Corporate Governance Principles for Companies in Which the Government Owns Shares

Decision
No. 132/2021
On the Issuance of the Corporate Governance Principles For Companies in which the Government Owns Shares Pursuant to the Commercial Companies Law promulgated by Oman Sultani Decree No. 18/2019; ;The approval of the Board of Directors of the Capital Market Authority ,and Based on the requirement of the public interest :The following Decision has been issued
Article 1
The provisions of the attached principles shall apply to the governance of companies in which .the government owns shares
Article 2
The companies addressed by the attached Principles shall adjust their situation in accordance with the provisions hereof within a period not exceeding (12) twelve months from the date of their entry into force. The Boards of Directors of the existing companies shall continue to exercise their powers until the expiry of their term, provided that they will be subsequently formed in accordance with the provisions of the attached Principles
Article 3
Any text contrary to or inconsistent with the provisions of this Decision or the attached .Principles, shall be abrogated
Article 4
This Decision shall be published in the Official Gazette and shall come into force on the day .following the date of its publication .Issued on 30 Safar 1443 H Corresponding to 6/10/2021 Sultan bin Salem bin Saeed Al Habsi Minister of Finance Chairman of the Board of Directors of the Capital Market Authority
Chapter 1
Definitions

Article 1
For the purposes of the provisions of these Principles, the following terms and expressions shall :have the meaning assigned against each, unless the context otherwise requires Governance: A set of principles, standards, and procedures that achieve institutional discipline in the management of the company in accordance with international standards and methods, by defining the responsibilities and duties of the members of the Board of Directors and the executive management of the company, while observing the protection of the rights of .shareholders and stakeholders Impact: The actual ability or authority to participate in financial decisions or direct the .company's operating policies in accordance with International Financial Reporting Standards Control: The actual authority of the company and the possibility of credit exposure or benefit from the financial returns of the company's work or the ability to participate in making financial .decisions in accordance with international financial standards Direct Government Entity: The government entity that owns stakes or shares in the company, or .that controls the company or affects its financial or operational decisions Relevant Government Agencies: Agencies whose competencies, development projects, or .strategic plans are related to the company's objectives :The Company A registered entity in the Sultanate, controlled by the government or influenced in its financial or .operational decisions, or in which the government owns shares or stocks :Subsidiary Company A commercial entity financially and operationally controlled by the company, with benefits or .liabilities arising from the commercial activities of the subsidiary company :Sister Company .A commercial entity that influences the financial and operational decisions of the company :General Assembly .The General Assembly or Partners' Assembly depending on the circumstances :Board of Directors .The Board of Directors of the company or Board of Managers depending on the circumstances :Executive Management The Chief Executive Officer or General Manager, depending on the circumstances, and all executives reporting to the Board of Directors. They may either report directly to the Board of Directors or to one of the mentioned executives, or they may be delegated certain authorities by .the Board of Directors :Senior Management Employees Those who possess authority, responsibility, and jurisdiction in the areas of planning, direction, and oversight of the company's activities, either directly or indirectly. They are individuals whom .the Board of Directors designates for permanent positions or specific roles :Other Shareholders

Natural or legal persons who own shares or stocks in the company and are not part of the .government :Related Parties :Include the following A. Members of the Board of Directors and senior management employees of the company or its sister or subsidiary companies, or entities over which the company has control or .significant influence B. All individuals who control the company or have a significant impact on its decisions, .whether from within or outside the company .(C. First-degree relatives of the natural persons referred to in sections (A) and (B D. Companies, individual entities, or sole proprietorships owned 100% by the individuals (mentioned in sections (A), (B), (C :Stakeholders :Include the following A. Governmental administrative, regulatory, or supervisory entities related to the company's .operations and activities B. The local community, municipal councils within the geographic scope of the company's operations and activities, and civil society institutions associated with or affected by the .company's operations and activities :The Official Documents of the Company The company's founding contract, its bylaws, commercial registry, and any management .agreement if applicable :First-Degree Kinship .Includes the father, mother, son, daughter, and spouse :Local Community Natural or legal persons residing in a specific geographic area associated with the company's .operations or activities
Chapter 2
General Provisions
Article 2
The provisions of these Principles shall apply to the company, without prejudice to any rights and privileges prescribed therefor under any law or other Sultani decree, except for Public Shareholding Companies and Special-Purpose Companies that are established for a specific objective and terminate with the completion thereof and do not engage in any operational .transactions
Article 3

The company shall set out internal Governance systems for itself and for its subsidiaries and sister companies, and the Direct Government Entity shall follow up on the company’s compliance .therewith
Article 4
The company shall comply with the disclosure and transparency standards as stated in these :Principles and shall also abide by the following a- Prepare unaudited quarterly financial statements, and other audited statements at the end of the financial declaration period and disclose the same to the public through the company’s website and the e-publication portal approved by the Authority, within two days from approval .by the Board of Directors b- Prepare an annual corporate Governance report of the company at the end of each financial declaration period, provided that it is audited by an external auditor, and disclose the same to the public, simultaneously with the publication of the audited financial statements through the company’s website and the e-publication portal approved by the Authority. The aforementioned :report shall include in particular the following .Formation of the Board of Directors, with an identification of the independent members -1 Specialised committees emanating from the Board of Directors, while stating their -2 .number and work during the year Total remuneration and bonuses paid to the members of the Board of Directors of the -3 .company, its subsidiaries, or sister company .Total remuneration and bonuses paid to the executive management officers -4 Fixed bonuses and performance-related incentives, and the performance standards for -5 .the company’s employees Workshops and training programs attended by members of the Board of Directors at the - 6 .company's expense, while indicating their scope, costs, venue, and dates Financial burdens incurred by the company for providing non-economic services based on -7 .government directives
Chapter 3
Bases of the Company's Work
Article 5
The company shall be subject to the laws regulating the work of commercial companies in the Sultanate, and it shall operate in accordance with the commercial and economic bases in force .unless the government specifies other bases to be agreed upon with other shareholders, if any
Article 6
The purpose of the company shall be clear and specific in the company’s Memorandum of Association or any subsequent document to be agreed upon with other shareholders, if any. The company shall announce its purpose and the objective of its establishment, and it shall specify time or economic criteria that, when achieved, shall allocate the government’s share to the .private sector
Article 7
When the objective for which the company was established has changed, or its objectives have

not been achieved, the Direct Government Entity shall study the company's situation and decide the procedure to be followed in accordance with the provisions of the Companies Law, subject to .the rights and obligations of other shareholders
Article 8
:The government shall consider the following when establishing the company a- Where the company is established as a non-profit strategic company, the government’s shareholding shall continue to be valid until its objectives are achieved and may thereafter .consider its privatisation or dissolution b- If the company is established for commercial or investment purposes or to achieve profits in the medium or long term, it shall take the form of a Public Shareholding Company, and then the Direct Government Entity may retain a golden share that grants it exceptional voting rights, including the veto casting on any decision issued by the General Assembly if it is not consistent with the public interest
Article 9
:The General Assembly of the company shall be formed according to the following a- By the Direct Government Entity and the Relevant Government Agencies for a company that is .wholly owned by the government b- By the Direct Government Entity, the Relevant Government Agencies, and other shareholders .for a company in which the government owns (50%) fifty percent or more of its shares c- By the Direct Government Entity and other shareholders for a company in which the .government owns less than (50%) fifty percent of its shares
Article 10
The Direct Government Entity may delegate the Relevant Government Agencies to vote in the General Assembly by distributing the percentage of votes assigned thereto equally among these .entities or according to the relative importance of each entity in the company’s work
Article 11
The company's policy regarding the distribution of its profits shall be clear and approved by the Board of Directors
Chapter 4
The Company's Organisational Framework
Article 12
The company shall have an organisational framework that emanates from these Principles to enable it to carry out its commercial activities like any other private sector companies, and to .compete transparently according to the rules of a free economy
Article 13
The company shall identify the non-profit business that it undertakes to achieve social or strategic objectives within a special agreement that shows the fair cost of providing these objectives and in a way that achieves economic efficiency thereof, provided that this agreement .be disclosed
Article 14

The company shall be subject to the same rules and procedures that regulate the work of commercial companies in accordance with the laws in force in the Sultanate, without being .granted it any exceptional treatment by the government
Article 15
The company’s financial liability shall be separate from that of the government, and the company or its creditors may not have the right of recourse against the government for any losses or obligations except under the Commercial Companies Law, or under separate agreements between the company and the government prepared and documented in .accordance with generally accepted principles
Article 16
The company shall be subject to the same rules as other commercial companies when a dispute .arises with creditors, suppliers, or any other parties
Chapter 5
The Capacity of the Government as an Owner
Article 17
The Direct Government Entity shall have an integrated vision regarding its shareholding in the company and shall carry out its actions within the scope of the company’s management in its capacity as an owner; also, it shall separate the said shareholding from its general organisational .and administrative role
Article 18
The Direct Government Entity shall ensure that the company applies the Governance Principles in a manner that depends on transparency, accountability, responsibility, and efficiency, including the principles related to the nomination and election of the members of the Board of .Directors
Article 19
The Direct Government Entity shall not interfere in the daily management of the company and shall observe the interests of the government through participation and voting in the meetings .of the General Assembly
Article 20
The company's relationship with the Direct Government Entity and other Related Government Agencies shall be clear and specified in the company's statute or any other document agreed .upon and approved by the Board of Directors
Article 21
The company may manage the financial structures of its subsidiaries, in coordination with their Boards of Directors, in a way that enhances their capital and enables them to obtain the necessary financing in accordance with the provisions of the Commercial Companies Law, with .the necessity to disclose the same to the government
Chapter 6
Formation and Responsibilities of the Board of Directors
Article 22

The company’s Board of Directors shall be composed of qualified, experienced, and skilled members who meet the prescribed membership conditions, provided that they comprise independent members. Clarity and transparency shall be observed when selecting members of .the Board of Directors
Article 23
The members of the Board of Directors shall be elected by the General Assembly in accordance .with the conditions, criteria, and procedures stipulated in these Principles
Article 24
The company and its legal advisor shall take the necessary measures to ensure the transparency .of the nomination process for membership of the Board of Directors of its subsidiaries
Article 25
:When forming the Board of Directors, the company shall be committed to the following .a- All members of the Board of Directors shall be non-executive officers b- The percentage of independent members shall not be less than one third of the members of .the Board of Directors, and with a minimum of two members c- The members of the Board of Directors shall not be at the rank of ministers or undersecretaries and the like
Article 26
When forming the Board of Directors, consideration shall be given to the views of the Company’s Nomination and Remuneration Committee (if any), to ensure the availability of the required :skills and capabilities of the members of the Board of Directors, in particular the following .a- Strategic vision and the ability to direct and encourage creativity in the company .b- Necessary experience in financial accounting and corporate finance c- Understanding management trends and the ability to deal with short-term and protracted .crises .d- Appropriate experience related to the company's field of activities e- Commercial experience in international markets if the company has dealings with these .markets
Article 27
:A candidate for membership of the Board of Directors shall meet the following conditions a- Qualifications and experiences commensurate with the nature of the company's activities and .the objective of its establishment b- The ability to contribute effectively to the management of the company, and to deal with .others firmly and responsibly c- He shall not have been previously convicted for bankruptcy or insolvency adjudication or convicted for a felony or a crime involving turpitude or dishonesty, unless he has been .rehabilitated d- He shall not be the chairman of more than (2) two Boards of Directors of companies whose principal place of business is in the Sultanate or a member of more than (4) four Board of

.Directors e- The interests of his daily work shall not conflict with his membership in the company’s Board .of Directors
Article 28
Before starting the procedures for holding the General Assembly meeting that is included in its :agenda, the company shall elect a Board of Directors as follows a- Sending an announcement to the public, at least (14) fourteen days before the date of the General Assembly, to invite whoever wishes to run for membership in the Board of Directors as an independent member, and to indicate the criteria for membership and independence .stipulated in these Principles b- Addressing the Direct Government Entity to nominate non-independent candidates for .membership of the Board of Directors c- Assigning the Nomination and Remuneration Committee (if any) to propose independent or .non-independent candidates for membership in the Board of Directors The list of candidates for membership of the Board of Directors shall be submitted to the .company's legal advisor at least seven (7) days prior to the date of the General Assembly
Article 29
The company’s legal advisor shall ensure that the candidates for membership of the Board of Directors fulfil the conditions and criteria stipulated in these Principles and provide the company .therewith within (3) three days from the date of receiving the list of candidates
Article 30
The independent member is required to have an independent opinion to enable him to take decisions that serve the purposes of the company, and to have no interest with the company or .any of its sister companies or subsidiaries
Article 31
The status of the member’s independence shall cease to exist upon materialisation of any of the :following cases a- If he occupies a governmental position or is an elected or appointed member of any of the representative councils, or if he works in any of the companies in which the government owns .shares b- If less than (12) twelve months have passed since he left his service in any of the entities .(referred to in clause (a c- If he owns (10%) ten percent or more of the shares of the company or any of its subsidiaries or .sister companies d- If he is a representative of a juristic person who owns (10%) ten percent or more of the shares .of the company or any of its subsidiaries or sister companies e- If he is a first-degree relative of any of the members of the Board of Directors of the company .or any of its subsidiaries or sister companies f- If he is a first-degree relative of any of the executive management officers of the company or .any of its subsidiaries or sister companies

g- If he is a member of the Board of Directors in any of the subsidiaries or sister companies of the .company in whose Board of Directors he has run for membership h- If, during the two years preceding his candidacy, he worked for any of the parties contracting with the company (including external auditors, major suppliers, and NGOs that received support .(in excess of (25%) twenty-five percent of the annual budget of these organisations i- If he worked during the two years preceding his candidacy for any of its subsidiaries or sister .companies j- If he owns (10%) ten percent of the shares of any of the parties referred to in this article during .the two years preceding his candidacy
Article 32
The independent member shall inform the company as soon as he loses his independence status, and any decision he participated in taking or voting on while losing his independence status shall be considered null, unless counting his vote has not affected the decision-making, and the Board of Directors shall ensure the company’s continued commitment to the percentage of independent members in the Board’s membership. Also, the independent member shall, at the end of each fiscal year, inform the company of any developments affecting his independence .status
Article 33
The Board of Directors, in order to ensure the quality of the performance of its members, shall :do the following a- Establish a mechanism to follow up on members’ performance of their work tasks and their commitment to standards of professional conduct and discipline in attending the Board’s meetings and set out the procedures to be followed to hold them accountable in the event of .their negligence b- Determine the skills required for membership of the Board of Directors, and it may assign this task to the Nomination and Remuneration Committee (if any) and submit recommendations to .the General Assembly
Article 34
At the start of each session, the Board of Directors shall appoint a secretary with expertise and qualifications in the field of law, accounting, auditing, business administration or corporate secretariat, provided that he has practical experience in the field of management for an appropriate period ranging from (3 - 5) three to five years at least
Article 35
:The company's secretary shall be responsible for the following a- Following up on the company’s compliance with the provisions of these Principles, the regulations and laws in force in the Sultanate, and the controls issued by the competent .regulatory and supervisory authorities b- Assisting the chairman of the Board of Directors in controlling the work of the board, organising its meetings, and documenting its deliberations and decisions. c- Keeping the company’s official documents, reports and data, original copies of the signed minutes of the Board of Directors’ meetings, and any other documents that the Board of Directors requires to .be deposited with the company’s secretariat
Article 36

:The following shall be taken into account for the meetings of the company’s Board of Directors .a- At least (4) four meetings shall be held per year b- The period between any two meetings shall not exceed (120) one hundred and twenty days, .as a maximum c- The agenda of the periodic meeting shall be sent to all members of the Board of Directors no .less than (7) seven working days before the date of the meeting d- The agenda of urgent and emergency meetings shall be sent to all members at least (3) three working days before the date of the meeting, unless the chairman of the Board of Directors .decides to hold the meeting within (24) twenty-four hours
Article 37
The Board of Directors may hold its meetings through modern means of communication or agree to the participation of any of the members in the deliberations of the meeting through these means. The Board of Directors shall set controls for the use of modern means of communication in holding meetings and the participation of members through them, provided that the secretary .is able to see and hear all members of the Board of Directors
Article 38
With the exception of approving the audited financial statements, the Board of Directors may pass its decisions by circulation, provided that they are included in the agenda of the meeting immediately following the passing of these decisions by circulation for approval. The Board of Directors shall set out the conditions and controls for passing its decisions by circulation, .without prejudice to the two conditions of majority and avoidance of conflict of interests
Chapter 7
Functions and Powers of the Board of Directors
Article 39
:The Board of Directors shall, in particular, undertake the following a- Determining the future vision of the company, setting out performance-related indicators that .can be implemented within a reasonable time frame, and updating the same periodically b- Setting out strategic frameworks and directives to protect the interests of the government and the rights of other shareholders, and to develop and sustain the company and increase its .profits c- Adopting the commercial and performance-related financial policies of the company’s work .and achieving its objectives and reviewing the same periodically d- Laying down the necessary plans to implement the company's strategy, reviewing and .updating the same every now and then .e- Approving the internal rules and regulations related to the conduct of the company's work f- Adopting the periodic data disclosure policy and the company’s corporate Governance report .and following up on its implementation g- Determining the competencies and powers of the executive management and adopting a .policy of delegation and implementation of the work entrusted thereto h- Monitoring the performance of the executive management and ensuring the proper progress

of work in a manner that achieves the objectives of the company and does not conflict with the .laws and regulations in force .i- Reviewing and approving the deals and transactions of related parties j- Ensuring the effectiveness of the systems and policies in force in the company to enable it to .achieve its objectives k- Appointing the chief executive officer (and the like), each subsequent executive officer, the head of the internal audit unit, or the compliance officer (if any), and determining their rights .and competencies l- Measuring the performance of the specialised committees and holders of executive positions .referred to in clause (k) on an annual basis at least .m- Approving the quarterly and annual financial statements related to the company's activities .n- Adopting a policy for reporting violations o- Adopting policies related to the confidentiality of company information and non-disclosure .thereof, when working with competing companies
Article 40
The Board of Directors shall ensure that the executive management puts in place internal controls and a robust risk management system to safeguard the interests of the government, other shareholders, and the company's assets. It shall also verify the effectiveness and adequacy of the internal control systems in all departments of the company, including the financial management and associated operations, crisis and risk management, and their adequacy, and .include the same in the annual Governance report
Article 41
The chairman of the Board of Directors shall, within a period not exceeding (90) ninety working days from the formation of the Board of Directors, establish a system to familiarise the new members of the Board of Directors with the company’s work, especially the financial and legal aspects, and train them, if necessary, at the company’s expense in the fields of Governance, .fraud control, and skills to be met by members of the Board of Directors
Article 42
The Board of Directors shall adopt the policies related to the delegation of powers to the executive management and update the same periodically. These delegations shall include various functions related to financial and administrative affairs, personnel affairs, and other .functions necessary for the efficient operation and management of the company
Article 43
No member of the Board of Directors may make any statements or disclose any information without the prior written permission of the Board of Directors or its chairman, and the Board of .Directors shall designate one or more official spokespersons on behalf of the company
Article 44
The Board of Directors may form specialised committees from among its members to assist it to perform its duties, provided that it includes the Audit and Risk Management Committee, and the Nomination and Remuneration Committee. The Board may form two independent committees, .one for risk management and the other for auditing, if it deems it necessary The decision on the formation of a committee shall include the names of its members, the

.system and duration of its work, and any other relevant provisions
Article 45
It is prohibited to combine the chairmanship of any of the committees formed by the Board of Directors, nor to combine the chairmanship of the Audit and Risk Management Committee and the Chairmanship of the Board of Directors, unless the Risk Management Committee is .separated from the Audit Committee
Article 46
When forming the Audit and Risk Management Committee, the following shall be taken into :account a- The number of members of the committee shall not be less than (3) three members, and most .of them shall be independent members .b- At least one of the committee members shall have financial and accounting experience .c- The chairman of the committee shall be from among the independent members
Article 47
:The Audit and Risk Management Committee shall assist the Board of Directors in the following a- Verifying the extent to which the executive management is able to implement the operational .controls and guidelines set for it by the Board of Directors .b- Measuring and following up the suitability and effectiveness of the internal control systems c- Setting out policies that preserve the company's assets and its human, material and .intellectual assets
Article 48
The Audit and Risk Management Committee shall hold its meetings in the presence of the majority of its independent members. In its first meeting, the Committee shall choose the chairman of the Committee, provided that he is one of the independent members. The Board of .Directors may nominate the Chairman of the Committee in its formation decision
Article 49
:The Audit and Risk Management Committee shall exercise, in particular, the following functions a- Supervising the company’s internal audit work, studying and reviewing the internal control system, submitting a written report to the Board of Directors on its annual recommendations, and following up on the implementation of corrective measures for the observations contained .therein b- Ensuring the suitability and adequacy of the company’s internal control systems, whether by relying on periodic reports of internal auditors and external auditors or using consulting bodies .specialised in this field c- Recommending the appointment of external auditors, terminating their contracts, and determining their fees. When recommending their appointment, consideration shall be given to .ensuring their independence d- Reviewing the work plan of the auditors' offices and the results of the audit process and .ensuring that the auditor is given full access to all documents necessary to carry out his duties

e- Ensuring that there are sufficient procedures to prevent or detect any case of deceit or financial fraud and to ensure compliance with accounting principles in accordance with .international accounting standards that show the true financial position of the company f- Studying the accounting policies followed in the company and expressing an opinion and .recommendation to the Board of Directors in this regard g- Reviewing the company’s financial statements if they have not been reviewed by the company’s external auditor prior to their issuance, reviewing the external auditors’ reservations on the draft financial statements, if any, and ensuring compliance with the disclosure .requirements stipulated in these Principles h- Acting as a channel of communication between the company's Board of Directors and each of .the external auditors and the internal auditor i- Reviewing the deals and transactions proposed to be carried out by the company with related .parties and submitting appropriate recommendations in this regard to the Board of Directors j- Developing a risk management plan, procuring its approval by the Board of Directors, and following up on its implementation, provided that the plan includes the main risks that the company may be exposed to, the extent to which they may occur, the mechanisms for identifying, measuring and following up on these risks, periodic detection and reporting of risks .(especially new ones) and manners to reduce the effects of risks, if not avoid them k- Reviewing the company’s risk management-related policies periodically, taking into consideration the company’s work, market changes, and the company’s investment and .expansion trends l- Submitting periodic analytical reports or as directed by the Board of Directors on the status .and management of risks in the company m- Proposing wages, rewards, and financial and in-kind benefits for the head and members of .the Internal Audit Unit
Article 50
The Audit and Risk Management Committee may request the financial manager of the company and the head of the Internal Audit Unit to attend its meetings to obtain further clarifications, and the committee may seek the assistance of any person with experience and competence if .the need arises
Article 51
The Audit and Risk Management Committee shall listen to the opinions of the external auditors .before submitting the accounts report to the Board of Directors for a decision It shall also meet with the external auditors and the internal auditors - separately - without the presence of the company's executive management at least once a year, to listen to their views .and suggestions and consult on raising the level of corporate Governance and commitment
Article 52
When forming the Nomination and Remuneration Committee, the number of its members shall not be less than (3) three members. The committee may choose a chairman for it in its first meeting. The Board may nominate the chairman of the Committee in its formation decision, and .the committee’s meetings shall not be less than (2) two meetings per year
Article 53
The Nomination and Remuneration Committee shall exercise, in particular, the following

:functions a- Providing advice to the General Assembly regarding the nomination of qualified members to .the Board of Directors who have the required skills and experience b- Assisting the Board of Directors in selecting the appropriate and necessary competencies .required by the executive management officers c- Submitting the succession plan of the Board of Directors or at least the Chairman of the Board of Directors, and the succession plan of executive management officers for approval by the Board .of Directors d- Preparing a job description for the role and responsibilities of a member of the Board of Directors, including the chairman of the Board of Directors, in a way that facilitates carrying out .their tasks and roles, and measuring their performance e- Nominating qualified persons for membership of the Board of Directors when one of them becomes vacant and nominating qualified persons to assume executive positions in the .company f- Preparing the policy related to granting remunerations, allowances, and incentives to the executive management officers and reviewing the same periodically, taking into account market .conditions and the company's performance
Article 54
The Nomination and Remuneration Committee shall obtain the approval of the Board of Directors when seeking the assistance of any other party to obtain any advice in order to .perform its tasks, while observing the avoidance of conflict of interests
Chapter 8
Accountability of Board Members
Article 55
Members of the Board of Directors shall be accountable for their actions and decisions during their membership in the Board of Directors, and all members of the Board of Directors, severally or jointly, shall act with due diligence in dealing with what is presented to them objectively, .rationally, and predictably
Article 56
The responsibilities of the members of the Board of Directors shall be commensurate with the remuneration determined for them, provided that such remuneration does not exceed the limits .stipulated in these provisions, and the principles applicable to Public Shareholding Companies
Article 57
The Board of Directors shall be subject to performance measurement at least in each session, and the Authority shall set out the standards for measuring the performance of the Board of .Directors and accountability of its members
Chapter 9
Code of Professional Conduct for Board Members
Article 58
A Board member shall abide by the principles of professional conduct and work ethics, as

:represented in the following a- Acting with professionalism and sufficient knowledge in the performance of their duties and being familiar with the developments related to the company’s activities, understanding the .tasks carried out by the company and being aware of their direct and indirect aspects b- Acting with caution, prudence, and due diligence in performing their duties and improving the management of the company and participating in all meetings of the Board of Directors unless in .case an impediment arises c- Acting with Integrity, honesty, and independence in making decisions, and practicing procedures he deems reasonable to ensure his conviction of the soundness of the Board of Directors’ decisions, provided that he works for the interest of the company and shareholders in .general, and not only the interest of the party that nominated him or the one he works for d- Avoiding conflict of interest, and being transparent in all works related to the company, as :follows Disclose to the Board of Directors any personal interests related to the contracts -1 .undertaken by the company, whether directly or indirectly Keep the confidentiality of all information obtained in his capacity as a member of the -2 Board of Directors, and not to use information improperly in a way that serves his personal .interests Not to take improper use of his membership in the Board of Directors to achieve direct or -3 indirect gains or personal advantages for him or for any related person or one of his first- .degree relatives Refrain from participating in the discussion and voting on the subject of conflict, unless -4 the expertise available in the member is necessary for the issuance of the decision by the Board of Directors. 5- Resign from the membership of the Board of Directors in the event that a fundamental conflict between the personal interests of the member and the interests .of the company persists e- Comply with the regulations and laws applied by the company. A member of the Board of Directors shall, in case of necessity or in order to verify a certain matter, obtain legal, financial, or any other professional advice on the affairs of the company or on a matter in relation to his duties, and that at the expense of the company, provided that when obtaining advice, he avoids .conflict of interest or causing doubts about its objectivity f- Access to complete and sufficient information on the company’s work on a regular basis and use the same to serve the achievement of the company’s objectives. This information shall be made available to the members of the Board of Directors well in advance to decide on the issues raised by them, otherwise they may abstain from voting, and record the abstention and the reasons therefor in the minutes of the meeting, unless the meeting is adjourned until the .required information is available
Article 59
The Board of Directors is responsible for approving and publishing the Code of Professional Conduct and Work Ethics, ensuring that the Board members, the executive management and all employees of the company are aware of it and following up their commitment to implementing .it
Chapter 10
Executive Management

Article 60
The executive management, in coordination with the Board of Directors, shall set out internal rules and regulations for the conduct of the company's work, and agree on the standards and indicators of the company's performance, including standards for measuring the performance of .the executive management
Article 61
:The executive management shall, in particular, undertake the following a- Conducting the daily work of the company with completeness and sincerity in accordance with .the regulations, policies, and procedures approved by the Board of Directors b- Appointing any of the company’s employees, in accordance with the internal regulations .approved in the company .c- Executing the objectives of the company stipulated in the Statute d- Informing the Board of Directors of the risks and difficulties facing the company in accordance .with the approved policies and procedures e- Protecting the direct interests of the government entity and the rights of other shareholders, .developing the company, and increasing its profits
Article 62
The executive management shall exercise its responsibilities and powers in accordance with an organisational structure approved by the Board of Directors, and the executive management .shall be accountable before the Board of Directors for all its actions
Article 63
The company's wages and incentives’ structure shall be attractive to distinguished human competencies and contribute to maintaining the existing competencies in the company, provided that the levels of wages and incentives are commensurate with the labour market in the .Sultanate
Article 64
Before concluding financial and commercial transactions in which any of them or any of their relatives up to the first degree has personal interests, the executive management shall obtain .the prior approval of the Board of Directors
Article 65
Members of the executive management are prohibited from disclosing the confidentiality of any .data or information that have come to their knowledge in the course of their work
Chapter 11
Equality in Dealing with Other Shareholders
Article 66
The company’s statute shall provide for the rights of other shareholders and the ways to enjoy and protect them and not interfere with them, enable them to obtain information that facilitates the exercise of their rights, and establish a mechanism for expressing their views .regarding the company’s work

Article 67
In the event that part of the company's shares is offered to the public or to the private sector, the rights of the new shareholders shall be taken into consideration, and the company's statute .shall be amended to this effect in order to guarantee the same
Article 68
The company shall provide other shareholders with all information and financial reports in their .dates and on a regular basis
Chapter 12
Regulating Transactions of Related Parties and Interested Parties
Article 69
The company shall disclose to the Direct Government Entity or the Relevant Government Agencies all transactions with related parties, and the company shall ensure that financial .transactions with related parties are based on sound foundations and legally collectible
Article 70
The Audit and Risk Management Committee shall review all usual and unusual transactions with .related parties and submit a recommendation in this regard to the Board of Directors
Article 71
Disclosures of transactions with related parties shall be in accordance with International Financial Reporting Standards, in particular the International Accounting Standard related to .disclosures about transactions with related parties
Article 72
The company shall set out clear and specific policies related to dealing with interested parties .and involving them in determining the strategic objectives of the company
Article 73
The company shall disclose any rights or benefits granted to related or interested parties and .that affect the integrity of decision-making in the company
Chapter 13
The Company’s Social Responsibility
Article 74
The Board of Directors shall adopt the company's policy related to the requirements of social responsibility so that it is consistent with international best practices and government policies and guidelines, taking into account not to do the same work that other companies do within the .framework of their social responsibility
Article 75
In carrying out its social responsibility, the company may establish an independent institution in .cooperation with similar companies, sister companies or subsidiaries
Article 76
The company’s executive management shall lay down an annual strategy or plan to implement

the company’s policy related to the requirements of social responsibility, provided that the :strategy or plan includes, as a minimum, the following .a- The allocated budget .b- The means of support and participation available c- The values and principles that the company seeks to disseminate through the activities it .undertakes or supports .d- The combined segments or the social areas targeted by the company
Article 77
The company shall indicate in its annual report the activities it carried out within the framework of its social responsibility, the value of the amounts spent thereon, and the measurement of their impact and sustainability