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With reference to the subject of Hajj and Umrah medical insurance that was discussed during our last webcast for Q2 2019 results, Bupa Arabia would like to draw investors attention that the pricing for the aforementioned segments is still under review and has not been finalized nor made public. In this note, we officially withdraw statements made during the webcast re hajj and umrah insurance and seek investors’ understanding by not sharing our comments or interpret them in their analysis.
Bupa Arabia For Cooperative Insurance Company (the “Company”) is a Saudi Joint Stock Company incorporated in the Kingdom of Saudi Arabia as per the Ministry of Commerce and Industry’s Resolution number 138/K dated 24 Rabi Thani 1429H (corresponding to 1 May 2008). The Commercial Registration number of the Company is 4030178881 dated 5 JumadAwwal 1429H (corresponding to 11 May 2008).
The Company is licensed to conduct insurance business in the Kingdom of Saudi Arabia under cooperative principles in accordance with Royal Decree No. M/74 dated 29 Shabaan 1428 H (corresponding to 11 September 2007) pursuant to the Council of Ministers’ Resolution No 279 dated 28 Shabaan 1428 H (corresponding to 10 September 2007).
Bupa Arabia’s SAMA insurance activities license, number 20088/18/TMN, dated 09/08/1429H, corresponding 10/08/2008G, was renewed again, after the receipt, on Monday 5th Shaban 1438H, corresponding to 1st May 2017G, of the approval from the Saudi Arabian Monetary Authority (SAMA) of the renewal of its insurance activities license for the three (3) year period starting from 7/8/1438H, corresponding to 3/5/2017G and ending on 6/8/1441H, corresponding to 30/3/2020G.
Bupa Arabia listed on the Saudi Stock Exchange (Tadawul) on 12/05/1429H, corresponding to 17/05/2008G, and as a publicly listed Company is regulated by the Capital Market Authority (CMA). The CMA website related information, about Bupa Arabia, can be reached through the following link which will take you to the Bupa Arabia home page on Tadawul: Tadawul.com.sa
Bupa Arabia’s CCHI health insurance license, number 102, was renewed again following the receipt, on Thursday 29th Jumada Al-Awwal 1439H corresponding to 15th February 2018G, of the formal approval letter from the Secretary General of the Council of Cooperative Health Insurance (CCHI) reference number 3531/869 of its CCHI health insurance license requalification for 1 year. The CCHI requalification is effective from 29/05/1439H corresponding to 15/02/2018G.
As a company with foreign shareholders, Bupa Arabia is subject to the foreign investment laws of SAGIA. Bupa Arabia’s SAGIA license, number 11203103440, as originally issued on 26/01/1426H, corresponding 07/03/2005G, is currently valid until 16/02/1444H, corresponding to 13/09/2022G.
To see a copy of the Bupa Arabia Company bylaws, simply click on the link below. Please note that this is a large document and may take a while to open.
* Only Arabic version is available.
Chief Executive Officer (CEO)
Mr. Tal Hisham Nazer has been a Board Member and the Chief Executive Officer of Bupa Arabia since 2008. Leading this top and fast growing specialized health care company to higher standards, his relationship circle has widened and strengthened in the insurance market in Saudi Arabia with regulators, healthcare providers and the insured. Mr. Tal Nazer is a Board member on various companies and committees. He is the Vice Chairman of the Nazer Group and a Board member of Nawah Healthcare, and a member of the Saudi Arabia Monetary Agency (SAMA)’s Insurance General Committee and a member of SAMA’s Insurance Executive Committee. Mr. Nazer is also a member of the Young Presidents Organization (YPO) and a member of Young Global Leaders (YGL). He joined Choate’s Board in New York in 2014. Mr. Tal Nazer holds an MBA from The Wharton School, Pennsylvania, USA (in Finance and Buyouts, completed in 2001) and a BA in Economics from the University of California at Los Angeles (completed in 1996).
Chief Financial Officer (CFO)
Nader Ashoor joined Bupa Arabia in November 2016, as Chief Financial Officer, after spending over 14 years with Saudi Aramco, where he had taken on various professional, supervisory and leadership roles, including the role of Director, IPO Design, and then Director, Finance readiness-IPO. In addition to his regular duties, Nader also served as Investment Committee Member of the Saudi Aramco Entrepreneurship Ventures Company. During 2018 Nader was appointed as independent Board member, and member of the Audit Committee, and member of the Strategy Committee, of Saudi Steel Pipes (SSP), a Saudi publicly listed company and leading manufacturer of pipes in the MENA region, and was also appointed as Board member of Diaverum, Saudi Arabia, the largest private renal care service provider in the region. Nader holds an MBA degree with distinction in leadership from IMD International in Lausanne, Switzerland, as well as a Bachelor’s degree in Accounting (first class honors) from KFUPM. He also holds the CMA and CIA certifications and has successfully completed the rigorous CPA examination requirements. Nader has also received multiple coveted awards, including the Academic Excellence Award from the Governor of the Eastern Province, the IMA’s Distinguished Performance Award and the IIA’s William S. Smith Certificate of Honor Award.
Chief Business Development Officer, CET
Ali Mohammed Sheneamer has 20 years’ collective experience in marketing, sales and general management, of which 5 years were in health insurance, as he joined the business in 2012 as Chief Commercial Officer. Prior to that, Ali had served as Deputy Governor and Chief Operating Officer (COO) of SAGIA for 5 years, Group Marketing Head at the National Commercial Bank for 2 years, and has held various marketing posts at Procter & Gamble for 8 years. Moreover, Ali is currently a member of the SAMA health insurance sub-committee since 2013. Ali holds a Bachelor’s degree in Computer Engineering from King Abdulaziz University in Saudi Arabia (1997).
Chief Risk Officer (CRO)
Ali Hamdan joined Bupa Arabia in January 2016, as a Chief Risk Officer, bringing more than 15 years of risk advisory and management experience, which capitalises on multifaceted industry knowledge and significant exposure in leading multicultural teams. Prior to joining Bupa Arabia, Ali was the Middle East, North Africa and Turkey Chief Audit Executive for General Electric for almost four years. He also spent three years with Dubai Holding, as the Head of Risk Management and Internal Audit for its subsidiary Sama Dubai, based out of Dubai, UAE. Also, Ali worked for Deloitte and Andersen in the Enterprise Risk Services and Assurance & Business Advisory Services, respectively. He holds an Executive MBA degree (2015) from London Business School, a Bachelor’s degree in Business Administration (2001) from the American University of Beirut in Lebanon and has completed the CIA and CCSA certifications.
Chief Human Resources Officer (CHRO)
Prior to joining Bupa Arabia, Tariq handled a wide range of leading roles in the Human Resources Department on global and regional levels at Procter & Gamble. He led P&G in Saudi Arabia as the country’s HR leader and spearheaded an overseas assignment at the company’s headquarters in Switzerland. His major milestone entailed the establishment of four operational distribution companies across Europe, Africa and Asia. Tariq also led the cultural transformation agenda for the IMEA region under his wing as the IMEA Headquarters HR Leader. He was also responsible for overseeing a regional HR Capability Enhancement portfolio and the innovation in baby care manufacturing in his last assignment under a leading role at P&G.
Tariq is an expert practitioner in the marketing field as he successfully managed well-known brands like Wella and Tide Deepio. He previously held key roles at Tetra Pak in business development and was part of KPMG in People Consulting and AIESEC (Australia) in leadership development. Tariq established his own executive HR consultancy, providing executive leadership hiring and assessment services to major companies in Saudi.
Tariq holds an MBA degree in Strategy and HRM from Griffith Business School and a Bachelor’s degree in Marketing Management from Griffith University, Australia.
Chief of Sales
Atef began his career with Saudi British Bank (SABB) in 1995 and spent more than 12 years working in the banking industry. During his tenure, he held senior management roles in branch network, sales and customer services, which led him to assume Executive roles as the Deputy General Manager, Personal Financial Services overlooking all sales function (branch, direct sales, financial planning and Takaful sales) in KSA. He spent a couple of years as the Managing Director for Saudi Distribution Company (part of Saudi Research & Marketing Group) followed by two years as the Western Region General Manager for Bank Al Bilad. Prior to joining Bupa Arabia, Atef was the Chief Commercial Officer and a member of the Board of Directors of Panda Retail Co. for six years. In this important position, he overlooked all the commercial buying and supply chain of Panda business in KSA, UAE & Egypt.
Chief Operations Officer (COO)
Mr. Mohamed El Missaoui joined Bupa Arabia in 2011 as the Director – Total Quality Management and spearheaded the design and the implementation of the Bupa Arabia Service Excellence Framework, leading the implementation of a number of innovations in the Operations and Healthcare services areas. Since 2013, as Director of Operations, Mohamed was in charge of the service operations areas related to customer service, mega accounts, membership fulfilment and quality, and during 2018 was promoted to the role of Chief Operating Officer.
Prior to joining Bupa Arabia, Mohamed was with Unilever MENA and led a variety of different MENA assignments related to the Supply Chain, ranging from Distribution, Logistics, and Customer service, to industrial engineering and quality. Mohamed has a collective more than 18 years’ experience in the insurance, banking and FMCG sectors and prior to Unilever worked for two major North African banks.
Mohamed holds electro-mechanical engineering and MBA Finance degrees.
A summary of all of the Bupa Arabia General Assembly Meetings is reflected below together with a PDF of the minutes: * Only Arabic version is available.
2017 PDF Download
2016 PDF Download
2015 PDF Download
2014 PDF Download
2013 PDF Download
2012 PDF Download
2011 PDF Download
2010 PDF Download
2009 PDF Download
Chairman
Eng. Loay Hisham Nazer is the founder and Chairman of the Nazer Group of Companies. Mr. Nazer started and continues to operate several companies in a variety of businesses including, health insurance, hospital procurement solutions, Dialysis Clinics, public relations, and asset management. He is also the Chairman of Bupa Arabia, since its incorporation in 2008, a publicly listed company on the Saudi stock exchange that specializes in health insurance, and which is the leading Saudi insurance company.
Mr. Nazer has a B.S. in Mechanical Engineering from the University of California in Los Angeles (UCLA, 1987) and received his Master’s Degree in Business Administration (MBA) from the Anderson Graduate School of Management at UCLA (1989). In June 2005, Loay was awarded an Honorary Doctorate of Humane Letters from Goodwin College in Connecticut, USA.
In 2018 Eng. Loay was invited to join the Board of the Al-Ittihad Football Club and, during November 2018, was appointed as the Chairman of its Board.
Mr. Nazer is Chairman of the Makkah Cluster since 2016, which includes all the medical facilities in the city of Makkah that belong to the Ministry of Health, and is one of the five medical clusters in the Kingdom of Saudi Arabia.
He was also appointed by the Public Investment Fund as a Board Member at the National Unified Procurement Company for Medical Supplies "NUPCO" from 2016 until the end of 2018.
In 2013, Mr. Nazer was invited to join the Board of Visitors of the UCLA Anderson School of Management. Mr. Nazer was elected to serve as the Chairman of the International Board of Directors for the year 2006-2007 of the Young Presidents’ Organization, a global non-profit organization of over 16,000 Chairmen and CEOs under the age of 50. He has made lasting impressions on the international organization with such profound contributions as "YPO Making a Difference."
Mr. Nazer also previously served two terms as a Board member of the Council for Cooperative Health Insurance (CCHI), the official regulatory body for health insurance in Saudi Arabia, having been appointed by the Saudi Council of Ministers, representing the private sector, and he was the leading negotiator with the various governmental institutions for the development of the insurance industry in the country.
Mr. Nazer was also previously: Chairman of the Saudi Arabian Judo Federation, elected by the Saudi Olympic General Assembly as a Board Member, and thereafter was also Vice-Chairman of the Saudi Olympic Committee.
Mr. Nazer was nominated and selected by the World Economic Forum as a member of the Young Global Leaders (YGL), “a community of extraordinary leaders under the age of 40.” In 2010, he became a member of the first class of the Aspen Institute Leadership Fellows in the Middle East and was selected as one of UCLA Anderson’s Business School “100 Inspirational Alumni” in the 75 year’s history of the school.
Mr. Nazer has three children: Lana (1990), Hisham (1992) and Tan (1997). He enjoys golf, running, biking, basketball, soccer, and many other sports.
Vice-Chairman (Non-Executive) Representing the foreign shareholder: Bupa Investments Overseas Limited
Mr. David Fletcher joined the Bupa Arabia Board of Directors on 8 September 2014, is the Vice-Chairman, and was re-appointed for the new term which commenced 22 January 2017.
Mr. Fletcher is currently the Bupa Group Chief Risk Officer (since January 2017), and member of its Executive Team, after being the Managing Director of Bupa International Development Markets (IDM), is a UK citizen based in London, and in 1985 completed a BA Honours in Modern History from the University of Durham, in the United Kingdom (UK).
David joined Bupa, the international healthcare group, as Chief Internal Auditor in March 2014 and was Managing Director of Bupa IDM since September 2014. In this role he was responsible for existing Bupa businesses in Poland, India, China, Thailand and Hong Kong, and for expansion into new domestic markets, as well as for Saudi Arabia through being on the Board of Bupa Arabia.
He joined Bupa from Permata Bank in Indonesia, one of Indonesia's largest banks and an affiliate of Standard Chartered, where he was President Director/CEO for four and a half years. Prior to this he had an extensive banking career at Standard Chartered, where he served as Head of Group Internal Audit across the Standard Chartered Group, and was Chief Executive Officer of Standard Chartered Bank Bangladesh from 2002 to 2004.
David has extensive international experience in banking, having held various senior positions in Nigeria, China, Hong Kong, Singapore, Bangladesh, Indonesia, and London with Standard Chartered and Citibank.
Board Member–Independent (Non-Executive)
Mr. Zaid Algwaiz has been an Independent Board Member, and the Chairman of different Board Committees, of Bupa Arabia, since joining its Board at the start of the previous Board term, during June 2014. During 2016 he also became a member of the Bupa Arabia Nomination and Remuneration Committee.
For the new Board term, which commenced 22 January 2017, Mr. Algwaiz, was re-appointed as: an Independent Board Member, as the Investment Committee Chairman, until the end of 2017, and as a member of the Nomination and Remuneration Committee, being appointed its Chairman at the end of 2017.
Mr. Algwaiz has an Accounting degree from the King Saud University (1987).
During 2018 Zaid was appointed as; Independent Board Member, and Chairman of the Compensation, Nomination & Governance Committee, and member of the Executive Committee, of the National Commercial Bank (NCB).
He worked as Senior Accountant in the Planning and Finance Department of the King Faisal Hospital – Riyadh until 1990.
He joined the Saudi British Bank in 1990 and held various positions and responsibilities including; Senior Relationship Manager / Team Leader, Senior Manager Credit &Risk and was General Manager Corporate Banking until 2003 when he moved to HSBC Saudi Arabia Limited as Deputy Managing Director until 2007.
Mr. Algwaiz was a member of the Saudi British Bank’s Nomination and Remuneration Committee (from 2016 until the first quarter of 2018).
Mr. Algwaiz is licensed Financial Consultant and is/has been an Independent Board / Committee Member at several Companies, including AlRajhi Steel Industries, Masic (AlSubaiei Investment Group) and Thakhir Company for Real Estate Investment. He previously also worked as an Independent Board Member at AlYusr Finance company and Saudi Hollandi Capital.
(Board Member - Independent)
Ms. Huda Al-Ghoson was the Executive Director of Human Resources at Saudi Aramco and was the first woman to be named a permanent executive director in the company’s history. As the head of Human Resources (HR) she was responsible for all the Human Resource Management/Development programs in the company, including all HR and labour relations to more than 66,000 employees of 80 different nationalities.
Ms. Al-Ghoson holds an MBA from the American University of Washington, D.C., USA and a BA in English Literature from the King Saud University in Riyadh.
Huda has been on Forbes’ list of the most powerful Arab women and received the 2014 Arab Women Awards for Business Woman of the Year in Saudi Arabia. She was also selected as the 2015 Business Woman of the Year at the Arabian Business Achievement Awards, and honored with the 2016 Women in Leadership Award from the Bilateral US-Arab Chamber of Commerce. In 2017, she received the 17th Middle East Women Leaders Excellence Award, and the 2017 Gold Award for Excellence by the Arab’s Women Council for Social Responsibility.
Huda is currently a member of the Board of the General Organization for Social Insurance (GOSI), Credit Suisse Saudi Arabia Bank, Institute of Public Administration, a member of the Saudi Telecommunications Company (STC) Nomination & Remuneration Committee. Huda is the Chairwoman of the Board of Trustees of the Arabian Society of Human Resources Management (ASHRM).
(Board Member - Independent Non-Executive)
Dr. Abdulla Elyas was appointed as independent Board member of Bupa Arabia, for the current term, which commenced effective 1 July 2019, and was subsequently also appointed as a member of its Risk Management Committee (RMC).
Dr. Abdulla Elyas is a co-founder of Careem, the technology company purchased by Uber in 2019. Prior to joining Careem, Abdulla co-founded enwani, a cloud-based tech startup in Saudi Arabia focused on the home delivery industry that was acquired by Careem in 2014.
Abdulla is passionate about building entrepreneurial ecosystems in the Middle East, focused on fast scaling businesses that leave significant impacts on society. And by providing further visibility to entrepreneurship in the region, developing talent and future entrepreneurs.
Abdulla serves as a board member, on a number of public and private companies, and has previously led management consulting engagements in Europe, the US, South East Asia and the Middle East.
Dr. Abdulla Elyas is a Saudi born and raised in Germany and graduated with an MSc in Computer Science and holds a PhD in Business Administration honoured with a Magna Cum Laude from RWTH Aachen.
Board Member (Non-Executive) - Representing the foreign Shareholder: (Bupa Investments Overseas Limited (BIOL))
Mr. Martin Houston was appointed as Bupa Arabia Board member, effective 1 October 2018, is based in the USA, and is a non-executive director, appointed in January 2014, of the main Board of Bupa, the international healthcare group based in London, England, and which is the ultimate owner of the Bupa Arabia major shareholder BIOL. Martin also sits on the Bupa Nominations Committee and is the Chairman of the Bupa Remuneration Committee.
Mr. Houston was appointed as Chairman of the Board of the EnQuest Group, effective 1 October 2019, and on joining the Board will also become Chairman of its Nomination Committee. EnQuest is an independent production and development company with operations in the UK North Sea and Malaysia. EnQuest PLC trades on the London Stock Exchange and the NASDAQ OMX Stockholm.
Mr. Houston is also the Vice-Chairman of Tellurian Incorporated, the Vice-Chairman of Hakluyt North America and, in March 2018, was appointed by Moelis and Company as the Chairman of its Global Energy Group.
Martin was previously employed by the BG Group plc, retiring after 32 years, in 2014, as Chief Operating Officer and a member of its Board. Between 2015 and 2018 Martin was the chairman of TPH International, a boutique investment bank based in Houston, Texas, USA.
Mr. Martin Houston has a Bachelor's degree in Geology, from the Newcastle University, England, UK, completed during 1979, and a Master's in Petroleum Geology, from the Imperial College London, England, UK, completed during 1983.
Board Member (Executive)
Mr. Tal Hisham Nazer has been a Board Member and the Chief Executive Officer of Bupa Arabia since 2008. Leading this top and fast growing specialized health care company to higher standards, his relationship circle has widened and strengthened in the insurance market in Saudi Arabia with regulators, healthcare providers and the insured.
Mr. Tal Nazer is a Board member on various companies and committees. He is the Vice Chairman of the Nazer Group and a Board member of Nawah Healthcare, and a member of SAMA’s Insurance Executive Committee. Mr. Nazer is also a member of the Young Presidents Organization (YPO) and a member of Young Global Leaders (YGL). He joined Choate’s Board in New York in 2014.
Mr. Tal Nazer holds an MBA from The Wharton School, Pennsylvania, USA (in Finance and Buyouts, completed in 2001) and a BA in Economics from the University of California at Los Angeles (completed in 1996).
Disclosure and transparency are considered the most important Corporate Governance principles in Bupa Arabia for Cooperative Insurance Company ("Bupa Arabia Company" or the "Company") and are aimed at enabling shareholders to transparently and fairly access information. For this purpose and to follow up the regulations of the Capital Market Authority, Article (8) of Corporate Governance Regulations, Bupa Arabia's Board of Directors issued these regulations indicating the policies, procedures and supervisory codes of disclosure according to the Capital Market's rules and requirements.
It is the process of disclosing and revealing (financial and non-financial) information of concern for the investors, performed on a periodical basis (specific financial periods) or on an immediate basis when the information occurs so that the information shall be available at the same time for all and no party shall make use of the information before other parties.
Transparency is defined as the complete disclosure of the real financial image of the Company. Transparency requires that financials statements or essential events declared shall clearly and explicitly reflect the Company's real position.
A) Bupa Arabia Company shall notify the Authority and the public without delay of any major developments within the scope of its activity which are not public knowledge and which may have a material effect on Bupa Arabia Company's assets and liabilities or financial position or on the general course of its business and which may:
B) Major developments referred to in paragraph (A) of this Article which Bupa Arabia Company shall disclose include, but are not limited to, the following:
The notification referred to in paragraph (A) of this Article shall be made at least two hours before the first trading period in the exchange following the occurrence of the developments.
First: The Company shall send a draft of its interim financial statements and the form of announcement prepared about such results to the Saudi Arabian Monetary Agency at least three working days prior to the date of publishing, provided that the same shall not be published except after obtaining the approval of the Agency for the form of the announcement prepared and for the interim financial statements. Second: After obtaining the written non-objection of the Agency for the form of announcement prepared and for the interim financial statements, the financial results shall be published on the website of the Capital Market Authority (Tadawul) at least two hours prior to the first trading term in the market following the approval of the Agency. Third: The interim financial statements approved by the external auditor, Board Chairman, Managing Director and Chief Financial Officer shall be sent to the Capital Market Authority, Department of Continuous Disclosure. The Disclosure Form No. (2) shall be attached therewith signed by the Board Chairman and the Managing Director, and sealed by the Company's seal. Fourth: The financial statements (statement of financial position, income statement, and statement of cash flows) shall be downloaded using the electronic application software on Tadawul website. The same shall be done on a date not exceeding the second day as of the date of announcement. Fifth: The announcement and the interim financial statements shall be published over the official website of Bupa Arabia Company. Sixth: The Company shall send an official letter having the interim approved financial statements attached therewith to the Saudi Arabian Monetary Agency and to the Capital Market Authority via overnight courier.
First: The Company shall send a draft of the annual Board Report, its annual financial statements and the form of announcement prepared about such results to the Saudi Arabian Monetary Agency at least five working days prior to the date of publishing, provided that the same shall not be published except after obtaining the approval of the Agency for the form of the announcement prepared and for the interim financial statements. Second: After obtaining the written non-objection of the Agency for the form of announcement prepared and for the interim financial statements, financial results shall be published on the website of Capital Market Authority (Tadawul) at least two hours prior to the first trading term in the market, following the approval of the Agency. Third: The Board Report and the audited financial statements approved by the Auditor, Board Chairman, Managing Director and Chief Financial Officer shall be sent to the Department of Continuous Disclosure a the Capital Market Authority. The Disclosure Form No. (2), Disclosure Form No. (8), related to compliance with the Corporate Governance Regulations, shall be attached therewith and signed by the Board Chairman and the CEO, and sealed by the Company's seal. Fourth: The financial statements (statement of financial position, income statement, and statement of cash flows) shall be downloaded using the electronic application software on the Tadawul website. The same shall be done on a date not exceeding the second day after the date of announcement. Fifth: The announcement, annual financial statements and Board Report shall be published over the official website of Bupa Arabia Company. Sixth: The Company shall send an official letter having the interim approved financial statements attached therewith to the Saudi Arabian Monetary Agency and to the Capital Market Authority via overnight courier.
Bupa Arabia Company must include with its annual financial statements a report issued by the Board of Directors, including a review of the operations thereof during the last fiscal year and of all relevant factors affecting Bupa Arabia Company's business which an investor requires to assess the assets, liabilities and financial position of the Bupa Arabia Company. The Board of Directors' report must contain the following:
1- Description of the principal activities of the company and its group. If two or more activities are described, a statement must be included giving for each activity the turnover and contribution to trading results attributable to it; 2- A description of Bupa Arabia Company's significant plans and decisions (including any corporate restructuring, business expansion or discontinuance of operations), the future prospects of the company's business and any risks facing it; 3- A summary, in the form of a table or a chart, of the assets and liabilities of Bupa Arabia Company and of Bupa Arabia Company's business results for the last five fiscal years or as of incorporation, whichever is shorter; 4- A geographical analysis of Bupa Arabia Company's consolidated turnover and of the consolidated turnover of its subsidiaries outside the Kingdom; 5- An explanation for any material differences between the operating results of the last year and the operating results of the previous year or any announced forecast made by Bupa Arabia Company; 6- An explanation for any departure from the accounting standards issued by SOCPA; 7- The name of every subsidiary, its main business, its principal country of operation and its country of incorporation; 8- The particulars of the issued shares and debt instruments of every subsidiary; 9- A description of Bupa Arabia Company's dividend policy; 10- A description of any interest in a class of voting shares held by persons (other than the Company's directors, senior executives and their spouses and minor children) that have notified Bupa Arabia Company of their holdings, together with any change to such interests during the last fiscal year; 11- A description of any interest, options, and subscription rights of Bupa Arabia Company's directors, senior executives and their spouses and minor children in the shares or debt instruments of the issuer or any of its subsidiaries, together with any change to such interest and rights during the last fiscal year; 12- Information relating to any borrowings of the issuer (whether repayable on demand or otherwise), and a statement of the aggregate indebtedness of the Company and its group, together with any amounts paid by the company as a repayment of loans during the year. In case there are no loans outstanding for the Company, it shall provide an appropriate statement; 13- A description of the classes and numbers of any convertible debt instruments, options, warrants or similar rights issued or granted by the Company during the fiscal year, together with the consideration received by Bupa Arabia Company; 14- A description of any conversion or subscription rights under any convertible debt instruments, options, warrants or similar rights issued or granted by Bupa Arabia Company; 15- A description of any redemption or purchase or cancellation by the Company of any redeemable debt instruments and the amount of such securities outstanding, distinguishing between those listed securities purchased by Bupa Arabia Company and those purchased by a subsidiary; 16- The number of meetings of the Board of Directors held during the last fiscal year and the attendance record of each meeting; 17- Information relating to any contract to which Bupa Arabia Company is party and in which a director of Bupa Arabia Company, the Chief Executive Officer, the Chief Financial Officer or any associate is or was materially interested, or if there are no such contracts, the Company must submit an appropriate statement; 18- A description of any arrangements or agreement under which a director or a senior executive of Bupa Arabia Company has waived any emolument or compensation; 19- A description of any arrangements or agreement under which a shareholder of Bupa Arabia Company has waived any rights to dividends; 20- A statement of the amount of any outstanding statutory payment on account of any zakat, taxes, duties or other charges with a brief description and the reasons therefore; 21- A statement as to the value of any investments made or any other reserves set up for the benefit of the employees of Bupa Arabia Company; 22- Statements that:
23- If the external auditors' report on the relevant annual accounts is qualified, and the Authority requires additional information, the directors' report shall include such information as has been provided to the Authority. 24- If the Board of directors recommends that the external auditors shall be changed before the elapse of three consecutive fiscal years, the report shall contain a statement to that effect and the reasons for such recommendation.
Buying, selling or disposing of the shares of Bupa Arabia Company by one of the Board members or senior executives is always subject to the periods of prohibition, provided for in Article (33) of the Rules of Registration and Listing, which states the following: The Company's Board members, senior executives or any related person may not transact in any of the Issuer's securities during the following periods:
In application of the provisions of Article (30) of the Rules of Registration and Listing, issued by the Saudi Capital Market Authority regarding notice related to the title of Company's shares, provided that the person related to the incident shall notify the Authority and the Company at the end of the trading day on which any of the following events occurred: A) When the person becomes owner of or interested in 5 % or more of any of the classes of shares, having the right to vote or debt instruments convertible to shares, the following procedures shall be followed:
B) When increase or decrease occurs in the title or interest of the person referred to in Paragraph (A) above at 1% or more of the shares of Bupa Arabia Company, the following procedures shall be followed:
C) When a Board member or senior executive (or any of its affiliates) in Bupa Arabia Company becomes owner of or interested in the Company's shares, he/she shall follow the following procedures: First: In the case of purchasing for the first time and not having previously acquired shares in Bupa Arabia Company:
Second: Change of Shares Title (Increase/Decrease)
Third: Change of Title Objective
When a change occurs in the title objective of shares of Bupa Arabia Company previously disclosed, Form No. (7/B), shall be completed, along with ensuring the following information:
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