Article (11) Board of Directors Work and Meeting Protocol
1. The BOD shall hold (6) at least six meetings per year, and not less than one meeting every two months, at the invitation of the Chairman or deputy thereof in the absence of the Chairman.
2. The BOD Chairman may call for an extraordinary meeting at any time deemed appropriate thereby, or at the request of any BOD member as required by the public interest.
3. Annually, the Secretary, in collaboration with the BOD Chairman and members, shall formulate an annual plan outlining the schedule of BOD meetings for the subsequent year. This plan shall be subject to approval by the BOD. Collaboration with the entity official is permissible in this process.
4. The Secretary, upon the direction of the Chairman, shall invite the BOD members to a meeting at least ten (10) working days prior to the meeting date.
5. The Secretary shall be responsible for preparing the agenda for the BOD meetings and having it approved by the Chairman, according to Form No. (1) appended hereto. The agenda shall include all the topics scheduled to be discussed by the BOD.
6. The secretary shall be responsible for preparing the meeting file in paper or digital format including the necessary information, reports, and presentations, and sending the file to members at least (7) seven working days prior to the meeting date.
7. A BOD meeting is deemed legally convened and valid if attended by half or more of its members, with the presence of the Chairman or deputy thereof among them, unless otherwise specified by the entity establishing law, whether in person or through digital communication channels. Meetings of the BOD conducted via digital communication means, in compliance with the provisions delineated within this decision, shall be recognised as valid meetings.
8. A member of the BOD may not delegate another individual to represent them at BOD meetings or to vote on their behalf on decisions made by the BOD.
9. The Chairman shall be responsible for managing the BOD meetings in a way that ensures the participation of all the members, expressing opinions thereof on the topics raised, and submitting proposals and recommendations in this regard.
10. The BOD decisions shall be issued by a majority of the votes of the members present, and in the event of a tied vote, the side of the meeting Chairman shall have the casting vote unless the legislation establishing the entity stipulates otherwise.
11. The Secretary shall document all proceedings, discussions, recommendations, and decisions of BOD meetings within a maximum of five (5) working days following the meeting date, in accordance with the session minutes. Subsequently, the Secretary shall dispatch the minutes to BOD members for their signatures. BOD members are required to sign the minutes within three (3) working days from receipt from the Secretary. Upon completion of member signatures, the minutes shall be endorsed by the BOD Chairman and the BOD Secretary within an additional three (3) working days, following Form No. (2) attached hereto. A copy of the signed report shall be submitted to the Cabinet General Secretariat.
12. In the event that a BOD member fails to sign the meeting minutes within the specified period mentioned above, for any reason, decisions and recommendations made during the meeting may proceed with implementation upon approval by the BOD Chairman, provided that they are endorsed by the majority of members present at the meeting.
13. Modern technologies can facilitate remote attendance of board meetings and enable the approval of minutes for both board and subcommittee meetings.
14. In exceptional circumstances endorsed by the Chairman, the BOD may make decisions through written resolution, requiring a majority vote as specified herein. However, such decisions shall be subsequently ratified by the Board at its next meeting.
15. Decisions made by written resolution shall not be deemed a BOD meeting.
16. During each meeting, the BOD shall review the progress of implementing its previous decisions. If deemed necessary, the BOD may take measures to amend these decisions with the approval of its members, in accordance with the provisions outlined herein.
17. The BOD or its subcommittees shall have the authority to invite whomever they consider suitable, experienced, or specialised to attend meetings, either in full or in part, to aid in the execution of tasks assigned to the BOD or committee. However, such invited individuals shall not possess voting rights in decision-making or recommendation processes.
18. If a BOD member is absent from (2) two consecutive meetings, or (3) three separate ones throughout the year without an acceptable excuse acknowledged by the Chairman, the Chairman shall present an approval memorandum to the Cabinet. This memorandum will detail the member absenteeism, and if the Cabinet deems it appropriate, they may opt to terminate the membership of the individual or appoint a replacement.