Internal audit

Audit Committee

Ma’aden’s Audit Committee was established on October 26, 2014. It has a term of three years and consists of five members appointed by the Board. The Audit Committee was reconstituted following the reconstitution of the Board on April 28, 2016.

The Board named Abdullah Bin Ibrahim Al-Saadan as the new Chairman of the Audit Committee and Azzam Bin Yaser Shalabi as a member.

Abdullah Bin Mohammed Al-Fayez was replaced by Khalid Bin Hamad Al-Senani. Walid Bin Ibrahim Shukri and Mazen Bin Abdullah Al-Furaih have retained their memberships and will complete the current term of the committee.

All new members will complete the terms of their predecessors.

  • The duties and responsibilities of the Audit Committee include the following:
  • review Ma’aden’s adopted financial policies and procedures
  • oversee the Group’s internal audit department to ensure efficiency in performing its activities and tasks assigned by the Board
  • review and approve the internal audit plan and filing procedures and recommendations to the Board on the appointment or termination of services and the fees of external auditors, taking their independence into account
  • follow up on external auditors’ work, approve any task assigned to them beyond the auditing task assigned to them and review their comments and recommendations on consolidated financial statements.

Nomination and Remuneration Committee

The current Nomination and Remuneration Committee was established on October 26, 2014 and has a term of three years. In 2016, the Board amended the terms of reference for the Nomination and Remuneration Committee to strengthen its membership from four to five. Following the reconstitution of the Board, the committee was reconstituted with HE Khalid Bin Abdulaziz Al-Falih as Chairman and Abdullah Bin Mohammed Al-Issa and Lubna Bint Sulaiman Al-Olayan as new members. All new members will complete the terms of their predecessors.

Dr Ziyad Bin Abdulrahman Al-Sudairy and Khalid Bin Saleh Al-Mudaifer have retained their membership on the committee, and will complete the current term of the committee.

The duties and responsibilities of the committee include:

  • annual review and recommendations of the skills, competencies and work experience needed to strengthen the capacity of the Board and make suitable recommendations
  • annual verification of independent members’ credentials and to determine if there are any conflicts of interest if the member serves on the Board of another company
  • evaluation of candidates for Board membership, while bearing in mind factors including, but not limited to, integrity, credibility and responsibility; successful leadership experience; strong business acumen; independence and absence of any conflict of interest; and the ability to devote the time necessary to carry out their responsibilities as members
  • review and approve all compensation (salaries, allowances, shares) for all executives (CEO, deputies and executive directors) on an annual basis
  • review and approve human resources policies and procedures, administrative development programs and plans for succession of executives, and evaluate objectives (including key performance indicators) to be achieved within the reward and incentive programs.

Executive Committee

The current Executive Committee was established on October 26, 2014 for a term of three years and is composed of six members. The Board reconstituted the committee with HE Khalid Bin Abdulaziz Al-Falih as Chairman and Abdullah Bin Ibrahim Al-Saadan and Dr Jean-Lou Chameau as new members. The new members on the committee will complete the terms of their predecessors.

The membership of HE Suleiman Bin Abdulrahman Al-Gwaiz, Khalid Bin Saleh Al-Mudaifer and Richard O’Brien remains unchanged until the end of the current term of the committee.

The duties and responsibilities of the Executive Committee include, but are not limited to, the following:

  • review Ma’aden’s strategies, business plans and make recommendations to the Board
  • review the workforce budget and operational and capital expenditure budgets
  • review proposed business, operations and financial plans and provide recommendations to the Board
  • review all core projects and business expansions according to the approved strategies, business plans, operations and long-term financial plans
  • oversee and monitor the implementation of Ma’aden’s operational policies and procedures excluding those related to accounting.