|Astra Industrial Group announces the opening of the nomination for the membership of the Board of Directors of the company for the upcoming term starting from 22-04-2022 for a period of three years ending on 21-04-2025, in accordance with prevailing guidelines stipulated in the Companies Act issued by the Ministry of Commerce, the “Corporate Governance Regulations” issued by the Capital Market Authority, and the approved company policy for nominations (attached). The elections will take place during an upcoming General Assembly meeting, which will be announced later after securing the necessary approvals from the respective authorities.
|Type of Assembly
|Assembly Start Date
|2022-04-22 Corresponding to 1443-09-21
|Assembly End Date
|2025-04-21 Corresponding to 1446-10-23
|Number of members
|Application Start Date
|2021-12-09 Corresponding to 1443-05-05
|Application End Date
|2022-01-31 Corresponding to 1443-06-28
|Applications Submission Method
|The candidate shall submit his nomination papers and documents to the attention of the Secretary of the Nomination and Remuneration Committee, through one of the following methods:1- By registered mail:Astra Industrial Group CompanyPO Box: 1560 Riyadh 11441 – Kingdom Saudi Arabia2- The national address (wasel):8128 Salah Al-Din Al-Ayyubi Road – King Abdul Aziz Unit No. 1 – Zip Code 12233 Additional Number 4322 Riyadh, Kingdom of Saudi Arabia3- Hand it over at the company’s head office during the company’s official working hours from 8:30 am to 5:30 pm.4- send by e-mail to (Khaled.firstname.lastname@example.org).For more details, you may communicate through:Khaled.email@example.com
|The candidate must fulfill all the conditions of nomination for the Board of Directors membership in accordance with the relevant laws and regulations, and the charter of the Standards and Procedures for the Membership of the Board of Directors approved by the General Assembly of the company (attached) which includes the following:1. Each shareholder shall have the right to nominate himself/ herself or other person(s) for membership to the Board of directors, to the extent of his shareholding in the capital.2. Submitting application form signed by the applicant (attached) along with Id/passport copy for individuals and CR for companies.3. The candidate’s resume, explaining his bio data, qualifications, and experience.4. Submit a signed copy of form No. (3) issued by the Capital Markets Authority for Board membership candidacy in the Board of Directors of a joint stock company listed on the Saudi Stock Exchange (Tadawul) after filling it out (Attached).5. Submit a signed copy of form No. (1) Curriculum vitae after filling it out in both Arabic and English (Attached).6. The candidate who has previously served as a member of the board of directors of one of other joint-stock companies must submit a statement showing the number and date of the boards of directors of the companies to which he is currently or formerly a member.7. The nominee shall not be a member of the Boards of Directors of more than five listed joint stock companies at the same time.8. A person who desires to nominate himself/herself for the membership of the Board shall disclose to the Board or the General Assembly any cases of conflicts of interest, including:a. Having direct or indirect interest in the contracts and businesses entered into for the benefit of the Company in which he/she desires to be nominated to the Board.b. Engaging in business that may compete with the Company or any of its activities.9) If the candidate has filled before membership of the board of directors of the company, he shall enclose with the nomination notice a statement from the company management about the last session in which he was a board member, including the following information:a) The number of board of directors’ meetings held during each of the session years, and the number of the meetings which he attended in person and the percentage of attending all of the meetings.b) Names of the permanent committees in which the member participated and number of meetings that each committee held during each of the session years, and the number of meetings he attended personally, and ratio of his attendance in all meetings.c) Summary of the financial results achieved by the company during each of the session years.The Nomination and Remunerations Committee will review the nomination requests submitted to it. Noting that incomplete applications will not be considered and voting in the General Assembly shall be confined to the Board nominees who nominate himself/herself in accordance with the Policies, Standards and procedures for Board Membership, and the provisions contained in this announcement.
POLICY, STANDARDS AND PROCEDURES FOR MEMBERSHIP IN THE BOARD OF DIRECTORS
| Form No. 1 Resume
Form No.2 For the new term from 22/04/2022 to 21/04/2025
The Capital Market Authority and the Saudi Stock Exchange take no responsibility for the contents of this disclosure, make no representations as to its accuracy or completeness, and expressly disclaim any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this disclosure, and the issuer accepts full responsibility for the accuracy of the information contained in it and confirms, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts or information the omission of which would make the disclosure misleading, incomplete or inaccurate.