SABIC Board

BOARD RESPONSIBILITIES

Save the powers reserved by the Annual General Meeting (AGM), SABIC Board of Directors (the “Board”) exercises all the powers and authorities necessary or useful to fulfill its steering, monitoring and advisory roles for achieving the Company’s objectives. The Board collectively has the responsibility of fulfilling its role in administering the: Strategy and Management; Capital Structure; Financial Reporting and Controls; Communications and Stakeholder Relations; Organizational Structure; Audit, Risk, Compliance and Internal Controls.

* Detailed Board duties and responsibilities are set out inthe Board Charter.

BOARD STRUCTURE & COMPOSITION

SABIC is managed by a board of directors consisting of nine (9) directors, the majority of whom are non-executives, including independent directors. SABIC directors have the right skills and expertise for managing the company’s business affairs. The Board of Directors. On 10 Apr 2022, the Board started a new 3-year term with a refreshed composition.

As on 31 December 2022, SABIC Board comprises the following directors:

BOARD DIVERSITY:

^{(1) Dr. Mohammed Al-Qahtani and Eng. Yousef Al-Zamel first joined the Board on 10 Apr 2022}

^{(2) Dr. Khaled Nahas and Eng. Abdullah Al-Issa term expired on 09 Apr 2022}

^{(3) Mr. Yousef Al-Benyan resigned on 28 Sep 2022}

^{* As on 31 Dec 2022, all current directors are eligible for re-appointment.}

SABIC directors have diverse academic backgrounds,and are of professional exposures and expertise, nationalities, age, tenure and cultural backgrounds. They are graduates in a variety of academic disciplines including Finance, Risk Management, Chemistry, Business Administration, Social Protection, etc. They have had professional exposures and expertise in such varied fields as finance, strategy & planning, marketing & sales, business development, human resources, social protection, and the industry.

As on 31 December 2022, SABIC directors’ age range is (43 to 70 years) and age average is (57). In line with CMA’s CGRs, SABIC does not currently apply a board age limit. Our directors also have varied tenure lengths ranging from less than (1) to (6) years. The average Board tenure is (2.9) years. Save the prescribed maximum 9-year tenure for an independent director, no tenure limit is applied. A director’s tenure terminates by the expiry of the Board term (3 years). Directors from the expiring Board may stand for reappointment, provided they still satisfy the membership conditions. This broad age and tenure diversities avails the Board of a positive interplay of wide-ranging perspectives and experiences.

Our directors come from different geographies including Saudi Arabia, United Kingdom and France and two non-director (outside) members on the Audit Committee are from the Netherlands. This geographic diversity brings to the Board varied cultural backgrounds.

In respect of nomination and appointment to the Board, SABIC policy and culture is open and all-inclusive. Nomination to the Board is publicly announced, and the BRNC assesses the candidacy applications and make nominations on basis of the objective and on-merit criteria and standards set out in SABIC Board Membership Policy, while taking into account the Board’s needs of skills, expertise and diversity. The Board members are appointed at the AGM by voting.

BOARD INDEPENDENCE

SABIC splits the Chairman and the CEO roles, the Board is chaired by a non-executive director; and as on 31 December 2022, the independent directors account for one-third (37.5%)*, the non-executive directors make the majority (62.5%), and the independent and non-executive directors constitute (100%) of the Board composition. Applying the DJSI** criteria for director’s independence, Mr. Mohammed T. Al-Nahas also qualifies to independent directors category raising percentage to (44.4%). With these independence supportive characteristics, SABIC Board satisfies the independence criteria of Article (16) of CMA’s CGRs and stands aligned to the global best practices.

SABIC Board annually evaluates the extent of the Independent member's independence and ensure that there are no relationships or circumstances that affect or may affect his/her ability to perform his/her duties, express his/her opinions and vote on decisions objectively and with no bias. Freeness of all directors’ of conflicts of interest is also verified annually.

According to CMA CRGs, and by way of example, the following negate the independence requirement for an Independent Director:

– be holding (5%) or more of the shares of the Company or any other company within its group; or be a relative of a person who holds such percentage;

– be a relative of any board member or senior executive of the Company, or of any other company within its group;

– be a board member of any company within the group of the Company;

– be, or was during the preceding two years, an employee of the Company, or any company in its group, or be holding a controlling interest in the Company, or any party dealing with the Company or any company in its group such as the external auditors or main suppliers during the preceding two years.

– have a direct or indirect interest in the businesses and contracts executed for the Company’s account;

– be receiving financial consideration from the Company, over and above the remuneration for his/her membership of the Board or any of its committees exceeding (SAR 200,000) or 50% of his/her remuneration of the last year for the membership of the board or any of its committees, whichever is less;

– be engaged in a business that competes with the Company, or conducting businesses in any of the Company's branch activities;

– not have served on the Board for more than nine (9) years, consecutively or in-consecutively.

The vast majority of the directors sit on the Board in their personal capacity and are capable to express their own views and make their own judgments and decisions, unaffected by any influence.

^{* Article (16) of the CMA CGRs requires having at least two (or one-third of the board) Independent Directors.}

^{** Dow Jones Sustainability Indices (DJSI)}

BOARD PERFORMANCE ASSESSMENT

In 2022, SABIC conducted a formal board assessment facilitated by “Governance Compass”, an independent third party specialized in board assessment. It included assessment of the Board as a whole, the Board committees, each Board member, the Board Chairperson, the Board and committees Secretaries and some members of the Executive Management.

GOVERNANCE DOCUMENTS REVIEW

In 2022, SABIC engaged an independent expert into conducting a review of the Board and committee charters and a number of the corporate policies. The review was conducted against the applicable laws and regulations and the best local and international practices and standards.