| Element List | Explanation |
|---|---|
| Introduction | Saudi AZM for Communication and Information Technology Co. (“AZM” or “The Company”) Announces to its shareholders the opening of nominations for a membership in the Company’s Board of Directors for the forthcoming session, noting that five members will be selected, including at least two independent members, in accordance with the definition of an independent member stipulated in the Corporate Governance Regulations issued by the Capital Market Authority. Nomination for membership in the Board of Director’s next session will be in accordance with the provisions contained in the Companies Law and the Corporate Governance Regulations issued by the Capital Market Authority, in addition to the Board of Directors Membership Policy (attached) and approved by the General Assembly. The members nominated for the new session will be elected at the Company's general assembly meeting, the date of which will be announced later -God willing- after obtaining the necessary regulatory approvals from the relevant authorities. |
| Type of Assembly | New Session |
| Term Start Date | 2026-06-22 |
| Term End Date | 2030-06-21 |
| Number of members | 5 |
| Nomination Start Date | 2026-03-04 Corresponding to 1447-09-15 |
| Nomination End Date | 2026-04-03 Corresponding to 1447-10-15 |
| Applications Submission Method | Nomination applications will be received from shareholders interested in nominating themselves or one or more other persons for membership in the Board of Directors, after completing all attachments and forms referred to in the company's Board of Directors membership policies and standards and submitting them in Arabic and English (attached). Nomination applications, all their attachments and the mentioned forms must be sent to this email: Nominations@azm.sa We are also pleased to receive your inquiries or comments by communicating with our Investors Relations via the following means of communication: Phone: (+966) 112884141 Email: IR@azm |
| Policy and criteria of nomination | First: Conditions for Board of Directors Membership: Considering the Company's Board of Directors Membership Policy approved by the General Assembly, which are: • The member must not have been previously convicted of a crime involving dishonesty or breach of trust, must not be insolvent or bankrupt, and must be fit for Board membership in accordance with any applicable laws and regulations in the Kingdom of Saudi Arabia. • The member must not serve on the boards of more than five listed joint-stock companies at the same time. • The member must not be a senior executive or a board member of a company that has been declared bankrupt or liquidated pursuant to a judicial order. • An independent member must enjoy complete independence in their position and decisions, and none of the independence impairments stipulated in the Corporate Governance Regulations shall apply to them. Business and contracts entered into with a Board member to meet their personal needs shall not be deemed an interest that conflicts with the independence of the Board member requiring authorization from the Ordinary General Assembly, provided that such businesses and contracts are conducted under the same terms and conditions followed by the Company with all contractors and counterparties and fall within the Company’s ordinary course of business, unless the Nominations Committee determines otherwise. • Leadership Ability: The member must possess leadership skills that enable the delegation of authority in a manner that promotes performance, applies best practices in effective management, and upholds professional values and ethics. • Competence: The member must have appropriate academic qualifications, professional and personal skills, an adequate level of training, and practical experience relevant to the Company’s current and future activities, or in management, economics, accounting, law, or governance, in addition to a willingness to undertake continuous learning and training. • Guidance Ability: The member must possess the technical, leadership, and administrative capabilities, the ability to make decisions in a timely manner, understand technical requirements related to workflow, and provide strategic direction, planning, and a clear future vision. • Financial Literacy: The member must be able to read and understand financial statements and reports. • Health Fitness: The member must not have any health condition that prevents them from performing their duties and responsibilities. • The candidate for Board membership must adhere to the principles of honesty, integrity, loyalty, and due care in managing the Company and its shareholders and must prioritize the interests of the Company and its shareholders over their personal interests. This includes, in particular: • Honesty: The Board member’s relationship with the Company must be professional and transparent, and they must disclose any material information before entering into any transaction or contract with the Company or any of its subsidiaries. • Loyalty: The Board member must avoid transactions that involve a conflict of interest, ensure fairness in dealings, and comply with the conflict-of-interest provisions stipulated in the Corporate Governance Regulations. • Care and Diligence: The Board member must perform their duties and responsibilities in accordance with the Companies Law, the Capital Market Law, their implementing regulations, the Company’s Bylaws, and other relevant laws and regulations. • Due consideration shall be given to diversity in academic qualifications and practical experience, and priority in nomination shall be given to candidates whose skills align with the Company’s needs for Board membership. • The Board member must allocate sufficient time and effort to effectively perform their responsibilities on the Board. Second: Nomination Requirements: For a nomination application to be accepted, all nomination conditions and criteria approved must be satisfied. All required attachments and forms must be duly completed electronically and submitted in both Arabic and English, as follows: • The nomination application form must be fully completed (attached), together with all supporting documents. • The candidate’s curriculum vitae form – Form No. (3) issued by the Capital Market Authority (attached) must be completed. The Company must be provided with a complete signed copy in PDF format, along with an identical electronic copy in Word format matching the signed version. The candidate may obtain the form from the Capital Market Authority’s website: https://cma.gov.sa/en/RulesRegulations/FormsSite/Pages/default.aspx • Curriculum Vitae Form No. (1) (attached). • Any additional documents or information requested by the Company or the relevant regulatory authorities. • A copy of the ID and/or commercial registration (as applicable). |
| 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 |