in which a Board Member is a member of their current or previous Board or Management

Names of companies in which a Board Member is a member of their current Board or a Management


Inside/ outside
the Kingdom






Legal entity (Listed Joint Stock Company Unlisted Joint
Stock Company/Limited Liability Company Government/ Non-profit organization)
Names of companies in which a Board Member was a member of their previous Board or a Management




Inside/ outside
the Kingdom






Legal entity (Listed Joint Stock Company/Unlisted Joint Stock Company/Limited Liability Company Government/ Non-profit organization)

Mr Riyadh Saeed Muawad

Specialized by stc Inside Limited Liability Company Kuwait Telecom Company (stc Kuwait) Outside Listed Joint Stock Company (Kuwait)
stc Inside Listed Joint Stock Company Cisco Inside Limited Liability Company
CA Technologies Outside Listed Joint Stock Company (USA)
National Technology Company (Bugshan Group) Inside Limited Liability Company

Mr Haithem Mohammed Alfaraj

Sirar by stc Inside Limited Liability Company Specialized by stc Inside Limited Liability Company
Telecommunications Tower Co. (TAWAL) Inside Limited Liability Company Etihad Etisalat Company (Mobily) Inside Listed Joint Stock Company
stc Inside Listed Joint Stock Company Aramco Inside Listed Joint Stock Company
Lucent Technologies Outside Merged with Alcatel to form Alcatel-Lucent

Mr Emad Oudah Aloudah

stc Inside Listed Joint Stock Company stc Channels Inside Limited Liability Company
Arabian Satellite Communications Organization (Arabsat) Inside Limited Liability Company Aqalat Inside Limited Liability Company
stc spacelized Inside Limited Liability Company
NUPCO Inside Limited Liability Company
Saudi Research and Marketing Group Inside Listed Joint Stock Company
Saudi Information Technology Company (SITE) Inside Limited Liability Company
Oracle Outside Limited Liability Company
Saudi Central Bank Inside Government

Mr Omar Abdulaziz Alshabibi

stc Gulf Investment Holding Inside Limited Liability Company stc Pay Inside A closed Joint Stock Company
Telecom Commercial Investment Company Limited Inside Limited Liability Company Safayer Company Inside Limited Liability Company
stc Inside Listed Joint Stock Company

Mr Mathad Faisal Alajmi

stc Inside Listed Joint Stock Company Saudi Iron and Steel Company (Hadeed) Inside A closed Joint Stock Company
Intigral Inside Limited Liability Company Saudi Basic Industries
Corp (SABIC)
Inside Listed Joint Stock Company
Gulf Petrochemicals and Chemicals Association (GPCA) Outside A closed Joint Stock Company
King and Spalding Outside International Law Firm
Freshfields Outside International Law Firm

Mohammed Abdullah Alabbadi

stc Inside Listed Joint Stock Company stc Pay Inside A closed Joint Stock Company
Saudi Volunteer Organization (Takatuf) Inside Non-profit Organization Aqalat Inside Limited Liability Company
Specialized by stc Inside Limited Liability Company Cisco Inside Limited Liability Company

Mr Mohammad Abdullah Alaseeri

Municipal and Rural Affairs and Housing Inside Government Traveler Security Center Inside Government
Ministry of Education Inside Government
National Information Center Inside Government

Mr Abdulatif Ali Alseif

Sabeen Investment Company Inside A closed Joint Stock Company King Abdullah Humanitarian Foundation Inside Non-profit Organization
Arabian Cement Company (ACC) Inside Listed Joint Stock Company Raidah Investment Company Inside A closed Joint Stock Company
Alothaim Investment Company Inside A closed Joint Stock Company HSBC Inside A Closed Joint Stock Company
National Petrochemical Company (Petrochem) Inside Listed Joint Stock Company
Wisayah Global Investment Company Inside Limited Liability Company
Al Rajhi Bank Inside Listed Joint Stock Company
Riva Investment Company Inside Limited Liability Company
Alnahdi Medical Company Inside A closed Joint Stock Company

Mr Fahad Suleiman Alamoud

Visa and Travel Solutions (TASHIR) Inside Limited Liability Company Sehati Inside Limited Liability Company
Saudi Technology and Security Comprehensive Control Company (Tahakom) Inside Limited Liability Company
Ministry of Transport Inside Government
Ministry of Foreign Affairs Inside Government

Board of Directors meetings and the attendance record of each meeting held during 2021

Name


Meetings
1st Meeting (24 Jan 2021) 2nd Meeting (15 Feb 2021) 3rd Meeting (29 Apr 2021) 4th Meeting (11 Aug 2021) 5th Meeting (03 Nov 2021) 6th Meeting (14 Nov 2021)

1.

Mr Riyadh Muawad

2.

Mr Haithem Alfaraj

3.

Mr Emad Aloudah

4.

Mr Mohammed Alabbadi

5.

Mr Mathad Alajmi

6.

Mr Omar Alshabibi

7.

Mr Fahad Alamoud

8.

Mr Abdulatif Alseif

9.

Mr Mohammad Alaseeri

Date of the latest General Assembly Meeting for the Company was 01 June 2021.

General Assembly Meetings held during the fiscal year and Board Members who attended them

Name

Meetings
1st Meeting (26 Jan 2021) 2nd Meeting (16 Feb 2021) 3rd Meeting (01 Jun 2021)

1.

Mr Riyadh Muawad

2.

Mr Haithem Alfaraj

3.

Mr Emad Alaoudah

4.

Mr Mohammed Alabbadi

5.

Mr Mathad Alajmi

6.

Mr Omar Alshabibi

7.

Mr Fahad Alamoud

8.

Mr Abdulatif Alseif

9.

Mr Mohammad Alaseeri

Audit Committee Member

1.

Mr Abdullah Alenaze

Procedures taken by the Board to inform its members, especialy the non-Executives of shareholders’ suggestions and remarks on the Company and its performance

The Investor Relations team, which reports to the CFO directly was established during the year. The main objective of the department is to act as a mediator between the Company, the investment community, and capital market regulators. We aim to enable further accessibility between shareholders and various stakeholders within the Company through various methods. Investor Relations is responsible for all communications with investors and shareholders, and reports to the Board by providing an update about shareholder activities and remarks periodically. Our stakeholders’ views are of paramount importance to us. Shareholder feedback is always considered and incorporated into our department’s strategies for long-term value creation. We ensure that we provide our investors with the maximum information possible by giving access to various disclosures through the Investor Relations section of the website, quarterly disclosures, and annual reports.

During the year ending 31 December 2021, the Company did not receive any written proposals or notes from any of the shareholders.

Board Committees

In accordance with the Corporate Governance Regulations issued by the Capital Market Authority and the Companies Law, the Company has prepared a charter for the Audit Committee, the Nomination and Remuneration Committee, and the Executive Committee, as these charters include the rules for the members of the committee, their term of membership, and their duties. All those charters and regulations were approved by the Board of Directors and the General Assembly of shareholders, as per the Company’s by-laws. solutions by stc has three committees as follows:

Audit Committee

The Audit Committee consists of four (4) members appointed pursuant to an Ordinary General Assembly resolution dated 26 January 2021 and ending 21 December 2025.

The duties and responsibilities of this Committee include the oversight of the internal audit tasks and reports, the implementation of corrective measures for the observations contained therein, and recommending to the Board of Directors the appointment of Company’s External Auditor and his scope of work and annual fees, and reviewing the Company’s interim and annual financial statements before submitting them to the Board of Directors. The Committee’s responsibilities also include evaluating and ensuring that an effective internal control system is in place and prepared on a sound basis and providing oversight on governance and risk management. During the year, the Audit Committee reviewed the quarterly financial statements and the annual financial statements and recommended recommended the approval of the Board of Directors. The Committee met with the External Auditor to ensure that the Financial Statements have been prepared in accordance with the accounting standards and that there are no important or material observations on the financial statements. The Audit Committee also discussed the Internal Auditors’ Report, which did not contain material observations.

The Committee is composed of four members and held five meetings during the year 2021, as shown in the following table:

Name


Nature of Membership Meetings
1st Meeting (15 Feb 2021) 2nd Meeting (07 Apr 2021) 3rd Meeting (21 Apr 2021) 4th Meeting (05 Aug 2021) 5th Meeting (19 Oct 2021)

1.

Mr Abdullatif Alseif

Chairman

2.

Mr Mathad Alajmi

Member

3.

Mr Omar Alshabibi

Member

4.

Mr Abdullah Alenzi

Member

Nomination and Remuneration Committee

The Nomination and Remuneration Committee consists of four (4) members appointed pursuant to a Board resolution dated 24 January 2021.

The main purpose of this Committee is to make recommendations to the Board of Directors with regard to nominations to the membership of the Board, its subcommittees and Executive Management in accordance with the approved policies and standards, provided that no person may be nominated if previously convicted of a felony involving moral turpitude; undertaking the annual review of the skill requirements for the Board of Directors; preparing the description of skills and qualifications required for Board membership including determination of the time that the Board Member should dedicate to the business of the Board; and determination of the compensation and remuneration of Board Members, its subcommittees and Executive Management.

The Committee also reviews the structure and formation of the Board, makes recommendations concerning changes that can be made and identifies the weaknesses and strengths of the Board with recommendations on how to address them to serve the interests of the Company. On an annual basis, the Committee ensures the independence of the independent members and that there are no conflicts of interest if the member holds membership to the Board of Directors of another Company. It develops clear policies for the compensation and remuneration of Board members and senior executives, taking into consideration performance-related standards. Lastly, the Committee prepares periodic and annual reports on the Committee’s activities and the annual disclosure report according to the by-laws. These reports are presented to the Board of Directors.

The Committee is also responsible for assisting the Board of Directors in developing and reviewing the organizational structure of the Company.

The Committee is composed of four members and held three meetings during the year 2021, as shown in the following table:

Name

Nature of Membership
Meetings
1st Meeting (27 Apr 2021) 2nd Meeting (30 Jun 2021) 3rd Meeting (19 Sep 2021)

1.

Mr Fahad Alamoud

Chairman

2.

Mr Fahad Alghamdi

Member

3.

Mr Omar Alshabibi

Member

4.

Mr Mohammed Alabbadi

Member

Executive Committee

The Executive Committee consists of five (5) members appointed pursuant to a Board resolution dated 24 January 2021.

The Company’s Executive Committee was appointed by the Board of Directors to exercise all functions entrusted thereto and reports to and maintains direct communication channels with the Board of Directors. It may not amend any resolution issued by the Board. Pursuant to the relevant laws and regulations, the responsibilities of the Executive Committee include the following:

  • Engaging in and supervising the development of the Company’s strategic plan and evaluating the proposals submitted by the Executive Management on the Company’s vision, mission, strategic themes, goals and strategic and financial initiatives, and submitting them to the Board for approval.
  • Overseeing the preparation of the Company’s annual budget, reviewing proposals submitted by the Executive Management, and submitting recommendations to the Board on the approval of the annual budget.
  • Reviewing the financial and strategic performance reports related to monitoring the implementation of strategic plans and initiatives, and submitting its recommendations to the Board.
  • Examining strategic and important issues and projects with a significant financial impact, and submitting them to the Board for approval.
  • Reviewing the corporate social responsibility policy, media plan and sports sponsorships, and submitting its recommendations to the Board.
  • Reviewing programs for social work initiatives and submitting its recommendations to the Board.

The Committee is composed of five members and held four meetings
during the year 2021, as shown in the following table:

Name


Nature of Membership

Meetings
1st Meeting (29 Apr 2021) 2nd Meeting (11 Aug 2021) 3rd Meeting (03 Nov 2021) 4th Meeting (14 Nov 2021)

1.

Mr Riyadh Muawad

Chairman

2.

Mr Haithem Alfaraj

Member

3.

Mr Mohammed
Alaseeri

Member

4.

Mr Emad Alaoudah

Member

5.

Mr Mohammed Alabbadi

Member

Disclosure of the remuneration policy for members of the Board of Directors, members of the committees and the Executive Management:

1. Board and its Committee Members’ remuneration

1.1 The remuneration of the Board member shall be a fixed amount, in addition in addition to an allowance given for attending meetings.

1.2 The Board may determine a remuneration for members/member of the Board for their membership in the Board’s Standing Committees.

1.3 The remunerations that the Board of Directors’ member receives shall be fair and coordinates with the member’s competencies as well as the activities and the responsibilities that the Board Member undertakes in addition to the the specified goals for the Board of Directors that must be achieved during the fiscal year.

1.4 The remuneration payment shall be stopped or retrieved if it turns out that it was approved based on inaccurate information presented by a member of the Board.

1.5 The remuneration shall be based on the number of meetings that the member attends.

1.6 The remunerations of the members of the Board and its Standing Committees shall be in accordance with the relevant laws and regulations.

1.7 In all cases, the overall amount that the member of the Board receives from remunerations shall not exceed SAR. 500,000 annually, in accordance with rules prescribed by the Competent Authority.

1.8 The member deserves a remuneration for any additional work, or executive, technical, administrative, or advisory positions assigned to him/her in the Company. This is in addition to the remuneration that such member deserves as a Board member and shall be verified in accordance with Article 20 (c) (8) of the CMA Corporate Governance Regulations and related action as per the Company’s conflict of interest policy, Ministry of Communication Companies Law and the Company’s by-laws.

Board Members’ remuneration

Members of Board of Directors



Fixed remunerations Variable remunerations
Specific amount Allowance for attending Board meetings In-kind benefits Remunerations for technical managerial and consultative work Remunerations of the chairman Total Percentage of the profits Periodic remunerations Short-term incentive plans Long-term incentive plans Granted shares Total End of Service Rewards Grand Total Expenses Allowances

First: Independent Members

Mr Fahad Alamuod

300,000 30,000 330,000 330,000

Mr Abdullatif Alseif

300,000 30,000 330,000 330,000

Mr Mohammed Alaseeri

300,000 30,000 330,000 330,000

Total

900,000 90,000 990,000 990,000

Second: Non-executive Members

Mr Riyadh Muawad

375,000 30,000 405,000 405,000

Mr Haithem Alfaraj

300,000 30,000 330,000 330,000

Mr Emad Alaoudah

300,000 30,000 330,000 330,000

Mr Mohammed Alabbadi

300,000 30,000 330,000 330,000

Mr Mathad Alajmi

300,000 30,000 330,000 330,000

Mr Omar Alshabibi

300,000 30,000 330,000 330,000

Total

1,875,000 180,000 2,055,000 2,055,000

Senior Executives’ remuneration

1.1 The annual remuneration for the Chief Executive Officer shall be determined upon his/her achievement of the financial and strategic goals and others according to the Company’s policies.

1.2 The annual remuneration for the Chief Executive Officer shall be calculated after the publication of the financial statements according to the approved policy of the Company.

1.3 The annual remuneration for the Executive Management in the Company shall be calculated according to the policy and the mechanism for the approved annual remuneration in the Company.

1.4 The specified salaries and advantages for the Executive Management shall be determined to include (the base salary and advantages and allowances) according to the Executive Incentive Policy.

Remunerations of the Top Five Senior Executives (including the CEO and the CFO in 2021)*

Fixed remuneration Variable remunerations
Senior Execu- tives



Salaries and allowances


(SAR)
In kind benefits



(SAR)
Total




(SAR)
Periodic remune- rations


(SAR)
Profit




(SAR)
Short- term incentive plans

(SAR)
Long- term incentive plans

(SAR)
Equity grants



(SAR)
Total




(SAR)
End of service rewards



(SAR)
Total remune- ration for execu- tives in the Board (SAR) Grand total



(SAR)

Total

10,347,534.25

877,120.39

11,224,654.64

4,855,731.23

8,316,929.20

24,397,315.07

(*) The Company complied with the disclosure of components of the Senior Executive’s remuneration on aggregate, in line with the requirements of subparagraph (b) of paragraph (4) of article (93) of the Corporate Governance Regulations issued by the Capital Market Authority. But to protect the interests of the Company, its shareholders and employees, and to avoid any damage that may occur as a result of disclosing the detailed Senior Executives Remuneration by position, the Company did not disclose the details as per Appendix (1) of the Corporate Governance Regulations

Committee Members’ remuneration

Committee Members
Fixed remuneration (except attending sessions) (SAR) Allowances for attending sessions (SAR) Total (SAR)

Audit Committee

Mr Abdullah Alenzi 100,000 25,000 125,000
Mr Mathid Alajmi 100,000 25,000 125,000
Mr Omar Shabibi 100,000 25,000 125,000
Mr Abdullatif Al-Seif 100,000 25,000 125,000

Total

400,000 100,000 500,000

NRC committee

Mr Fahad Alghamdi 60,000 15,000 75,000
Mr Mohammed Alabbadi 15,000 15,000
Mr Fahad Alamuod 15,000 15,000
Mr Omar Shabibi 15,000 15,000

Total

60.000 60,000 120,000

Executive Committee

Mr Riyadh Muawad 20,000 20,000
Mr Haitham Alfaraj 20,000 20,000
Mr Mohammed Alaseeri 20,000 20,000
Mr Emad Alaoudah 20,000 20,000
Mr Mohammed Alabbadi 20,000 20,000

Total

100,000 100,000

Adherence to Corporate Governance Regulations issued by the Capital Market Authority:

The following section highlights provisions of the corporate governance regulations issued by the Capital Market Authority which have not been implemented along with their justifications:

Article No.
Article text
Implementation status Justification

Article 46

(3) Competing Rules and Standards Policy.

Implemented

The Competing Rules and Standards Policy is in place, implemented, and will be approved by the General Assembly

Article 70

Composition of the Risk Management Committee

Not Implemented

A dedicated risk management committee has not been established based on the optional article issued by CMA. However, its main mandates were incorporated as part of the Audit Committee responsibilities

Article 71

Competencies of the Risk Management Committee

Not Implemented

A dedicated risk management committee has not been established based on the optional article issued by CMA. However, its main mandates were incorporated as part of the Audit Committee responsibilities

Article 72

Meetings of the Risk Management Committee

Not Implemented

A dedicated risk management committee has not been established based on the optional article issued by CMA. However, its main mandates were incorporated as part of the Audit Committee responsibilities

Article 85

Employee Incentives

(3) establishing social organizations for the benefit of the Company’s employees.

Not Implemented

This is an optional article

Article 87

Social Responsibility

Not Implemented

The policy is in place, just needs to be approved by the General Assembly.

Article 95

Formation of a Corporate Governance Committee

Not Implemented

A dedicated corporate governance committee has not been established based on the optional article issued by CMA. However, significant governance oversights mandates were incorporated as part of the Audit Committee responsibilities

Internal Audit

Results of the annual review of the effectiveness of internal control procedures

The Internal Audit Division carried out planned audits in accordance with the Audit Committee’s approved plan to evaluate, objectively and independently, the adequacy and effectiveness of the Internal Control Systems beside a quarterly review of the financial statements. Additionally, internal audit provides advisory services to add value, improve operations, and achieve main strategic objectives.

Throughout 2021, internal audit regularly issued audit progress reports to the Audit Committee covering the audit plan progress, the results of audit engagements and overall views of Internal Control Systems, and reporting on other audit activities. In addition, internal audit continued to pursue the Assurance Transformation Strategy, with impactful outcomes.

The three strategic pillars of the Internal Audit Division are Expanding Digital Audit Services, Combined Assurance and Collaboration with other Assurance Providers, and Project Assurance Audit Services. This enabled internal audit to conduct proactive, innovative, and collaborative audits with notable influence on Governance, Risk Management, and Internal Controls across solutions. The Internal Audit Division also focuses on human capabilities. It remains a top priority; attracting, retaining, and developing talents and equipping them with the required skills and qualifications is essential to perform the audit activities effectively.

The executed internal audit activities have resulted in no material observations affecting solutions by stc’s ability to continue carrying out its work or achieving its strategic objectives.

Internal Control

The Audit Committee oversees the compliance, risk management, internal audit, and external audit, which regularly review the adequacy and effectiveness of the internal control system and procedures to provide a continuous assessment of the system and its effectiveness. This is part of the objectives of the Board to obtain reasonable assurance about the soundness of the design of solutions by stc internal control system and its effectiveness. During the fiscal year 2021, the Audit Committee held 5 meetings and discussed many topics falling under its competencies, such as reviewing financial statements, as well as strategic and organizational affairs, human resources and procurement, and IT systems, among other issues relevant to solutions by stc businesses. This is during the presence of the Executive Management and the Internal Audit.

In this regard, the Audit Committee has reached reasonable assurance on the effectiveness and efficiency of the internal control systems; in addition, the committee has not found that there are material observations on the performance of internal control system that would affect the integrity and fairness of the financial statements issued by the Company, and the internal control systems associated with the critical business processes in the Company are effective in monitoring and reducing the risks associated.

Sanctions, penalties, preventive measures, or precautionary restrictions imposed on
the Company

Sanction/Penalty/ Precautionary procedure/ Preventive measure Reasons for violation

Imposing authority

Amount SAR

Measures undertaken to remedy
and avoid such non-compliance
in the future
Penalty Non-conformance with certain SMS Service Terms and Conditions CITC - Communications and Information Technology Commission 50,000 Development of an optimized
service operating model while maintaining strong alignment with the regulator will empower the organization to further enhance
its conformance levels.

Affiliate companies

Affiliate name

Capital

Company’s ownership percentage Main scope of business

Country of operation
Country of incorporation
stcs for IT SAR. 262,500 (USD. 70,000) 100% The principal activities of the subsidiary are concentrated in the information technology and communication industry domain. The products of the subsidiary involve design and development of electronics and data centers, outsourcing activities, software, application and database development, technological education, and digitization activities. Egypt Egypt
SANAD SAR. 5,000,000 100% Management and Manpower Services Kingdom of Saudi Arabia Kingdom of Saudi Arabia

It should be noted that no debt instruments in the form of Sukuk or bonds were issued for the aforementioned companies.

The Company’s Dividend Distribution Policy

As per the article number (48) of the Company’s by-law provided the annual net profits shall be distributed as follows:

1. Ten percent (10%) of the net profits shall be set aside to form a statutory reserve of the Company. Such setting aside may be discontinued by the Ordinary General Assembly when the said reserve totals thirty percent (30%) of the Company’s paid-up capital.

2. The Ordinary General Assembly may, upon the proposal of the Board of Directors, set aside 5% of the net profits to form consensual reserve to be allocated for certain purposes specified by the General Assembly.

3. The Ordinary General Assembly may form other reserves at the portion that would serve the Company’s best interest or would ensure distributing constant profits, as much as possible, amongst shareholders. Besides,
the Ordinary General Assembly may allocate a certain amount from the net profits to establish social institutions for the Company employees or to support existing social institutions.

4. Out of the balance of the profits, if any, there shall be paid to the shareholders an initial payment of not less than ten percent (10%) of the paid-up capital.

5. Subject to provisions in Article (22) hereof, and Article (76) of Companies Law, the remaining amount shall be paid as compensation to the Board of Directors, provided that entitlement of such remuneration shall be in proportion to the number of sessions the member has attended.

6. The Company may distribute interim profits to its shareholders on a biannual or quarterly basis as per a decision passed by the Board of Directors if the Company’s financial position allows to do so and the liquidity is available as per the controls and requirements set by the competent authority.

Dividends distributed during the year
Ratio (of paid-up capital) 33%
Total amount (SAR) 400,000,000

The Board of Directors recommended in its meeting held on 14 Rajab 1443H (corresponding to 15 February 2022) to distribute dividends of SAR 4 per share, totaling to SAR 475.2 million subject to General Assembly approval.

Company ownership

The following is the substantial shareholder who directly owns more than 5% of the Company’s capital as of
31 December 2021:

Shareholder name


Number of shares at the beginning of the year
Ownership percentage at the beginning of the year Number of shares at the end of the year
Ownership percentage at the end of the year
Share changes


Percentage change


stc

116,400,000

97%

94,800,000

79%

(21,600,000)

-18%

Telecom Commercial
Investment Company Limited

3,600,000

3%

(3,600,000)

-3%

solutions by stc Treasury shares

1,200,000

1%

1,200,000

1%

Public

24,000,000

20%

24,000,000

20%

Declaration: Regarding the declaration of movements in major shareholders’ ownership in accordance with Listing Rules, the Company confirms that it has not received any written notification during 2021 from its major shareholder indicating any changes or movement in their ownership percentages. The disclosed information is based on the Saudi Stock Exchange (Tadawul) records on 31 December 2021.

There is no ownership of shares in the company belonging to the Board, committees members, senior executives and their spouses and children in the company’s debt instruments or any of its subsidiaries.

Requests of the Company’s shareholders registry

Number of the Company’s requests of shareholders registry Request date

Request reasons

1 29 September 2021 IPO correction
2 3 October 2021 IPO correction
3 14 October 2021 Internal Management Use
4 14 October 2021 Internal Management Use
5 2 December 2021 Internal Management Use
6 2 December 2021 Internal Management Use

Transactions between the Company and any related party

No.
Name of related party
Type of related party Contract/Agreement
Duration
Value SAR ‘000
1 Kuwait Telecommunication Company (KSC) dba stc Kuwait stc Subsidiaries Costa Coffee Contract (End Point) 2 years 799
2 stc Parent Company Master Purchase Service Agreement for Alibaba Cloud DC Fitout and Additional Facility Requirements 3 years 53,660
3 stc Parent Company Framework Contract for 5G Ph2 - Cisco EPC Expansion 1.6 years 4,313
4 stc Parent Company Framework Contract for CS DFIR Technologies Renewal 2021
(CON-20-518)
1.6 years 2,900
5 Kuwait Telecommunication Company (KSC) dba stc Kuwait stc Subsidiaries Costa Coffee Contract (Cyber) 2.3 years 7,427
6 stc Parent Company Contract Amendment CS Threat Intelligence Renewal (CON-21-352) 1 year 7,000
7 stc Parent Company Framework Contract for stc Network MSP and TSS 3 years 23,921
8 stc Parent Company BULK SMS Agreement 2 years 132,000
9 stc Parent Company Framework Contract for GI FW
Phase 2: Part 1 and Part 2
2 years 22,200
10 stc Parent Company Framework Contract for Wireless Network Improvement and Expansion 2021 - 5G3 GI 2 years 11,355
11 stc Parent Company Framework Contract for STCOPS Extension 1 year 26,900
12 stc Parent Company Framework Contract for MS for OSS - Hardware Support 2 years 4,291
13 stc Parent Company Framework Contract for Centralized Storage Units Managed Services 2 years 33,521
14 stc Parent Company Framework Contract for Operational and Technical Support for VAS Server 2 years 10,579
15 stc Parent Company Framework Contract for Servers and Data Network Support Agreements 2 years 49,306
16 Telecommunication Towers Co. Ltd. (TAWAL) stc Subsidiaries Managed Services Contract Amendment #02 (CON-21-022) 1 year 0.00
17 stc Parent Company NEOM - Telco Park Prefab Office and Data Center - Agreement 1 year 55,877
18 stc Parent Company NEOM - Telco Park Digital Platform Agreement 1 year 44,946
19 stc Parent Company NEOM - Telco Park Network, Service and Application Agreement 1 year 63,727
20 stc Parent Company NEOM - Telco Park Civil and Office Furniture Agreement 1 year 36,789
21 stc Parent Company Framework Contract for Centralized Server and Storage 2021 2 years 74,265
22 stc Parent Company Framework Contract for CBU BI and Analytics Enablement 1 year 10,800
23 stc Parent Company Framework Contract for Operation and Technical Managed Service for stc IT Components 2 years 139,972
24 stc Parent Company Framework Contract for IPMPLS, IGW and Transport Expansion 2021 - 5G3 2 years 12,600
25 stc Parent Company Framework Contract for IPMPLS, IGW and Transport Expansion 2021 - IPv4 2021 2 years 3,993
26 stc Parent Company Framework Contract for DCN Expansion and Tech Refresh- 2021 2 years 16,000
27 stc Parent Company Framework Contract for Managed Operation and Maintenance Services Contract for (Telco Cloud) 3 years 34,810
28 stc Parent Company Framework Contract for SW AG License Renewal 1 year 7,000
29 stc Parent Company Framework Contract for IPMPLS, IGW and Transport Expansion 2021-DNS 2021 2 years 7,805
30 stc Parent Company Framework Contract for Wireless Network Improvement and Expansion 2021 - 5G3 DNS 2 years 12,081
31 stc Parent Company stc National Roaming Agreement 1 year 8,607
32 stc Parent Company stc Special Services Agreement 1 year 1,195
33 stc Parent Company Framework Contract for Other Licenses Renewal 2021 1 year 21,624
34 stc Parent Company Framework Contract for 5G Ph2 - LBS 5G SA Enhancement 1.3 year 13,500
35 stc Parent Company Framework Contract for CS Telecom Monitoring Enhancements 1 year 2,000
36 stc Parent Company Framework Contract for CS Java project 1 year 2,642
37 stc Parent Company Framework Contract for Solutions SSL VPN Project 2.3 years 3,884
38 stc Parent Company Framework Contract for Software Compliance and License Optimization 1 year 2,480
39 stc Parent Company Framework Contract for Telco Cloud Staging Environment Expansion 2 years 7,854
40 stc Parent Company Frame Agreement – Captive 5.1 years 0.00
41 stc Parent Company Framework Contract for New CMP Integration with Core Network – IPMPLS 2 years 241
42 stc Parent Company Framework Contract for Machine Talk Integration and Daweiyat MPLS Integration 2 years 964
43 stc Parent Company Contract Amendment 01 (CON-21-381) 2 years 10,451
44 stc Parent Company Framework Contract for DC Facility of MENA Program – IPMPLS 2 years 2,109
45 stc Parent Company Framework Contract for IPMPLS, IGW and Transport Expansion 2021 2 years 34,048
46 stc Parent Company Framework Contract for Cloud Partnerships 5.1 years 33,979
47 stc Parent Company Framework Contract for IPMPLS 2021 2 years 81,919
48 stc Parent Company Framework Contract for Wireless Network Improvement and Expansion 2021 - 5G3 IGW 2 years 64,032
49 stc Parent Company Framework Contract for Wireless Network Improvement and Expansion 2021 - 5G3 IPMPLS 2 years 36,878
50 stc Parent Company Contract Amendment #01 (CON-21-374) 2.6 years 9,871
51 stc Parent Company Framework Contract for Wirefilter Expansion 1 year 37,097
52 stc Parent Company Framework Contract for Data as a Service Platform 1 year 5,283
53 stc Parent Company Framework Contract for CEM CCEX insights and Platform 2020 1.4 years 3,638
54 Public elecommunication Company (stc Specialized) stc Subsidiaries SOC Contract Renewal 1 year 791
55 stc Parent Company Framework Contract for NMS Modernization and DR1 2 years 4,644

Interests of Related Parties (Board of Directors and Executive Management):

During 2021 the Company has not conducted any business or contracts in which there was a substantial interest for the members of the Board of Directors and Executive Management or any person related to any of them.

Zakat, taxes, fees, and other charges

Description



2021 Brief description



Paid amount (SAR)
Outstanding amount until the end of the annual financial period
Zakat 51,978,119 Paid during the year
Taxes 562,703 Paid during the year
GOSI 145,768,619 Paid during the year
Government fees 25,490,802 Visas, passports, and labor office fees –
Paid during the year

Treasury shares maintained by the Company

Number of Treasury shares maintained by the Company Value (SAR) Maintenance date
Utilization details Purpose of keeping the shares as Treasury shares
1,200,000 181,200,000 29 September 2021 No Utilization Employee incentive program

Note: Treasury shares maintenance date is date at which solutions by stc purchased 1,200,000 of its own shares from stc at a cost of
SAR. 151 per share for cash consideration of SAR. 181,200,000.

solutions by stc’s Board of Directors and General Assembly approved the purchase of 1,200,000 shares that involved solution by stc buying back shares from its parent company stc to be retained as treasury shares and utilized as part of employees’ rewards and under different schemes and special terms\conditions that contribute towards attracting and retaining talents in addition to nurturing instead of elevating a healthy culture.

Solutions by stc utilized 184,250 shares from treasury shares in 2021 as celebratory grant to active employees on 30 September 2021
that vests on the 1st year anniversary from the grant date where the award of shares ceases to be conditional, i.e. the right to the shares passes from the company to the participant.

The objective of the celebratory grant is to:

i. Celebrate the success of IPO of the company with the employees.

ii. Recognize employees’ commitment and contribution.

iii. Share the rewards of the company’s success and profitable performance with the employees.

iv. Align the interests of the Company’s employees with those of its shareholders

The remaining treasury shares will be utilized in other share-based reward plans such as Long Term Incentive Plan (LTIP) for employees whose contributions are essential to the growth and success of solutions by stc, to attract and retain qualified individuals and to further align the interests of such employees with the shareholders of the company.

solutions management clarifications during the year 2021:

a. There were no debt instruments issued by the Company.

b. There were no debt instruments issued by the Company to its subsidiaries.

c. There were no debt instruments for the Company, and no interests, contractual documents, or subscription rights owned by Board Directors, Executive Management or their relatives in its shares or any of its subsidiaries.

d. The Company did not issue or grant any debt instruments convertible to shares, contractual-based securities, option rights, subscription right notes, or similar rights.

e. The Company did not issue any bonds, and therefore the Company did not redeem, buy, or cancel any recoverable debt instruments.

f. There is no arrangement or agreement under which one of the shareholders of the Company waived any rights
in profits.

g. There is no arrangement or agreement under which one of the board of directors or executive member of the Company waived any rights in profits.

h. Consolidated financial statements were prepared in accordance with international financial standards and in accordance with the Company’s by-laws and Articles of Association with respect to the preparation and publishing of financial statements.

i. The Company does not have any conversion or subscription rights under any convertible debt instrument, contractually based securities, warrants, or similar rights; both issued or granted.

j. There were no differences from the standards approved by the Saudi Organization for Certified Public Accountants (SOCPA), which are the IFRS Standards.

k. There were no comments received by the shareholders regarding the Company and its performance.

l. The External Auditor’s Report doesn’t contain any reservations on the relevant annual financial statements.

m. There were no arrangements or recommendations by the Board to change the Company’s External Auditor.

n. There was no recommendation to appoint an Internal Auditor for the Company, as it already has an Internal Audit Division.

o. There were no contradiction between the Audit Committee and the resolutions of the Board of Directors, or the Board’s refusal to take them into account regarding the appointment and dismissal of the Company’s Auditor, determining his fees and evaluating his performance or appointing the Internal Auditor.

The Board of Directors’ declarations includes the following:

a. The accounting records were properly and correctly prepared.

b. The internal control system was properly designed and effectively implemented.

c. There was no doubt about the Company’s ability to continue the business.

Conclusion

After thanking Allah Almighty, the Board of Directors would like to thank the Custodian of the Two Holy Mosques King Salman Bin Abdulaziz Al Saud, HRH Crown Prince Mohammed Bin Salman Bin Abdulaziz Al Saud, and our wise Government for the support, care, and encouragement they have given solutions in its quest to improve its performance and services.

The Board also expresses its gratitude and appreciation to solutions clients and shareholders for their trust, and to solutions employees for their dedication and diligence in the performance of their work. The Board confirms its commitment to develop solutions’ services to meet the requirements of its clients, realize shareholders’ aspirations, achieve its social objectives, and sustain the leadership position of solutions in the region’s Information Technology sector.

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