Annual Report 2011 En - page 38-39

32
33
Daily life is such a great source of inspiration for art; applying
directly to this work. This painting is a depiction of a very
common scene during the Arab spring, when people from all
groups and all sectors of society are standing hand in hand for
their rights. Colors, races, class and ideology differences never
shake their faith in their unity against all challenges of the future.
Ziyad Ben Salamah
Optimism
• Overseeing the development and implementation of a Board induction process for new Directors and a programme
of continuing Director development as needed;
• Developing a process for evaluating board effectiveness and co-ordinate the annual board effectiveness evaluation;
• Reviewing corporate governance policies and practices throughout the company and make relevant proposals to the
board to improve their effectiveness; and
• Monitoring trends and best practices in corporate governance and nomination practices in order to properly discharge
its duties.
In addition to the above responsibilities, the Committee will undertake such other duties as the Board delegates to it, and
will report periodically to the Board regarding the Committee's examinations and recommendations.
Prior to the group restructuring, the Nomination Committee met on 29 March 2011 at which it took the initiative of
establishing criteria for the evaluation of the Board member performance in 2011.
Compensation Committee
Some of the key responsibilities of the Compensation Committee include:
• Reviewing with Company management and approving the compensation policy for executive officers and directors of
the Company, and such other managers of the Company as directed by the Board;
• Reviewing with Company management and approving all forms of compensation to be provided to the Executive
Officers of the Company;
• Acting as administrator of the Company's compensation plans, including granting awards to Executive Officers and
Directors, reviewing aggregate awards for other eligible individuals and determining the terms and conditions of such
awards. The Committee shall also make recommendations to the Board of Directors with respect to amendments to
the plans and changes in the number of shares reserved for issuance under such plan;
• Evaluating the performance of the Chairman and the Chief Executive Officer (and such other Executive Officers as the
Committee deems appropriate) in light of the Company's current business environment and the Company's strategic
objectives;
• Reviewing with Company management and approving recommendations with regard to aggregate salary budget and
guidelines for all Company employees;
• Evaluating the need for, and provisions of, employment contracts or severance arrangements for the Executive Officers.
Prior to the group restructuring, the Compensation Committee met once during 2011. Some of the key items considered
at this meeting were:
- 2010 Bonus payout
- Review 2011 Corporate Scorecard
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