National Investments Company (NIC) is committed to adopt the key principles of corporate governance to improve the company’s performance and services, mitigate risk of failure, and protect the stakeholders’ rights. NIC believes that the highest standards of corporate governance are essential to our business integrity, performance, and sustainable growth mission.

The Key Principles of Corporate Governance at NIC

1. Construct a Balanced Board Composition.
2. Establish Appropriate Roles and Responsibilities.
3. Recruit Highly Qualified Members for the Board and the Executive Management.
4. Safeguard the Integrity of Financial Reporting.
5. Apply Sound Systems of Risk Management and Internal Audit.
6. Promote Code of Conduct and Ethical Standards.
7. Ensure Timely and High-Quality Disclosure and Transparency.
8. Respect the Rights of Shareholders.
9. Recognize the Roles of Stakeholders.
10. Encourage and Enhance Performance.
11. Focus on the Importance of Corporate Social Responsibility.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) AGENDA at NIC

The Company believes that for global businesses, providing innovative and sustainable solutions to customers and establishing resilient business models that integrate Sustainability/Environment Social and Governance (ESG) aspects across the value chain are critical needs. In defining the Company’s ESG framework, mega trends, industry drivers, global frameworks and the national agenda have been analyzed and the Company has engaged with external and internal stakeholder groups emphasizing emerging Sustainability/ESG risks and opportunities.

The Board of Directors of National Investments Company comprises of six members and the company considered the diversity of skills, knowledge, relevant industry experience, culture, ethnicity, gender, while nominating Board. The term of Board membership is three years, renewable at the end of that term. Board members are elected by shareholders through secret ballot in the Ordinary General Assembly Meeting. Majority of members of the Board of Directors are non-executive members, and that at least 20% of the members of the Board of Directors are independent members, provided that the number of independent members shall not exceed half of the members of a Board of Directors

The Board of Directors have the widest powers in managing the Company in order to achieve the Company’s strategic objectives through oversight and following up the performance of the Executive Management with the aim of protecting shareholders’ interests through focusing on enhancing the Company’s financial solvency, corporate governance framework, compliance with laws and regulations, and maintaining a sound framework for internal control.

The Board has composed committees to support in carrying out some of its responsibilities effectively in accordance with the company’s needs, circumstances, and the business nature, each committee has its own written charter, which complies with the corporate governance rules and other applicable laws and regulations. The charters set forth the mission and responsibilities of the committees as well as qualifications for committee membership, procedures for committee member appointment and removal, committee structure and operations and reporting to the Board. Below is a brief about the Major Board Committees:

Audit Committee

This committee is responsible for assisting the Board in fulfilling its responsibilities related to the oversight over the quality and integrity of accounting, auditing, internal controls, risk management framework and financial reporting practices of the Company as well as the Company’s relationship with its external auditors.

Nomination and Remuneration Committee

This committee is responsible for recommending Board Members and Executive Members appointment, facilitating the annual assessment of Board performance as a whole and each member, as well as overseeing the training and development process of the Board and Executive Management, the committee is also responsible for evaluating the compensation and remuneration of the members of the Board and Executive Management with regard to the long-term objectives of the Company.

Risk Management Committee

This committee aims to promote effective board supervision of significant transactions within the Company. The Committee is responsible for all aspects of enterprise risk management including, but not restricted to strategic, market, financial, liquidity, clients, compliance, and operational risk.

The National Investments Company ensures that sufficient controls are in place to safeguard its assets against any improper and unauthorized use and that all transactions are properly accounted for. The Internal control in NIC is multifaceted and represented in:

• The four eyes’ principles of controls.
• Risk Management
• Compliance and commitment
• Internal and external Audit
• Disclosure and transparency
• Code of conduct and ethics.
• Monitoring related party transactions and avoiding conflict of interest.
• Whistle blowing
• Defining tasks and responsibilities and delegating authorities.
• Protecting stakeholder rights.