The Company’s internal governance system was approved by the Board of Directors in 2017, which is based on principles that are in line with the Governance Regulations issued by the Authority. This is to ensure that the Company is committed to best practices that protect the rights of shareholders and the interests of stakeholders, and to implement continuous disclosure policies that ensure full transparency regarding its business. The Company has adopted a written disclosure policy that defines what must be disclosed, when, how, and who is responsible, in accordance with the applicable rules. Some of the measures that have been implemented based on corporate governance include:

• Separating the positions of Chairman of the Board of Directors, Managing Director, and CEO.
• Increasing the number of independent Board members by decision of the General Assembly, by adding two independent members.
• Ensuring that the Audit Committee is composed of non-executive Board members.
• Establishing an Executive Committee composed of non-executive members in addition to the Managing Director.
• Amending the Company’s articles of association to conform to these directions.

Memar applies the binding provisions and takes guidance from the indicative regulations of the rules and standards contained in the Corporate Governance Regulations, in accordance with the Company’s articles of association and the Companies Law issued by the Ministry of Commerce, especially with regard to the rights of shareholders and the interests of stakeholders, and the commitment to procedures related to disclosure and transparency.