Tabreed's corporate governance system is well developed, adopts local and international best practice and meets all relevant requirements of UAE legislation on corporate governance, including the Federal Decree by Law concerning Commercial Companies No. 32 of 2021 (as amended) and Decision 3/2020. Decision 3/2020 applies to Tabreed's listing on the Dubai Financial Market ("DFM"). The SCA supervises, controls and verifies Tabreed's compliance with Decision 3/2020.2. Compliance with regulations [...] The General Assembly Meeting is the highest decision-making body in the Company and is the forum in which shareholders exercise their right to decide on the Company's direction. The Annual General Assembly Meeting ("AGA") is convened once a year to carry out tasks such as adopting the Board of Directors' report and the annual and consolidated accounts, discharging the members of the Board of Directors and the auditors from liability and deciding how the profit of the past financial year is to be allocated. [...] The shareholders are the ultimate decision-makers in respect of the direction of the Company as the shareholders are responsible for appointing the Board of Directors at the AGA of the Company, each such appointment being for a term of three years. The shareholders present at the AGA also elect the auditors who in turn report on their scrutiny to the AGA. [...] The following sections summarize how the Company has applied the principles of Decision 3/2020 and its compliance with these principles.3. Corporate governance structure [...] The Board is empowered to establish Board committees and to delegate powers to such committees as necessary or appropriate. The Board reviews and delegates certain functions to well-structured committees but without abdicating its own responsibilities. [...] Tabreed's Board has constituted four committees and implemented charters that define the obligations, duration and authority of each committee and these committees are regularly monitored by the Board regarding their performance and commitment. These committees are: - Audit Committee; - Nomination and Remuneration Committee; - Finance Committee; and - Projects Committee [...] The Audit Committee and the Nomination and Remuneration Committee are mandated by Decision 3/2020. The Finance Committee and the Projects Committee have been established by the Board of Directors as additional committees to facilitate the business requirements of the Company. [...] The Nomination and Remuneration Committee assists the Board in discharging its responsibilities in relation to qualifications, compensation, appointment and succession of the Company's directors and key management personnel. The Committee oversees the Company's nomination process for the Board of Directors and continuously monitors the independence of the independent members of the Board (see Section 8 for further detail on the Nomination and Remuneration Committee). [...] The role of the Finance Committee is to assist the Board in monitoring and reviewing: a) the economics and financial returns of investments and commitments, b) debt and equity financing transactions; and c) financial risk management programs of the Company (see Section 9.1. for further detail on the Finance Committee). [...] The role of the Projects Committee is to assist the Board and management in the successful tendering and execution of projects, management of project related contracts, procurement processes, health/safety and the environment, or any other matter that may be critical for the efficient, safe and reliable operation of the Company's projects and existing assets (see Section 9.2. for further detail on the Projects Committee). [...] Pursuant to the requirements laid down in Decision 3/2020, Tabreed formed the Insider Information and Dealings Committee that regulates transactions and holdings of Tabreed shares by Board members and employees of Tabreed. The Insider Information and Dealings Policy was approved by the Board on 22 February 2017. Following approval by the Board of the policy, the Insider Information and Dealings Committee operated in accordance with the approved policy. [...] The following table shows the Committee members during 2022:10. Insider Information and Dealings Committee [...] Member Date of appointment Role Hamish Jooste From 2017 till May 2022 Chairman Sean Magee May 2022 Chairman Mousa Sajwani February 2020 Member Richard Rose From 2017 till Mar 2022 Member Salik Malik April 2022 Member [...] During 2022 the committee maintained insider lists for various price sensitive matters and operated in accordance with the Market Conduct and Securities Trading Policy and the Insider Information and Dealings Policy. [...] Hamish Jooste was succeeded by Sean Magee as Chairman of the Insider Information and Dealings Committee in May 2022, who acknowledged their responsibility for the Insider Information and Dealings Committee system in Tabreed, review of its working mechanisms and ensuring its effectiveness. [...] Note: Committee members did not receive any fees for attending the meetings that serve the committee of which they are members.