“The Corporate Goverance Office plays a vital role for the organization to keep solutions by stc’s brand and image as a trusted business enabler and partner to their clients. Adopting bestin-class practices is our goal to become a distinctive benchmark in our operations.”

Ahmed Naji Bajnaid
Chief Governance Officer

Board of Directors

solutions by stc are managed by a Board of Directors consisting of 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 3 years for each session. As an exception, the Conversion General Assembly shall appoint the first Board of Directors for 5 years, and they may be reappointed unless otherwise provided in the Company’s By-laws. The current 5-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 Nationality
1 Mr. Riyadh Saeed Muawad Chairman of the Board Non-Executive Member Saudi
2 Mr. Haithem Mohammed Alfaraj Deputy Chairman of the Board Non-Executive Member Saudi
3 Mr. Emad Aoudah Al Aoudah Board Member Non-Executive Member Saudi
4 Mr. Omar Abdulaziz Alshabibi Board Member Non-Executive Member Saudi
5 Mr. Mathad Faisal Alajmi Board Member Non-Executive Member Saudi
6 Mr. Mohammed Abdullah Alabbadi Board Member Non-Executive Member Saudi
7 Mr. Mohammad Abdullah Alaseeri Board Member Independent Member Saudi
8 Mr. Abdullatif Ali Alseif Board Member Independent Member Saudi
9 Mr. Fahad Suleiman Alamoud Board Member Independent Member Saudi

Board of Directors

Mr. Riyadh Saeed Muawad

Chairman of the Board

Mr. Haithem Mohammed Alfaraj

Deputy Chairman of the Board

Mr. Emad Aoudah Al Aoudah

Member

Mr. Omar Abdulaziz Alshabibi

Member

Mr. Mathad Faisal Alajmi

Member

Mr. Mohammed Abdullah Alabbadi

Member

Mr. Mohammad Abdullah Alaseeri

Member

Mr. Abdullatif Ali Alseif

Member

Mr. Fahad Suleiman Alamoud

Member

Mr. Riyadh Saeed Muawad
Mr. Riyadh Saeed Muawad
Mr. Haithem Mohammed Alfaraj
Mr. Haithem Mohammed Alfaraj
Mr. Emad Aoudah Al Aoudah
Mr. Emad Aoudah Al Aoudah
Mr. Omar Abdulaziz Alshabibi
Mr. Omar Abdulaziz Alshabibi
Mr. Mathad Faisal Alajmi
Mr. Mathad Faisal Alajmi
Mr. Mohammed Abdullah Alabbadi
Mr. Mohammed Abdullah Alabbadi
Mr. Mohammad Abdullah Alaseeri
Mr. Mohammad Abdullah Alaseeri
Mr. Abdullatif Ali Alseif
Mr. Abdullatif Ali Alseif
Mr. Fahad Suleiman Alamoud
Mr. Fahad Suleiman Alamoud
Executive Management
Mr. Omer Abdullah Alnomany

Chief Executive Officer

Mr. Abdulrahman Hamad Alrubaia

Chief Financial Officer

Mr. Saleh Abdullah Alzahrani

Chief Technology Officer

Mr. Muataz Abdullah Aldharrab

Chief Strategy Officer

Mr. Rajeh Saad Albogamy

Chief Audit Officer

Mr. Ahmed Naji Bajnaid

Chief Governance Officer

Mr. Hatem Abdulhalim Elkady

Chief Partnerships and Synergies Officer

Mr. Saleh Tariq Algroony

Chief People and Corporate Services Officer

Mr. Thamir Mohammed Alhammad

Chief Business Diversification Officer

Mr. Yousef Abdulrahman Almarshad

Chief Commercial Officer

Mr. Omer Abdullah Alnomany
Mr. Omer Abdullah Alnomany
Chief Executive Officer
Mr. Abdulrahman Hamad Alrubaia
Mr. Abdulrahman Hamad Alrubaia
Chief Financial Officer
Mr. Saleh Abdullah Alzahrani
Mr. Saleh Abdullah Alzahrani
Chief Technology Officer
Mr. Muataz Abdullah Aldharrab
Mr. Muataz Abdullah Aldharrab
Chief Strategy Officer
Mr. Rajeh Saad Albogamy
Mr. Rajeh Saad Albogamy
Chief Audit Officer
Mr. Ahmed Naji Bajnaid
Mr. Ahmed Naji Bajnaid
Chief Governance Officer
Mr. Hatem Abdulhalim Elkady
Mr. Hatem Abdulhalim Elkady
Chief Partnerships and Synergies Officer
Mr. Saleh Tariq Algroony
Mr. Saleh Tariq Algroony
Chief People and Corporate Services Officer
Mr. Thamir Mohammed Alhammad
Mr. Thamir Mohammed Alhammad
Chief Business Diversification Officer
Mr. Yousef Abdulrahman Almarshad
Mr. Yousef Abdulrahman Almarshad
Chief Commercial Officer

Board Committees

Affiliate Companies

Affiliate Name Capital Company’s Ownership Percentage Main Scope of Business Country of Operation Country of Incorporation
stc 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
Giza Systems SAR 18,050,580 (USD 4,813,488) 88.19% Giza Systems a leading systems integrator in the MEA region. It designs and deploys industry-specific technology solutions for asset-intensive industries such as the telecommunications, utilities, oil and gas, hospitality, and real estate among other market sectors, and assists clients streamline their operations and businesses through our portfolio of solutions, managed services, and consultancy practice. - Egypt
- Kingdom of Saudi Arabia
- United Arab Emirates
- Qatar
- Kenya
- Tanzania
- Uganda
- Nigeri
Egypt
ccc by stc SAR 4,500,000 100% Contacts services Kingdom of Saudi Arabia Kingdom of Saudi Arabia

Dividends Distributed During the Year

2023* 2022
Ratio (of paid-up capital) 60% 50%
Total amount (SAR) 714 million 595 million

*Subject to the approval of the General Assembly

solutions by stc Management Clarifications during the year 2023

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There were no debt instruments issued by the Company.

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

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

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

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

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There is no arrangement or agreement under which one of the members of the Board of Directors or Executive Management of the Company waived any rights in profits.

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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. However, 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.

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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.

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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.

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

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

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The external auditor’s report doesn’t contain any reservations on the relevant annual financial statements.

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There were no arrangements or recommendations by the Board to change the Company’s external auditor.

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

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There were no contradictions 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 not appointing an internal auditor.

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

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No instance of sanctions, penalties, preventive measures, or precautionary restrictions were imposed on the Company during the year.

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No investments or reserves were made or set up for the benefit of the employees of the Company.

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According to Article 85 of Rules on the Offer of Securities and Continuing Obligations, the Company has not been informed of any interest in voting rights shares owned by any person (other than Board members and Senior Executives and their relatives).