POWERS & RESPONSIBILITIES

Below are the audit committee powers and responsibilities:

1. Review periodical financial statements prior to their submission to the Board of Directors and provide such Board with opinion and recommendation concerning them, in order to ensure fairness and transparency of financial statements.
2. Provide the Board of Directors with its recommendations concerning the appointment, re-appointment, or replacement of the external Auditors, and specify the remunerations thereof. Upon recommendation of appointment, it is considered to verify independence of such external auditors and review letters of their appointment.
3. Follow up works of external Auditors and ensure no services other than services related to audit functions are provided to Al Ritaj.
4. Consider remarks of external auditors on Al Ritaj’s financial statements and follow up measures taken regarding them.
5. Consider the applied accounting policies and provide the Board of Directors with opinion and recommendation in this regard.
6. Evaluate the extent of sufficiency of internal audit systems in place, and prepare a report including the opinion and recommendations of the committee in this regard.
7. Supervise Al Ritaj’s internal audit department, in order to ensure its effectiveness in performing the operations and tasks assigned by the board of directors.
8. Recommend appointment of an internal audit manager, his transfer, and removal, in addition to evaluating his performance, and the performance of the internal audit department.
9. Review and approve audit plans proposed by the internal auditor and provide feedback.
10. Review the results of the internal audit reports and ensure that the necessary corrective actions were taken concerning the observations stated in such reports.
11. Review the outcomes of regulatory bodies reports and ensure that necessary measures were taken in this regard.
12. Verify Al Ritaj compliance with related rules, policies and regulations.

POWERS & RESPONSIBILITIES

Below are the minimum powers and roles of the risk & Compliance committee:

1. Prepare and review risk management strategies and policies prior to getting them approved by the board of directors and verify application of such strategies and policies and that they are appropriate to Al Ritaj’s nature and level of activities.
2. Ensure provision of resources and systems sufficient for risk management.
3. Evaluate systems and mechanisms of identifying, measuring and monitoring various types of risks that may face Al Ritaj, in order to identify areas of weakness.
4. Assist the Board of Directors to identify and evaluate Al Ritaj’s acceptable risk level, and ensure that Al Ritaj does not exceed such level after it approval by the Board of Directors.
5. Review the organizational structure of risk management and provide recommendations in this regards prior to its approval by the Board of Directors.
6. Verify independence of the risk management employees from activities that result in subjecting Al Ritaj to risks.
7. Verify that the risk management employees fully understand the risks surrounding Al Ritaj and raise awareness of employees concerning risk culture.
8. Prepare periodical reports concerning the nature of risks facing the company and submitting such reports to the Board of Directors.
9. Review issues raised by the related audit committee, which may affect risk management.
10. The risk & Compliance committee hold periodical meetings at least quarterly per annum and when necessary, and prepare the minutes thereof.

POWERS & RESPONSIBILITIES

Below are the powers and roles of the nomination and remunerations committee:

1. Recommending nomination and re-nomination acceptance for Members of a Board of Directors and executive management members.
2. Setting apparent policy for Members of a Board of Directors and executive management members’ remunerations, along with annual review of the required proper skills needs for Board membership. This in addition to importing applications for executive positions as required, studying and revising the application and determining various remuneration categories to be provided for employees such as fixed, performance-based, Share-like and end of service remuneration categories.
3. Designing job description for Executive Members, Non-Executive Members of a Board of Directors and independent members.
4. Ensuring that Members of a Board of Directors independency is valid.
5. Preparing detailed annual report for all remunerations given to Members of a Board of Directors and executive management members; whether cash or benefits or privileges, of whatever nature and title. However, this report shall be referred to the general assembly for approval and to be read by the Board chairman. The company shall apply accuracy and transparency standards while preparing the remuneration report so that all, directly and indirectly, given remunerations shall be disclosed and avoid any attempt to hide or mislead.