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Corporate Governance

The Board of Directors of Red Sea International Company believes strongly that good corporate governance goes hand-in-hand with the Company's long-term business success. The Company’s success to date has been the direct result of the Company's key business strategies and the implementation of the highest business standards. To accomplish its strategic goals, Red Sea has consistently, over many years, developed and followed a program of corporate strict governance rules and regulations, which are well defined and outlined in the Company’s Corporate Governance Charters.

Board of Directors

Red Sea International Company is managed by a Board consisting of (12) members appointed by the General Assembly for a period that does not exceed three (3) years. The role of the Board includes:

  1. Approve the strategies and key objectives of the Company and oversee their implementations, including:
    • Develop the overall strategy of the Company and major action plans, and constant review of risk management policies.
    • Determine the strategies, financial objectives and optimal capital structure for the Company and approve Annual Budgets.
    • Oversee major capital expenditures of the Company, and managing and acquiring of assets.
    • Set performance targets and monitor its execution and overall performance of the Company.
    • Periodical review and approval of the organizational and functional structures of the Company.
  2. Develop and review policies and regulations for Internal Control, including:
    • Develop written policies governing conflicts of interest and deal with cases of potential conflicts for each of the members of the Board of Directors and executive management and shareholders, including misuse of corporate assets and facilities, and abuse resulting from transactions with the related persons.
    • Ensure the integrity of financial and accounting policies, including regulations relating to the preparation of financial reports.
    • Ensure the application of appropriate control systems to manage risks, and determine the main risk areas that may be facing the company and discuss them with transparency.
    • Annual review of the effectiveness of internal control procedures in the company.
  3. Drafting a Corporate Governance Code for the Company, and monitor the effectiveness of the code and amend it when required.
  4. Laying down specific and explicit policies, standards and procedures for the membership of the Board of Directors and implementing them after they have been approved by the General Assembly.
  5. Outlining a written policy that regulates the relationship with the stakeholders with a view to protecting their respective rights in particular.
  6. Laying down policies and procedures to ensure the Company’s compliance with the laws and regulations and the Company’s obligation to disclose material information to shareholders, creditors and other stakeholders.

Red Sea operates 3 key Committees which assists the Board to carry out its duties to achieve optimum performance and to benefit from the expertise of their members. These committees are also responsible for developing policies and plans, enforce the rules of authorities and make their recommendations to the Board as requested.

Executive Committees

According to Article (5) of the Executive Committee Character, the committee shall consist of five (5) members. During the year 2019, the Executive Committee became short of one member due to change took place in board composition. The Committee chaired by Dr. Ibrahim Al Madhoun until the third quarter of the year with membership of Mr. Jamal Al Dabbagh, Mr. Saleh Binladen, and Mr. Mohamed Husnee Jazeel. The committee takes the responsibility of proposing major executive and strategic decisions to the Board of Directors in accordance with the specified authorities and then recommends them to the Board for approval.  

Audit Committee

The Audit Committee consists of (4) non-executive members from the Board. It is chaired by Mr. Sami BinMahfooz (Independent) and membership of Mr. Jamal Al Dabbagh (Non-Executive) and Mr. Mohamed Husnee Jazeel (Non-Executive) and Dr. Muhammad Ali Ikhwan (Independent). The Committee is responsible for ensuring the accuracy, integrity, transparency, and independence of the business and operations performed by the company and its subsidiaries, in accordance with the requirements of the rules and regulations of Ministry of Commerce and Investments (MCI), the Capital Market Authority (CMA), and other relevant authorities, in addition to the requirements of the international professional standards in that regard, in a way to enable the Board to perform its entrusted responsibilities and protect the interests of the shareholders.

Nomination and Compensation Committee

The Nomination and Compensation Committee consists of (4) members from the Board. It is chaired by Mr. Saleh Binladen (Non-Executive) and membership of Dr. Ibrahim Al Madhoun (Independent), Mr. Jamal Al Dabbagh (Non-Executive), and Mr. Mohamed Husnee Jazeel (NonExecutive). The committee is responsible for reviewing all actions and policies, programs and requirements related to the Members of the Board and their membership. It is also responsible for developing clear policies for the remuneration and compensation of Board Members and Senior Executives and recommends them to the Board for approval.