Board of Directors
The Board of Directors is responsible for providing strategic direction, overseeing management, and safeguarding the interests of the Company and its shareholders. The Board operates in accordance with Almarai’s Corporate Governance Rules, the Company’s bylaws, and the requirements of the Capital Market Authority and other applicable regulations in the Kingdom of Saudi Arabia.
The Board consists of nine members elected by shareholders through the General Assembly. The Board delegates executive authority for the day-to-day management of the Company to executive management, led by the Chief Executive Officer, while retaining overall responsibility for oversight, performance monitoring, and the effectiveness of governance and control arrangements.
Key Responsibilities of the Board
The Board’s responsibilities include, among others:
Strategy and Performance Oversight
- Approving the Company’s strategic direction, objectives, and key initiatives
- Reviewing and approving annual business plans, budgets, and capital expenditure programs
- Monitoring performance against approved plans and reviewing significant operational and financial developments
- Approving the organizational structure and key management appointments, as required
Governance and Oversight
- Establishing appropriate governance arrangements and ensuring the effectiveness of Board and committee structures
- Approving key governance policies and ensuring that conflicts of interest are managed appropriately
- Overseeing the Company’s compliance with applicable laws, regulations, and listing requirements
- Ensuring the existence of clear delegation of authority, accountability, and reporting lines across the Company
Risk Management and Internal Controls
- Approving the risk management framework and overseeing the Company’s principal risks and risk mitigation measures
- Ensuring the existence and effectiveness of internal control systems and the integrity of financial reporting
- Reviewing internal control effectiveness at least annually and addressing any material weaknesses, as required
- Overseeing the independence and effectiveness of internal and external assurance functions
Disclosure, Reporting, and Shareholder Matters
- Overseeing the preparation and publication of the Company’s integrated annual report and other required disclosures
- Ensuring timely and accurate disclosure of material information to the market in accordance with regulatory requirements
- Reviewing and recommending dividend distributions to shareholders, where applicable
- Approving matters that are required to be submitted to shareholders through the General Assembly
Stakeholders and Conduct
- Approving policies that support ethical conduct, integrity, and transparency
- Overseeing the Company’s approach to stakeholder relations, including mechanisms for handling complaints and disputes
- Ensuring that appropriate policies are in place to safeguard confidentiality and the fair treatment of stakeholders
Read more about our governance of sustainability matters here.
Board Evaluation
The Board conducts periodic performance evaluations, including evaluations of Board effectiveness and individual director performance, using a structured approach aligned with governance requirements.
Board Composition and Independence
In accordance with applicable corporate governance regulations and Almarai’s Corporate Governance Rules, independent directors represent at least one third of the Board’s members. As of 31 December 2025, the Board comprised nine members, including six non-executive members and three independent directors, meeting this requirement.
The following tables provide disclosures on the composition of the Board of Directors, including membership status and other board memberships.
Member Name | Position | Membership Status | (Listed/Unlisted) | Membership of Joint Stock Companies Inside and Outside of the Kingdom of Saudi Arabia |
|---|---|---|---|---|
HH Prince Naif Bin Sultan Bin Mohammed Bin Saud Al Kabeer | Chairman of the Board | Non-Executive | Listed | Arabian Shield Cooperative Insurance Company, Yamama Cement Company, Zain |
Unlisted | Sultan Holding Group, Dar Al-Sallal Sweets Factory Co Ltd., Dar Al-Sallal Plastic Factories Company, Diplomat Sweets Company, Sabeen Investment, Al-Faraby Petrochemical Company, Tejoury Company, Tarabot Investment & Development, Hona Al- Kuwait, Diplomas Art Trading Company | |||
Mr. Sulaiman Bin Abdulkadir Almuhaidib | Vice Chairman | Non-Executive | Listed | Savola Group |
Unlisted | Vision Invest Co., Abdulkadir Al Muhaidib and Sons, RAFAL Real Estate Development Company, Al Muhaidib Holding, Amwal Alajial, Taj Alawfia, That Alsawari, Tarabot Investment & Development.Saudi ,Talaat Moustafa Group for Real Estate Development, Salwan Tourism for Real Estate Development Company, Taj Al-Awfia Company, Rawas Al-Matoun Company | |||
HE Engr. Abdulrahman Abdulmohsen Al Fadley | Board Member | Non-Executive | Listed | National Agricultural Development Company (NADEC), The National Water Company (NWC) |
Unlisted | Saudi Water Partnership Company (SWPC), The Saudi Agricultural and Livestock Investment Company (SALIC), National Aquaculture Group (NAQUA), Topian – The NEOM Food Company, The National Company for Agricultural Services (AgriServ), SEPCO Environment, Red Sea Global, Riyadh Lake Real Estate Development Company | |||
HH Prince Saud Bin Sultan Bin Mohammed Bin Saud Al Kabeer | Board Member | Non-Executive | Listed | – |
Unlisted | Sultan Holding Group, 30Export, the International Chemical Industries Company, ADDAR Chemicals Company | |||
Mr. Georges Schorderet | Board Member | Independent | Listed | Jamjoom Pharmaceuticals Factory Company |
Unlisted | GSDG Global Streel Dust Gulf, SAPIN Saudi Arabian Packaging Industry W.L.L. Company, TOPIAN single shareholder limited liability company, Helvetican Group Switzerland | |||
Engr. Ammar BIn Abdulwahid Alkhudairy | Board Member | Independent | Listed | Saudi Pharmaceutical Industries & Medical Appliances Corporation (SPIMACO) |
Unlisted | Saudi Venture Capital Company, SIDF Investment Co, Al Khorayf Group, Sport Clubs Company ( Bodymasters), Tob Alfarabi Company, Thara Future Investment Company, Dubai Arabian Saudi Contracting Company, Amwal Alkhaleej, Rakiza Health Company Limited | |||
Mr. Salman Bin Abdelmuhsin Alsudeary | Board Member | Independent | Listed | Jahez, Yamama Cement Company |
Unlisted | Tejoury CJSC, Archiving Warehouses (Subsidiary of Tejoury), ISNAD Corp. (Subsidiary of Tejoury), Wukad Solution Digital Brokerage (Subsidiary of Tejoury), Cubic Meters Ltd. (Subsidiary of Tejoury), Masaha (Subsidiary of Tejoury), Abdulrahman Al-Sudairy Foundation | |||
Engr. Sulaiman Alrumaih | Board Member | Non-Executive | Listed | LT Foods Limited |
Unlisted | Olam Agri Holdings Limited | |||
Mr. Bader Bin Abdullah Al Issa | Board Member | Non-Executive | Listed | Savola Group, Banque Saudi Fransi, Taiba Investments. |
Unlisted | Savola Foods Company, Panda Retail Company, United Sugar Company, Afia International Company, Assila Investments | |||
Mr. Hosam Ali Alqurashi | Board Member | Independent | Listed | – |
Unlisted | Saudi Coffee Company, The Madinah Heritage Company, Spinneys Company | |||
Mr. Waleed Khalid Fatani | Board Member | Non-Executive | Listed | Herfy Foods Company, Savola Group |
Unlisted | Alkabeer Holding Company, Kinan International Real Estate Development Company Limited | |||
Mr. Mohammed Mansour Almousa | Board Member | Non-Executive | Listed | Minerva Foods SA – Brazil, Burgerizzr, Abdullah Al Othaim Markets |
Unlisted | SALIC Ukraine – Ukraine, SALIC Australia – Australia, G3 Global Holding Canada Co. |
Board Meetings and Attendance
The following tables provide disclosures on attendance at Board meetings and the General Assembly during the year.
The Board met six times during the year.
No. | Member Name | Position | Meetings | Attendance Rate | Membership Status | |||||
|---|---|---|---|---|---|---|---|---|---|---|
First | Second | Third | Fourth | Fifth | Sixth | |||||
27 Jan 2025 | 16 Feb 2025 | 21 Apr 2025 | 23 Jun 2025 | 6 Oct 2025 | 15 Dec 2025 | |||||
1 | HH Prince Naif Bin Sultan Bin Mohammed Bin Saud Al Kabeer | Chairman | Attended | Attended | Attended | Attended | Attended | Attended | 100% | Non-Executive Director |
2 | Mr. Sulaiman Bin Abdulkadir Almuhaidib | Vice Chairman | Attended | Attended | Attended | Attended | Attended | Attended | 100% | Non-Executive Director |
3 | HE Engr. Abdulrahman Bin Abdulmohsen AlFadley**** | Member | – | – | – | – | – | Attended | 100% | Non-Executive Director |
4 | HH Prince Saud Bin Sultan Bin Mohammed Bin Saud Al Kabeer | Member | Attended | Attended | Attended | Attended | Attended | Attended | 100% | Non-Executive Director |
5 | Mr. Georges Schorderet** | Member | – | – | – | – | Attended | Attended | 100% | Independent Director |
6 | Engr. Ammar Bin Abdulwahid Alkhudairy | Member | Attended | Attended | Attended | Attended | Unattended | Attended | 83% | Independent Director |
7 | Mr. Salman Bin Abdelmuhsin Alsudeary | Member | Attended | Attended | Attended | Attended | Attended | Attended | 100% | Independent Director |
8 | Engr. Sulaiman Abdulrahman Alrumaih** | Member | – | – | - | – | Attended | Attended | 100% | Non-Executive Director |
9 | Mr. Bader Bin Abdullah Al Issa | Member | Attended | Attended | Attended | Attended | Attended | Attended | 100% | Non-Executive Director |
10 | Mr. Hosam Bin Ali Alqurashi* | Member | Attended | Attended | Attended | Attended | – | – | 100% | Independent Director |
11 | Mr. Waleed Bin Khalid Fatani* | Member | Attended | Attended | Attended | Attended | – | – | 100% | Non-Executive Director |
12 | Mr. Mohammed Bin Mansour Almousa*** | Member | Attended | Attended | Attended | Attended | Attended | – | 100% | Non-Executive Director |
*Membership Ended on 6 August 2025
**Membership Started on 7 August 2025
***Membership Ended on 16 November 2025
****Membership Started on 17 November 2025
Shareholders and General Assembly Meetings in 2025
Board and Executive Share Ownership
Share ownership by members of the Board of Directors and senior executives is disclosed to enable users of the report to understand interests held by individuals in governance and leadership roles.
Ownership of Board Members
The table below illustrates shares held by members of the Board of Directors and any changes that occurred during 2025. There were no arrangements by which any of the Board members waived any salary or compensation.
Member Name | Shares Ownership | ||||
|---|---|---|---|---|---|
Note | Opening Balance | Closing Balance | Percentage Change | ||
1 | HH Prince Naif Bin Sultan Bin Mohammed Bin Saud Al Kabeer | Personal ownership | 8,697,659 | 8,697,659 | 0 |
2 | Mr. Suliman Abdulkader Al Muhaideb | Personal ownership | 8,999 | 8,999 | 0 |
3 | HE Engr. Abdulrahman Bin Abdulmohsen AlFadley**** | – | – | – | – |
4 | HH Prince Saud Bin Sultan Bin Mohammed Bin Saud Al Kabeer | – | – | – | – |
5 | Mr. Georges Schorderet** | – | – | – | – |
6 | Engr. Ammar Bin Abdulwahid Alkhudairy | Personal ownership | 0 | 1000 | 100 |
7 | Mr. Salman Bin Abdelmuhsin Alsudeary | – | – | – | – |
8 | Engr. Sulaiman Abdulrahman Alrumaih** | – | – | – | – |
9 | Mr. Bader Bin Abdullah Al Issa | Personal ownership | 2,328 | 2,328 | 0 |
10 | Mr. Hosam Bin Ali Alqurashi* | – | – | – | – |
11 | Mr. Waleed Bin Khalid Fatani* | – | 15,753 | 353,635 | 2145 |
12 | Mr. Mohammed Bin Mansour Almousa*** | – | – | – | – |
* Membership Ended on 6 August 2025
** Membership Started on 7 August 2025
*** Membership Ended on 16 November 2025
**** Membership Started on 17 November 2025
Ownership of Senior Executives
The following table illustrates Senior Managers, their interests in Almarai shares, as well as any changes that occurred in 2025. None of them have any interest in debt instruments issued by Almarai and there were no arrangements or agreements by which any of the Senior Managers waived any salary or compensation.