Board Committees

Overview of Committees

To enhance the efficiency and depth of its oversight, the Board has established specialised committees to support the discharge of its responsibilities in key governance areas. Each committee operates under an approved charter that defines its mandate, authority, and reporting obligations, in line with the Capital Market Authority’s Corporate Governance Regulations and the Company’s internal governance framework.

The committees report regularly to the Board on matters within their respective scopes, providing recommendations and oversight across financial reporting, risk management, nominations and remuneration, and executive matters.

Audit Committee	Nomination and Remuneration Committee	Executive Committee
Members:
Zaid Abdulrahman Abdullah Algwaiz	Rayan Mustafa Qutub	Mohammad Abdullah Abunayyan
Fahad Abdullah Hussain Moussa	Rasheed Abdulrahman Alrasheed	Rayan Mustafa Qutub
Rasheed Abdulrahman Nasser Alrasheed	Tariq Mohammed Alamoudi	Rasheed Abdulrahman Alrasheed
Olivier Philippe Auguste Bijaoui	Dr. Ibraheem Adel Sheerah	Fahad Abdullah Moussa
Role:
Monitors the effectiveness of the Company’s risk management, compliance, and internal control systems.	Reviews and recommends Board and Committee composition, while overseeing executive remuneration frameworks to ensure alignment with the Company’s strategic priorities.	Provides oversight of executive management and ensures the implementation of strategies in alignment with the Company’s overall objectives.
Key Activities in 2025
Reviewed financial statements, auditor communications and reporting processes, and assessed the outcomes of audit and compliance activities.	Led succession planning efforts and reviewed compensation policies to maintain competitiveness and alignment with market benchmarks.	Assessed risks arising from global supply chain disruptions, evaluated competitive positioning, and established risk tolerance benchmarks to guide strategic decision-making.

Audit Committee

The primary objective of the Audit Committee is to provide financial reporting oversight and monitor the adequacy and effectiveness of risk management, compliance, and internal controls system of the Company.

The Audit Committee assists the Board of Directors in fulfilling its oversight responsibilities with respect to:

• The Company’s financial statements and other financial information provided by the Company to its shareholders, and other relevant stakeholders
• The performance of the Company’s Internal Audit function.
• Recommending the appointment of External Auditors and oversight of all External Audit activities including the review of the management letter and all related notes.
• The Company’s Governance function, Compliance with legal and regulatory requirements and control activities of the Company.

The Audit Committee comprises four members - three Board members (including one independent member) and an independent Chairman, as follows:

(1) Zaid Abdulrahman AlGwaiz – Audit Committee Chairman – Independent

(2) Fahad Abdullah Moussa – Audit Committee Member and Board Member

(3) Rasheed Abdulrahman Alrasheed – Audit Committee Member and Board Member

(4) Olivier Bijaoui – Audit Committee Member and Board Member – Independent

Audit Committee Meetings 2025

During the year ended 31 December 2025, the Audit Committee held eight meetings to review the financial statements and auditor communications, and other matters falling within its mandate under the Audit Committee Charter.

The following table illustrates dates of Audit Committee meetings and attendees’ information during 2025:

Name	First Meeting 4 February 2025	Second Meeting 17 February 2025	Third Meeting 19 March 2025	Fourth Meeting 8 May 2025	Fifth Meeting 13 May 2025	Sixth Meeting 1 July 2025	Seventh Meeting 6 August 2025	Eighth Meeting 3 November 2025	Total
Zaid Abdulrahman Abdullah Algwaiz	✓	✓	✓	✓	✓	✓	✓	✓	8
Fahad Abdullah Hussain Moussa	✓	✓	✓	✓	✓	✗	✓	✓	7
Rasheed Abdulrahman Nasser Alrasheed	✓	✓	✓	✓	✓	✓	✓	✓	8
Olivier Philippe Auguste Bijaoui	✓	✓	✗	✓	✓	✗	✓	✓	6

Notes

• The first Audit Committee meeting held on 04 February 2025 was a special meeting convened to review the draft Delegation of Authority (DOA) Manual submitted by Management to the Audit Committee for endorsement prior to the Board of Directors’ approval.
• The third Audit Committee meeting held on 19 March 2025 was convened to recommend to the Board of Directors the appointment of Ernst & Young as the external auditors of SAL for a period of three years
• The sixth meeting on 01 July 2025 was convened as an introductory session between the Audit Committee and the newly appointed external auditors (Ernst & Young)

Summary of key activities and achievements

• Recommended to the Board of Directors the appointment of Ernst & Young as the external auditor of SAL, for a period of 3 years, ending Q1 2028.
• Reviewed the Annual and Quarterly Audited Financial Statements for 2025 and recommended their approval to the Board of Directors.
• Reviewed and monitored the execution of the 2025 Risk-Based Internal Audit Plan
• Reviewed and monitored the activities and performance of the Compliance function in accordance with the 2025 Compliance Plan
• Reviewed related party transactions, balances and confirmations
• Monitored management’s implementation of internal audit observations, achieving 100% closure rate for 2024 and 95% for 2025 as at year-end
• Approved the Risk Based Internal Audit Plan 2026.
• Approved the 2026 Annual Corporate Governance & Compliance Plan and the 2026 Industrial Compliance Plan
• Approved the Internal Audit department budget 2026.
• Approved the Internal Audit Strategy in alignment with 2024 Global Internal Audit Standards

The Chairman of the Audit Committee attended the Board of Directors Meeting on 21 July 2025 and provided an update on the Audit Committee’s activities to the Board.

Opinion of the Audit Committee

Based on our review of the periodic reports presented to the Audit Committee by the Internal Audit, Risk Management, Governance and Compliance departments and external auditors during the year ended 31 December 2025, as well as our discussions with these parties, the Audit Committee concludes that the results did not reveal any significant gaps in the control environment of the Company that may affect the soundness and effectiveness of governance, risk management, financial and operational control processes. The Audit Committee has not become aware of any situations that have affected or may affect, materially, the Company’s financial performance.
The Audit Committee has also noted no major failures on the part of Executive Management to address the audit findings and recommendations without adequate justification.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee (NRC) plays a critical role in supporting the Board of Directors in fostering sound governance practices and ensuring that SAL is led by highly qualified and capable individuals. The Committee’s mandate encompasses Board composition, succession planning, and the development of transparent and competitive remuneration frameworks that attract and retain high-calibre talent while aligning with SAL’s long-term strategic objectives.

The Committee operates under an approved charter that defines its responsibilities, authority, and reporting obligations in accordance with the Capital Market Authority’s Corporate Governance Regulations. The NRC reports directly to the Board and provides recommendations for approval on matters within its scope.

Composition

The Nomination and Remuneration Committee comprises the following members:

(1) Rayan Mustafa Abdulwahab Qutub – Chairman of the Committee

(2) Rasheed Abdulrahman Nasser Alrasheed – Committee Member

(3) Tariq Mohammed Abubakr Alamoudi – Committee Member

(4) Dr. Ibraheem Adel Ibraheem Sheerah – Committee Member

Primary Objectives and Responsibilities

The NRC assists the Board in fulfilling its responsibilities by:

• Identifying and nominating qualified individuals for membership on the Board of Directors and submitting recommendations to the General Assembly for approval.
• Recommending candidates for Board Committee membership, ensuring appropriate expertise, independence, and governance alignment.
• Reviewing the structure, size, and composition of the Board to ensure an appropriate balance of skills, knowledge, and experience.
• Evaluating the performance and remuneration of Executive Management to ensure effectiveness and alignment with approved strategic and financial objectives.
• Developing and periodically reviewing policies governing the remuneration of Directors and Senior Executives to ensure fairness, transparency, and market competitiveness.
• Reviewing and proposing succession plans for key executive roles to ensure leadership continuity and organizational resilience.

Key Activities and Achievements in 2025

In 2025, the Committee undertook a range of initiatives aimed at strengthening governance practices and talent management, including:

• Board Composition Review: Assessed the current Board structure, skills matrix, and future capability requirements, resulting in recommendations aligned with SAL’s evolving strategic priorities.
• Succession Planning: Reviewed and refined executive succession frameworks to ensure robust business continuity and leadership readiness.
• Compensation Alignment: Conducted benchmarking exercises to align executive remuneration with relevant industry practices and performance metrics, supporting the retention and motivation of senior leadership.
• Policy Enhancements: Updated key policies governing Board and Executive remuneration, introducing clearer performance-linked criteria to enhance transparency, accountability, and long-term value creation.

Through its activities during the year, the Nomination and Remuneration Committee reinforced SAL’s commitment to strong governance, leadership continuity, and merit-based reward structures, positioning the Company for sustainable growth.

Meetings

The Nomination and Remuneration Committee met (5) times during the financial year ended 31 December 2025. The table below presents the meeting dates and attendance of Committee members:

Name	Position	First Meeting 9/01/2025	Second Meeting 24/02/2025	Third Meeting 31/07/2025	Fourth Meeting 20/08/2025	Fifth Meeting 10/11/2025	Total Meetings
Rayan Mustafa Abdulwahab Qutub	Chairman	✓	✓	✓	✓	✓	5
Rasheed Abdulrahman Nasser Alrasheed	Member	✓	✓	✓	✓	✓	5
Tariq Mohammed Abubakr Alamoudi	Member	✓	✓	✓	✓	✓	5
Dr. Ibraheem Adel Ibraheem Sheerah	Member	✓	✓	✓	✓	✓	5

Executive Committee

The Executive Committee (ExCom) plays a pivotal role in supporting the Board of Directors by overseeing key strategic, operational, and financial matters that guide SAL’s ongoing performance and future direction. Acting as an extension of the Board within defined delegated authority, the Committee facilitates timely, informed decision-making across critical areas including investments, partnerships, structural expansion, and high-impact legal and regulatory matters.

The Committee operates under an approved charter and exercises authority delegated by the Board, while the Board retains ultimate responsibility for all strategic decisions and oversight functions.

Composition

The Executive Committee comprises the following members:

(1) Mohammad Abdullah Rashed Abunayyan – Chairman of the Committee

(2) Rasheed Abdulrahman Nasser Alrasheed – Committee Member

(3) Fahad Abdullah Hussain Moussa – Committee Member

(4) Rayan Mustafa Abdulwahab Qutub – Committee Member

Primary Objectives and Responsibilities

The Executive Committee is entrusted with responsibilities delegated by the Board to enhance governance effectiveness and operational responsiveness. Its primary responsibilities include:

• Assisting the Board and Executive Management in the formation, restructuring, or evaluation of joint ventures, strategic alliances, and partnerships, including review of associated financial commitments.
• Recommending the establishment of new branches, agencies, or subsidiaries in support of SAL’s growth strategy.
• Assessing the capability, financial standing, and suitability of business partners involved in major projects or investments.
• Reviewing investment strategies, asset allocations, and adherence to approved investment policies, including restrictions on prohibited investment classes.
• Evaluating new investment proposals to ensure compliance with internal governance guidelines and applicable zakat and tax requirements.
• Advising the Board on the appointment, evaluation, or termination of investment advisors.
• Conducting internal reviews or investigations and, where appropriate, recommending the engagement of external consultants to enhance operational performance or address specific matters.
• Recommending updates to the delegation of authority framework and amendments to the Company’s bylaws, where required.
• Providing guidance to the Board on significant legal proceedings, disputes, or potential settlements involving elevated risk exposure.

Key Activities and Achievements in 2025

In 2025, the Executive Committee provided substantive support to the Board across a broad range of strategic and operational priorities, including:

• Investment Oversight: Reviewed and assessed material investment proposals to ensure alignment with SAL’s approved strategy, risk appetite, and compliance with zakat and tax regulations.
• Strategic Expansion: Evaluated the commercial viability of new branches, agencies, and partnership opportunities to support the Company’s long-term expansion objectives.
• Governance Enhancements: Recommended refinements to internal bylaws, authority matrices, and delegation frameworks to improve governance clarity and operational efficiency.
• Advisory and Risk Review: Assessed the qualifications and financial strength of key business partners and provided guidance to the Board on high-risk legal matters and potential settlements.
• Advisor Performance Monitoring: Reviewed the performance of investment advisors and made recommendations regarding retention or termination to ensure optimal value delivery and accountability.

Through these actions, the Executive Committee strengthened SAL’s strategic execution capability, enhanced governance discipline, and supported the Board in maintaining alignment between operational decisions and long-term corporate objectives.

Meetings

The Executive Committee met (5) times during the financial year ended 31 December 2025. The table below presents the meeting dates and attendance of
Committee members.

Name	Position	First Meeting 6/02/2025	Second Meeting 20/04/2025	Third Meeting 19/05/2025	Fourth Meeting 5/07/2025	Fifth Meeting 21/11/2025	Total Meetings
Mohammad Abdullah Abunayyan	Chairman of the Committee	✓	✓	✓	✓	✗	4
Rasheed Abdulrahman Alrasheed	Committee Member	✓	✓	✓	✓	✓	5
Fahad Abdullah Hussain Moussa	Committee Member	✓	✓	✓	✓	✓	5
Rayan Mustafa Abdulwahab Qutub	Committee Member	✓	✓	✓	✓	✓	5