Development Works Food Co. — Board/Management Information 2021

Jun 14, 2021

Development Works Food Co. Announces Calling Candidature for Board Members Elections for a new session

6013 · 14/06/2021 15:58:15 · Announcement #63765 · View on Saudi Exchange

Development Works Food Co. Announces Calling Candidature for Board Members Elections for a new session

Element List	Explanation
Introduction	Development Works Food Co announces the opening of the nomination for membership of the company’s board of directors for the next session, which will start its work, God willing, as of October 30, 2021 AD, and for a period of three years. Those who wish to nominate themselves for membership of the board of directors who meet the conditions and qualifications for membership must submit their nomination applications within The period specified in the announcement and according to the details contained in this announcement, and the candidacy will be in accordance with the provisions contained in the Companies Law issued by the Ministry of Commerce and the Corporate Governance Regulations issued by the Capital Market Authority, in addition to the policies, standards, and procedures for membership in the Board of Directors approved by the General Assembly of the company’s shareholders. Electing the nominated members during the company’s next general assembly meeting, the date of which will be announced later after obtaining the necessary approvals from the competent authorities.
Type of Assembly	New Session
Assembly Start Date	2021-10-30 Corresponding to 1443-03-24
Assembly End Date	2024-10-29 Corresponding to 1446-04-26
Number of members	5
Application Start Date	2021-06-15 Corresponding to 1442-11-05
Application End Date	2021-07-15 Corresponding to 1442-12-05
Applications Submission Method	The originals of the nomination applications, their attachments, and the aforementioned forms shall be sent to (the Nomination and Remuneration Committee) before the end of the nomination period indicated in the advertisement and during official working hours (from 8 am to 4 pm) by any of the following methods:

1. Hand delivery to the Secretary of the Nomination and Remuneration Committee in Riyadh, Al-Waha District, Turki bin Ahmed Al-Sudairy Street.

2. Email: board@dwf.com.sa

- For inquiries, you can contact the number 0554875792 during official working hours.Application RequirementsThe candidate must fulfill the requirements for candidacy for membership of the Board of Directors contained in the relevant rules and regulations, and according to the following:

• Fulfilling the terms of the policies, standards, and procedures for membership in the Board of Directors (attached).

• A signed notification addressed to (the Nominations and Remunerations Committee) stating the desire to run during the announcement period specified above, provided that the notification is accompanied by a curriculum vitae, qualifications, and practical experience in the company's field of activity (attached).

• Submitting a form (1) CV (attached).

• Submit a signed copy of Form No. (3) issued by the Capital Market Authority for candidacy for membership of the Board of Directors. The form can be obtained through the Authority's website www.cma.org.sa (attached).

• Attach a clear and valid copy of the national identity card, family record, passport (for non-Saudis), or the commercial register for the legal entities that wish to nominate representatives.

• Submit all documents and certificates supporting what was stated in the candidacy application in Arabic, and the candidate must submit a certified Arabic translation of any documents or documents written in a foreign language.

• Provide a statement of the number and date of memberships in the boards of directors of joint-stock companies, and the committees that he has held or continues to hold membership in.

• It is required that a member of the Board of Directors be of professional competence, who has the experience, knowledge, skill, and independence necessary to enable him to perform his duties efficiently and competently. In particular, he must have the following:

• Leadership ability: by having leadership skills that qualify him to grant powers, which leads to motivating performance and applying best practices in the field of effective management and adherence to professional values and ethics.

• Efficiency: by having the appropriate academic qualifications, professional and personal skills, level of training, and practical experience related to the company's current and future activities, management, economics, accounting, law, or governance, as well as the desire to learn and train.

• The ability to direct: by having technical, leadership, and administrative capabilities, quick decision-making, understanding the technical requirements related to workflow, being able to strategically direct, plan and have a clear future vision.

• Financial knowledge: by being able to read and understand financial statements and reports.

• Health fitness: that he does not have a health impediment that hinders him from exercising his duties and competencies.

• If the candidate has previously held the membership of the Board of Directors of the Food Development Business Company, he must attach to the application for candidacy a statement from the company's management about the last term in which he assumed the membership of the Board, including the following information:

• The number of board meetings held during each year of the term.

• The number of meetings attended by the member in person and the percentage of his attendance to the total of the meetings held.

• The permanent committees in which the member participated, the number of meetings held by each of those committees during each year of the session, the number of meetings attended, and the ratio of his attendance to the total meetings.

• The nominated member shall not be a member of more than five listed joint-stock companies at the same time.

Disclosure to the Board of Directors and the General Assembly of any cases of conflict of interest - in accordance with the procedures established by the Authority - including:

• Any direct or indirect interest in the business and contracts made for the company.

• His participation in a business that would compete with the company, or its competition in one of the branches of the activity he is engaged in.

• The candidate for council member must not have been convicted of a crime against honor and honesty, and he must not be insolvent or bankrupt or become unfit for council membership in accordance with any system or instructions in force in the Kingdom.

• Clarify the capacity of membership, ie whether the member is (executive), member (non-executive), or member (independent). In the case of running as an independent member, the candidate must not have any of the symptoms of independence.

• Taking into account that the forms are complete and signed by the applicant, incomplete applications will not be considered.

Note that voting in the General Assembly, whose date will be set later, will be limited to those who have nominated themselves for membership of the Board in accordance with the conditions, controls, and criteria set out in this announcement.Candidate ConditionsAttached Documents        

The Capital Market Authority and Saudi Exchange take no responsibility for the contents of this disclosure, make no representations as to its accuracy or completeness, and expressly disclaim any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this disclosure, and the issuer accepts full responsibility for the accuracy of the information contained in it and confirms, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts or information the omission of which would make the disclosure misleading, incomplete or inaccurate.