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Board of Directors & Committees

Board of Directors

stc group’s Board of Directors represents all shareholders and is entrusted with the stewardship of the company’s affairs, exercising its duties with due care, loyalty, and in the best interests of the company to promote long-term value creation and ensure sustainable growth. It holds the broadest authority to direct and oversee the company’s activities, while respecting the matters reserved to the general assembly. 

Its responsibilities include approving the company’s vision, mission, strategic objectives, financial plans, key business strategies, risk management framework, major transactions, capital structure, budgets, and organizational design, and ensuring that appropriate human, financial, and technological resources are allocated to execute the approved strategy effectively.  

The Board oversees the implementation of these plans, establishes key performance indicators, monitors overall performance, and ensures the effectiveness of internal controls, the integrity of financial reporting, and compliance with applicable laws, regulations and governance requirements. It also ensures the sound management of risks, conflicts of interest, and related-party transactions, and holds Executive Management accountable for delivering in line with the Board-approved strategy and policies.

The Board is also responsible for preparing and approving interim and annual financial statements, the Board’s report, and other required disclosures, ensuring transparency, accuracy, and timely communication to shareholders and stakeholders.

In addition, the Board establishes effective communication channels, forms specialized committees such as the Audit Committee and the Nomination & Remuneration Committee, approves remuneration policies, defines corporate values and ethical standards, and endorses social responsibility initiatives, while retaining ultimate responsibility and accountability, even where specific duties are delegated to committees, individuals members, or third parties.

Board Committees

Executive Committee

Composition:
The Executive Committee consists of three to five (3-5) members, as appointed by the Board of Directors.

Role and Responsibilities:
The Executive Committee reviews and approves operational strategies, annual budget estimates, local and international business activities, and social initiatives, within the authority delegated to it by the Board of Directors.

Committee Members

Board Executive Committee Charter

Investment Committee

Composition:
The Investment Committee consists of three to five (3-5) members, comprising members from the Board of Directors as well as members from outside the Board.

Role and Responsibilities:
The Investment Committee supports the Board of Directors in reviewing and approving investment strategies and related initiatives within the authorities delegated by the Board, in accordance with applicable laws and regulations as well as recognized best practices.

Committee Members

Board Investment Committee Charter

Nomination & Remuneration Committee

Composition:
The Nomination and Remuneration Committee consists of three to five (3-5) members, comprising members of the Board of Directors as well as independent members from outside the Board.

Role and Responsibilities:

The Nomination and Remuneration Committee supports the Board of Directors in discharging its responsibilities related to Board composition, performance evaluation, and remuneration governance. It oversees the nomination of Board and committee members, evaluates performance, and develops and monitors remuneration policies for Executive Management, ensuring fairness, transparency, competitiveness, and alignment with the company’s strategy and recognized corporate governance standards.

Committee Members

Board Nomination and Remuneration Committee Charter

Risk Committee

Composition:
 The Risk Committee consists of three to five (3-5) members, comprising members of the Board of Directors and independent members from outside the Board.

Role and Responsibilities:
The Risk Committee supports the Board of Directors in fulfilling its oversight responsibilities with respect to the company’s risk management framework. It ensures the effective identification, assessment, mitigation, and monitoring of key risks, in alignment with the company’s approved strategy and in compliance with applicable laws and regulations.

Committee Members

Board Risk Committee

Audit Committee

Composition:
The Audit Committee consists of three to five (3-5) members, comprising members of the Board of Directors as well as independent members from outside the Board.


Role and Responsibilities:
The Audit Committee supports the Board of Directors in discharging its oversight responsibilities with respect to the integrity of financial reporting, the effectiveness of internal control systems, the performance of internal and external audit functions, and compliance with applicable laws and regulations, in accordance with the Corporate Governance Regulations issued by the Capital Markets Authority and recognized best practices.

Committee Members

Board Audit Committee Charter

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