Corporate Governance

Almarai’s Remuneration and Nomination Committee was formed by the Board of Directors in August 2019. The Committee supports the Board in overseeing nominations, succession planning, and Board effectiveness, and in developing and monitoring the remuneration framework for Board members and senior executives. The Committee operates under regulations approved by the General Assembly in accordance with the Capital Market Authority’s Corporate Governance Regulations.

Key Responsibilities

The Remuneration and Nomination Committee’s responsibilities include:

• developing policies and standards for Board and Executive Management membership and providing recommendations to the Board on nominations and re-nominations
• reviewing the structure and composition of the Board and Executive Management and recommending changes to strengthen effectiveness and governance
• conducting an annual review of the skills and expertise required of Board members and Executive Management, identifying strengths and weaknesses, and recommending remedial actions in the Company’s interest
• reviewing the independence of independent directors and verifying the absence of conflicts of interest where a Board member also serves on another board of directors
• overseeing succession planning for the Company and for the Board of Directors, the Chief Executive Officer, and senior executives, and supporting induction and training for new Board members
• preparing and reviewing the remuneration policy for Board members, Board committees, and Executive Management for submission to the General Assembly for approval, and monitoring its implementation
• reviewing the remuneration of the Chief Executive Officer and senior executives, including incentives, and considering the Chief Executive Officer’s recommendations regarding senior executive remuneration
• examining and reviewing the performance of Executive Management and the Chief Executive Officer’s recommendations regarding the appointment and termination of senior executives, except for the Head of Internal Audit, who is appointed and dismissed upon the recommendation of the Audit Committee

Non-Board Committee Members:

Dr. Fahad Al-Zahrani – Committee Member

Dr. Fahad Bin Mousa Al-Zahrani brings over 25 years of professional experience in human resources and governance, having held senior leadership positions across leading institutions in sectors including finance, investment, industry, and telecommunications. He has gained extensive expertise through his work with both local and international organizations. Dr. Al-Zahrani currently serves as a member of several Remuneration and Nomination Committees, including MASIC, Albilad Capital, Qassim Cement Company, the Saudi EXIM Bank, Makkah Construction & Development Company, and Hassana Investment Company. He has also previously served on similar committees at major institutions such as ACWA Power, Jabal Omar Development Company, and Binladin International Holding Group. He holds a Ph.D. and a master’s degree in electrical and computer engineering from Colorado State University, USA, as well as a bachelor’s degree in electrical engineering from the University of Tennessee, Knoxville, USA. He has also completed advanced executive training programs at globally recognized institutions.

Mr. Saleh Al-Zamil – Committee Member

Mr. Saleh Bin Mohammed Al-Zamil has over 35 years of professional experience, having held senior leadership and advisory roles in leading local and international institutions. Mr. Al-Zamil currently serves on several Remuneration and Nomination Committees across multiple sectors, including Awj Holding, Saudi Hospitality Company, and SALIC in the private sector, and the National Center for Privatization, Digital Government Authority, and Intellectual Property Authority in the public sector. He also chairs the Nomination Committee at Mohammed Al-Jomaih Endowment and serves as Chairman of the Board of Zamill & Sulaim Charity Foundation in the non-profit sector. He has previously served on board and committees of major organizations such as ARASCO and Al Othaim Holding. Mr. Saleh holds a bachelor’s degree in industrial management from King Fahd University of Petroleum and Minerals, Saudi Arabia. He also co-founded and managed a consulting partnership and has been actively engaged in conferences, committees, and national development initiatives.