SABIC Board Committees

AUDIT COMMITTEE

According to its charter, the Audit Committee shall comprise three to five non-executive members of the Board, whether from shareholders or otherwise, provided one of whom shall be an independent Board member. These members are nominated by the Board and appointed by a resolution of the General Assembly of SABIC's shareholders.

The following table lists Committee members, their membership, and their participation in the Committee meetings, as well as the meeting number and date.

The Audit Committee's responsibilities include:

• Oversight of financial reporting, including: (i) reviewing the Group's financial statements; (ii) providing technical opinion(s) as to the Board Report and financial statements in terms of their compliance with the regulatory requirements; (iii) examining unusual transactions in the financial statements; (iv) verifying accounting estimates; and (v) reviewing financial and accounting policies of the Group;
• Oversight of internal control systems, including: (i) reviewing internal and financial control and risk management systems and ensuring their effectiveness through regular reports from the Internal Audit Department (or External Auditors) and following up on the implementation of recommended action; and (ii) reporting to the Board in respect of the adequacy of internal control systems;
• Oversight of Internal Audit, including: (i) supervising the Internal Audit Department and verifying its effectiveness in carrying out its roles and responsibilities; (ii) reviewing and approving the annual audit plan; (iii) reviewing reports prepared by the Internal Audit Department and following up on the implementation of recommended action; (iv) ensuring the independence of the Internal Audit Department; and (v) evaluating the performance of the head of the Internal Audit Department;
• Oversight of external auditor, including: (i) recommending the appointment or dismissal of the external auditor and determining their fee after assessing their performance, independence, scope of work and terms of engagement; (ii) verifying the independence of the external auditor; (iii) reviewing the external audit plan and verifying its compliance with the applicable regulations; (iv) answering external auditor's queries and providing requisite support for conducting the external auditing; and (v) reviewing reports prepared by the external auditor and following up on the implementation of recommended action; and
• Oversight of compliance, including: (i) reviewing reports prepared by regulatory bodies in respect of the Company’s compliance with the applicable regulations and following up on the implementation of recommended action; (ii) ensuring SABIC's compliance with relevant rules, regulations, and policies; (iii) reviewing proposed related party transactions; (iv) establishing appropriate procedures for internal reporting of violations of internal control systems; and (v) establishing appropriate procedures for following up on any reported violation (including ensuring independence of such procedures), and, where relevant, making recommendations to the Board in respect of the foregoing.

BIOGRAPHIES OF THE COMMITTEE MEMBERS WHO ARE NOT BOARD MEMBERS

• Mr. Abdulaziz Habdan Al-Habdan retired from the General Organization for Social Insurance where he served as the Assistant Governor for Insurance Affairs. In addition, he has previously served as a board member of several joint stock companies, including SABIC, Banque Saudi Fransi, Bank AlJazira, Allianz Saudi Fransi Cooperative Insurance, Makkah Medical Center and Saudi Telecom Company (STC). Currently, he is a board member of SABIC Agri-Nutrients Company and Saudi Fransi Capital as well as the chairman of SAFCO’s Audit Committee. Mr. Al-Habdan holds a Master's Degree in Business Administration.
• Dr. Khaled Dawood Al-Fadag currently holds no position. He was a general auditor in Saudi Aramco. Previously, he was the Director of Facilities Planning, Saudi Aramco. He was also the CEO of Petron. Dr. Al-Fadag holds a Ph.D. in Applied Mechanical Engineering.

REMUNERATION AND NOMINATION COMMITTEE

According to its charter, the Remuneration and Nomination Committee shall comprise three to five non-executive members of the Board, whether from shareholders or otherwise, provided one of them shall be an independent director. These members are appointed by the Board.

The following table lists Committee members, their membership, and their participation in Committee meetings, as well as the meeting number and date:

REMUNERATION AND NOMINATION COMMITTEE

The Remuneration and Nomination Committee’s responsibilities include:

• Oversight of remuneration, including: (i) developing remuneration policies for Board members, Board committee members and Executive Management members and recommending them to the Board for approval by the General Assembly of SABIC's shareholders; (ii) reviewing remuneration policies regularly to ensure consistency with changes in relevant legislation and regulations, SABIC's strategic objectives and the skills and qualifications required, and recommending proposed changes to the Board; (iii) recommending to the Board the remuneration of Board members, Board committee members and Executive Management members in accordance with the policy approved by the General Assembly of SABIC's shareholders; (iv) preparing an annual report on the remuneration granted to the Board members, Board committee members and Executive Management members; and (v) specifying and recommending types of incentives for employees;
• Oversight of appointments of Board members, including: (i) developing a Board membership policy and recommending it to the Board for approval by the General Assembly of SABIC's shareholders; (ii) reviewing such policy regularly to ensure its consistency with the changes in the relevant legislation and regulations, SABIC's strategic objectives, required skills and qualifications, and recommending proposed changes to the Board; (iii) conducting an annual review of the required skills for Board membership and preparing a description of the required capabilities and qualifications; (iv) recommending individuals for Board membership in accordance with the Board Membership Policy; (v) reviewing conflicts of interest for Board nominees, and making appropriate recommendations to the Board; (vi) reviewing the Board structure and recommending changes, if required or appropriate; (vii) establishing processes for addressing vacancies in the Board or Board committees; and (viii) recommending performance measures for assessing the Board and Board committees;
• Oversight of Board functioning, including: (i) ensuring independence of the independent Board members; (ii) recommending re-nominations/ dismissals of Board members and Board committee members; and (iii) overseeing the implementation of an orientation program for new Board members; and
• Oversight of appointments of Executive Management members, including: (i) recommending to the Board appropriate policies and standards for the appointment of Executive Management members and identifying the required capabilities and skills; (ii) reviewing such policies and standards regularly to ensure their consistency with changes in SABIC's strategic objectives, identifying the skills and qualifications required to achieve such objectives; (iii) preparing job descriptions for Executive Management appointments; and (iv) developing succession planning process in the event of any vacancy in the Executive Management and making necessary recommendations.

Risk and Sustainability Committee

According to its charter, the Risk and Sustainability Committee shall comprise three to five members of the Board. These members are appointed by the Board.

The following table lists Committee members, their membership, and their participation in Committee meetings, as well as the meeting number and date:

Executive Management to develop a corporate risk.

• Risk management functions, including: (i) working with the Executive Management to develop a corporate risk management policy in accordance with SABIC's business and activities and pursuant to SABIC's objectives and strategy, and recommending such policy to the Board; (ii) reviewing the corporate risk management policy periodically to ensure consistency with changes that may occur in the internal or external environments in which SABIC operates, the legislation governing its business or strategic objectives, or otherwise, and recommending proposed changes to the Board; (iii) recommending to the Board an acceptable level of risk to SABIC and how to maintain it, and monitoring that this level is not exceeded; (iv) verifying business continuity and identifying risks facing SABIC annually; (v) overseeing the risk management systems and assessing their effectiveness and mechanisms of identifying, measuring and monitoring risks; (vi) re-evaluating the ability to take, or be exposed to, risks regularly (for example through stress testing); (vii) preparing a report to the Board containing detailed risk exposure and proposed steps to manage these risks; (viii) providing recommendations to the Board on risk management issues; (ix) verifying the independence of risk management personnel; (x) ensuring that risk management personnel understand the risks facing the Company, and working to increase awareness of the risk culture; and (xi) reviewing any issues raised by the Audit Committee that may affect SABIC's risk management; and
• Sustainability management functions, including: (i) working with the Executive Management to develop a corporate sustainability strategy and policies (such as EHSS) that are commensurate with the nature of SABIC's activities and business; (ii) reviewing the sustainability strategy and policies periodically to ensure their consistency with changes in the internal or external environments in which SABIC operates, the legislation regulating its business or strategic objectives, or otherwise, and recommending proposed changes to the Board; and (iii) supervising SABIC's EHSS systems and ensuring they are in compliance with relevant legislation and regulations, and the availability of the skills and expertise necessary for their management.

INVESTMENT COMMITTEE

According to its charter, the Investment Committee shall comprise three to five members of the Board. These members are appointed by the Board.

The following table lists Committee members, their membership, and their participation in Committee meetings, as well as the meeting number and date.

The Investment Committee’s responsibilities include:

• Working with the Executive Management to develop an investment strategy and policy commensurate with the nature of SABIC's business, activities and risks;
• Reviewing the investment strategy and policy regularly to ensure consistency with changes that may occur in the external environment in which SABIC operates, the legislation regulating the business, or the strategic objectives or otherwise, and recommending proposed changes to the Board;
• Overseeing investment activities and establishing appropriate processes for measuring and assessing investment performance;
• Evaluating the investment opportunities proposed by the Executive Management (such as mergers or acquisitions of companies, businesses or assets; termination, sale, or transfer of ownership, exit or disposition of an existing investment; and joint venture partnerships);
• Examining financing prospects for such investment opportunities;
• Ensuring that the proposed investment opportunities comply with relevant regulations and instructions;
• Prioritizing investment proposals.
• Reviewing the Executive Management's interim progress reports on approved investment opportunities.