0% found this document useful (0 votes)
238 views17 pages

Watani-Cyber Security Committee Charter

The document provides a charter for the Cybersecurity Committee of Watani Iron Steel Co. It defines key terms and outlines the committee's composition, authorities, competencies, responsibilities, meeting procedures, reporting requirements, and methodology. The committee is appointed by the board of directors to oversee cybersecurity risks and ensure proper governance, risk management, and regulatory compliance related to information security.

Uploaded by

islam108
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as DOCX, PDF, TXT or read online on Scribd
0% found this document useful (0 votes)
238 views17 pages

Watani-Cyber Security Committee Charter

The document provides a charter for the Cybersecurity Committee of Watani Iron Steel Co. It defines key terms and outlines the committee's composition, authorities, competencies, responsibilities, meeting procedures, reporting requirements, and methodology. The committee is appointed by the board of directors to oversee cybersecurity risks and ensure proper governance, risk management, and regulatory compliance related to information security.

Uploaded by

islam108
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as DOCX, PDF, TXT or read online on Scribd

Watani Iron Steel Co.

Cybersecurity Committee
Charter

1
Document Control

Version control

Master Location Riyadh, Saudi Arabia

Document Name Cybersecurity Committee Charter

Document Edit/Review History

Version Date Comments Prepared/Revised by

The first issuance of the


1.0 xx xx 202x
Cybersecurity Committee Charter

Document Approval History

Date Name Position/Title Signature

Distribution of Final Document

Name Position/Title

2
Glossary: Abbreviations & Terms Definitions
In this Charter, except where the context otherwise demands, the following words and expressions shall have
the following meaning:

Abbreviation Definition

Board The Board of Directors of the WISC


BGRCC Board Governance, Risk & Compliance Committee
CSC Cybersecurity Committee
CEO Chief Executive Officer
CFO Chief Financial Officer
CMA Capital Market Authority
CISO Chief Information Security Officer
DoA Delegation of Authorities
HR Human Resources
ISO International Organization for Standardization
IT Information Technology
KPI Key Performance Indicator
KSA Kingdom of Saudi Arabia
NIST National Institute of Standards and Technology
NRC Nomination and Remuneration Committee

3
TABLE OF CONTENTS
1. DEFINITIONS................................................................................................................................5
2. INTRODUCTION...........................................................................................................................8
2.1. BACKGROUND................................................................................................................................. 8
2.2. PURPOSE OF THE CHARTER................................................................................................................8
2.3. FUNCTIONAL SCOPE AND APPLICABILITY...............................................................................................8
2.4. IMPLEMENTATION............................................................................................................................8
2.5. OWNERSHIP, REVISION, AND UPDATE..................................................................................................8
2.6. DISCLAIMER.................................................................................................................................... 9
2.7. CONFIDENTIALITY.............................................................................................................................9
2.8. ACCREDITATION............................................................................................................................... 9
3. COMPOSITION OF THE COMMITTEE...........................................................................................10
3.1. MEMBERSHIP PRINCIPLES................................................................................................................10
3.2. APPOINTMENT OF THE CHAIRMAN OF THE COMMITTEE.........................................................................10
3.3. APPOINTMENT OF THE SECRETARY OF THE COMMITTEE.........................................................................10
3.4. APPOINTMENT AND TERMINATION OF MEMBERS OF THE COMMITTEE......................................................11
4. AUTHORITIES OF THE COMMITTEE.............................................................................................11
5. COMPETENCES AND RESPONSIBILITIES......................................................................................12
5.1 COMPETENCES AND RESPONSIBILITIES OF THE COMMITTEE....................................................................12
5.2 RESPONSIBILITIES OF THE CHAIRMAN AND VICE-CHAIRMAN OF THE COMMITTEE.......................................13
5.3 RESPONSIBILITIES OF THE SECRETARY OF THE COMMITTEE.....................................................................13
5.4 QUALIFICATIONS OF COMMITTEE MEMBERS.......................................................................................14
6. MEETINGS..................................................................................................................................15
7. COMMITTEE'S REPORT...............................................................................................................16
8. COMMITTEE'S METHODOLOGY..................................................................................................16
9. REMUNERATION........................................................................................................................17

4
1. DEFINITIONS
In this Charter, except where the context otherwise demands, the following words and expressions shall have
the following meaning:

Term Definition

Bylaws The Bylaws of the Watani Iron Steel Company


WISC Watani Iron Steel Company
Attack Any malicious activity that attempts to illegally collect, disrupt, deny, degrade, or destroy
information system resources or the data itself.
The Board serves as the highest governing body of the WISC. Its role is to manage
and ensure that policies are developed and performance is monitored by the
Board of
WISC's articles of association, shareholder resolutions, and legal requirements. All
Directors
board decisions and actions are accountable to the general assembly of
shareholders.
A board committee is a WISC of individuals appointed or elected by a board of
Committee
directors to perform a specific task or function on behalf of the Board.
Corporate Governance is the rules, practices, and processes by which the WISC is
Corporate
directed and controlled. Corporate Governance involves fair treatment and
Governance
balancing the interests of the many stakeholders at the WISC.

Customers Customers are those who avail of the products and services the WISC offers.
A situation of actual or perceived conflict between a person's duty and private
Conflict of
interests could improperly influence the performance of their duties and
Interest
responsibilities.
Director/
Member of the A member of the Board of Directors at the WISC.
Board
Executive Persons entrusted with managing the WISC's daily activities and proposing and
Management implementing strategic decisions.
Executive
A full-time member of the executive management of the WISC who participates in
Member/
managing its daily activities.
Director
General
A general assembly of the Shareholders (holding Shares) convened by the Bylaws.
Assembly
Independent A member who has complete independence in their position and decisions at
Member/ WISC and who shall not be subject to the following factors affecting
Director independence, to name but a few:
a. If they hold 5% or more of the shares of the WISC or any other WISC
within its WISC or is a relative of a person who owns such percentage in
the WISC;

5
b. if they are a representative of a legal person that holds 5% or more of the
shares of the WISC or any WISC within its WISC;
c. if they are a relative of any member or senior executive of the WISC or
any other WISC within its WISC;
d. if they are a member of any WISC within the WISC's WISC for which they
are nominated to be a member;
e. if they work or used to work, within the preceding two years, for WISC,
for any party dealing in addition to that, or for any WISC within its WISC,
such as external auditors and main suppliers; or if they, within the
preceding two years, held controlling interests in any such parties;
f. if they have a direct or indirect interest in the businesses and contracts
executed for the benefit of the WISC;
g. if they receive financial consideration from WISC in addition to the
remuneration for their membership of the Board or of any of its
committees that exceeds an amount of SAR 200,000 or 50% of their
remuneration of the last year for their membership of the Board or any of
its committees, whichever is less;
h. if they engage in a business where they compete with the main business
activity of the WISC or if they conduct business in any of the activities
practiced by the WISC;
i. if they served for more than nine (9) years, consecutive or inconsecutive,
as a member of the WISC;
j. if they have a credit relationship, in their name or any of his relatives,
with a WISC that exceeds SAR 1,000,000.
A member of the WISC who is not a full-time member of the executive
Non-Executive
management of the WISC and who does not participate in performing its daily
Member
activities.
Fathers, mothers, grandfathers, grandmothers, children, grandchildren,
Relatives
husbands, and wives.
a. Substantial shareholders in WISC;
b. Board members of the WISC or any of its affiliates and their relatives;
c. Senior executives of the WISC or any of its affiliates and their relatives;
d. Board members and senior executives of substantial shareholders of the
WISC;
e. Establishments – other than companies – owned by a member or a senior
executive, or their relatives;
Related Parties
f. Companies in which a member or senior executive or any of their
relatives is a partner;
g. Companies in which a member or senior executive or any of their
relatives is a member of their Board or a senior executive thereof;
h. Joint stock companies in which a member or senior executive or any of
their relatives owns 5% or more;
i. Holding companies or affiliates of the WISC.
Cybersecurity Administrative, operational, and technical controls (measures or counter-measures)
Controls stipulated in the information system for protecting the confidentiality, integrity, and

6
availability of the system and its information.
Cybersecurity
Committee It aims to help capital market institutions obtain good cybersecurity practices established
by CMA.

Risk is the uncertainty around current or future events and outcomes that could
bring up adverse impacts either in the form of direct loss of earnings and capital
Risk or imposition of constraints on the WISC's ability to meet its business objectives,
hinder the ability to conduct business or take benefit of opportunities to enhance
business.
The strategy adopted for managing the WISC's key material risks developed at the
WISC level in line with the strategic objectives and business plans, considering the
WISC's Risk Capacity, Risk Appetite, and Risk Limits. It lays out the risk
Risk Strategy
management philosophy and risk Governance. It specifies the risk management
approach for Risk Identification, assessment, response, monitoring, and reporting
consistently across the WISC.
Persons who own shares in the WISC and can directly or indirectly influence or
control the appointment of the majority of the Board of Directors, or the
decisions made by the Board of Directors, or have the power to direct or cause
Shareholders the direction of the management or policies of an entity, whether by the general
assembly of the entity, through the ownership of a percentage of the shares or
stocks or under an agreement or other arrangement providing for such influence
or control.
Capital Market
Institutions Financial institutions licensed by and fall under the supervision and control of CMA.

Any person interested in WISC, including shareholders, investors, customers, and


Stakeholder
suppliers.
Any circumstance or event related to information systems with the potential to affect
capital adversely market institution's business (including mission, functions, image, or
Threat reputation), organizational assets, or individuals through an information system via
unauthorized access, destruction, disclosure, modification of information, and/or denial of
service. Also, the potential for a threat source to successfully exploit a particular
information system vulnerability.
A weakness found in computer systems, programs, or applications, a set of procedures, or
Vulnerability
anything that makes cybersecurity triggered by a threat.
Substantial Any person who owns 5% or more of the shares of the WISC or voting rights
Shareholders therein.
Service Level An agreement between two parties, where one party is the customer and the other
Agreement is the service provider, clarifies services that the service provider must render and
criteria that must be met to render the service.

7
2. INTRODUCTION
2.1. Background
The Cybersecurity Committee (the "Committee") of WISC (the "WISC") has been established by the authority of
the WISC's Board of Directors (the "Board") and following the WISC's Bylaws and the corporate governance
regulations from CMA in the Kingdom of Saudi Arabia and shall operate following this Charter (this "Charter").

2.2. Purpose of the Charter


The Cybersecurity Committee Charter is a guide that provides information for various stakeholders, including
shareholders, the Board of Directors, and other board committees. Shareholders can refer to the Charter to
understand the roles and responsibilities of the Cybersecurity Committee and how it contributes to the WISC's
overall governance structure. The Board of Directors can use the Charter to ensure the Cybersecurity Committee
effectively fulfills its obligations. Other board committees may also refer to the Charter to understand the role of
the Cybersecurity Committee and opportunities for collaboration.

The Cybersecurity Committee Charter ("Charter") establishes WISC's Cybersecurity Committee's responsibilities,
authority, and functions. The Charter is a written document outlining the Committee's role in assisting the Board
of Directors in fulfilling its oversight responsibilities regarding the following:

a) Approve Cybersecurity governance and Cybersecurity strategy;


b) Approve implementation of Cybersecurity policy and ensure operational effectiveness of the same;
c) Provide independent oversight and strategic guidance on controls around Cloud, platform, and system
management; and
d) Cybersecurity-related issues/incidents.

2.3. Functional Scope and Applicability

This Charter shall apply to all the WISC's employees, including its Directors, executive management, employees,
and temporary workers. It serves as a reference guide for shareholders, the Board of Directors, and Board
committees. It will be regularly reviewed to determine its relevance and applicability.

2.4. Implementation

The primary responsibility for communicating and implementing this Cybersecurity Committee Charter within
the WISC resides with the Board Secretary ("Secretary"). The WISC's Cybersecurity Committee shall monitor
adherence to this Charter and facilitate, support, and advise the Board Secretary and executive management in
effectively implementing this Charter.

2.5. Ownership, Revision, and Update

The Cybersecurity Committee Chairman shall ensure that the Cybersecurity Committee Charter is current. The
Board Secretary shall review the Charter at least annually or as directed by the Board to reflect/comply with any
material changes and/or regulatory requirements before being presented for review and endorsement for
onward submission to the Board for approval. Exceptions to this Charter (if any) shall be reported to the Board.

8
2.6. Disclaimer

This Charter was prepared for application purposes. The content of this Charter could be updated to address
some business requirements as and when they become available.

2.7. Confidentiality

The contents of this Charter are strictly confidential, and no information should be shared, discussed, or
disclosed to people outside of the WISC without the written approval of the CEO.

2.8. Accreditation
A resolution of the Board shall adopt this Charter and enter into effect from the date it approves it.

9
3. COMPOSITION OF THE COMMITTEE
3.1. Membership Principles
a) The Board shall appoint the Committee members and the Chairman at the recommendation of the
WISC's NRC Committee if available;
b) The Committee shall be composed of at least three and no more than five members;
c) The committee chairman shall be appointed by the Board or elected by the committee members. The
CEO shall not chair the Committee;
d) The Chairman of the Cybersecurity Committee shall be a Board member with solid knowledge of
cybersecurity issues and the specific challenges faced by the WISC;
e) The Cybersecurity Committee should be composed of members with diverse backgrounds and expertise
in areas such as IT security, risk management, legal, and compliance;
f) The members shall meet the applicable independence, experience, and expertise requirements; and
should be appointed based on personal qualities, integrity, and skills;
g) A member shouldn't be a member of more than two committees;
h) At least one Member shall have a scientific qualification, appropriate practical training, and relevant
knowledge, skills, and experience in cybersecurity-related issues/incidents, cybersecurity governance,
and strategy;
i) Committee members should maintain strict confidentiality regarding sensitive information discussed
during committee meetings and ensure the confidentiality of the nomination and remuneration
processes;
j) The terms and conditions of appointment, extension, and termination shall follow regulatory
requirements and be disclosed in the Member's Letter of Appointment.
k) The Membership term is valid for three (3) years from the date of nomination. This period can be
renewed for a second term but not more than two consecutive terms.

3.2. Appointment of the Chairman of the Committee


a) The Board of Directors must appoint a non–executive member as the Chairman of the Committee
through a majority vote;
b) The Chairman of the Committee must always be a member of the Board of Directors and must be
independent of the executive management and the main shareholders of the WISC;
c) The Chairman of the Committee shall not be associated with other directors or have any financial or
business relationship with any of the directors of the Board of Directors.
d) The Chairman of the Committee should not have a relationship with the executives or senior executives
of the WISC that could affect his independence.

3.3. Appointment of the Secretary of the Committee


a) The Committee shall appoint the Secretary of the Committee whose term shall be the same as that of
the Committee (with the right of reappointment) and shall be entitled to attend the committee meetings
and shall not be entitled to vote.

10
3.4. Appointment and Termination of Members of the Committee
a) In the event of a vacancy in the Committee due to death, resignation, disability, or a member's request
to be relieved from membership, the Board of Directors will appoint a temporary member. The
appointee must meet the conditions required of a Committee member;
b) A member of the Committee may be reappointed for another term;
c) Any member of the Committee may be terminated by a resolution of the Board of Directors in the
following cases:
1. Misuse of one's position within the Committee or behavior that the Board deems detrimental to the
WISC's overall goals and the Committee's reputation specifically.
2. Failure to attend three consecutive meetings without a valid excuse approved by the Board of
Directors.
3. Failure to meet any membership requirements set forth for the Member.

4. AUTHORITIES OF THE COMMITTEE


The Cybersecurity Committee is empowered to:

a) The Committee is responsible for approving and recommending all matters within its purpose and duties
as outlined in the Bylaws and approved authority matrix. Additionally, the Board of Directors may
delegate other subjects to the Committee from time to time;
b) Unrestricted access to all documents and records of the WISC that are necessary for the Committee to
perform its duties and responsibilities.
c) Appoint and retain outside counsel, advisors, or other specialists to advise or assist the Committee, as
necessary (which appointment, including the name of the appointed party and any relations it has with
the WISC or its executive management, shall be recorded in the relevant minutes of the meeting of the
Committee).

11
5. COMPETENCES AND RESPONSIBILITIES
5.1 Competences and Responsibilities of the Committee
The Cybersecurity Committee shall carry out the following responsibilities concerning the WISC's activities:

1. Cyber Security
a) Monitoring, reviewing, and communicating the Member WISC's Cybersecurity risk appetite periodically
or upon a material change in the risk appetite;
b) Reviewing the Cybersecurity strategy to ensure that it supports the Member WISC objectives;
c) Approving, communicating, supporting and monitoring:

1. The Cybersecurity governance;

2. The Cybersecurity strategy;

3. The Cybersecurity policy;

4. Cybersecurity programs (e.g., awareness program, data classification program, data privacy, data
leakage prevention, key Cybersecurity improvements);

5. Cybersecurity risk management process;

6. The key risk indicators (KRIs) and key performance indicators (KPIs) for cyber security.

d) Review and approve the cybersecurity budget, ensuring sufficient resources are allocated to address
cybersecurity risks effectively;
e) Monitor the utilization of resources and assess the adequacy of investments in cybersecurity tools,
technologies, and employee training;
f) Stay informed about emerging cybersecurity threats, trends, and best practices through ongoing
education and training;
g) Promote cybersecurity awareness and best practices among board members, senior management, and
employees;
h) Engage with external stakeholders such as regulators, industry associations, and cybersecurity experts to
stay informed about evolving threats, regulatory requirements, and industry trends;
i) Reviewing cybersecurity incident response plans and conducting post-incident reviews; and
j) Ensuring compliance with applicable laws, regulations, and industry standards.

2. Other responsibility
a) Perform such other related activities as requested by the Board.
b) While performing its role, the Committee will observe the division of responsibilities between the
Committee, the Board, and the WISC's management.
c) After each meeting, the Committee shall submit a report to the Board on its work, recommendations,
conclusions, and decisions.

12
5.2 Responsibilities of the Chairman and Vice-Chairman of the Committee
The Chairman of the Committee shall choose from among the members a Vice-Chairman for the term of the
Committee, and the Vice-Chairman shall assist the Chairman in performing his duties and shall replace him in his
absence. The Chairman of the Committee shall supervise the completion of the Committee's tasks, in particular,
the following:

a) I‌nvite the Committee to convene and determine the time, date, and place of each meeting of the
Committee and the agenda in coordination with the members of the Committee;
b) Chairing the meetings of the Committee;
c) Present the results and suggestions of the Committee to the Board of Directors;
d) ‌Ensure that appropriate information is provided by management to the Committee during the
meeting to enable the Committee to exercise its responsibilities based on adequate information;
e) ‌Preparing the Committee's budget, work plan, and projects in the short and long term in
coordination with the Secretary of the Committee and presenting them to the Committee in
preparation for submitting them to the Board of Directors after approval by the Committee;
f) ‌Prepare periodic reports on the activities of the Committee in coordination with the Secretary of the
Committee and present them to the Committee in preparation for submission to the Board of
Directors after approval by the Committee;
g) Acting as a representative for the Committee in front of the Board and other necessary parties;
h) Supervise the annual evaluation of the Committee's performance and

5.3 Responsibilities of the Secretary of the Committee


When selecting the Secretary of the Committee, he shall have the scientific qualifications and practical
experience to carry out the tasks. The Secretary of the Committee shall be responsible for:

a) To support the decision-making process, Serve as the primary point of contact and source of information
and advice to committee members regarding the WISC's relevant activities;
b) Stay informed about the Committee's activities and ensure that its members have all the necessary
information and documents to make informed decisions;
c) Maintain the Charter of the Committee and direct the Committee to carry out its activities following the
Charter;
d) Prepare communication letters in coordination with the Chairman of the Committee as needed and
address them to the members of the Committee, the Board of Directors, and the relevant authorities.
This includes handling the communications required to schedule/call for committee meetings;
e) Prepare the reports for the Committee and distribute them to members along with the meeting agenda
at least five (5) working days before the meeting date;
f) Attend the meetings of the Committee to prepare the minutes of the meeting and distribute them
within a period not exceeding ten (10) working days to all members of the Committee for approval;
g) Arranging with the parties invited by the Committee to the committee meetings. This includes legal
advisors or any other party;
h) Arranging and following up on the completion of the annual self-assessment of the Committee;
i) Circulating the Committee's decisions to the concerned authorities;
j) Ensure that meetings are properly documented and minutes are kept with relevant materials for at least
ten (10) years; and
k) Avoid engaging in any activity that goes against the interests of the WISC.

13
5.4 Qualifications of Committee Members
a) Committee members should collectively be familiar with the issues before the Committee, have relevant
work experience and appropriate qualifications, and have a thorough understanding of the roles and
responsibilities of Board members and executive management. The Committee must be able to devote
sufficient time to their duties as members of this Committee;
b) Each Member must have academic qualifications, professional experience in corporate Governance,
products, services, regulations, Strategy, financial-non-financial Performance, risk management
practices, and
c) The Committee may seek the assistance of experts and specialists from inside or outside the WISC
within the limits of its Authorities, provided that this is included in the minutes of the Committee's
meeting, with the name of the expert and his relationship with the WISC or the executive management.

14
3. MEETINGS
a) The Committee shall meet at least four times a year or more as the Committee may determine;
additional meetings may be held from time to time as may be necessary at the request of the Board or
any of the Members;
b) A meeting of the Committee shall be convened by written notice being given by the Secretary at the
request of the Chairman to each Member (and invitee, as appropriate) not less than 7 days before the
date set for the meeting, except in cases of urgency, when a meeting may be convened on shorter
notice upon approval by a majority of the Members. The notice shall include the date, time, and location
of the meeting and shall be accompanied by a meeting agenda and appropriate briefing materials;
c) All Committee members are expected to attend all meetings, in person or via tele- or video conference;
d) For meetings of the Committee to reach a quorum, it shall be necessary for a majority of the Members
to be present. All decisions and actions of the Committee shall be approved by a resolution passed by
the affirmative vote of the majority of the Members attending the meeting of the Committee at which
the resolution is approved. The Chairman shall have a casting vote in the event of a tie. No Member shall
be entitled to vote on any matter in which they have a direct or indirect interest;
e) Only Committee members have the right to attend Committee meetings;
f) The Committee may invite members of WISC executives, external experts, or others to attend the whole
or part of the meeting to present their opinion, advice, or pertinent information;
g) At each meeting, the WISC Secretary shall attend to take notes, keep regular meeting minutes, and
report the same to the Committee Chairman;
h) Minutes of the Committee meetings shall be circulated to the Committee members and guests, as
appropriate;
i) In consultation with the Chairman, the Secretary shall also prepare the agenda and circulate it, together
with proper briefing materials, to the Committee members well before a meeting;
j) The Chairman shall represent the Committee in the Board's meetings and regularly report to the Board
regarding the Committee's activities and actions, including at the first WISC Board meeting following
each Committee meeting;
k) In the absence of the Chairman and an appointed deputy, the remaining Members present shall elect,
from amongst themselves, a Member to chair the meeting from those who would qualify under this
Charter to be appointed to that position;
l) Any Committee member shall have the right to submit items for inclusion on the agenda for a meeting;
m) Members shall declare any actual or potential conflict of interest concerning participation in the
Committee regarding specific agenda items at the start of each meeting.

15
4. COMMITTEE'S REPORT
a) The committee chairman shall submit a report to the Board on any critical issue and shall, upon
consultation with the Chairman of the Board, determine the items to be included in the Board meeting
agenda, in addition to any subjects not falling within the competence of other committees;
b) The Committee submits its approved minutes regularly to the Board of Directors;
c) The Cybersecurity Committee shall submit an annual report to the Board of Directors that shall include
the following:
1. Composition and responsibilities of the Committee.
2. Number of meetings held during the year and the number of meetings attended by each
Member.
3. An overview of the WISC's cybersecurity risk landscape, recent incidents, and compliance status.
4. Update on cybersecurity strategy, resource allocation, third-party risk management, employee
training, emerging technologies, and KPIs.
5. Summarize recommendations and action items to enhance cybersecurity resilience.

5. COMMITTEE'S METHODOLOGY
a) The Committee is responsible for creating a yearly plan that outlines the tasks it will perform in the
upcoming year. This plan should include work programs calculating the estimated cost and time needed
to complete each task. The plan must be submitted to the Board of Directors for approval;
b) The Committee should receive all relevant data, information, reports, records, correspondence, or any
other necessary material from the Board of Directors and the Executive Management. They should take
the required actions to facilitate the Committee's tasks without any limitations;
c) The Committee is authorized to collaborate with other board committees, when deemed necessary, to
enhance the efficiency and productivity of their respective tasks;
d) The Committee can request detailed data and information from the executive management to better
carry out its tasks, including reports on executive performance, remuneration benchmarking, industry
trends, and legal and regulatory updates;
e) Communication between the Committee and other committees should be clear to ensure a common
understanding of each Committee's responsibilities;
f) The Committee may engage external consultants, such as remuneration experts or executive search
firms, to provide independent advice and assistance in areas such as executive remuneration
benchmarking, market trends, and best practices;
g) An annual self-assessment is conducted to review the terms of reference and responsibilities of the
Committee, as well as the duties and obligations of its members. The purpose of this assessment is to
ensure the full implementation of all responsibilities outlined in this regulation;
h) Members shall receive induction training on the mandate of the Committee to keep them up-to-date
with the WISC's business objectives for the members to discharge their responsibilities effectively;
i) The Committee should collaborate closely with senior management, including the Chief Information
Security Officer (CISO) or equivalent, to ensure effective communication, alignment of objectives, and
implementation of cybersecurity initiatives.
j) The Committee shall formulate a succession plan, subject to the approval of the Board.

16
6. REMUNERATION
a) Any remuneration granted to the Members shall be in such form and amount as determined by the
General Assembly upon the recommendation of the Board, following the Applicable Law and best
industry practices;
b) A member of the Committee shall be entitled to an allowance for attending the Committee's sessions for
each meeting and an annual remuneration for the Member, which shall be calculated as of the date of
the approval of the Board to join the Member, and the attendance allowance shall apply if the meeting
is held remotely through the use of modern visual or audio means of communication or any other
electronic method;
c) The Secretary of the Committee shall be entitled to an annual remuneration and attendance allowance
for each meeting of the Committee;
d) The remuneration and attendance session allowance is calculated according to the remuneration policy
approved by the General Assembly.
e) The remuneration of the members of the Committee shall be disclosed in the annual report of the Board
of Directors of the General Assembly, and the report of the Board of Directors to the Ordinary General
Assembly shall include a comprehensive statement of all remuneration, expense allowance and other
benefits received by the Member during the fiscal year.

***

17

You might also like