Organizational Structure & Committees

In compliance with the Capital Market Authority’s (CMA) regulation, the Board of Directors at Massaleh Investments constituted several committees including an audit committee, risk committee, and nomination & remuneration committee. The aim of these committees is to support the Board of Directors to execute their strategic plans and realize their goals.

Massaleh Investment Company constituted several committees, audit committee, risk committee and nomination & remuneration committee. Those committees will help the board of directors to accomplish their roles & plans. As per Capital Market Authority the audit committee shall meet at least 4 times a year & a periodic meeting with the external auditor, the risk committee shall meet at least 4 times a year, the nomination & remuneration committee shall meet at least once a year.

Audit Committee

Duties and responsibilities

  • Review the quarterly and annual financial statements.
  • Provide the BOD the recommendation regarding appointing or change the external auditor and defining the fees.
  • Follow up the work with the external auditor.
  • Review the internal audit reports.
  • Study the applied accounting policies and express its opinion and recommendations to the Board of Directors in this regard.
  • Assess the adequacy of internal control systems and shall prepare a report detailing the Board Audit Committee’s opinion and recommendation in relation thereof.
  • Supervise the internal audit department in the company in order to verify its effectiveness in executing its duties and activities as defined by the Board of Directors.
  • Recommend the appointment, transfer and discharge of the Head of Internal Audit as well as assessing his/her performance and the performance of the internal audit department.
  • Review and approve the proposed internal audit plan and express any notes.
  • Review the results of the internal audit reports and shall ensure that the proper corrective action has been taken in relation to any issues raised therein.
  • Ensure the company’s compliance with the related and applicable rules, policies, regulations and instructions.
  • Review proposed deals and transactions with related parties and provide its recommendation to the Board of Directors in relation thereto.
  • In case of any conflict between Board Audit Committee’s recommendations and the Board of Directors resolutions, including when the Board of Directors refuse to follow the committee’s recommendations regarding external and/or the internal auditors, the Board of Directors should include reference to such conflict in the Corporate Governance report, including specifying the recommendations and the reasons for not following them.
  • Raise issues which may affect risk management of the company to the Board Risk Management Committee for timely their review and consideration.
  • Coordinate with the Board Governance Committee in regards to any non-compliance incidents with the governance manual.

Nomination and Remuneration Committee

Duties and responsibilities

  • Recommend the nomination and re-nomination of BOD members, other board committee members.
  • Review the qualification and skills required by CMA for the board member.
  • Set a clear remuneration policy for the Board of Director, Executive Management and employees.
  • Review the remuneration policy annually.
  • Suggest the nomination and re-nomination of Board of Directors members (including independent members) for election by the General Assembly, and shall ensure the independence of independent members.
  • Review on an annual basis the required skills which are suitable for the Board of Directors’ membership, attracting those willing to fill executive positions as required, and reviewing these requests taking into consideration the Capital Markets Authority’s integrity and competency instructions and requirements.
  • Establish the job description for executive, non-executive and independent board members.
  • Publish an advertisement in at least two daily newspapers where the application for Board of Directors’ membership shall be available for a period of two weeks from the date of advertisement.
  • Develop a clear remuneration policy for Board of Directors’ members and the Executive Management members.

Risk Management Committee

Duties and responsibilities

  • Prepare and review the risk management strategies and policies.
  • Assist the board of director in identifying and evaluating the risk tolerance level of the company.
  • Ensure that the risk management employees are independent from activities that result in exposing the company to risks.
  • Prepare periodic reports about the nature of the risks which the company could face.
  • Ensure the availability of adequate systems and resources for risk management.
  • Assist the Board of Directors in identifying and evaluating the risk tolerance level of the company, and shall ensure that the company does not exceed that level after its approval by the Board of Directors.
  • Review the organizational structure of the risk management, and develop recommendations before approving it by the Board of Directors.
  • Ensure that the risk management employees have a comprehensive understanding of the risks surrounding the company, and shall work on increasing employees’ awareness of the risks and related knowledge.
  • Review the issues that are raised by the Board Audit Committee, which may affect risk management of the company.