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 on the adequacy of internal control systems to the Board;
• 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 whistleblowing 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 is the Chairman of the Audit Committee at SABIC. He is currently the General Manager at Health Oasis Hospital and board member and Chairman of the Audit Committee at SABIC Agri-Nutrients Co.

WORK EXPERIENCE AND PREVIOUS POSITIONS

• He served as the Assistant Governor for Insurance Affairs at the General Organization for Social Insurance. In addition, he previously served as a board member of SABIC, Saudi Telecom Company (STC), Banque Saudi Fransi, Saudi Fransi Capital, Allianz Saudi Fransi Cooperative Insurance, Bank AlJazira, and Makkah Medical Center.

EDUCATIONAL QUALIFICATIONS

• Mr. Al-Habdan holds a Master's Degree in Administrative Sciences and Bachelor in Business Administration, King Saud University.

Dr. Khaled Dawood Al-Faddagh is a member of the Audit Committee at SABIC. He is currently the President and co-founder of Misk Al Zad Commercial Development Company. He is also the Chairman of the Risk Committee at Bupa Arabia and the Chairman of the Risk and Compliance Committee at ACWA Power. He also serves as Board member at several boards and committees, including the Risk Committee at the Public Investment Fund, the Advisory Board of the Saudi Institute of Internal Auditors (IIA), the Board of Advisors of the Eastern Health Cluster, and member of the Board of Directors of Ettifaq FC.

WORK EXPERIENCE AND PREVIOUS POSITIONS

• During his tenure with Saudi Aramco, he held several leadership positions, including Executive Director of the Internal Audit Department, General Auditor, and Director of Corporate Planning. He also served as President and CEO of Petron Corporation in the Philippines.

EDUCATIONAL QUALIFICATIONS

• Dr. Al-Faddagh holds a Ph.D. in Applied Mechanical Engineering, Imperial College London, and a Master's degree in Applied Mechanics, The University of Manchester, UK. He also obtained a number of executive certificates from Harvard Business School, United States.

Mr. Salah Mohammed Al-Hareky is a member of the Audit Committee at SABIC. He is currently the Treasurer of Saudi Aramco. He is also Chairman of the Audit Committee, Aramco Trading Company; Chairman of the Board, Saudi Aramco Sukuk Co.; member of the Boards, Aramco Trading, Saudi Aramco Development Company (SADCO), Wisayah Global Investment Company (WISAYAH), S-Oil Corporation, and Saudi Aramco Total Refining and Petrochemical Company (SATORP).

WORK EXPERIENCE AND PREVIOUS POSITIONS

• During his tenure with Saudi Aramco, he held several leadership positions in internal audit, treasury, financial control, financing and investment. He also served as General Manager of the Saudi Petroleum Overseas Ltd., United Kingdom, and President, King Abdullah University of Science and Technology Endowment.

EDUCATIONAL QUALIFICATIONS

• He earned a Bachelor in Accounting and a Master’s degree in Business Administration, King Fahd University of Petroleum and Minerals. He has also completed a number of executive leadership programs, including Finance Program, Indiana University; Executive Management Program, Harvard University, United States; and Petroleum Economics Program, London, UK.

REMUNERATION AND NOMINATION COMMITTEE

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 Board members appointments, 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) reviewing and updating the Charter of the Board and its committees according to regulatory requirements and best practices; (viii) constantly updating board members about developments in corporate governance and best practices; (ix) establishing processes for addressing vacancies in the Board or Board committees; and (x) recommending performance measures for assessing the Board and Board committees;
• Oversight of Board performance, including: (i) ensuring independence of the independent Board members; (ii) recommending re-nominations/dismissals of Board members and Board committee members; and (iii) assessing the Board member’s competition with the company’s business or is in competition with one of the branch activities that it conducts and informing the Board of the matter; (iv) reviewing Board member’s competition with the company’s business (approved by the Assembly) on annual basis; and (v) 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:

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.