1. The BOD shall establish subcommittees, either permanent or temporary, comprising members of the BOD (excluding the Chairman), or individuals external to the BOD or the federal entity, to aid in fulfilling the tasks and responsibilities entrusted thereto. These committees, at a minimum, shall include the following:

The membership of the Chairman or member of the Board of Directors or subcommittees shall terminate in any of the following cases:

1. The termination of the term of the BOD formation without renewal, or the conclusion of the subcommittee work.

2. Issuance of a resolution by the competent authority to dissolve the federal entity or the BOD thereof or to reconstitute it, in accordance with the legislation in force.

3. A decision is issued by the BOD to dissolve the subcommittee.

4. Failure to attend two (2) consecutive meetings, or (3) three separate meetings of the Board of Directors or the Subcommittee throughout the year without an excuse accepted by the respective Chairman, as the case may be.

5. Carry out an act or activity that causes harm, whether materially or morally, to the BOD or the entity, as determined by the prevailing legislation in the State.

6. Death or incapacitation due to legally stipulated eligibility criteria, or if a member becomes disabled, rendering them incapable of fulfilling their duties as a BOD or subcommittee member. This shall be substantiated by a medical report sanctioned by the competent authorities.

7. Termination of the service of a member appointed ex officio by the represented body on the BOD or the subcommittee, unless a decision to the contrary is issued by the competent authority.

8. The Board of Directors accepts the member's resignation from their membership in the BOD or the subcommittee, as applicable.

9. Conviction of any crime that violates honour or trust.

In all cases, termination of membership requires a decision to be issued by the competent authority to terminate the membership of a BOD member.

1. The impartiality of a BOD member is fundamental for their participation in discussions and voting on decisions issued by the Board. It is imperative that their decisions remain uninfluenced by personal interests or benefits. The member is obligated to promptly update their Impartiality Declaration and No Conflict of Interest Declaration in the event of any change in their personal circumstances as per Form No. (3) attached hereto this decision. Updating the member status shall not preclude their continued BOD membership, provided that the Board approves it. However, they shall commit to refraining from participating in discussions or voting on decisions pertaining to topics lacking impartiality.

2. If a BOD member loses impartiality thereof, and the BOD decides that the member will not continue, the matter shall require submitting an approval memorandum to the Cabinet or the competent authority to replace the member, after coordination with the relevant authorities.

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.

1. The BOD shall appoint a Secretary of the Board of Directors, preferably an employee of the Federal Entity, provided that they shall not be an official of the Federal Entity or an employee of the Executive Management. The following shall be taken into account when appointing the Secretary:

The BOD members shall jointly supervise the activities and outputs of the federal entity in order to achieve its strategy and objectives, and enable it to carry out the duties assigned thereto in accordance with the applicable legislation. The members shall exercise their duties and responsibilities in light of the provisions stipulated herein and in a manner that does not conflict with the legislation establishing the federal entity. The members shall assume the following tasks and responsibilities:

1. Exert the necessary effort to ensure familiarity with all the roles and competencies of the entity and the BOD, and the goals that shall be achieved, and attend all meetings and courses supporting this matter.

2. Regularly attend the BOD and sub-committees meetings, as applicable, and refrain from absence unless granted prior permission or presenting a satisfactory excuse, subject to approval by the BOD Chairman or the Subcommittee Chairman, as appropriate.

3. Work in an integrated manner with the Chairman and members to achieve the BOD and the entity objectives, which contributes to achieving the general objectives of the State and the federal government, and devote time and effort to supporting and enabling the entity to carry out the tasks and responsibilities assigned thereto in accordance with applicable legislation.

4. Active participation in the BOD and sub-committees meetings – as the case may be – and participation in making the right decisions by studying and reviewing agenda topics and relevant documents and papers; In addition to employing skills, experience, and professional knowledge thereof in expressing an opinion on the topics presented to the BOD in an objective manner, and ensuring participation in Voting and impartially making BOD decisions, with all credibility and integrity.

5. Participate in the annual evaluation of the federal entity official and the sub-committees, according to Forms No. (5) and No. (6) attached hereto.

6. Update the Disclosure of Impartiality Declaration and No Conflict of Interest Declaration on an annual basis or when any significant change occurs in accordance with Form No. (3) attached hereto, and avoid conflicts of interest and disclose them if they occur.

7. Adhere to the obligation of maintaining confidentiality by refraining from disclosing any confidential information, whether in written or verbal form, pertaining to the entity or the BOD. Additionally, refrain from misusing any information acquired during the BOD membership tenure, whether during the membership term or after its expiration.

8. Any other tasks stipulated in the legislation establishing the entity or regulating work thereof, or in the applicable legislation, or tasks assigned thereto by the BOD or the competent authority.

The Chairman is the legal representative of the federal entity and shall exercise powers and competencies thereof in light of the provisions stipulated herein and in a manner that does not conflict with the legislation establishing the federal entity, and the legislation in force in this regard. The Chairman shall assume the following tasks and responsibilities:

1. Lead and direct the federal entity through the BOD, ensuring the efficient and effective implementation of all powers and tasks assigned to the entity and the BOD.

2. Preside and manage meetings in a way that ensures the effective participation of members during the meetings, and ensures that BOD members perform their duties efficiently to achieve the objectives of the federal entity.

3. Ensure the BOD election of a Vice-Chairman, unless he is appointed by the competent authority in the BOD forming resolution.

4. Approve meeting agendas and dates for ordinary and extraordinary meetings, taking into account any topics proposed by members.

5. Ensure the provision of BOD members with all the necessary information and documents that enable them to contribute effectively and carry out roles, competencies, and responsibilities thereof, work to enable the federal entity to efficiently and effectively accomplish its tasks, and ensure that new BOD members receive an introductory programme about the entity and the BOD roles.

6. Clarify the BOD members obligations, duties, responsibilities, and rights, and the tasks of sub-committees.

7. Ensure that all the BOD members fill out the Impartiality Declaration and No Conflict of Interest Declaration, on an annual basis, in accordance with Form No. (3) attached hereto.

8. Participate in the annual evaluation of the federal entity official, and the evaluation of the sub-committees, according to Forms No. (5) and No. (6) attached hereto.

9. Annual evaluation of BOD members, according to Form No. (4) attached hereto.

10. Annual evaluation of BOD members, according to Form No. (7) attached hereto.

11. Settle any disagreement that may occur between members to pass compatible decisions and recommendations as much as possible.

12. Ensure the application of governance and ethical behaviour standards in the Board of Directors and the federal entity.

13. Ensure submissions of the periodic reports to the concerned authorities on the entity work and achievements in accordance with this resolution and the approved requirements in this regard, and ensure the accuracy and quality of the contents of such reports.

14. Any other tasks stipulated in the legislation establishing the entity, or in the applicable legislation, or tasks assigned thereto by the competent authority.

In all cases, in addition to his duties as a BOD member, the Vice Chairman shall exercise all the duties and responsibilities of the Chairman in the event of absence thereof or if his position becomes vacant for any reason.

The Board of Directors is the highest authority in the federal entity and has a supervisory role. It shall exercise the competencies and powers necessary to achieve the entity objectives in a manner that does not conflict with the legislation pertaining to the establishment of the federal entity. BOD shall be responsible before the Cabinet for performing the following:

1. Proposing policies, strategies, and draft laws related to the competencies assigned to the federal entity, submitting them to the Cabinet for approval, and supervising their implementation after their approval.

2. Approve the general policy of the Office, the strategic plan, programmes, and projects required in accordance with the procedures followed in this regard.

3. Approve the organisational structure of the federal entity and submit it to the Cabinet for approval.

4. Approve the draft annual budget and the draft final account of the federal entity, and submit them to the Ministry of Finance or the relevant authorities – as the case may be – to complete the legislative and financial procedures in force in this regard.

5. Review and approve the degrees and salaries schedule, and submit it to the Cabinet for approval, after coordination with the Ministry of Finance, the Federal Authority for Government Human Resources, and the relevant authorities – as the case may be – in accordance with the legislation in force in this regard.

6. Approve the laws, regulations and work plans necessary for the proper progress of work in the Entity.

7. Form permanent or temporary committees and work teams affiliated to the BOD to support it to carry out powers thereof, and to define the functions of such committees, work teams, and work system thereof.

8. Verify the efficiency of the internal systems and procedures necessary to achieve the entity objectives and the regularity of its work. This includes the regulations and procedures approved by the entity, internal control, and risk management systems, and ensuring compliance with the legislation and regulations in force in the State, to which the entity is subject.

9. Appoint one or more external auditors, if necessary, and determine fees thereof.

10. Suggest fees for the services provided by the federal entity and raise the same to the Minister of Finance for presentation to the Cabinet for approval.

11. Review the entity business reports, activities, and achievements, annual reports, performance reports, and financial reports, before submitting them to the concerned authorities.

12. Ensure the existence of an effective framework and channels of communication with the community and all concerned parties in a way that enhances the principles of responsibility and participation.

13. Propose to sign or join international agreements and treaties related to activities and competencies of the federal entity, in coordination with the Ministry of Foreign Affairs and other concerned authorities.

14. Accept donations, gifts, grants, and aid in accordance with the powers of the federal entity, and in accordance with the relevant legislation.

15. Submit the entity annual reports and performance evaluation reports for presentation to the Cabinet in accordance with the procedures followed in this regard.

16. Nominate an official for the federal entity and submit the nomination to the competent authority for appointment to issue the necessary legislation to appoint them, if they were not previously appointed by the competent authority.

17. Provide guidance and support to the Entity Official to achieve the entity strategic and operational objectives.

18. Evaluate the sub-committees and the federal entity official according to the evaluation criteria mentioned in Article No. (21) hereof, and based on the main performance indicators and the performance plan approved for it.

19. Any other tasks stipulated in the legislation establishing the entity or assigned thereto by the competent authority.

In all cases, the provisions of the legislation establishing the federal entity shall be taken into account, which may grant some powers to the competent authority or the Board to approve the policies, rules, and regulations of the federal entity.

1. The BOD Chairman and members shall be appointed by a resolution of the competent authority, whether in their personal capacity or by virtue of the position they hold.

2. If the appointment of the BOD Chairman or members is contingent upon their current positions, their membership in the Board shall cease upon the conclusion of their tenure in the specified position as delineated in the BOD forming decision. The commencement of membership for the newly appointed or assigned individual to that position shall coincide with their assumption of the said position. In the absence of an alternative directive issued by the competent authority, the termination of membership or the induction of a new member into the BOD shall occur automatically, obviating the necessity for further administrative actions.

3. If the BOD forming resolution stipulates the membership of a representative of a specific party, the BOD Chairman shall issue a decision to nominate this member after coordination with the concerned party.

4. Administrative procedures approved by the federal government shall be followed before issuing the resolution to appoint the BOD Chairman and members.

1. In the selection and appointment of BOD members, due consideration shall be given to their leadership acumen, as well as their breadth of experience and knowledge pertinent to accomplishing the entity objectives. Preferably, candidates shall possess qualifications and competencies aligned with the specialised domains and operational scope of the entity. Proficiency in formulating strategies, delineating goals, and performance metrics, proposing and scrutinising projects and initiatives, along with familiarity with governmental protocols, directives, and management frameworks, are essential attributes sought in Board members. Integrity, adeptness in fostering constructive dialogues, and the ability to articulate innovative ideas are imperative qualities expected of Board members. Moreover, adherence to the following controls is deemed necessary: