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Committees emanating from the Board of Directors

CINET’s Board of Directors has formed committees to assist in carrying out tasks and enhancing oversight of the Company’s key operations. Those committees have been formed according to the diversity of the Company’s activities and fields, and all Board members participate in the committees’ activities. The Board of Directors has also approved the committees’ charters which explain the their responsibilities, tasks and scope of work.

  • Audit Committee.
  • Nominations and Remuneration Committee
  • Risk Committee.
  • Governance Committee.

Audit Committee

The Audit Committee has been formed with the aim of assisting the Board of Directors in fulfilling its supervisory responsibilities over the Company’s accounting operations, financial regulatory systems and internal audit controls, in addition to the tasks of managing financial reports with external and internal auditors to ensure compliance with regulatory requirements.

The Audit Committee’s tasks and responsibilities are to supervise the Company’s financial regulatory systems and controls and its reporting processes, including the following, for example:

  • Providing recommendations regarding the appointment, termination of work or fees determination of external auditors, or any conditions related thereto or to their qualifications. This is in addition to evaluating the extent of their objectivity in expressing their professional opinion, as well as rotating auditor partners in accordance with regulatory requirements.
  • Reviewing internal audit group’s charter, work manual and accounting policies
  • Approving the internal audit plan, discussing internal audit reports and following up on correction and remedial steps on a quarterly basis.
  • Discussing the results of the interim and final audit process with the external auditors, resulting reservations and any other matters that the external auditors wish to discuss.
  • Establishing appropriate standards to ensure the implementation of external audits
  • Periodical review of documents, reports and accounting information, as well as reviewing the financial statements with the Executive Management and the external auditor before presenting them to the Chairman of the Board of Directors.
  • Reviewing accounting issues with material impact on the financial statements.
  • Supervising the Company’s internal control systems and ensuring the adequacy of human resources allocated to oversight functions
  • Approving internal audit plan, discussing internal audit reports and following up on correction steps on a quarterly basis.
  • Carrying out any other activities consistent with the Company’s Articles of Association and applicable laws, as the Board of Directors deems appropriate.

The Audit Committee is authorized to obtain any information from the Executive Management, in addition to its right to summon, through official channels, any executive employee or Board member to attend its meetings. The Committee is also responsible for monitoring the adequacy of the Company’s internal control systems.

Nominations and Remuneration Committee

The main role of the Nominations and Remuneration Committee is to help the Board of Directors to fulfill its obligations pertaining to identifying qualified persons to occupy Board membership on behalf of their shareholder representatives, members of the Board of Directors and Executive Management, in addition to evaluating the performance of the BOD and its committees and to assist the BOD in supervising the management of remuneration systems for the Executive Management members and the Company’s employees.

  • Issuing recommendation regarding identifying persons qualified for the Board of Directors membership based on CBK’s approved policies and standards regarding nomination controls. Recommendations include all candidates, including those whose nomination the Committee does not recommend, yet based on sound and objective justifications
  • Preparing the powers and competencies of each executive or leadership position in the Company, determining the employee responsibilities and qualifications required in cooperation with human resources and relevant departments
  • Reviewing nominations and appointments for leadership and executive positions during the fiscal year ended 30/09/2023.
  • Conducting a periodic review of the Remuneration Policy, or upon the recommendation of the Board of Directors, submitting recommendations to the BOD to amend or update the said Policy.
  • Conducting a periodic evaluation of the adequacy and effectiveness of the Remuneration Policy to ensure the achievement of its stated objectives.
  • Providing the necessary recommendations to the Board of Directors regarding Board members’ remuneration.
  • Reviewing the promotions proposed by the Executive Management, expressing an opinion thereon and following up on the development of the Company’s training and development plans.

Risk Committee

The main role of the Risk Committee is to assist the Board of Directors in performing its duties in generally supervising the current risk conditions, risk strategies, especially the Company’s risk appetite in terms of security and confidentiality of information and cybersecurity, as well as the policies and procedures of the risk management work and the units affiliated thereto.

The Risk Committee carries out several tasks and responsibilities, including the following for example:

  • Evaluating Ci-Net’s risk management metrics, risk propensity metrics, risk strategy and other related metrics, proposing recommendations to the Board of Directors.
  • Reviewing and discussing quarterly risk management reports.
  • Providing support to the risk management function to ensure that the scope of work is achieved effectively and independently.
  • Approving the appointment and/or resignation of the Risk Management Director and evaluating his annual performance.
  • Reviewing and discussing cybersecurity risks and the procedures adopted to cover them by the Information Technology Department in light of the regulatory instructions issued in their regard.
  • Reviewing the charter, policies and work procedures of the Risk Management and its affiliated units, developing them on an ongoing basis.

Governance Committee

The main role of the Governance Committee is to provide continuous support and assist the BOD in performing its monitoring and supervisory responsibilities related to the implementation of the governance framework, ensuring the application and dissemination of governance culture at the level of all Ci-Net’s units and departments, monitoring the implementation of governance policies effectively and independently, providing reinforcements and recommendations regarding sound governance practices, in addition to developing governance manuals and policies, monitoring compliance with their implementation and ensuring compliance with governance policies and procedures by the Board of Directors, its committees and the Executive Management.

The tasks of the Governance Committee include the following, for example:

  • Developing a comprehensive governance framework and manual and submitting suggestions for updating and changing them in accordance with the updates that occur in this regard.
  • Reviewing the adequacy of the Company’s policies, procedures and practices with regard to governance standards.
  • Reviewing and evaluating the effectiveness of the rules of professional conduct, the rules of work ethics and other policies approved within the Company.
  • Preparing a governance report to be submitted to the General Assembly as part of the Company’s annual report.
  • Conducting an annual performance evaluation regarding the Committee and its tasks, with an annual review of its powers and authorities.