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corporate governance
governance
The governance framework at Al Rajhi Bank comprises the General Assembly, the Board of Directors, the Shariah Board, as well as five Board committees and a group of executive management committees of the first and second levels. This governance structure relies on a set of key pillars that ensure clarity and sound governance. These pillars are the Bank’s values, design of the organisational structure, policies and procedures, the delegation of authority matrix, and effective communication between various internal and external stakeholders.
Policies related to the Corporate Governance Manual
The Bank applies the Key Principles of Governance in Financial Institutions under the Control and Supervision of the Saudi Central Bank (SAMA) as well as the Corporate Governance Regulations issued by the Capital Market Authority (CMA). The Bank has developed its Corporate Manual and the charters governing the Board Committees and management committees. These documents are subject to periodic review by the Board and its committees.
The Bank adopts a comprehensive set of policies and procedures that strengthen the Bank’s governance framework in line with the Board of Directors approved Delegation of Authorities (DoA) matrix to adequately reflect internal practices. At the forefront of these policies is the Related Party Transactions and Conflict of Interest Policy to better achieve transparency and integrity, while remaining compliant with the regulatory requirements under the Companies Law, its Implementing Regulations, the CMA’s Corporate Governance Regulations, the Key Principles of Governance in Financial Institutions under the Control and Supervision of the Saudi Central Bank (SAMA) and any relevant principles and guidelines.
The Bank also relies on written disclosure policies and regulations that enable shareholders and stakeholders to have access to all material information and developments without discrimination and in a timely manner. This includes information required to be disclosed according to the instructions of Saudi Central Bank and the regulations of the CMA.
The Bank pays adequate attention to the training and qualification of members of the Board of Directors and the executive management. The Bank has prepared an induction guide to assist the new Board members and provide them with necessary information on the Bank’s strategy, financial and operational aspects, and their obligations and duties.
The Bank also applies procedures for settling customers and shareholders complaints. These procedures are monitored by SAMA and the CMA. The Bank has also implemented a Social Responsibility Policy aiming at enhancing the Bank’s social role.
CMA’s Corporate Governance Regulations
The Bank has given due cognisance to the Corporate Governance Regulations currently in effect, as issued by the CMA in the Kingdom of Saudi Arabia. The following is a report on the Bank’s corporate governance practices and the extent of its compliance with CMA’s regulations.
Implemented and non-implemented provisions of the Corporate Governance Regulations and justifications for non-implementation
The Bank applies all the provisions of the Corporate Governance Regulations issued by the CMA on
13 February 2017 and amended on 18 January 2023, except for the following articles:
Article/Clause No. | Article/Clause | Justifications for non-implementation |
Article (39) Clause “E” |
The Board shall carry out the necessary arrangements to obtain an assessment of its performance from a competent third party every three years. (Guiding paragraph) | The evaluation is done internally on an annual basis. |
Article (84) | The Ordinary General Assembly, based on the Board recommendation, shall establish a policy that guarantees a balance between its objectives and those of the society for purposes of developing the social and economic conditions of the society. (Guiding article) | ARB has a Social Responsibility Policy approved by the Board of Directors. |
Board structure
The Bank is managed by a Board of Directors consisting of eleven members, elected by the ordinary general assembly every three years. Board Members whose term has expired may be re-elected each time according to the Bank’s policies.
Member name | Names of companies where the Board Member is a member of the current Boards or one of their managers | Inside/outside the Kingdom |
Legal entity |
Names of companies where the Board Member is a member of the previous Boards or one of their managers | Inside/outside the Kingdom |
Legal entity |
Abdullah bin Sulaiman bin Abdulaziz Al Rajhi ![]() |
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Inside the Kingdom |
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Inside the Kingdom |
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Ibrahim bin Mohammed Alromaih ![]() |
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Inside the Kingdom |
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Inside the Kingdom |
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Abdulaziz bin Khalid Alghufaily ![]() |
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Inside the Kingdom |
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Inside the Kingdom |
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Badr bin Mohammed Al Rajhi ![]() |
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Inside the Kingdom |
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Inside the Kingdom |
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Khalid bin Abdulrahman Al Gwaiz ![]() |
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Inside the Kingdom |
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Inside the Kingdom |
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Mansour bin Abdulaziz Albosaily ![]() |
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Inside the Kingdom |
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Inside the Kingdom |
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Motassim bin Abdulaziz Almaashouq ![]() |
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Inside the Kingdom |
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Inside the Kingdom |
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Hamza bin Othman Khushaim ![]() |
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Inside the Kingdom |
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Inside the Kingdom |
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Raeed bin Abdullah bin Saleh Al Tamimi ![]() |
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Inside the Kingdom |
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Inside the Kingdom |
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Abdulatif bin Ali Alseif ![]() |
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Inside the Kingdom |
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Inside the Kingdom |
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Waleed bin Abdullah Al Mogbel ![]() |
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Inside the Kingdom |
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Composition of the Board and classification of its members, as: executive members, non-executive members, or independent members
Member name | Membership classification (executive/non-executive/independent) |
Abdullah bin Sulaiman Al Rajhi | Non-executive |
Ibrahim bin Mohammed Alromaih | Independent |
Abdulaziz bin Khalid Alghufaily | Non-executive |
Badr bin Mohammad Al Rajhi | Non-executive |
Khalid bin Abdulrahman Al Gwaiz | Non-executive |
Mansour bin Abdulaziz Albosaily | Non-executive |
Motassim bin Abdulaziz Almaashouq | Independent |
Hamza bin Othman Khushaim | Independent |
Raeed bin Abdullah Al Tamimi | Independent |
Abdulatif bin Ali Alseif | Independent |
Waleed bin Abdullah Al Mogbel | Executive |
Committees of the Board of Directors
The functions and responsibilities of the Committees are identified based on internal policies and regulatory requirements. The membership term is set at three years, ending with the expiration of the term of the Board. The Board of Directors may appoint, reappoint, or terminate the membership of any member of the Committees. The Committees submit their recommendations and minutes of their meetings to the Board of Directors.
The following is a brief description of the Bank’s Committees and their activities.
A
– Executive Committee:The main purpose of the Executive Committee (ExCom) is to assume responsibility for the business operations of Al-Rajhi Bank and to make quick decisions regarding urgent issues and matters related to the Bank’s business. The Executive Committee is responsible for reviewing, following up, and approving the basic financial, non-financial, commercial, investment, and operational decisions related to the Bank within the limits of the powers determined by the Bank’s Board of Directors.
The Committee held eight meetings during the year 2023 as follows:
Member name | ||||||
Meeting No. | Date | Abdullah bin Sulaiman bin Abdulaziz Al Rajhi | Ibrahim bin Mohammed Abdulaziz Alromaih | Abdulaziz bin Khalid bin Ali Alghufaily | Hamza bin Othman bin Hamza Khushaim | Abdulatif bin Ali bin Abdullatif Alseif |
Chairman | Member | Member | Member | Member | ||
1 | 08 February 2023 | |||||
2. | 21 March 2023 | |||||
3. | 16 May 2023 | |||||
4. | 15 June 2023 | |||||
5. | 14 September 2023 | |||||
6. | 26 October 2023 | |||||
7. | 07 December 2023 | |||||
8. | 12 December 2023 |
B
– Nomination and Remuneration CommitteeThe main purpose of the Nomination and Remuneration Committee is to submit recommendations on the nomination of Board Members, committee members, senior executives, and candidates for positions, subject to non-objection of the Saudi Central Bank, to the Board of Directors. The Committee prepares a description of the capabilities and qualifications required for Board of Director’s membership, evaluates the effectiveness and efficiency of the Board and senior management performance, and ensures that the Bank remains compliant with the internal incentive policies, the rules of incentive practices issued by the Saudi Central Bank, and the principles and criteria for compensation, in a manner that best achieves the interests of depositors, shareholders and the Bank’s strategic objectives.
The Committee held four meetings during the year 2023 are as follows:
Member name | ||||||
Meeting No. | Date | Ibrahim bin Mohammed Alromaih | Abdulaziz bin Khalid bin Ali Alghufaily | Raeed bin Abdullah bin Saleh Al Tamimi | Khalid bin Abdulrahman bin Abdullah Al Gwaiz | Mansour bin Abdulaziz bin Rashid Albosaily |
Chairman | Member | Member | Member | Member | ||
1 | 15 January 2023 | Membership commenced on the 12th board cycle on 14 November 2023 |
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2. | 14 May 2023 | |||||
3. | 11 September 2023 | |||||
4. | 13 September 2023 | |||||
Membership ended at the end of the 11th Board cycle on 13 November 2023 |
C
– Governance Committee:The main purpose of the Governance Committee is to support and maintain the highest standards in corporate governance, on behalf of the Board of Directors, by ensuring that sound governance practices are followed in all activities carried out by the Bank through conducting an annual review of the general governance framework and related mechanisms. In addition, the Committee monitors cases of conflict of interest, ensures the continuous updating of the register of Related Parties, reviews requests for exemption from the governance requirements applicable at the Bank, and coordinates with the Bank’s subsidiaries to support good and consistent corporate governance standards for all activities of the Al Rajhi Bank Group. The Committee also focuses on increasing awareness of the importance of governance and its activities within the Bank among all employees, shareholders, and external stakeholders, and conducts an annual evaluation of the performance of the Board of Directors, members of the Board, all Board Committees and Management Committees. It is also responsible for reviewing and updating the policies related to the Board of Directors and its members, the Bank’s governance, and the conflict of interests, in addition to following up on the implementation of the Governance Manual, its annexes, and the Bank’s delegation of authority matrix.
The Committee held four meetings during the year 2023 as follows:
Member name | ||||||
Meeting No. | Date | Ibrahim bin Mohammed Alromaih | Ibrahim bin Fahd Al-Ghufaili |
Raeed bin Abdullah Al Tamimi |
Mansour bin Abdulaziz bin Rashid Albosaily |
Badr bin Mohammed Al Rajhi |
Chairman | Member | Member | Chairman | Member | ||
1 | 05 February 2023 | Membership commenced on the 12th Board cycle on 14 November 2023 |
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2. | 14 May 2023 | |||||
3. | 15 June 2023 | |||||
4. | 26 October 2023 | |||||
Membership ended at the end of the 11th Board cycle on 13 November 2023 |
D
– Audit and Compliance Committee:The main purpose of the Audit and Compliance Committee is to supervise the financial reporting process, oversee the internal and external auditors, and submit recommendations to the Board of Directors and shareholders to approve, appoint, and determine the fees and dismissal of the external auditors. The Committee also reviews and approves the scope of the audit operations and their implementation, receives key audit reports, evaluates and monitors the Bank’s policy for combating financial fraud, and reviews the objectives and observations of the Shariah audit. Moreover, the Committee ensures that the senior management takes all necessary corrective measures in a timely manner to address any weaknesses in controls or non-compliance with policies, laws, and regulations, or any other issues identified by the External auditors.
The Audit and Compliance Committee held six meetings during the year 2023 are as follows:
Member name | |||||||||
Meeting No. | Date | Abdullatif bin Ali Al Seif |
Raeed bin Abdullah Al-Tamimi |
Abdullah bin Ali Al Muneef |
Farraj bin Mansour Abuthnain | Walid bin Abdullah Tamairik | Khalid bin Saleh Alsubail |
Yousef bin Mohammad Alsohibani | Osamah bin Saleh Alhedathi |
Chairman | Member | Member | Member | Member | Member | Member | Member | ||
1 | 29 January 2023 | Membership commenced on the 12th Board cycle on 14 November 2023 |
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2. | 26 April 2023 | ||||||||
3. | 25 May 2023 | ||||||||
4. | 23 July 2023 | ||||||||
5. | 22 October 2023 | ||||||||
6. | 24 December 2023 | Membership ended at the end of the 11th Board cycle on 13 November 2023 |
Audit and Compliance Committee members (Non-Board members)
Name | Committee memberships | Current positions | Previous positions | Qualifications | Experience |
Osamah bin Saleh Alhedathi | Audit and Compliance Committee |
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Held many leadership and advisory positions in the financial, administrative, and economic fields. Over 30 years of experience in the field of internal auditing. |
Khalid bin Saleh Alsubail | Audit and Compliance Committee |
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Held many leadership and advisory positions in the financial, administrative, and economic fields. He has more than 30 years of experience in the field of internal auditing |
Yousef bin Mohammad Alsohibani | Audit and Compliance Committee |
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Held many leadership and advisory positions in the financial, administrative and economic fields with over 13 years of experience in the field of internal and external auditing. |
E
- Risk Management CommitteeThe primary purpose of the Risk Management Committee is to advise the Board of Directors regarding risk tolerance and risk strategy and to oversee the management’s implementation of this strategy. This includes the management of capital and liquidity strategies, credit and market risk management, operational risk, compliance risk, reputational risk, and any other potential risks that the Bank may face.
The Committee held five meetings during the year 2023 as follows:
Member name | |||||
Meeting No. | Date | Alaa bin Shakib Al-Jabri |
Khalid bin Abdulrahman Al Gwaiz |
Hamza bin Othman Khushaim |
Motassim bin Abdulaziz Almaashouq |
Chairman | Member Chairman |
Member | Member | ||
1 | 15 February 2023 | Membership commenced on the 12th Board cycle on 14 November 2023 |
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2. | 23 May 2023 | ||||
3. | 22 August 2023 | ||||
4. | 25 October 2023 | ||||
5. | 05 December 2023 | Membership ended at the end of the 11th Board cycle on 13 November 2023 |
Procedures of the Board of Directors to inform its members of shareholders’ suggestions and comments on the Bank and its performance
The Bank documents shareholders’ suggestions provided through the General Assembly and notifies the Chairman of the Board of any other suggestions related to the Bank to be presented at the next Board meeting. There is also an e-mail address dedicated to the comments and suggestions of the shareholders, which is published on the official website of the Bank and on Tadawul’s website so that the Board can review the suggestions and comments of the shareholders.
Methods adopted by the Board of Directors in evaluating its performance and that of its committees and members
The Bank’s Governance Committee evaluates the performance of the Board, its committees, and members through specific surveys at three levels: Board evaluation based on the Board of Directors terms of reference specified in the Bank’s Governance Manual, evaluation of Board’s Committees and the Audit and Compliance Committee based on their approved work regulations, and the self-evaluation of the Board and Committees member. The Governance Committee then prepares the annual evaluation report and submits it to the Nomination and Remuneration Committee.
Remuneration of Board members, Board Committee members, and Executive Management
A
- Summary of the most important provisions of the remuneration policy for members of the Board, its Committees and the Executive Management:1
- Board of Directors remuneration and compensations:The members of the Bank’s Board of Directors receive a fixed annual remuneration amounting to (SAR 400,000) on an annual basis for their membership on the Bank’s Board of Directors and their participation in its works.
Each member of the Board of Directors receives an amount of (SAR 5,000) for attending each of the Board’s sessions, whether the attendance is physical or through any remote means of communication.
The Bank pays all actual expenses incurred by members of the Board for attending the Board meetings, including travel and accommodation expenses.
2
– Remuneration and compensations of Board members for their membership in Boardsub-committees:
The Bank’s Board members do not receive additional remuneration for their participation in the Board sub-committees as the annual remuneration includes additional remuneration if the member participates in any Board sub-committees.
Each member of the Board of Director receives an amount of (SAR 5,000) for attending each Committee meeting, whether the attendance is physical or through any remote means of communication.
The Bank pays all actual expenses incurred by members of the Board for attending the Committee meetings, including travel and accommodation expenses.
3
– Remuneration and compensations for Audit and Compliance Committee members:Each member of the Audit and Compliance Committee, whether from within or outside the Board, receives a fixed annual remuneration for his or her participation in the Committee’s work, estimated at (SAR 150,000) annually. Annual remuneration and compensations for non-Board Audit and Compliance Committee members are not calculated as part of the annual remuneration and compensations granted to the Board member.
Each member of the Audit and Compliance Committee receives an amount of (SAR 5,000) for attending each Committee meeting, whether the attendance is physical or through any remote means of communication.
The Bank pays all actual expenses incurred by members of the Committee for attending the Committee meetings, including travel and accommodation expenses.
4
– Granting shares:The Bank does not grant shares as remuneration to any Board member, Board Committee member, or Audit and Compliance Committee member.
5
– Allocation and payment mechanisms for remuneration and compensations:Compensations and remuneration due to Board members and non-Board members are calculated on an annual basis, based on the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors. Amounts are then presented to the General Assembly for approval at its next meeting.
Remuneration can vary to reflect the member’s experience, competencies, tasks, independence, and the number of attended meetings among other considerations.
Attendance remuneration are paid annually to beneficiaries based on their attendance records for Board, sub-committees, and Audit and Compliance Committee meetings.
Payments are made through Bank transfers, cheques, or any other methods approved by the Bank, and members are informed of details through the relevant department at the Bank.
Remuneration and compensations paid to Board members may not exceed (SAR 500,000) annually. Any additional due amounts will not be disbursed, except for the members of the Audit and Compliance Committee from within the Board. Total amounts paid to Board members should not exceed 5% of total net profits.
6
– Remuneration and compensations of Senior Executives:The role of the Board of Directors includes, but is not limited to the following:
- The Board of Directors is responsible for approving the overall structure of the remuneration and oversight of all aspects of the remuneration system and may not delegate this responsibility to the executive management.
- Although there is a Board Nomination and Remuneration Committee, the Board of Directors has ultimate responsibility for promoting effective governance and sound remuneration practices.
- The Board of Directors reviews and approves the Remuneration Policy and any of its subsequent updates, based on the recommendation of the Nomination and Remuneration Committee, taking into account, inter-alia, the Banks’ Remuneration Rules and any future updates or revisions issued by the Saudi Central Bank.
The Board of Directors reviews and approves the recommendations of the Nomination and Remuneration Committee regarding the remuneration of senior executives. For this purpose, senior executives include senior managers and all those executives whose appointments are subject to non-objection by the Saudi Central Bank or other regulators.
The Board of Directors ensures that the management has put in place detailed systems and procedures and an effective oversight mechanism to ensure compliance with the Saudi Central Bank’s Banks Remuneration Rules and the Financial Stability Board Principles and Standards.
7
– Structure of remuneration and compensations of Senior Executives:Remuneration structures are designed for the various levels of employees in a manner that enhances the effectiveness of risk management and achieves remuneration and compensations objectives in accordance with the highest standards of remuneration practices.
Forms of remuneration vary according to the position and role of the employee and may include cash payments, shares, and other forms of rewards and compensations.
The proportion of fixed and variable remuneration components for different business sectors is determined based on the nature and level of the employee’s responsibilities, the field of business, and the general philosophy of the Remuneration Policy of the Bank. The Bank ensures that the total variable remuneration does not limit its ability to strengthen the capital base.
The remuneration structure for employees working in control functions such as Risk and Compliance, Internal Audit, etc., is designed with the aim of ensuring the objectivity and independence of these functions. In this regard, performance management and the determination of remuneration and compensations for these employees are not assigned to any person who works or has any relationship with the business sector that these employees monitor or supervise.
When determining remuneration allocations, the overall performance of the Bank is taken into consideration, while their distribution to employees is based on the performance of the employees in addition to the performance of the business unit or department in which they operate. However, there is no guaranteed minimum remuneration or similar payment, other than an employee’s salary that is not based on performance.
As part of the Remuneration Policy, the Bank may postpone a reasonable percentage of the performance bonus for a period of no less than three (3) years. The deferred bonus percentage and the maturity period are determined based on the nature of the business, its risks, and the activities carried out by the employee.
Where the Remuneration Policy provides for the payment of part of the remuneration and compensation in the form of shares, criteria must be set to determine the value of the share allocation. Moreover, the allocation of shares should be subject to an appropriate policy of shares retention.
Joining bonuses are not permitted unless clearly aligned with long-term value creation and prudent risk-taking. Payments should be related to the performance achieved over time and designed in a way that does not reward failure. Joining bonuses should be at least linked to successful completion of the probation period and where possible, they should be deferred according to terms similar to the those of deferred bonuses in the employee’s previous employer.
The Bank should demand from its employees that they commit themselves not to use personal hedging strategies or remuneration and liability-related insurance to undermine the risk alignment effects embedded in their remuneration and compensation arrangements.
The Bank confirms that there are no major deviations between granted remuneration and applicable Remuneration Policy.
B
– Remuneration and compensations paid to Board members, Board Committees, and Audit and Compliance Committee in 2023:No. | Name | Board of Directors meetings |
Audit and Compliance Committee meetings |
Executive Committee meetings |
Nomination and Remuneration Committee meetings |
Governance Committee meetings |
Risk Committee meetings |
Annual remuneration |
Total | Total paid to member according to policy |
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No. | SAR | No. | SAR | No. | SAR | No. | SAR | No. | SAR | No. | SAR | SAR | SAR | SAR | |||
1. | Abdullah bin Sulaiman Al Rajhi | 8 | 40,000 | – | – | 8 | 40,000 | – | – | – | – | – | – | 400,000 | 480,000 | 480,000 | |
2. | Ibrahim bin Mohammed Alromaih | 8 | 40,000 | – | – | 8 | 40,000 | 4 | 20,000 | 4 | 20,000 | – | – | 400,000 | 520,000 | 500,000 | |
3. | Abdulaziz bin Khalid Alghufaily | 8 | 40,000 | – | – | 8 | 40,000 | 4 | 20,000 | – | – | – | – | 400,000 | 500,000 | 500,000 | |
4. | Khalid bin Abdulrahman Al Gwaiz | 8 | 40,000 | – | – | – | – | 4 | 20,000 | – | – | 5 | 25,000 | 400,000 | 485,000 | 485,000 | |
5. | Badr bin Mohammed Al Rajhi | 8 | 40,000 | – | – | – | – | – | – | – | – | – | – | 400,000 | 440,000 | 440,000 | |
6. | Alaa bin Shakib Al Jabri ** | 3 | 15,000 | – | – | – | – | – | – | – | – | 4 | 20,000 | 347,397 | 382,397 | 382,397 | |
7. | Ibrahim bin Fahd Al-Ghufaili ** | 4 | 20,000 | – | – | – | – | – | – | 4 | 20,000 | – | – | 347,397 | 387,397 | 387,397 | |
8. | Raeed bin Abdullah Al Tamimi * | 8 | 40,000 | 6 | 30,000 | – | – | 4 | 20,000 | 4 | 20,000 | – | – | 550,000 | 660,000 | 660,000 | |
9. | Hamza bin Othman Khushaim | 8 | 40,000 | – | – | 8 | 40,000 | – | – | – | – | 5 | 25,000 | 400,000 | 505,000 | 500,000 | |
10. | Abdulatif bin Ali Alseif * | 8 | 40,000 | 6 | 30,000 | 8 | 40,000 | – | – | – | – | – | – | 550,000 | 660,000 | 660,000 | |
11. | Waleed bin Abdullah Al Mogbel | 8 | 40,000 | – | – | – | – | – | – | – | – | – | – | 400,000 | 440,000 | 440,000 | |
12. | Mansour bin Abdulaziz Albosaily *** | 4 | 20,000 | – | – | – | – | – | – | – | – | – | – | 52,603 | 72,603 | 72,603 | |
13. | Motassim bin Abdulaziz Almaashouq *** | 4 | 20,000 | – | – | – | – | – | – | – | – | 1 | 5,000 | 52,603 | 77,603 | 77,603 | |
14. | Abdullah bin Ali Al-Munif ** | – | – | 5 | 25,000 | – | – | – | – | – | – | – | – | 130,274 | 155,274 | 155,274 | |
15. | Walid bin Abdullah Tamerek ** | – | – | 5 | 25,000 | – | – | – | – | – | – | – | – | 130,274 | 155,274 | 155,274 | |
16. | Farraj bin Mansour Abu Ithain ** | – | – | 5 | 25,000 | – | – | – | – | – | – | – | – | 130,274 | 155,274 | 155,274 | |
17. | Khalid bin Saleh Alsubail *** | - | - | 1 | 5,000 | - | - | - | - | - | - | - | - | 19,726 | 24,726 | 24,726 | |
18. | Yousef bin Mohammad Alsohibani *** | – | – | 1 | 5,000 | – | – | – | – | – | – | – | – | 19,726 | 24,726 | 24,726 | |
19. | Osamah bin Saleh Alhedathi *** | – | – | 1 | 5,000 | – | – | – | – | – | – | – | – | 19,726 | 24,726 | 24,726 | |
Total | 87 | 435,000 | 30 | 150,000 | 40 | 200,000 | 16 | 80,000 | 12 | 60,000 | 15 | 75,000 | 5,150,000 | 6,150,000 | 6,125,000 |
* Annual remuneration includes: remuneration for Board membership and remuneration for membership in the Audit and Compliance Committee.
** Membership ended on 13 November 2023
*** Membership started on 14 November 2023
C
– Remuneration and compensations paid to five Senior Executives who received the highest remuneration from the Bank, including the CEO and CFO, in 2023Elements | 2023 full elements |
2022 full elements |
Salaries and compensations | 11,310,000 | 10,260,000 |
Allowances | 5,795,441 | 5,209,738 |
Periodic and annual rewards | 12,930,000 | 12,640,000 |
Incentive schemes | 22,019,667 | 21,140,000 |
Any other in-kind compensations | 1,223,086 | 916,403 |
Total | 53,278,194 | 50,166,141 |
Employee benefits and plans
The Bank offers its employees a number of benefits and bonuses during or at the end of the service period, according to the Saudi Labour Law and the Bank’s policies. The provision for employees’ end-of-service benefits is calculated using the entitlement assessment form in accordance with the Saudi Labour Law and local regulatory requirements. The provision for the end-of-service benefits amounted to SAR 3,367 Mn.
The Bank also grants deferred shares to its senior employees and to valuable human assets that the Bank needs to retain. This ensures strengthening the Bank’s long-term relationship with those employees. Granting of shares is subject to the approval of the Board of Directors upon the recommendation of the Nomination and Remuneration Committee.
Any penalty, sanction, precautionary measure, or precautionary restriction imposed on the Bank by the CMA or any supervisory, regulatory, or judicial authority
There are no fines imposed by the Capital Market Authority.
Penalties imposed by the Saudi Central Bank
Violation subject | Fiscal year 2023 | Fiscal year 2022 | ||
Number of penalty decisions |
Total amount of fines in SAR |
Number of penalty decisions |
Total amount of fines in SAR |
|
Violating the supervisory instructions of the Saudi Central Bank | 53 | 34,313,692 | 49 | 38,459,200 |
Violating the instructions of Saudi Central Bank related to customer protection | 8 | 1,960,760 | 4 | 1,062,400 |
Violating the instructions of Saudi Central Bank related to due diligence | 2 | 580,000 | – | – |
Violating the instructions of Saudi Central Bank related to the level of performance of ATMs and POS machines | – | – | – | – |
Violating the instructions of Saudi Central Bank related to due diligence in combating money laundering and terrorism financing | 5 | 565,000 | 3 | 150,000 |
Fines imposed by other legal entities
No. | Violation subject | Total amount of fines in SAR |
|
Fiscal year 2023 |
Fiscal year 2022 |
||
1. | Absence of requisite building permits with ATMs drive-thru, lack of setbacks, visible advertising posters on branches facades and ATMs, expiry of some locations’ licenses, and absence of round-the-clock security guards in one branch and some transfer centres. | 2,569,100 | 306,000 |
Outcomes of the annual review of internal control procedures at the Bank, in addition to the Audit and Compliance Committee opinion on the adequacy of the Bank’s internal control system
The Bank’s executive management is responsible for designing and maintaining an appropriate internal control system with the Board of Directors’ direct supervision. The system has been designed to properly mitigate risks that could impair the realisation of the Bank’s strategic and operational objectives. The Bank’s executive management has adopted a suitable integrated internal control system aligned with the regulatory requirements of the Saudi Central Bank. The following are some of the key components of the Bank’s internal control system:
The Bank has completed, approved, and continuously develops the overall governance framework through which appropriate control tools are prepared and updated at the Bank level and the roles and responsibilities of the Bank’s various levels are clarified, including the Board of Directors, the Board committees, and other management committees.
Monitoring the Bank’s activities in general and making important decisions through committees formed to ensure that the Bank’s activities are running properly in order to protect and ensure the quality of the Bank’s assets.
The Internal Audit Group monitors the adequacy of the Bank’s supervisory procedures and adheres to them, and prepares a presentation clarifying the focus and development aspects.
The Internal Control Committee (ICC) formed at the Bank continuously follows up on the observations and control operations in departments such as Internal Audit, Risks and Compliance, Account Differences, and other departments, and reviews the level of progress in addressing those observations and developing solutions to any obstacles that the Bank’s departments may face in this regard.
The Bank has a set of policies and procedures that govern its various activities. The Bank also reviews these policies and procedures periodically to verify their adequacy, efficiency, and suitability for the Bank’s activities.
Most of the operations of the Bank are executed through automated systems, which helps reduce manual errors and chances of fraud.
The Bank has specialised departments for evaluating and monitoring internal control systems, including Internal Audit, Compliance, Fraud Control, and various risk departments.
There is an effective Audit and Compliance Committee supervising internal and external auditors’ activities in order to promote their independence. This Committee receives regular and periodic reports on outcomes of audits carried out on different departments and their activities.
The comments and reports of the Shariah Group are conveyed to the Audit and Compliance Committee to enhance the independence of the Shariah Group.
Follow up on important transactions, fraud cases, legal cases, tax and Zakat cases, disclosures, and any matters requested by the Board of Directors from the Audit and Compliance Committee.
Regular reviews on the efficiency and adequacy of the internal control system are carried out by the Internal Audit Group based on an annual plan approved by the Audit and Compliance Committee, in addition to regular reviews of some aspects of internal control by the external auditors as well as the audit carried out by the Saudi Central Bank.
Annual review of internal control procedures
During 2023, Al Rajhi Bank made every effort to ensure the adequacy and effectiveness of the internal control system, in line with the requirements issued by the Saudi Central Bank. In addition, the activities implemented during the year 2023, which included a review of the efficiency of the internal control system through the works of Groups of Internal Audit,Risk and Compliance have contributed to providing reasonable assurances of the adequacy of the applied internal controls, in addition to confirming the existence of systems and procedures necessary to identify and evaluate the high risks that the Bank may face, the method of dealing with them, as well as the safety of their application. No fundamental weaknesses affecting the adequacy of the internal control system were detected. Accordingly, and based on the results of the internal control system evaluation, Al Rajhi Bank has an adequate internal control system that works appropriately and is monitored and strengthened on an ongoing basis, bearing in mind that any internal control system, regardless of the level of its design and effectiveness, cannot provide absolute assurances.
General Assembly
The Bank adheres to the regulatory requirements in all matters relating to Ordinary and Extraordinary General Assemblies. The Bank is also obliged to provide sufficient information to enable shareholders to make their decisions.
Historical information of General Assembly meetings during the fiscal year:
Attendance record | |||
No. | Name | Ordinary General Assembly 33rd Meeting |
Ordinary General Assembly 34th Meeting |
1. | Abdullah bin Sulaiman Al Rajhi | ||
2. | Ibrahim bin Mohammed Alromaih | ||
3. | Alaa bin Shakib Al Jabri | ||
4. | Khalid bin Abdulrahman Al Gwaiz | ||
5. | Waleed bin Abdullah Al Mogbel | ||
6. | Badr bin Mohammad Al Rajhi | ||
7. | Abdulatif bin Ali Alseif | ||
8. | Hamza bin Othman Khushaim | ||
9. | Abdulaziz bin Khalid Alghufaily | ||
10. | Raeed bin Abdullah Al Tamimi | ||
11. | Ibrahim bin Fahad Al Ghofaily |
Bank’s significant plans, decisions, and future expectations
Al Rajhi Bank continues to lead in the retail banking market, and intends to enhance its leadership in this sector by increasing the financing portfolio in general and real estate financing in particular. The Bank also intends to strengthen its position in the SMEs sector, while continuing to invest in the latest technologies to ensure the provision of the best banking services and products to customers, in addition to expanding the customer base.
Description of the Bank’s dividends policy
- The net annual profits of the Bank, which are determined after deducting all overheads and other costs and creating the necessary reserves to face doubtful debts, investment losses, and emergency obligations that the Board of Directors deems necessary in accordance with the provisions of the Banking Control Law and the directives of the Saudi Central Bank, are distributed as follows:
- The amounts required to pay the Zakat prescribed for the shareholders are calculated and the Bank pays these amounts to the competent authorities.
- At least 25% of the remainder of the net profits after deducting Zakat is carried over to the statutory reserve until the aforementioned reserve becomes at least equal to the paid-up capital.
- An amount not less than 5% of the paid-up capital, after deducting the statutory reserve and Zakat, is allocated from the remainder of the profits for distribution to the shareholders in accordance with the Board of Directors’ proposal and the General Assembly’s decision. If the remaining percentage of the profits owed to the shareholders is not sufficient to pay this percentage, then shareholders may not claim its payment in the following year or years, and the General Assembly may not decide to distribute a percentage of the profits exceeding what was proposed by the Board of Directors.
- The remaining amount is used after allocating the amounts mentioned in Paragraphs (1), (2), and (3), as proposed by the Board of Directors and decided by the General Assembly.
- Subject to the provisions of Paragraph (A) and the relevant regulations and after obtaining no objection from the Saudi Central Bank, the Bank may distribute interim dividends on a semi-annual or quarterly basis.
Description of any interest of the Bank’s board members, senior executives and their spouses and minor children in the Bank’s securities or any of its subsidiary companies.
A
- Members of the Board of Directors:No. | Holder of interest, contractual papers, or subscription rights |
Number of shares at the beginning of year 2023 |
Number of shares at the end of year 2023 |
Net change |
Percentage of change % |
1. | Abdullah bin Sulaiman Al Rajhi | 87,229,416 | 87,229,416 | – | 0.00 |
2. | Ibrahim bin Mohammed Alromaih | 27,342 | 28,342 | 1,000 | 3.66 |
3. | Abdulaziz bin Khalid Alghufaily | 51,691 | 51,691 | – | 0.00 |
4. | Badr bin Mohammad Al Rajhi | 3,647,973 | 101 | (3,647,872) | -100.00 |
5. | Khalid bin Abdulrahman Al Gwaiz | – | 1,000 | 1,000 | 0.00 |
6. | Alaa bin Shakib Al Jabri | – | Board representation concluded on 13 November 2023 | – | 0.00 |
7. | Ibrahim bin Fahad Al Ghofaily | 1,188,387 | Board representation concluded on 13 November 2023 | – | 0.00 |
8. | Raeed bin Abdullah Al Tamimi | – | 100 | 100 | 0.00 |
9. | Abdulatif bin Ali Alseif | 1,600 | 1,600 | – | 0.00 |
10. | Hamza bin Othman Khushaim | – | 50 | 50 | 0.00 |
11. | Waleed bin Abdullah Al Mogbel | – | 100 | 100 | 0.00 |
12. | Mansour bin Abdulaziz Albosaily | Board representation started on 14 November 2023 | 190,011 | – | 0.00 |
13. | Motassim bin Abdulaziz Almaashouq |
Board representation started on 14 November 2023 | – | – | 0.00 |
B
– Senior executives:No. | Holder of interest, contractual papers, or subscription rights | Number of shares at the beginning of 2023 |
Number of shares at the end of year 2023 |
Net change | Percentage of change % |
1. | Saleh bin Abdullah Al Lheidan | 94,432 | 112,311 | 17,879 | 18.93 |
2. | Waleed bin Abdullah Al Mogbel | – | 100 | 100 | 100.00 |
3. | Abdulrahman bin Abdullah Al Fadda | 79,505 | 79,505 | – | 0.00 |
4. | Ahmed bin Saleh Al Sudais | 32,000 | 75,000 | 43,000 | 134.38 |
5. | Abdulrahman bin Mohammed Al Ajjaji | – | 450 | 450 | 100.00 |
6. | Majed bin Saleh Al Rajhi | 145,019 | 146,261 | 1,242 | 0.86 |
7. | Hussam bin Issam Al Basrawi | 13,543 | 52,787 | 39,244 | 289.77 |
8. | Abdullah bin Saleh Al–Omari | 3,529 | – | (3,529) | -100.00 |
9. | Turki bin Mohammad Al–Dafyan | 8,867 | 21,529 | 12,662 | 142.80 |
10. | Thamer bin Abdullah Al Humud | – | 17,082 | 17,082 | 100.00 |
11. | Dhary bin Mohali Alshammry | – | 4,258 | 4,258 | 100 |
12. | Hamad bin Ibrahim Alwashmi | 1,600 | 10,848 | 9,248 | 578.00 |
13. | Faisal bin Ahmed Jawdat | 1,869 | 1,385 | (484) | -25.90 |
14. | Abdullah bin Saad Aljabr | 346 | 550 | 204 | 58.96 |
Board of Directors meetings
Number of meetings | |||||||||
No. | Member name | First Meeting 08 February 2023 |
Second Meeting 21 March 2023 |
Third Meeting 16 May 2023 |
Fourth Meeting 14 September 2023 |
Fifth Meeting 14 November 2023 |
Sixth Meeting 12 December 2023 |
Seventh Meeting 13 December 2023 |
Eighth Meeting 14 December 2023 |
1. | Abdullah bin Sulaiman Al Rajhi | ||||||||
2. | Ibrahim bin Mohammed Abdulaziz Alromaih | ||||||||
3. | Abdulatif bin Ali bin Abdullatif Alseif | ||||||||
4. | Abdulaziz bin Khalid bin Ali Alghufaily | ||||||||
5. | Badr bin Mohammed bin Abdulaziz Al Rajhi | ||||||||
6. | Khalid bin Abdulrahman bin Abdullah Al Gwaiz | ||||||||
7. | Hamza bin Othman bin Hamza Khushaim | ||||||||
8. | Raeed bin Abdullah bin Saleh Al Tamimi | ||||||||
9. | Waleed bin Abdullah bin Ali Al Mogbel | ||||||||
10. | Ibrahim bin Fahad Al Ghofaily |
Membership ended on 13 November 2023 |
|||||||
11. | Alaa bin Shakib Al Jabri |
Membership ended on 13 November 2023 |
|||||||
12. | Mansour bin Abdulaziz bin Rashid Albosaily | Membership has started on 14 November 2023 |
|||||||
13. | Motassim bin Abdulaziz bin Fahad Almaashouq | Membership has commended on 14 November 2023 |
Bank requests for shareholders register
No. | Request date | Request justifications |
1. | 27 December 2023 | Company actions |
2. | 12 March 2023 | Company actions |
3. | 29 October 2023 | Company actions |
4. | 10 January 2023 | Company actions |
5. | 20 August 2023 | Company actions |
6. | 8 January 2023 | Company actions |
7. | 7 February 2023 | Company actions |
8. | 31 May 2023 | Company actions |
9. | 5 February 2023 | Company actions |
10. | 4 November 2023 | Company actions |
11. | 21 March 2023 | Company actions |
12. | 19 March 2023 | Company actions |
13. | 3 February 2023 | Company actions |
14. | 31 January 2023 | Company actions |
Related party transactions
During its normal business cycle, the Bank makes transactions with related parties which are subject to the controls stipulated by the Kingdom’s legislative entities. The Bank has disclosed related party transactions in Note 34 of its final Financial Statements for the year 2023. The following is a summary of the nature and balances of those transactions for the year ended on 31 December 2023 (all amounts are in thousands of Saudi riyals):
Members of the Board of Directors
Financing | 953,572 |
Current accounts | 576,049 |
Companies and establishments guaranteed by members of the Board of Directors
Financing | 4,793,033 |
Contingent liabilities | 837,317 |
Associate
Contributions payable | 111,608 |
Receivable against claims | 522,390 |
Bank balances | 401,627 |
Net income from financing and other financial assets | 723,123 |
Mudaraba Fees | 135,395 |
Employees’ salaries and benefits (air tickets) | 2,683 |
Rent and premises related expenses | 541 |
Contribution – policies written | 679,227 |
Claims incurred and notified during the year | 422,076 |
Claims paid | 250,747 |
Board of Directors’ remunerations | 6,125 |
Short-term benefits | 167,883 |
Provision for employees’ end of service benefits | 3,367 |
Following is information related to businesses and contracts in which the Bank was a party and in which there was an interest for a member of the Board of Directors, a senior executive, or any person related to their professions during the year 2023:
1
– Commercial contracts and service contracts (all figures are in Saudi Arabian Riyal)No. | Related party | Party associated with related party |
Position in ARB | Type of relation with related party |
Relation type |
Period | Conditions | Transactions amount for the year 2023 |
1. | Fursan Travel & Tourism Co. | Abdullah bin Sulaiman Al Rajhi |
Board Member | Owned by Board member | Travel & tourism services contract | Pricing contract for a period of one year automatically renewed for a similar period | Standard conditions without preferences | 2,143,378 |
2. | Berain Company | Badr bin Mohammed Al Rajhi
Waleed bin Abdullah Al Mogbel |
Board Member Managing Director and CEO | Board members of the Company | Mineral water supply services Indemnity Insurance | Pricing contract for a period of one year automatically renewed for a similar period | Standard conditions without preferences | 145,849 |
2
– Lease contracts (All figures are in Saudi Arabian Riyal)No. | Related party | Party associated with related party |
Position in ARB | Type of relation with related party |
Relation type |
Period | Conditions | Transactions amount for the year 2023 |
1. | Mohammed Abdul Aziz Al Rajhi and Sons Investment Company |
Badr bin Mohammad Al Rajhi | Board Member | The member holds a director position in the Company | Lease contract of the Southern Regional Management Building | Seven years, automatically renewed for a similar period | Lease Contract | 282,373 |
2. | Mohammed Abdul Aziz Al Rajhi and Sons Investment Company |
Badr bin Mohammad Al Rajhi | Board Member | The member holds a director position in the Company | Lease contract for Abha direct sales office | Seven years, automatically renewed for a similar period | Lease Contract | 46,000 |
3. | Mohammed Abdul Aziz Al Rajhi and Sons Investment Company |
Badr bin Mohammad Al Rajhi | Board Member | The member holds a director position in the Company | Lease contract for ATM site | Five years, automatically renewed for a similar period | Lease Contract | 40,250 |
3
– Insurance contractsNo. | Related party | Party associated with related party |
Position in ARB | Type of relation with related party |
Relation type |
Period | Conditions | Transactions amount for the year 2023 |
1. | Al-Rajhi Company for Cooperative Insurance | Abdullah bin Sulaiman Al Rajhi | Board Member | Board members in the Company | Micro and Small Business Motor Insurance | Annual contract | without preferred conditions or benefits | 104,884,653 |
Waleed bin Abdullah Al Mogbel | Managing Director and CEO | Managing Director and CEO is a Board member | ||||||
Saleh bin Abdullah Al Lheidan | Senior Executive | Senior Executive is a member of Shariah Board | ||||||
2. | Al-Rajhi Company for Cooperative Insurance | Abdullah bin Sulaiman Al Rajhi | Board Member | Board members in the Company | Banker’s Blanket Bond and Professional Indemnity Insurance | Annual contract | without preferred conditions or benefits | 2,388,533 |
Waleed bin Abdullah Al Mogbel | Managing Director and CEO | Managing Director and CEO is a Board member | ||||||
Saleh bin Abdullah Al Lheidan | Senior Executive | Senior Executive is a member of Shariah Board | ||||||
3. | Al-Rajhi Company for Cooperative Insurance | Abdullah bin Sulaiman Al Rajhi | Board Member | Board members in the Company | Directors and Officers Insurance | Annual contract | without preferred conditions or benefits | 3,040,061 |
Waleed bin Abdullah Al Mogbel | Managing Director and CEO | Managing Director and CEO is a Board member | ||||||
Saleh bin Abdullah Al Lheidan | Senior Executive | Senior Executive is a member of Shariah Board | ||||||
4. | Al-Rajhi Company for Cooperative Insurance | Abdullah bin Sulaiman Al Rajhi | Board Member | Board members in the Company | Properties All Risk Policy | Annual contract | without preferred conditions or benefits | 9,012,353 |
Waleed bin Abdullah Al Mogbel | Managing Director and CEO | Managing Director and CEO is a Board member | ||||||
Saleh bin Abdullah Al Lheidan | Senior Executive | Senior Executive is a member of Shariah Board | ||||||
5. | Al-Rajhi Company for Cooperative Insurance | Abdullah bin Sulaiman Al Rajhi | Board Member | Board members in the Company | Fire and Allied Perils – Mortgage Insurance Agreement | Annual contract | without preferred conditions or benefits | 1,380,740 |
Waleed bin Abdullah Al Mogbel | Managing Director and CEO | Managing Director and CEO is a Board member | ||||||
Saleh bin Abdullah Al Lheidan | Senior Executive | Senior Executive is a member of Shariah Board | ||||||
6. | Al-Rajhi Company for Cooperative Insurance | Abdullah bin Sulaiman Al Rajhi | Board Member | Board members in the Company | Bancassurance Agreement | Annual contract | without preferred conditions or benefits | 37,202,998 |
Waleed bin Abdullah Al Mogbel | Managing Director and CEO | Managing Director and CEO is a Board member | ||||||
Saleh bin Abdullah Al Lheidan | Senior Executive | Senior Executive is a member of Shariah Board | ||||||
7. | Al-Rajhi Company for Cooperative Insurance | Abdullah bin Sulaiman Al Rajhi | Board Member | Board members in the Company | Motor Insurance Agreement | Annual contract | without preferred conditions or benefits | 520,357,347 |
Waleed bin Abdullah Al Mogbel | Managing Director and CEO | Managing Director and CEO is a Board member | ||||||
Saleh bin Abdullah Al Lheidan | Senior Executive | Senior Executive is a member of Shariah Board | ||||||
Al-Rajhi Company for Cooperative Insurance | Abdullah bin Sulaiman Al Rajhi | Board Member | Board members in the Company | Marine Cargo Open Cover | Annual contract | without preferred conditions or benefits | 960,150 | |
Waleed bin Abdullah Al Mogbel | Managing Director and CEO | Managing Director and CEO is a Board member | ||||||
Saleh bin Abdullah Al Lheidan | Senior Executive | Senior Executive is a member of Shariah Board |
Legal payments
Legal payments due by the Bank during the year consist of Zakat owed by shareholders, taxes, amounts paid to the General Organisation for Social Insurance, and costs of issuing visas, passports, etc.
The following table shows details of the legal payments made during the year:
2023 | ||||
Description | Paid | Due for payment by end of fiscal period (unpaid) |
Brief description |
Reasons |
Zakat | 1,908,125,850 | – | Paid | – |
Taxes | 151,452,042 | – | Paid | – |
VAT | 134,594,192 | – | Paid | – |
General Organisation for Social Insurance | 264,878,420 | – | Paid | – |
Visa and passport costs | 266,673 | – | Paid | – |
Ministry of Labour fees | 1,697,975 | – | Paid | – |
Basis for preparing the Bank’s consolidated financial statements
The Bank prepares its consolidated financial statements in accordance with international accounting standards for financial institutions approved in the Kingdom of Saudi Arabia as well as other standards and publications issued by Saudi Organization for Chartered and Professional Accountants and the requirements of the Banking Control Law, the Companies Law applicable in the Kingdom of Saudi Arabia, and the Bank’s Articles of Association.
Basel 3
The Bank publishes its quantitative and qualitative disclosure data on an annual basis. These disclosures are available on the Bank’s website (www.alrajhibank.com.sa).
Auditors
During the Ordinary General Assembly of the shareholders, Messrs. Ernst & Young and KPMG Al Fozan & Partners were appointed as auditors for the Bank’s accounts for the fiscal year 2023. The next General Assembly will appoint external auditors for the fiscal year 2024 based on the recommendation of the Audit and Compliance Committee in this regard.
The Board did not recommend replacing the external auditors before the end of the contract period.
Board of Directors’ Acknowledgments:
According to the available information, the External Auditor’s report, and current market data, the Board of Directors acknowledges the following:
- Accounting records have been prepared properly
- The internal control system has been prepared based on proper fundamentals and is executed effectively
- There is no doubt about the Bank’s ability to continue its activity.
- The members of the Board of Directors did not engage in any business that competes with the Bank or any of its activity branches.
Conclusion
The Board of Directors expresses its pleasure and pride in the positive results achieved by the Bank during the year 2023. On this occasion, the Board would like to convey its appreciation to the Custodian of the Two Holy Mosques, HRH the Crown Prince, and our wise Government.
The Bank also extends its sincere thanks to the Ministry of Finance, the Ministry of Commerce, the Saudi Central Bank, and the Capital Market Authority for their consistent cooperation and continuous support in developing the financial sector, which had a great impact and role in supporting the growth of the national economy.
The Board also seizes this opportunity to express its thanks and appreciation to the shareholders, the Bank’s valued clients and its correspondents for their support, confidence and cooperation, which have had a positive impact on the Bank’s progress and prosperity. The Board also conveys its sincere thanks and appreciation to all employees of the Bank for their sincere efforts and dedication. In addition, the Bank extends its appreciation to Shariah Board members for their loyal efforts and effective contributions to the Bank’s business.