Governance pillars

Governance Framework

The company is committed to implementing integrated internal policies that align with best practices and approved standards in corporate governance, ensuring an effective regulatory and oversight framework that promotes transparency and integrity at all administrative and operational levels.

These policies focus on establishing the principles of accountability and responsibility in decision-making, ensuring clarity of roles and the distribution of powers, and promoting the principle of accurate, clear, and timely disclosure of material information. These policies also aim to balance the interests of various stakeholders, including shareholders, the Board of Directors, executive management, employees, customers, and regulatory bodies, by building a work environment based on trust and compliance with relevant laws and regulations.

Through this approach, the company seeks to support business sustainability, achieve long-term growth, generate added value that contributes to achieving strategic objectives, and enhances corporate reputation over the long term.

Governance Guide

The company has developed its governance systems in line with the Corporate Governance Regulations, which set the rules and standards governing corporate governance. This aims to adhere to best practices and develop a comprehensive Kadana governance manual that takes into account regulatory requirements.

This manual serves as the approved reference framework for managing operational, financial, and administrative processes efficiently and effectively. It seeks to:

Enhance compliance with relevant legislation and regulations.

Raise the level of transparency and credibility in providing information to all stakeholders.

Board of Directors Responsibilities

The company is managed by a Board of Directors consisting of (9) members, appointed by the General Assembly for a period of four years. The Board enjoys the broadest powers in managing the company and undertakes a number of essential tasks and responsibilities that ensure guiding the company towards achieving its strategic objectives.

Among the most prominent of these tasks:

First: Strategic Planning and General Supervision
Developing strategic plans, general policies, and the company’s main objectives, supervising the implementation of these plans, reviewing them periodically, and ensuring the availability of the human and financial resources necessary to achieve the strategic goals.

Second: Supervision of Executive Management
Supervising the performance of the executive management, organizing its work, monitoring it, ensuring its compliance with the policies approved by the Board, appointing the CEO, defining his authorities and remuneration, monitoring his performance, appointing the Board Secretary, and holding periodic meetings with the executive management to evaluate performance and provide the necessary guidance.

Third: Governance and Internal Policies
Establishing internal policies for managing the company, preparing the company’s governance rules in compliance with applicable regulations, and periodically reviewing and updating the organizational structure and the operating model of the company.

Fourth: Financial and Accounting Oversight
Reviewing and approving the annual financial statements and interim reports (if any), and approving the company’s financial position in accordance with the approved accounting standards.

Approving the internal control system, following up on its implementation, and approving the annual budget.

Fifth: Legal Representation
Representing the company before official, governmental, and private entities, as well as in all legal and administrative dealings.

Review Committee

The Audit Committee represents the primary responsibility for overseeing the accuracy and integrity of the company’s financial reports, monitoring the work of internal and external audits, ensuring compliance with relevant laws and regulations, in addition to monitoring the company’s commitment to disclosure and transparency, reporting cases of corruption, evaluating adopted policies and procedures, and risk management strategies.

The committee’s tasks include the following:

Overseeing the integrity and transparency of preliminary and annual financial statements, and ensuring the accuracy and soundness of the financial reporting process.

Assessing the adequacy and effectiveness of internal control systems related to financial reporting, monitoring the performance of financial risk management, the company’s exposure to risks, reviewing the qualifications and performance of the internal auditor, and ensuring their independence and competence.

Ensuring the independence and effectiveness of the external auditor, and monitoring their compliance with approved professional standards.
Monitoring the company’s compliance with applicable laws, regulations, policies, and instructions.

Remuneration and Nominations Committee

The primary role of the Remuneration and Nominations Committee is to oversee the company’s reward policies and procedures, ensuring fairness, motivation, and enhancement of institutional performance. This is achieved by establishing regulatory frameworks for compensation and reviewing them periodically to ensure alignment with the company’s objectives and strategy.

The committee also leads the processes of nominating and appointing members of the Board of Directors by developing precise nomination criteria that ensure competence and diversity, while meeting the requirements of effective governance.

The committee’s responsibilities include reviewing the annual compensation plans for Board members and senior executives, ensuring their independence, evaluating candidates, and providing appropriate recommendations regarding them. The committee is also concerned with assessing the structure of the Board and the formation of its committees, ensuring their suitability to achieve a balance of expertise and specializations, thereby enhancing the effectiveness of corporate governance and the sustainability of the company’s performance.

Executive Committee

The Executive Committee is one of the committees established by the Board of Directors, and it aims to support the Board in performing its responsibilities by monitoring strategic, operational, and administrative affairs, and ensuring the efficiency of business operations in line with the company’s objectives. The committee undertakes the following tasks:

Monitoring the implementation of strategic and operational plans, and ensuring the alignment of human and financial resources with the company’s approved priorities.
Reviewing financial, investment, and operational performance, and submitting necessary recommendations to the Board regarding proposed adjustments or corrective actions.
Making administrative and operational decisions that fall within the committee’s authority, according to the powers schedule approved by the Board of Directors.
Discussing urgent or exceptional matters that require immediate decisions, and submitting appropriate recommendations to the Board.
Ensuring the company’s compliance with laws, regulations, and internal policies in the executive decisions reviewed by the committee, and enhancing coordination and integration among departments by supervising joint initiatives and monitoring their implementation progress.

Investment Committee

The Investment Committee is one of the committees derived from the Company’s Board of Directors, and it aims to support the Board in exercising its oversight responsibilities related to investment activities, by:

Periodically supervising the implementation of the company’s investment activities and plans, and making recommendations to the Board when necessary.
Approving the company’s investment policies, plans, and strategies.
Carrying out tasks assigned by the Board to enhance investment efficiency.
Studying investment opportunities within the Kingdom, analyzing their feasibility, and submitting recommendations regarding them.
Monitoring the implementation and developments of the comprehensive investment plan, and ensuring alignment of investments with it.
Reviewing real estate development plans and initiatives, particularly in Makkah and the Holy Sites area.
Examining infrastructure development projects and reviewing their economic and strategic feasibility.
Exploring opportunities to establish investment partnerships with both the public and private sectors.
Analyzing risks associated with investment opportunities, and proposing mitigation measures.
Coordinating with relevant departments regarding financial, legal, and technical studies related to investment projects.
Reviewing feasibility reports and expected returns of investment projects before approval.
Ensuring that investments are consistent with the company’s strategy and long-term vision.

Board Membership Policies

This policy aims to regulate the process of selecting and appointing members of the Board of Directors, and to ensure the existence of a governance framework that achieves efficiency, diversity, and independence, thereby supporting the effectiveness of the Board’s performance and its responsibility in strategic guidance and oversight. The following summarizes the objectives of this policy:

Defining the qualifications and requirements necessary for membership to ensure the nomination of members with professional competence, specialized experience, and personal integrity that enable them to fulfill their responsibilities effectively.
Achieving diversity in expertise and skills to ensure an appropriate mix of professional backgrounds (legal, financial, investment, industrial, etc.) that enrich Board discussions and support balanced decision-making.
Enhancing the principle of independence in nomination and membership by defining independence criteria and conflict-of-interest controls, thereby promoting objective oversight and minimizing unfair influences on Board decisions.
Establishing controls and standards for nomination and reappointment to ensure members are appointed in a transparent and fair manner, with periodic evaluation of their performance and reconsideration of their membership renewal based on clear indicators.
Complying with the requirements of relevant laws and regulations, such as the Companies Law, to ensure full regulatory compliance.
Promoting transparency and accountability through disclosure of nomination criteria, reasons for accepting or rejecting candidates, and mechanisms for evaluation and appointment.

Procedures for dealing with conflicts of interest

This policy aims to outline the principles and procedures governing cases of conflict of interest, which include the company owner, members of the Board of Directors, its committees, senior executives, employees, external auditors, advisors, and other stakeholders as needed. This policy is issued in line with the company’s commitment to applying the highest standards of transparency and accountability, and ensuring compliance with relevant legal and regulatory requirements.

The policy aims to:

Identify and define actual or potential conflicts of interest that may affect the independence of decisions or the integrity of transactions within the company, in accordance with relevant laws, regulations, and directives approved by regulatory authorities.
Establish a clear framework for dealing with cases of conflict of interest.
Promote principles of good governance by protecting the interests of the company and stakeholders, and ensuring that all decisions are made in the company’s best interest, free from personal influence or special relationships.
Regulate relationships with related parties, including Board members, senior executives, or any entity that may affect or be affected by the company’s decisions.
Implement preventive and corrective measures when a conflict of interest is confirmed or likely, including disclosure and abstention from voting or participating in decision-making.

Charter of Cooperation between Regulatory Authorities

Kidana Company has prepared an organizational document to be concluded with a number of relevant regulatory authorities, aiming to coordinate roles, integrate oversight efforts, and exchange information related to supervision. This enhances the efficiency and effectiveness of regulatory work and prevents duplication or conflicts of authority among different regulatory bodies, whether in the public or private sector.

This charter aims to:

Enhance institutional integration among regulatory authorities to ensure oversight tasks are performed efficiently and effectively.
Exchange regulatory information and data in a secure and organized manner, within a clear legal framework that preserves data confidentiality and protects interests.
Unify and coordinate oversight efforts to help avoid duplication or conflicts in inspection and audit activities.
Raise the level of compliance and adherence within the organization by developing more precise and proactive oversight mechanisms.
Support the principles of transparency, integrity, and anti-corruption, and promote good governance practices in the sector.
Organize referral and follow-up mechanisms when violations are detected that require intervention by other relevant regulatory authorities.

Code of Professional and Ethical Conduct

This charter affirms Kadana Company’s commitment to applying the highest professional and ethical standards in all its dealings. It serves as a fundamental reference for employee conduct at all levels, fostering a culture of integrity, transparency, and accountability.

The charter is based on a set of core principles that all employees must adhere to, as follows:

Honesty and Dedication in Performing Duties:
Full commitment to the provisions of this charter, working with dedication and professionalism to serve the company’s interests and objectives.

Avoiding Conflicts of Interest:
Refraining from engaging in any relationships or practices that may result in an actual or potential conflict between personal interests and the company’s interests, or that may give the appearance of such a conflict.

Maintaining Confidentiality of Information:
Fully respecting the confidentiality of all information accessed during work, and not using it for personal purposes or disclosing it without official authorization.

Protecting the Company’s Reputation:
Acting in a manner consistent with the company’s corporate values, avoiding any behavior or activity that could harm the company’s or its employees’ reputation, or cast doubt on their integrity.

Integrity in Using Company Assets:
Handling the company’s property and assets responsibly and honestly, and using them only for authorized purposes related to work.

Whistleblowing Policy

Kidana is committed to applying the highest professional and ethical standards, thereby enhancing the protection of the company’s value and upholding the principles of justice, integrity, transparency, fairness, and responsibility in all its activities and operations. Through this policy, the company seeks to promote a work environment based on trust and transparency, enabling individuals to report any illegal practices or violations of approved policies and standards without fear of retaliation or infringement of their rights. This policy provides employees and stakeholders with full assurance that they can approach the relevant entities within the company to report any actions suspected of being:

Violations of regulations, laws, or approved policies, and posing an actual or potential risk to the safety of individuals or the company’s assets.
Financial or administrative misconduct, or any unprofessional behavior that may harm the company’s reputation or affect other parties such as clients or employees.

All reports are received and handled with strict confidentiality, and the whistleblower’s identity will not be disclosed except with their consent or as required by law. The company is committed to taking no retaliatory actions against anyone who reports a violation in good faith. All credible reports will be investigated, and corrective measures will be taken if the violation is confirmed.

Reports can be submitted through the following channels:
Via email: whistleblowing@kidana.com.sa
Through the company’s official website:
www.kidana.com.sa

Risk management

The Risk Management and Business Continuity policies and procedures at Kidana Company are based on aligning strategic directions and objectives with core management responsibilities, with the aim of improving operations and ensuring their continuity through the following measures:

Standardization of processes and procedures: The policy helps in unifying the way administrative tasks are carried out, which reduces variations and ensures consistency in service delivery.
Improving business efficiency: The procedures provide clear steps for implementing policies, enabling management staff to perform their tasks quickly and accurately, while reducing errors and unnecessary repetition.
Defining roles and responsibilities: The policy clarifies who is responsible for each task or procedure, contributing to better coordination among staff and reducing overlap or ambiguity in roles.
Providing high-quality service: By improving processes and ensuring adherence to the correct procedures, the policy aims to enhance the quality of services delivered to both internal and external stakeholders.
Supporting training and development: The policy serves as an important reference for training new employees and enhancing the skills of current staff, as it provides clear guidelines on how to carry out selected tasks.

Cybersecurity and Privacy

The Cybersecurity Department at Kidana aims to protect the company’s cyberspace by achieving the highest levels of confidentiality, integrity, and availability, and ensuring the protection of data from unauthorized access, use, disclosure, or loss.

Privacy

Kidana, represented by its Cybersecurity Department, is committed to applying the highest standards of security and confidentiality by adhering to cybersecurity regulations and directives issued by relevant authorities.

Personal Data

Kidana recognizes the importance of privacy and the protection of personal data in the digital age and is committed to safeguarding it in accordance with best practices. This includes ensuring transparency in its collection, storage, and use, whether while browsing the company’s website or using any of its digital services.

Cybersecurity and Privacy

The Compliance Department in the company aims to ensure that the company and its employees comply with all relevant laws, regulations, and legislations, and to minimize legal and regulatory risks, thereby enhancing corporate reputation and achieving business sustainability.

The department’s work is based on the following pillars:

Legislative Compliance:
Ensuring compliance with national laws and regulations governing the company’s operations.

Internal Policies and Procedures:
Developing and implementing clear policies that ensure discipline and compliance within the company.

Awareness and Training:
Raising employees’ awareness of compliance principles, work ethics, and relevant legislations.

Monitoring and Follow-up:
Monitoring compliance through periodic audits and analyzing risks of non-compliance.

Reporting Channels:
Providing a safe and confidential mechanism for reporting violations and breaches.

Disclosure and Transparency:
Communicating with regulatory authorities and disclosing any violations as per regulatory requirements.

Program Review and Update:
Conducting regular reviews of the compliance program and updating it based on regulatory and legislative changes, with a focus on continuous improvement.