| Element List | Explanation |
|---|---|
| Introduction | Itmam Consultancy Company announces the opening of nominations for Board of Directors membership to fill the newly created seat and complete the current board term in the current board term, which commenced on 17-12-2023 and runs for four years, concluding on 16-12-2027. The member of the Board of Directors will be elected among the candidates who satisfy the conditions and requirements set forth in this announcement and in the relevant laws and regulations. The election will take place at the Company’s General Assembly Meeting, the date of which will be announced later upon completion of the necessary statutory procedures. |
| Type of Assembly | Supplementary Session |
| Term Start Date | 2023-12-17 |
| Term End Date | 2027-12-16 |
| Number of members | 1 |
| Nomination Start Date | 2026-07-21 Corresponding to 1448-02-07 |
| Nomination End Date | 2026-08-20 Corresponding to 1448-03-07 |
| Applications Submission Method | Nomination applications will be accepted by shareholders wishing to nominate themselves or one or more other people for membership on the Board of Directors, subject to the completion and submission of all supporting documents and forms referred to in the Board Membership Policies and Criteria attached hereto. Nomination applications, together with all supporting documents and the required forms referred to above, must be submitted via email to: Nominations@itmam.sa We are also pleased to receive your inquiries or comments through the Investor Relations Department using the following contact details: Telephone: +966 11 247 5339 Email: IR@itmam.sa |
| Policy and criteria of nomination | Membership Eligibility Criteria: 1. The candidate must possess a sufficient understanding of the Company’s activities and the industry in which it operates. 2. The candidate must have academic qualifications and practical experience relevant to the Company’s business sector, including, without limitation, experience in the industry in which the Company operates or with publicly listed companies. 3. The candidate must not have been convicted of any offense involving dishonesty, breach of trust, or any violation of applicable laws and regulations. 4. The candidate must possess the professional competence, leadership capabilities, and relevant experience necessary to effectively discharge the duties and responsibilities of a Board member. 5. The candidate must not have any actual or potential material conflict of interest with the interests of the Company. 6. Where the candidate is seeking election as an Independent Director, the candidate must satisfy the independence requirements prescribed under the applicable laws and regulations and must not have any relationship or interest that could impair his or her independence or objectivity. Nomination Requirements 1. The candidate must submit a written application to the Company expressing his or her intention to stand for election to the Board of Directors. The application must, at a minimum, include a personal profile, curriculum vitae, academic qualifications, and professional experience relevant to the Company’s business or related fields. 2. The candidate must complete the Board Member Curriculum Vitae Form approved by the Saudi Capital Market Authority (CMA) for nominees to the board of directors of companies listed on the Saudi Exchange. The form is available on the CMA’s official website. 3. The candidate must disclose any actual or potential conflicts of interest in accordance with the applicable statutory procedures. 4. The candidate must complete any forms, declarations, and disclosures required by the Company. 5. The candidate must provide a statement detailing all current and previous memberships on the boards of directors of other companies, as well as any committees on which the candidate has served or continues to serve. 6. The candidate must provide a copy of a valid National Identity Card, together with current contact details, residential address, mobile telephone number, and email address. 7. The candidate must provide a statement identifying any companies in which the candidate holds a management position or ownership interest that operate in the same line of business as the Company or have contractual relationships or shared business interests with the Company. 8. The candidate must provide a declaration confirming his or her readiness to fulfill the duties and responsibilities of Board membership, devote sufficient time to attend Board and committee meetings of which the candidate is a member, and perform such duties in a manner that serves the best interests of the Company. 9. The candidate must declare that he or she satisfies the membership criteria set out in the Company’s Board Membership Policy and Criteria and in this announcement. Should it subsequently be determined that the candidate does not meet such criteria, the Company reserves the right to reject the nomination or take any action it deems appropriate in accordance with the applicable laws and regulations. |
| Attachment of the CMA approved resume for the nominees for board memberships in the joint-stock companies listed on the Saudi Exchange | Attachment of the CMA approved resume for the nominees for board memberships in the joint-stock companies listed on the Saudi Exchange |
| Attached Documents | Attached Documents Attached Documents Attached Documents |