Navigate Up
Sign In
With you for better health
Bupa
Call us on 800 116 0500

Corporate Governance

zoom in text | zoom out text
Bookmark and Share
On this page you can read about when Bupa Arabia was founded and what we stand for. It also includes a comprehensive corporate overview of the way we do business. If you have any questions or comments, please contact us.

Our vision

"Taking care of the lives in our hands"

Our values

Passionate, Caring, Open, Authentic, Accountable, Courageous, Extraordinary.

Our mission

"To be the health and care leader in Saudi Arabia by taking care of the lives in our hands"

Our promise

"Your healthcare partner, providing expertise for life"

Historical Overview

Bupa Arabia for Cooperative Insurance Company ("Bupa Arabia Company" or the "Company") (Saudi Shareholding Company) was incorporated in Jeddah, Kingdom of Saudi Arabia under Council of Ministers Resolution No. 279, dated Shaaban 28, 1428H, corresponding September 10, 2007 and Royal Decree No.: R/74, dated Shaaban 29, 1428H, corresponding September 11,2007G.

Initial public offering during 2008

Initial listing Capital (Saudi Riyals)  SR 400,000,000 (four hundred million Saudi Riyals)
Initial listing Number of Shares  40,000,000 (forty million) shares
 Nominal Value  SR 10 (ten Saudi Riyals)
Initial listing Number of Founders' Shares  24,000,000 (twenty four million) shares
Injtial listing total value of Founders' Shares  SR 240,000,000 (two hundred forty million Saudi Riyals)
Initial listing proportion of Founders' Shares from Capital  60%
Initial listing number of Shares Offered to the Public  16,000,000 (sixteen million) shares
Nominal Value of the Public's Shares  SR 10 (ten Saudi Riyals)
 Initial listing total Value of the Public's Shares  SR 160,000,000 (one hundred sixty million Saudi Riyals)
Initial listing percentage of Public Shares from Capital 40%


Share Capital Increase through Bonus Shares issue during 2015

Extraordinary General Assembly meeting approval by the public shareholders 7th December 2015
Date of Capital Increase on Tadawul 8th December 2015
Bonus Shares Issued for Capital Increase  40,000,000 (forty million) shares
Retained Income Reserves utilised SR 400,000,000 (four hundred million Saudi Riyals)


Current Capital (Saudi Riyals)

 Current Capital (Saudi Riyals) SR 800,000,000 (eight hundred million Saudi Riyals)
Current Number of Shares 80,000,000 (eighty million) shares
Nominal Value SR 10 (ten Saudi Riyals)


Overview of the Company's Business

The Company's activities include carrying out the business of cooperative health insurance, medical, health and care activities and all that is related to such works, including reinsurance, agencies, representation and brokerage. Bupa Arabia Company shall carry out all the works necessary for achieving its objectives in the field of cooperative insurance or investment of its money.

Bupa Arabia Company seeks to have the pioneering position within the health insurance services provision sector in the Kingdom of Saudi Arabia. The Company works on verifying that its products are in compliance with the relevant supervisory authorities in relation to the health insurance programs provided thereby. It also gives its clients the opportunity to select from a wide network of health care service providers to achieve the highest levels of service.

With the increasing demand on health insurance covering residents and Saudis working in the private sector in the Kingdom, Bupa Arabia shall work to achieve the highest rates of growth in order to maximise its profitability through developing its operations and increasing its capacity in order to deliver the highest quality of service to attract and retain customers.

Chapter One

Article (1)

Preamble & Definition of Corporate Governance

Corporate Governance is considered one of the most important subjects for all local and international companies; the recent financial crisis undergone by the western world economies has set the stage for Corporate Governance to be a top priority.

The regulations and rules of Corporate Governance focus on minimising the use of management authority in aspects other than the interests of shareholders. It activates the role of the Board of Directors, enhances internal control, follows up on the implementation of strategies, and determines the roles and responsibility of shareholders, the Board of Directors, executive management and stakeholders, as well as confirming the importance of transparency and disclosure.

Corporate Governance is a system through which the rights and responsibilities of different parties are determined, such as the Board of Directors, managers, shareholders and other stakeholders in the Company. Corporate Governance is also defined as a function of relations between the Company's management, Board of Directors, shareholders and all concerned parties; it is the structure through which the Company's objectives are determined, performance and results are monitored successfully as a result of controlled authority. It is also the system through which all the necessary incentives are provided to the Board of Directors and senior executive management in their pursuit of achieving the agreed upon objectives for serving the best interests of the Company and its shareholders in an efficient and effective manner.

Therefore, Bupa Arabia Company, as represented by its Board of Directors and executive management, is committed to develop the highest professional standards in the Company complying with the norms and principles hereof and shall apply to all the business of the Company.

This Regulation also includes the guiding provisions issued by the Saudi Arabian Monetary Agency regarding Corporate Governance and Company Management, as well as the provisions and rules of Corporate Governance issued by the Saudi Capital Market Authority.

This Regulation guarantees achieving and applying the following administrative Corporate Governance principles:
  • Protection of shareholders rights
  • Disclosure and transparency
  • Responsibilities of Board of Directors
  • Conflict of Interest
  • Social Responsibility

Article (2)

Effective Date

This Regulation shall be effective as of the date it is approved by the Board of Directors. It shall be revised by the Audit Committee three years after the date of its approval. The Internal Audit Department and

Article (3)

References

  • Executive Regulation of Cooperative Insurance Companies Control System issued by Saudi Arabian Monetary Agency.
  • Capital Market Law and the Regulations Corporate Governance issued by the Capital Market Authority (Regulation of Corporate Governance in the Kingdom of Saudi Arabia, November 2006) and the relevant rules and regulations.
  • By laws of Bupa Arabia Company.
  • Companies Law issued by Royal Decree No. M/6, dated 22/03/1385H.

Article (4)

Definitions

Independent Member: A member of the Board of Directors who enjoys complete independence. By way of example, the following shall constitute an infringement of such independence:
  • He/she holds a controlling interest in Bupa Arabia Company or in any other company within that company's group.
  • He/she, during the preceding two years, has been a senior executive of Bupa Arabia Company or of any other company within that company's group.
  • He/she is a first-degree relative of any board member of Bupa Arabia Company or of any other company within that company's group.
  • He/she is first-degree relative of any of senior executives of Bupa Arabia Company or of any other company within that company's group.
  • He/she is a board member of any company within the group of Bupa Arabia Company which he/she is nominated to be a member of its board.
  • If he/she, during the preceding two years, has been an employee with an affiliate of the company or an affiliate of any company of its group, such as external auditors or main suppliers; or if he/she, during the preceding two years, had a controlling interest in any such party.

Non-executive director: a member of the Board of Directors who does not have a full-time management position at the company, or who does not receive monthly or yearly salary.

First-degree relatives: father, mother, spouse and children.

Stakeholders: any person who has an interest in the company, such as shareholders, employees, creditors, customers, suppliers, the community.

Minority Shareholders: those shareholders who represent a class of shareholders that does not control the company and hence they are unable to influence the company.

Article (5)

Importance of Corporate Governance

The provisions of the Corporate Governance Regulations, issued by the Capital Market Authority, aimed at ensuring compliance of the listed shareholding companies' boards with the best practices and norms for Corporate Governance methods guaranteeing protection of rights of shareholders, stakeholders and rights of parties relevant to the business of the companies.

The importance of administrative governance lies in several aspects, namely:
  • It helps the company to create a proper work environment, assisting it to achieve better performance with the availability of good management.
  • It protects the rights of shareholders, protects investments against being exposed to loss because of misuse of administrative powers in aspects other than the best interest of investors, and maximises the revenues of investment and rights of shareholders.
  • It raises the level of disclosure and transparency and activates the role of shareholders in participating in making the main decisions related to the management of the company and getting to know all that is related to their investments.
  • It builds a close powerful relationship between the company's management, its staff and stakeholders; a prudent approach to governance which enhances the trust level of all the transacting parties to contribute to improving the level of the company's performance and achieving its strategic objectives.
  • The governance administration is concerned with organising the relationship between the Board of Directors and committees affiliated thereto; it determines the roles and responsibilities of the following committees.
  • Audit Committee.
  • Executive Committee.
  • Nomination & Remuneration Committee.
  • Investment Committee.
  • Risks & Compliance Committee.

In addition, the Company's Corporate Governance Department is concerned with organising the ordinary and extraordinary general assembly held by the company and confirms that its procedures are proper according to this regulation

Chapter Two

Article (6)

Shareholders' Rights and General Assembly

Introduction

Bupa Arabia Company is committed to protect and safeguard all the rights of shareholders. It shall also be committed to inform the Capital Market Authority and shareholders of all the essential developments through continuous disclosure, annual financial statements and periodical reports according to the policies and procedures of the Company in relation to disclosure and in such manner compatible with the Capital Market Authority Law.

Article (7)

General Rights of Shareholders

Shareholders of Bupa Arabia Company shall be entitled to all rights attached to the share, in particular, the right to a share of the distributable profits, the right to a share of the company's assets upon liquidation, the right to attend the General Assembly and participate in deliberations and vote on relevant decisions, the right of disposition with respect to shares, the right to supervise the Board of Directors' activities, and file responsibility claims against Board members, the right to inquire and have access to information without prejudice to the company's interests and in a manner that does not contradict the Capital Market Law and the Implementing Rules.

Article (8)

Facilitation of Shareholders' Exercise of their Rights and their Access to Information

  • The Board of Directors of Bupa Arabia Company shall seek to support minority shareholders and other shareholders through encouraging them to participate and attend ordinary and extraordinary general assemblies and through facilitating all the means and communication channels for dialogue with shareholders and replying to their inquiries on a constant basis.
  • The Articles of Association of Bupa Arabia Company and its by-laws shall specify the procedures and precautions that are necessary for the shareholders' exercise of all their lawful rights related to the shares.
  • Bupa Arabia Company shall provide all information which enables shareholders to properly exercise their rights, and such information shall be comprehensive and accurate. It must be provided and updated regularly and within the prescribed times. The most effective means in communicating with shareholders shall be used. Bupa Arabia Company shall confirm that no discrepancy shall be exercised with respect to shareholders in relation to providing information.

Article (9)

General Assembly Meeting and Rights of Shareholders

  • An Ordinary General Assembly of Shareholders shall convene at least once a year within the six months following the end of the Company's financial year. Other general assemblies may be called to convene whenever needed, such assembly shall be concerned with all the issues related to the Company and the agenda prepared by the Board of Directors shall be discussed therein.
  • The General Assembly shall convene by request of the Board of Directors. The Board of Directors shall invite a General Assembly to convene pursuant to a request of the auditor or a number of shareholders whose shareholdings represent at least 5% of the equity share capital. The invitation for the meeting shall be published in the official newspaper (Um Al-Qura) and in a daily newspaper distributed in the Company's headquarters at least 20 days prior to the date of the meeting. The invitation for meeting shall include the agenda and a copy of the invitation and agenda shall be sent to the General Administration of Companies in the Ministry of Commerce within the period determined for publishing.
  • Date, place, and agenda of the General Assembly shall be published in the Saudi Exchange's website (Tadawul) and the Company's website. The latest technology means shall be used in communicating with shareholders.
  • Bupa Arabia Company shall allow shareholders the opportunity to effectively participate and vote in the General Assembly meetings; it shall also inform them about the rules governing the meetings and the voting procedures.
  • Bupa Arabia Company shall make its arrangements to facilitate the participation of the greatest number of shareholders in the General Assembly, including, inter alia, determination of the appropriate place and time.
  • In preparing the General Assembly's agenda, matters shareholders require to be listed in that agenda shall be taken into consideration; shareholders holding not less than 5% of the company's shares shall be entitled to add one or more items to the agenda upon its preparation.
  • Shareholders of Bupa Arabia Company shall be entitled to discuss matters listed in the agenda of the General Assembly and raise relevant questions to the Board members and to the external auditor. The Board of Directors or the external auditor shall answer the questions raised by shareholders in a manner that does not prejudice the Company's interest.
  • The Company shall ensure that matters presented to the General Assembly shall be accompanied by sufficient information to enable shareholders to make decisions.
  • Bupa Arabia Company shall enable its shareholders to peruse the minutes of the General Assembly; the Capital Market Authority shall be provided with a copy of those minutes within ten days of the convening date of any such meeting.
  • Upon the end of the General Assembly meeting, the Exchange shall be immediately informed of the results of the General Assembly.

Article (10)

Voting Rights

  • Voting on the General Assembly's resolutions is deemed to be a fundamental right of the shareholders of Bupa Arabia Company, which shall not, in any way, be denied. Bupa Arabia Company shall avoid taking any action which might hamper the use of the voting right and shall afford a shareholder all possible assistance as may facilitate the exercise of such right.
  • Regarding voting on Assembly and voting for Board of Director Members, the company implements article (34) of its Bylaws: "The Company counts the votes in the established assembly and the General ordinary assembly and the extraordinary assembly based on a vote for each share".
  • A shareholder may, in writing, appoint any other shareholder who is not a Board member and who is not an employee of the Company to attend the General Assembly on his/her behalf.
  • Investors who are judicial persons and who act on behalf of others – e.g. investment funds – shall disclose in their annual reports their voting policies, actual voting in their annual reports, and ways of dealing with any material conflict of interests that may affect the practice of the fundamental rights in relation to their investments.

Article (11)

Dividends Rights of Shareholders

  • The Board of Directors shall lay down a clear policy regarding dividends, in a manner that may realise the interests of shareholders and those of the Company. Shareholders shall have access to this policy during the General Assembly and reference thereto shall be made in the report of the Board of Directors.
  • The General Assembly shall approve the dividends proposed to be distributed and the date of distribution. These dividends, whether they be in cash or bonus shares shall be given, as of right, to the shareholders who are listed in the records kept at the Securities Depository Centre as they appear at the end of trading session on the day on which the General Assembly is convened.

Chapter Three

Disclosure & Transparency

Article (12)

Policies and Procedures Related to Disclosure

The Board of Directors shall lay down clear policy, procedures and supervisory regulations related to disclosure, including adherence and compliance with disclosure of important developments where the Company shall inform the concerned authorities (Capital Market Authority, Saudi Arabian Monetary Agency and shareholders) upon the occurrence of any essential changes.

Article (13)

Disclosure in the Board of Directors' Report

The report of the Board of Directors, which includes the annual financial statements of the Company, shall also include the following:
  • The implemented provisions of the Corporate Governance Regulations as well as the provisions which have not been implemented, and the justifications for not implementing them.
  • Names of any joint stock company or companies in which the Company Board of Directors member acts as a member of its board of directors.
  • Formation of the Board of Directors and classification of its members as follows: executive Board member, non-executive Board member, or independent Board member.
  • A brief description of the jurisdictions and duties of the Board's main committees, such as the Audit Committee and the Nomination and Remuneration Committee, indicating their names, names of their chairmen, names of their members, and the number of their respective meetings.
  • Details of compensation and remuneration paid to each of the following:
    • The members of the Board of Directors.
    • The top five executives who have received the highest compensation and remuneration from the Company. The Chief Executive Officer and the Chief Finance Officer shall be included if they are not within the top five.
    • Any punishment or penalty or preventive restriction imposed on the Company by the Capital Market Authority or any other supervisory, regulatory or judiciary body.
    • Results of the annual audit of the effectiveness of the internal control procedures of the company.

Article (14)

Requirements to be Disclosed by Board Members
  • Financial information shall be disclosed under the Capital Market Authority's regulation, such as quarterly and annual financial reports, including financial statements (statement of financial position, income statement, statement of cash flows and statement of shareholders' rights).
  • Information related to the Board members, executive management and major shareholders shall be disclosed.
  • Issue the Board of Directors' annual report, including a presentation of the Company's operations for the past year.
  • Main developments in the Company's business, being unavailable for shareholders and affecting the Company's assets and its financial position, shall be disclosed and an evaluation shall be laid down for such future developments and prospects.
  • Any other requirements requested by the Capital Market Authority shall be disclosed.
  • Board members shall disclose to the Board all the cases that give rise to conflict of interest in their capacities as Company's Board members and partners in the operations implemented by the Company.
  • The Board of Directors shall adhere to all the requirements of disclosure laid down by the relevant bodies and submit all the relevant reports.
  • The Board of Directors shall disclose very transparently and clearly to the relevant bodies, shareholders and stakeholders the Company's financial performance.

Article (15)

Conflict of Interest within the Board

  • A Board member shall not, without prior authorisation from the General Assembly, to be renewed each year, have any interest (whether directly or indirectly) in the Company's business and contracts. The activities and contracts to be performed through general biddings shall constitute an exception where a Board member is the best bidder.
  • A Board member shall disclose to the Board of Directors any personal interest he/she may have in the business and contracts that are completed for the company's account. Such disclosure shall be entered in the minutes of the meeting. A Board member who is an interested party shall not be entitled to vote on the resolution to be adopted in this regard. The Chairman of the Board of Directors shall notify the General Assembly, when convened, of the situation and shall attach to such notification a special report prepared by the Company's auditors.
  • A Board member shall not, without prior authorisation of the General Assembly, to be renewed annually, participate in any activity which may likely compete with the activities of the Company, or trade in any branch of the activities carried on by the Company.
  • The Company shall not grant cash loan whatsoever to any of its Board members or render guarantee in respect of any loan entered into by a Board member with third parties.

Chapter Four

Board of Directors

Introduction

Bupa Arabia Company shall be managed by a Board of Directors consisting of a group of members having high professional expertise and competencies able to take the lead of the Company where the Board shall determine the system and policies of the Company, its strategic objectives and strategies, taking into account the Company's success and survival as the top priority objectives.

Article (16)

Terms and Conditions of Board Membership

Bupa Arabia Company shall comply with the terms and conditions provided for by the concerned authorities regarding the appointment or nomination of Board members, and such terms and conditions include the following:
  • The Company's Board member and Company's executive director shall be honest and knowledgeable about the financial and insurance affairs necessary for performing its tasks and functions in the best possible manner.
  • The Board member shall not be a board member of another insurance and/or reinsurance company.
  • In no way may any person, except under prior written approval from the Saudi Arabian Monetary Agency, be nominated for the Board membership if he/she has held the same position in a liquidated company or was removed from such position in another company.
  • The Company shall confirm that official procedures for appointing a Board member are proper and transparent.

The following shall constitute an infringement of a Board member's independence

  • He/she holds a controlling interest in Bupa Arabia Company or in any other company within that company's group.
  • He/she, during the preceding two years, has been a senior executive of the Company or of any other company within that company's group.
  • He/she is a first-degree relative of any Board member of the Company or of any other company within that company's group.
  • He/she is first-degree relative of any of senior executives of the Company or of any other company within that company's group.
  • He/she is a board member of any company within the group of the company which he is nominated to be a member of its board.
  • If he/she, during the preceding two years, has been an employee with an affiliate of the company or an affiliate of any company of its group, such as external auditors or main suppliers; or if he/she, during the preceding two years, had a controlling interest in any such party.

Article (17)

Main Functions of the Board of Directors

  • Bupa Arabia Company's Board shall approve the strategic plans and main objectives of the Company and supervise their implementation. This includes:
    • Laying down a comprehensive strategy for the Company, the main work plans and the policy related to risk management, with continuous reviewing and updating of the above.
    • Determining the most appropriate capital structure of the Company, its strategies and financial objectives and approving its annual budgets.
    • Supervising the main capital expenses of the company and acquisition/disposal of assets.
    • Deciding the performance objectives to be achieved and supervising the implementation thereof and the overall performance of the Company.
  • Lay down rules for internal control systems and for supervising them. This includes:
    • Developing a written policy that would regulate conflict of interest and remedy any possible cases of conflict by members of the Board of Directors, executive management and shareholders. This includes misuse of the company's assets and facilities and the arbitrary disposition resulting from dealings with the related parties.
    • Ensuring the integrity of the financial and accounting procedures, including procedures related to the preparation of the financial reports.
    • Laying down proper supervisory regulations aimed at preventing internal profiteering.
    • Ensuring that the Company complies with the control rules and regulations of cooperative insurance companies.
    • Ensuring the implementation of control procedures appropriate for risk management by forecasting the risks that the Company could encounter and disclosing them with transparency.
    • Reviewing annually the effectiveness of the internal control systems.
  • Monitoring the effectiveness of the Company's Corporate Governance Regulations – to the extent it does not contradict the provisions of Corporate Governance provisions issued by the Capital Market Authority, and supervising in general the effectiveness of the Code and amending it whenever necessary.
  • D) Laying down specific and explicit policies, standards and procedures for the membership of the Board of Directors and implementing them after they have been approved by the General Assembly.
  • Laying down written codes, rules and regulations in relation to controlling restrictions on money laundering.
  • Laying down a specific and clear policy for distribution of dividends to shareholders in accordance with the Company's Articles of Association, related regulations and instructions.
  • Outlining a written policy that regulates the relationship with stakeholders with a view to protecting their respective rights; in particular, such a policy must cover the following:
    • Mechanisms for indemnifying the stakeholders in case of contravening their rights stated under the law and protected by their respective contracts.
    • Mechanisms for settlement of complaints or disputes that might arise between the company and the stakeholders.
    • Suitable mechanisms for maintaining good relationships with customers and suppliers and protecting the confidentiality of information related to them.
    • A code of conduct for the Company's executives and employees compatible with the proper professional and ethical standards, and regulating their relationship with the stakeholders. The Board of Directors lays down procedures for supervising this code and ensuring compliance therewith.
    • The Company's social contributions.
  • Deciding policies and procedures to ensure the Company's compliance with the laws and regulations and the Company's obligation to disclose material information to shareholders, creditors and other stakeholders.

Article (18)

Responsibilities of the Board

  • Without prejudice to the competences of the General Assembly, the Board of Directors of Bupa Arabia Company shall assume all the necessary powers for the Company's management. The ultimate responsibility for the Company rests with the Board even if it sets up committees or delegates some of its powers to a third party. The Board of Directors shall avoid issuing general or indefinite timelines for power of attorney.
  • The responsibilities of the Board of Directors must be clearly stated in the Company's Articles of Association.
  • The Board of Directors must carry out its duties in a responsible manner, in good faith, in seriousness and with due diligence. Its decisions should be based on sufficient information from the executive management, or from any other reliable source.
  • The Board of Directors shall monitor and evaluate the aggregate performance of the Company in all its departments.
  • The Board of Directors shall ensure that the members of the Board of Directors shall represent the Company and all shareholders; the member shall undertake to carry out whatever may be in the general interest of the Company, but not the interests of the group he/she represents or that which voted in favour of his/her appointment to the Board of Directors.
  • The Board of Directors shall determine the powers to be delegated to the executive management and the procedures for taking any action and the term of such delegation. It shall also determine matters reserved for decision by the Board of Directors. The executive management shall submit to the Board of Directors periodic reports on the exercise of the delegated powers.
  • The Board of Directors shall ensure that a procedure is laid down for orienting the new Board members of the company's business and, in particular, the financial and legal aspects, in addition to their training, where necessary.
  • The Board of Directors shall ensure that sufficient information about the company is made available to all members of the Board of Directors, generally, and, in particular, to the non-executive members, to enable them to discharge their duties and responsibilities in an effective manner.
  • The Board of Directors shall not be entitled to enter into loans which spans more than three years, and shall not sell or mortgage real estate of the Company, or discharge the Company's debtors, unless it is authorised to do so by the Company's Bylaws. In a case where the Company's Bylaws includes no provisions to this respect, the Board should not act without the approval of the General Assembly, unless such acts fall within the normal scope of the Company's business.
  • The Board of Directors shall lay down rules and regulations regarding supervisory restrictions on money laundering.

Article (19)

Formation of Board

With respect to the formation of the Board of Directors, the Company shall be committed to the following:
  • The Company's management shall be assumed by a Board consisting of eight Board members to be appointed by the Ordinary General Assembly for a term not exceeding three years. This appointment shall not prejudice the right of the legal person in replacing the person representing it in the Board. An exception of the same shall be the appointment of the first Board of Directors for three years as of the date of the passing of the Council of Ministers' decree and Royal decree regarding the declaration of Company's incorporation.
  • Ensuring that the Company's Board members are not members of any other insurance or reinsurance company.
  • The Company's Board membership shall not be held by more than five joint stock companies at the same time.
  • Ensuring that the majority of Board members are non-executive members.
  • It is prohibited to conjoin the position of the Chairman of the Board of Directors with any other executive position in the company, such as the managing director or the Chief Executive Officer (CEO) or the general manager.
  • The independent members of the Board of Directors shall not be fewer than two members, or one-third of the members, whichever is greater.
  • The Bylaws of the company shall specify the manner in which membership of the Board of Directors terminates. At all times, the General Assembly may dismiss all or any of the members of the Board of Directors even though the Bylaws provide otherwise.
  • On termination of membership of a Board member in any of the ways of termination, the company shall promptly notify the Capital Market Authority and shall specify the reasons for such termination. The Board of Directors shall temporarily appoint a member to hold the vacant position, provided that such appointment shall be presented to the Ordinary General Assembly in its first meeting and the new member shall complete the term of its predecessor.
  • A Board member may not, without authorisation from the Ordinary General Assembly, to be renewed every year, participate in any work competing the Company or trade in one of the branches of business carried on thereby; otherwise, the Company may request compensation from such member or consider the operation conducted by such member for the respective account of such member as having been conducted for the Company's own account.
  • A person having a legal status, who shall have the right according to the Company's Bylaws to appoint representatives for him/herself in the Board of Directors, shall not have the right to vote for the selection of other members of the Board of Directors.
  • No person may conjoin between the position of the Company's Board Chairman and the CEO.

Article (20)

Remuneration and Indemnification of Board Members

In consideration of his services, the chairman in the Company shall receive a fixed remuneration of SAR180,000, while the other Board members shall each receive a fixed remuneration of SAR120,000, provided that the aggregate remuneration of the Board of Directors shall not exceed 5% of the Company's annual net profits.


Article (21)

Board Meetings & Agenda

  • The Board members shall allocate sufficient time to assume their responsibilities, including preparation for the Board meetings, temporary and permanent committees, and show a keen interest for attending the same.
  • The Board of Directors shall hold regular ordinary meetings by an invitation made by the Chairman. The Chairman shall call the Board of Directors to hold an emergency meeting, whenever the same is required, in writing, by two members.
  • The Board meeting shall not be considered valid unless attended by two thirds of the members whether personally or by means of authorisation, provided that the number of members attending personally shall be at least four members. The member may authorise another member to attend the Board meetings and vote therein.
  • The Board shall appoint a secretary, having the following functions:
    • Correspondence and dates of Board meetings.
    • Documenting the Board meetings and minutes, including deliberations, discussions, voting therein for making decisions, and keeping the same for ease of reference when needed.
    • Distributing meeting minutes to the Board members and the same, this shall be within ten days of the date of holding the meeting.
  • The Board Chairman should consult with other members and the Managing Director when preparing an agenda specifying the issues to be presented to the Board. The agenda shall be sent accompanied by documents to the members with sufficient time prior to the meeting so that the members shall have the opportunity to study the issues and get well-prepared for the meeting. The Board of Directors shall approve the agenda when the meeting is in progress and if a member objects to such agenda, the details of such objection shall be stated in the meeting minutes.

  • Chapter Five

    Article (22)

    Board Committees & their Independence

    • The Board shall constitute a proper number of committees according to the Company's need and circumstances so that the Board can effectively perform its functions.
    • The formation of sub committees subordinate to the Board of Directors shall be according to general procedures laid down by the Board, indicating the duties, the duration and the powers of each committee, and the manner in which the Board monitors its activities. The committee shall notify the Board of its activities, findings or decisions with complete transparency. The Board shall periodically pursue the activities of such committees so as to ensure that the activities entrusted to those committees are duly performed.
    • The Board shall approve the by-laws of all committees of the Board, including, inter alia, the Audit Committee, the Nomination and Remuneration Committee, the Investment Committee, the Risks & Compliance Committee and the Executive Committee.
    • The Board shall appoint a sufficient number of the non-executive members of the Board of Directors to committees that are concerned with activities that might involve a conflict of interest, such as ensuring the integrity of the financial and non-financial reports, reviewing the deals concluded by related parties, nomination to membership of the Board, appointment of executive directors, and determination of remuneration.
    • Each committee shall have its own organising regulations, provided that the same shall be in accordance with the applicable Corporate Governance Regulations, the Company's Bylaws and the Law on Supervision of Cooperative Insurance Companies. The organising regulations shall determine the committees' mission, responsibilities, and conditions of their memberships, structure, operations and administrative relationships with the Board.
    • The Board shall take into consideration, when appointing committees, the competency and experience of the member enabling him/her to discuss the issues presented in such committees.
    • The committees shall prepare their meeting minutes, including deliberations and discussions wherein proposed recommendations were made for the Board.
    • The Board shall periodically follow up the work of such committees to ensure they carry out the works assigned thereto.
    • The Board shall determine the works, powers and responsibilities of such committees to act on behalf thereof in some aspects. Such powers and responsibilities shall be periodically revised.

    Chapter Six

    Article (23)

    Social Responsibility

    Bupa Arabia is a service oriented, socially aware and responsible entity of Saudi Arabia. We believe in the interdependency of a successful business and a healthy society. We define and desire success in its holistic sense. As a publicly listed company with commercial strength underpinned by customer championship, we are committed to sustained improvement in social responsibility and activity, ethical business practices, transparency towards public and shareholders and a continuous endeavour to bring innovative health and care solutions to our country. ​​​​​
    ​​​​​​
    • Testimonials
      "Over the years, only one company has earned our trust for world-class health care in the Kingdom – and that’s Bupa."
      Mohsen Alzahrani, E&G.
    • Become an Investor
      Bupa Arabia Company seeks to have the pioneering position within the health insurance services provision sector.
      ​​​​
    E - SEHATY Newsletter
    For Tebtom Program
    800 440 4040
    Customer Service
    800 244 0307
    Sales
    800 1160 500