At solutions by stc, we are committed to the highest standards of Corporate Governance, encompassing regulatory compliance, enterprise risk management, internal controls, and cybersecurity. These practices, aligned with industry-leading standards and international certifications, foster a culture of integrity, ethics, and sustainable decision-making. By aligning governance with strategic priorities, we drive operational excellence, sustainable growth, and value creation for our shareholders, customers, employees, and society.

Ahmed Naji Bajnaid
Chief Governance Officer

Board of Directors

solutions by stc is 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 Al-Seif

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 Al-Seif
Mr. Abdullatif Ali Al-Seif
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. Yousef Abdulrahman Almarshad

Chief Commercial Officer

Mr. Ahmed Naji Bajnaid

Chief Governance Officer

Maher Salem Althiyabi

Chief Strategy Officer

Abdullah Turki Alotaibi

Chief Business Diversification Officer

Mr. Rajeh Saad Albogamy

Chief Audit Officer

Mr. Saleh Tariq Algroony

Chief People and Corporate Services 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. Yousef Abdulrahman Almarshad
Mr. Yousef Abdulrahman Almarshad
Chief Commercial Officer
Mr. Ahmed Naji Bajnaid
Mr. Ahmed Naji Bajnaid
Chief Governance Officer
Maher Salem Althiyabi
Maher Salem Althiyabi
Chief Strategy Officer
Abdullah Turki Alotaibi
Abdullah Turki Alotaibi
Chief Business Diversification Officer
Mr. Rajeh Saad Albogamy
Mr. Rajeh Saad Albogamy
Chief Audit Officer
Mr. Saleh Tariq Algroony
Mr. Saleh Tariq Algroony
Chief People and Corporate Services Officer

Board Committees

solutions by stc Management clarifications during the year 2024

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There were no debt instruments issued by the Company.

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No shares or debt instruments were issued for each affiliate company.

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No convertible debt instruments, contractual securities, rights issues, or similar rights were issued or granted by the Company during the fiscal year.

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There was no redemption, purchase, or cancellation by the Company of any redeemable debt instruments.

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No shareholder of the Company has waived any rights to dividends.

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No Board member or Senior Executive has waived any remunerations.

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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 (90) 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 before the end of the term for which it is appointed. It is worth to mention that what was voted on by the shareholders in the Ordinary General Assembly Meeting dated 29/05/2024 to approve the appointment of Ernest & Young to review the 1st quarter of the fiscal year 2025 was optional according to the offer submitted by them. The shareholders have approved the appointment of Deloitte as the Company’s external auditor for the aforementioned period in the Ordinary General Assembly Meeting dated 18/12/2024.

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There was no recommendation to appoint a new internal auditor for the Company, as an Internal Audit Division is already established and functioning effectively in line with governance requirements.

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No contradictions arose between the Audit Committee and the Board of Directors regarding decisions on the appointment, dismissal, or evaluation of the Company’s auditor, determining his fees, or the appointment of the internal auditor. The Board duly considered and addressed all relevant resolutions in these areas.

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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 Board member has any competing business with the Company or any of the activities practiced by the Company.

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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).

The Board of Directors’ Declarations include the following:

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Records of accounts have been properly and precisely prepared

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Internal control system is built on a sound basis and is effectively implemented

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There were no significant doubts concerning the Company’s ability to continue carrying out its 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 the Government for support extended to the Company in its progress and growth trajectory. The Board also expresses gratitude to solutions by stc’s clients and shareholders for their trust and to the Company’s employees for their commitment and dedication, which have contributed to solutions by stc’s successes. The Board confirms its commitment to innovation and excellence in developing services that exceed expectations of clients, realize shareholders’ aspirations, achieve the Kingdom of Saudi Arabia’s development objectives, and sustain the leadership position of solutions by stc in the region’s Information Technology sector.