The Board of Directors act as the foremost governing body of SAL Saudi Logistics Services Company and is collectively responsible for the long-term success, strategic direction, and sustainable performance of the Company. In fulfilling its fiduciary duties, the Board acts in the best interests of shareholders while safeguarding the rights of stakeholders and ensuring full compliance with applicable laws and regulations.
The Board exercises its responsibilities in accordance with the Companies Law, the Capital Market Authority’s Corporate Governance Regulations, the Company’s Articles of Association, and its approved governance policies.
Strategic Oversight
The Board is responsible for setting and approving the Company’s strategic direction, including:
- Approving SAL’s long-term strategy, business plans, and annual budgets.
- Overseeing major investments, expansions, partnerships, and capital allocation decisions.
- Monitoring the implementation of strategic initiatives to ensure alignment with approved objectives.
- Reviewing and approving key performance indicators (KPIs) to measure financial and operational performance.
Leadership and Executive Oversight
The Board appoints the Chief Executive Officer and oversees Executive Management performance. Its responsibilities include:
- Approving executive appointments and succession plans.
- Evaluating the performance of the CEO and senior executives.
- Ensuring that a robust delegation of authority framework is in place.
- Overseeing leadership continuity and succession planning.
Risk Governance and Internal Control
The Board retains ultimate responsibility for oversight of the Company’s risk management and internal control systems. In this capacity, it:
- Approves the Company’s risk management framework and risk appetite.
- Monitors material risk exposures and mitigation strategies.
- Oversees the effectiveness of internal control systems.
- Reviews reports from the Audit Committee, Risk Management, Internal Audit, and External Auditors.
- Ensures that risks exceeding approved thresholds are escalated appropriately.
Financial Integrity and Reporting
The Board ensures the integrity, transparency, and accuracy of the Company’s financial reporting by:
- Approving interim and annual financial statements prior to disclosure.
- Overseeing the quality and integrity of financial and non-financial disclosures.
- Ensuring compliance with accounting standards and regulatory requirements.
- Recommending the appointment and remuneration of the External Auditor to the General Assembly.
Through the Audit Committee, the Board maintains independent oversight of financial reporting processes and auditor performance.
Governance and Compliance
The Board promotes high standards of corporate governance and ethical conduct across the Company. Its responsibilities include:
- Approving governance policies, charters, and codes of conduct.
- Monitoring compliance with applicable laws, regulations, and CMA requirements.
- Ensuring fair treatment of shareholders and protection of their rights.
- Overseeing related-party transactions to ensure transparency and arm’s-length principles.
- Reviewing conflicts of interest and ensuring appropriate disclosures.
ESG and Sustainability Oversight
While operational management of ESG initiatives rests with Executive Management, the Board maintains oversight of environmental, social, and governance considerations as part of its broader governance responsibilities. The Board ensures that sustainability principles are integrated into strategy, risk management, and long-term value creation.
Delegation to Board Committees
To enhance efficiency and depth of oversight, the Board has established specialised committees, including the Audit Committee, Nomination and Remuneration Committee, and Executive Committee. Each committee operates under an approved charter and reports regularly to the Board on matters within its mandate.
Notwithstanding such delegation, the Board retains ultimate responsibility for all decisions and oversight functions.
Collective Responsibility
All Directors share collective responsibility for Board decisions. Directors are expected to exercise independent judgment, act with due care and diligence, and dedicate sufficient time to fulfill their duties effectively. The Board conducts periodic performance evaluations to ensure continuous improvement and effectiveness.