العربية

Corporate governance

Download PDF
Corporate governance

Introduction

The Board of Directors of solutions by stc is committed to implementing effective governance of its administrative and financial systems through the organization of operations and the clear distribution of powers and responsibilities. This ensures compliance, internal control, and transparency, promotes fairness among shareholders, protects the rights of stakeholders, adheres to the applicable laws and regulations in the Kingdom of Saudi Arabia, and contributes to achieving the objectives of the Kingdom’s Vision 2030 and the aspirations of the wise government.

Driven by its commitment to adopting best practices in corporate governance, solutions by stc has implemented a comprehensive governance framework that strengthens the principles of fairness, accountability, and transparency, aiming to ensure full compliance with laws and regulations and to enhance the confidence of shareholders and stakeholders. In this regard, the Company has adopted a comprehensive set of corporate governance policies and procedures based on the Corporate Governance Regulations in Saudi Arabia, along with general policies that promote business ethics and regulatory compliance. The Company has also approved organizational documents to guide the Board of Directors, Executive Management, and all employees, including those of contractors and subsidiaries under its control. These policies cover various areas such as health, safety, and environment; fair competition; anti-monopoly, anti-bribery, and anti-corruption; conflict of interest; disclosure controls; insider trading; related party transactions; data protection; internal investigations; and compliance with applicable regulations.

solutions by stc believes that the corporate compliance management system is one of the key pillars of its success. The Company continuously strives to develop and enhance this system to ensure adherence to regulations and to strengthen the culture of compliance, positioning itself as a leading model in this field, and reinforcing trust among customers, partners, and investors.

Governance has also played a tangible role in supporting sustainability through initiatives that strengthen the Board’s role in adopting international agreements and standards to promote ethical practices. This has been achieved by fostering a culture of compliance and enhancing stakeholder relations.

The Board of Directors of solutions by stc also seeks to promote governance practices across the Group, as the Executive Management of subsidiaries operates through their respective boards and executive committees to align their activities with local and international best practices, thereby enhancing the Group’s growth and integration. The Company continues to develop its governance policies in accordance with relevant laws and regulations and applies sound governance practices that enhance integrity and transparency within regulatory frameworks, enabling the achievement of its strategic objectives.

In line with its commitment to transparency, solutions by stc publishes all relevant regulations and policies on its official website (www.solutions.com.sa), including:

  • Charter of the Board of Directors of solutions by stc
  • Board Committees’ Regulations
  • Corporate Governance Regulations
  • Conflict of Interest and Related Party Transactions Policy
  • Code of Ethics and Professional Conduct
  • Anti-Fraud and Anti-Corruption Policy
  • Whistleblowing Policy
  • Sustainability Policies and Reports

To align with sustainability requirements, solutions by stc complies with the disclosure guidelines for ESG practices issued by the Saudi CMA, and continues to enhance its alignment with the Global Reporting Initiative (GRI) Standards 2021, the UN SDGs, and the UNGC.

Moreover, the Company continues to support Saudi Vision 2030 by aligning its strategies with the Communications, Space, and Technology Commission’s Strategy, the National Data and Artificial Intelligence Strategy, and the Ministry of Communications and Information Technology’s Strategy, reflecting its active role as a key partner in driving national digital transformation.

solutions by stc believes that sustainable success is built on integrity, responsibility, and transparency. The Code of Ethics and Professional Conduct serves as a cornerstone in fostering an ethical work environment that extends to all partners. The Company has also established a clear Conflict of Interest and Related Party Transactions Policy to protect the integrity of decision-making and ensure transparency and fairness in all dealings, requiring all employees to disclose any potential conflicts of interest that may arise.

Board of Directors

The Company is managed by a Board of Directors consisting of 9 members, classified in accordance with the definitions set out in the Corporate Governance Regulations issued by the CMA in the Kingdom of Saudi Arabia. The members were elected by the Company’s General Assembly convened on 3 December 2025 for the new Board term, which commenced on 22 December 2025 and will run for a period of 4 calendar years, ending on 21 December 2029, as follows:

Name Nature of Membership Membership Classification Nationality
1 Mr. Riyadh Saeed Muawad Chairman of the Board Non-Executive Saudi
2 Mr. Haithem Mohammed AlFaraj Deputy Chairman of the Board Non-Executive Saudi
3 Mr. Mathad Faisal AlAjmi Board member Non-Executive Saudi
4 Mr. Mohammed Abdullah AlAbbadi Board member Non-Executive Saudi
5 Mr. Motaz Ali Alangari Board member Non-Executive Saudi
6 Mr. Ali Abdullah Alharbi Board member Non-Executive Saudi
7 Mr. Abdullatif Ali Al-Seif Board member Independent Saudi
8 Mr. Fahad Suliman Abalkhail Board member Independent Saudi
9 Mr. Fahad Adnan Al Mansour Board member Independent Saudi

The Audit Committee was also formed at the Board of Directors’ meeting held on 24 December 2025, during which its responsibilities, operating controls, and members’ remuneration were determined for the new term, effective from 24 December 2025 until the end of the Board’s term on 21 December 2029.

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 Saudi
2 Mr. Haithem Mohammed AlFaraj Deputy Chairman of the Board Non-Executive Saudi
3 Mr. Emad Aoudah Al Aoudah 1 Board member Non-Executive Saudi
4 Mr. Omar Abdulaziz AlShabibi 1 Board member Non-Executive Saudi
5 Mr. Mathad Faisal AlAjmi Board member Non-Executive Saudi
6 Mr. Mohammed Abdullah AlAbbadi Board member Non-Executive Saudi
7 Mr. Motaz Ali Alangari 2 Board member Non-Executive Saudi
8 Mr. Ali Abdullah Alharbi 2 Board member Non-Executive Saudi
9 Mr. Mohammad Abdullah Alaseeri 1 Board member Independent Saudi
10 Mr. Abdullatif Ali Al-Seif Board member Independent Saudi
11 Mr. Fahad Suliman Abalkhail Board member Independent Saudi
12 Mr. Fahad Adnan Al Mansour 2 Board member Independent Saudi
  • 1 Membership ended with the conclusion of the previous Board of Directors’ term (No. 1) on 21 December 2025.
  • 2 Elected by the Company’s General Assembly convened on 3 December 2025 for the new Board term (No. 2), which commences on 22 December 2025 and will last for 4 calendar years, ending on 21 December 2029.

Board of Directors

Committee members

Executive Management

Board committees

In accordance with the Corporate Governance Regulations issued by the CMA and the Companies Law, the Company has prepared a charter for the Audit Committee, the Nomination and Remuneration Committee, the Executive Committee, and the Investment Committee, as these charters include the rules for the members of the committee, their term of membership, and their duties. All these charters and regulations were approved by the Board of Directors and the General Assembly of shareholders, as per the Company’s Bylaws. solutions by stc have 4 committees as follows:

Clarifications

solutions by stc Management clarifications during the year 2025

  1. There were no debt instruments issued by the Company.
  2. No shares or debt instruments were issued for each affiliate company.
  3. No convertible debt instruments, contractual securities, rights issues, or similar rights were issued or granted by the Company during the fiscal year.
  4. 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.
  5. There was no redemption, purchase, or cancellation by the Company of any redeemable debt instruments.
  6. No shareholder of the Company has waived any rights to dividends.
  7. No Board member or Senior Executive has waived any remunerations.
  8. The Company complied with the disclosure of components of the Senior Executive’s remuneration on aggregate, in line with the requirements of sub-paragraph (b) of paragraph (4) of Article (90) of the Corporate Governance Regulations issued by the CMA. 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.
  1. Consolidated financial statements were prepared in accordance with international financial standards and in accordance with the Company’s Bylaws and Articles of Association with respect to the preparation and publishing of financial statements.
  2. There were no differences from the standards approved by the Saudi Organization for Certified Public Accountants (SOCPA), which are the IFRS’s standards.
  3. The external auditor’s report doesn’t contain any reservations on the relevant annual financial statements.
  4. 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.
  5. There was no recommendation to appoint a new internal auditor, as the Internal Audit Division continues to operate effectively in line with governance and regulatory requirements.
  6. No contradictions arose between the Audit Committee and the Board of Directors regarding the appointment, dismissal, or evaluation of the Company’s auditor, the determination of auditor fees, or the appointment of the internal auditor. All related matters were duly reviewed and approved by the Board.
  7. No investments or reserves were made or set up for the benefit of the employees of the Company.

  1. 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).
  2. There were no comments received by the shareholders regarding the Company and its performance.
  3. No Board member has any competing business with the Company or any of the activities practiced by the Company.
  4. No instance of sanctions, penalties, preventive measures, or precautionary restrictions were imposed on the Company during the year.
  5. During 2025 the Company has not conducted any business or contract in which there was a substantial interest from the members of the Board of Directors and Executive Management, or any person related to any of them.

The Board of Directors’ declarations include the following:

  • Records of accounts have been properly and precisely prepared
  • Internal control system is built on a sound basis and is effectively implemented
  • 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.