Governance

Riyad Bank would not have achieved all the achievements it witnessed in the year 2020, despite all the unprecedented challenges it presented this year, had it not been for the perseverance and experience of the members of its committees and the wisdom of its leadership and foresight. The Bank’s Board of Directors and the various committees emanating from it, from the Executive Committee to the Audit Committee, the Risk Management Committee, the Nominations and Remuneration Committee and the Strategic Planning Group, worked to follow up all global and local events and their impact on the bank, its customers and its partners to ensure the protection of the assets and interests of all stakeholders . The committees recorded an ideal attendance in all their meetings, with attendance rates ranging between 97% and 100%. Riyad Bank's governance bodies will continue to devote their efforts in the coming years to achieve sustainable and responsible growth for the various sectors of the bank and its beneficiaries.

Members of the Board of Directors and its committees

The Bank’s Board of Directors

The Bank is managed by a board of directors consisting of ten members, elected by the general assembly every three years. The Board of Directors in its current term includes five independent members and five non-executive members, according to the definitions contained in Article 1 of the Corporate Governance Regulations issued by the Capital Market Authority. The Board of Directors conducted seven meetings during the year 2020, and the attendance rate of the meetings, was (in person) 98.57% but reached 100%, taking into account those who attended by proxy.

Composition of the Board of Directors and classification of its members

Member’s name	Position Representation	Membership rating	Representation
1. Eng. Abdullah Mohammed Al-Issa	Chairman of Board of Directors	Non-executive	–
2. Eng. Mutaz Kusai AlAzzawi	Deputy Chairman of the Board	Independent	–
3. Ibrahim Hassan Sharbatly	Member of the Board of Directors	Independent	–
4. Jamal Abdul-Karim Al-Rammah	Member of the Board of Directors	Independent	–
5. Talal Ibrahim Al-Qudaibi	Member of the Board of Directors	Independent	–
6. Abdul-Rahman Amin Jawa	Member of the Board of Directors	Non-executive	Public Investment Fund
7. Mohammed Talal Al-Nahas	Member of the Board of Directors	Independent	Public Pension Agency
8. Mohammed Abdulaziz Al-Afaleq	Member of the Board of Directors	Non-executive	–
9. Mohammed Omair Al-Otaibi	Member of the Board of Directors	Non-executive	Public Investment Fund
10. Nader Ibrahim Al-Wehibi	Member of the Board of Directors	Non-executive	Hassana Investment Company

Board meetings in the year 2020

Attendance record of the Board Members, in person and by proxy, for the board meetings in 2020
Member name	2020.01.22	2020.03.25	2020.04.22	2020.06.17	2020.09.08	2020.11.01	2020.12.06
1. Eng. Abdullah Mohammed Al-Issa
2. Eng. Mutaz Kusai AlAzzawi
3. Ibrahim Hassan Sharbatly
4. Jamal Abdul-Karim Al-Rammah
5. Talal Ibrahim Al-Qudaibi
6. Abdul-Rahman Amin Jawa					Agency
7. Mohammed Talal Al-Nahas
8. Mohammed Abdulaziz Al-Afaleq
9. Mohammed Omair Al-Otaibi
10. Nader Ibrahim Al-Wehibi

Committees emanating from the Board of Directors

The Board of Directors of Riyad Bank delegates some of its duties to the main committees formed from the members of the Board, with the exception of the audit committee, includes in its composition in addition to two members of the Board, three members from outside the Board and the Nominations and Compensations Committee, includes in its composition in addition to three members from the Board, two members from outside the Board.

The following is an explanation of the main duties of the Bank's Board Committees.

1 - The Executive Committee

Main tasks and responsibilities

The Executive Committee exercises the credit, banking, financial and administrative powers in the bank that are granted by the Board of Directors. The Executive Committee in the bank consists of five members, and the number of meetings of the Committee during the year 2020 was twelve, and the attendance rate for the meetings was (in person) 98.3%, but reached 100%, taking into account those who attended by proxy.

Executive Committee meetings in the year 2020

Attendance record of the members of the Executive Committee, in person or by proxy, for the committee meetings in 2020
Member	Position	2020.01.21	2020.02.26	2020.04.01	2020.04.26	2020.06.10	2020.07.22	2020.07.27	2020.09.02	2020.10.14
1. Talal Ibrahim Al-Qudaibi	President
2. Abdul-Rahman Amin Jawa	Member							Agency
3. Eng. Mutaz Kusai AlAzzawi	Member
4. Mohammed Abdulaziz Al-Afaleq	Member
5. Nader Ibrahim Al-Wehibi	Member

Attendance record of the members of the members of the Executive Committee, in person or by proxy, for the committee meetings in 2020
Member	Position	2020.11.11	2020.11.23	2020.12.16
1. Talal Ibrahim Al-Qudaibi	President
2. Abdul-Rahman Amin Jawa	Member
3. Eng. Mutaz Kusai AlAzzawi	Member
4. Mohammed Abdulaziz Al-Afaleq	Member
5. Nader Ibrahim Al-Wehibi	Member

2 - Audit Committee

Main duties and responsibilities

The Audit Committee exercises supervisory oversight of the financial reporting processes, the processes related to compliance and compliance with the relevant laws and regulations, monitors the effectiveness and efficiency of the internal control system, recommends the selection of auditors, studies and reviews the interim and annual financial statements, and recommends them to the Board of Directors.

The Audit Committee in the bank consists of five members, of whom three are from outside the Board of Directors and they are Mr. Tareq Abdullah Al-Qaraawy, Dr. Abdul Raouf Sullaiman Banaja, and Mr. Abdul Aziz Abdullah Al-Duailej. The Audit Committee was formed by a decision from the General Assembly on 30 September 2019. The number of audit committee meetings during the year 2020 was nine, and the attendance rate was 97.7%.

Audit Committee meetings in the year 2020

Gentlemen attendance record of the Executive Committee members and the originality of the Agency for the meetings of the Committee in 2020
Members	Position	2020.01.22	2020.03.26	2020.04.21	2020.06.25	2020.07.21	2020.08.27	2020.09.28	2020.10.27	2020.12.28
1. Jamal Abdul-Karim Al-Rammah	President
2. Mohammed Omair Al-Otaibi	Member
3. Tareq Abdullah Al-Qaraawy	Member
4. AbdulRaouf Sullaiman Banaja	Member
5. Abdul Aziz Abdullah Al-Duailej	Member

3 - Risk Management Committee

Main duties and responsibilities

The Risk Management Committee assists the Board of Directors in carrying out its responsibilities by fully supervising the Bank's risk strategy, reviewing acceptable risk levels, making recommendations to the Board of Directors, and monitoring the executive management's commitment to the risk limits approved by the Board of Directors and their implementation. In this regard, it may review all aspects and types of the risks that the bank is exposed to, review the extent of the executive management’s commitment to the controls for managing these risks, and verify the adequacy of the measures taken to hedge them. The Risk Management Committee in the bank consists of three members, and the number of meetings of the Risk Management Committee during the year 2020 was six, and the attendance rate of the meetings was (in person) 100%.

Meetings of the Risk Management Committee in the year 2020

Gentlemen attendance record of members of the Risk Management Committee and the originality of the Agency for the meetings of the Committee in 2020
Members	Position	2020.02.26	2020.04.23	2020.05.11	2020.08.26	2020.11.18	2020.12.23
1. Mohammed Abdulaziz Al-Afaleq	President
2. Jamal Abdul-Karim Al-Rammah	Member
3. Mohammed Omair Al-Otaibi	Member

4 - Nomination and Remuneration Committee

Main duties and responsibilities

The Nomination and Remuneration Committee supports the Board of Directors with regard to the Board’s governance, proposes a remuneration policy for members of the Board of Directors, its committees, and senior management officials. It reviews and evaluates the adequacy and effectiveness of the remuneration, compensation and incentives policy on a regular basis to ensure that the set goals are achieved, assess the methods and methods of remuneration payment, and review the commitment Rewards policy according to the rules of the Central Bank of Saudi Arabia.

The Nominations and Compensations Committee also sets the nomination and selection policy for Board membership, and ensures that all members meet the statutory requirements for Board membership in accordance with the relevant regulations. The Committee consists of five members, including two members from outside the board of directors, namely Eng. Ahmad Mohammed Al-Faleh and Eng. Khalid Saleh Al-Turairi. The number of meetings of the Nominations and Compensations Committee during the year 2020 was six, and the attendance rate of the meetings (in person) was 100%.

Committee meetings of the Nomination and Remuneration in the year 2020

Gentlemen attendance record of members of the Nomination and Remuneration Committee in 2020
Members	Position	2020.02.05	2020.04.16	2020.05.31	2020.07.09	2020.10.05	2020.10.22
1. Eng. Mutaz Kusai AlAzzawi	President
2. Talal Ibrahim Al-Qudaibi	Member
3. Nader Ibrahim Al-Wehibi	Member
4. Eng. Ahmad Mohammed Al-Faleh	Member
5. Eng. Khalid Saleh Al-Turairi	Member

5 - Strategic Planning Group

Main duties and responsibilities

The Strategic Planning Group supervises the preparation of the bank’s strategic directions and follows up and evaluates the steps taken to achieve its objectives. It provides the necessary support to the Board of Directors on strategic planning processes and matters of strategic importance, including business development and expansion. The group is also responsible for monitoring the bank’s progress in achieving its long-term financial and strategic objectives. The group consists of five members, and the number of meetings of the Strategic Planning Group during the year 2020 was two, and the attendance rate of the meetings was (in person) 100%.

Meetings of the Strategic Planning Group in the year 2020

Gentlemen attendance record members of the Strategic Planning Group and the originality of the Agency for the meetings of the group in 2020
Members	Position	2020.04.08	2020.11.02
1. Eng. Abdullah Mohammed Al-Issa	President
2. Ibrahim Hassan Sharbatly	Member
3. Talal Ibrahim Al-Qudaibi	Member
4. Abdul-Rahman Amin Jawa	Member
5. Mohammed Talal Al-Nahas	Member

Qualifications and experiences of external committee members

Names of the members of the committees	Current jobs	Previous posts	Qualifications
Review Committee
1. Tareq Abdullah Al-Qaraawy	Member of the Audit Committee – Savola Group Member of the Audit Committee – Savola Food Company Board Member – Osoul and Bakheet Investment Company Board Member – Digital Innovations Company	Vice President – Compliance and Quality Assurance Building Development Company Member of the Audit Committee – Tabuk Fish Company Board Member, Chairman of the Executive Committee, and member of the Nomination and Remuneration Committee – Salama Insurance Company Founder and CEO – Iffaa Office for Management Consulting Regional Director – Corporate Banking Group – Bank Albilad Director of Strategy and Planning – Bank Albilad Private consulting Senior Relationship Manager – Corporate Banking – SABB Bank Director – Islamic Banking – Corporate Banking, SABB Bank Relationship Officer – Corporate Banking – The Saudi Investment Bank	Master in Accounting – George Washington University – United States of America Bachelor's degree in Accounting – King Saud University
2. Abdul Raouf Sullaiman Banaja	Member of the Audit Committee – Savola Group Member of the Audit Committee – Herfy Food Services Company Member of the Audit Committee - Kinan International Real Estate Development Company Member of the Audit Committee – Special Economic Zones and Cities Authority	Chairman of the Board of Directors – Building Proper Real Estate Fund Company Chairman – SEDCO Capital Flexible Saudi Equity Fund Chairman of the Board of Directors – SEDCO Capital REIT Fund Chairman of the Board of Directors – SEDCO Capital Real Estate Income Fund 1 Chairman of the Board of Directors – SEDCO Capital Real Estate Income Fund 2 Board Member – United Matbouli Group Member of the Audit Committee – Savola Food Company Board Member – National Commercial Bank Independent consultant Director of Corporate Finance Department – Alawwal Financial Services	PhD in Economics – University of California Masters in Economics – University of California – USA Bachelor's degree in Mathematics and Physics – University of Riyadh
		Senior Vice President and Member of the Executive Committee – Saudi Economic and Development Holding Company (SEDCO) Regional Director – Saudi Economic and Development Company SEDCO – Egypt Assistant General Manager – Director of International Banking, National Commercial Bank Regional Manager – Gulf International Bank – Middle East – Bahrain Advisor to the Deputy Governor – Saudi Arabian Monetary Agency Assistant General Manager – Corporate Banking – SABB Bank Credit Sector Manager – SABB Bank Economic Advisor – Ministry of Finance Assistant Professor – Head of Quantitative Analysis Department – King Saud University
3. Abdul Aziz Abdullah Al-Duailej	Chairman of the Board of Directors – Bin Laden International Holding Group Board Member – Taiba Holding Company CEO – Advanced Electronics Company Board Member – Enforcement and Liquidation Center Chairman of the Industrial Committee – Riyadh Chamber	Chairman of the Board of Directors – Trans Future Industrial Investment Company Chairman of the Board of Directors – First Middle East Real Estate Development Company – Dubai Chairman of the Board of Directors – Saudi Company for Advanced Industries Vice Chairman of the Board of Directors – Al Salam Aircraft Company Board Member – Rafal Real Estate Development Company Board Member – Thabat Real Estate Development Company Board Member – Oil Services Company Limited - Bahrain Board Member – First Construction Company Board Member – First International Company - Kuwait Board Member – Aayan Capital Financial Company Board Member – The First Real Estate Development Company Board Member – Saudi Fish Company Board Member – Deutsche Gulf Finance Board Member – Emaar Middle East Company Board Member – Saudi Printing and Packaging Company Board Member – Saudi Research and Publishing Company Board Member – Saudi Pipes Company Chairman of the Board of Directors – First Industrial Company - Egypt Managing Director and CEO – Saudi Printing and Packaging Company Managing Director and CEO – The First Real Estate Development Company CEO – Middle East Specialized Cables Company CEO – Edwan Chemical Industries Company	Bachelor's degree in Industrial Management - King Fahd University of Petroleum and Minerals
Nomination and Remuneration Committee
1. Ahmed Mohammed Al-Falih	Board Member - Herfy Food Services Co. Chairman of the Nomination and Remuneration Committee – Herfy Food Services Co. Board Member – Musa Abdul Aziz Al Mousa & Sons Member of the Board of Directors – United Company for technical work Member of the Board of Directors and Director General – the leading commercial representation company Member of the Board of Directors – Mohammed Saleh Al-Sultan Consulting professional Technical consulting, contractual arbitration	Member of the Board of Directors Advanced Seal Company Board Member – Aluminum Products Co. – Bako Member of the Board of Directors – Holding Facilities Company Member of the Board of Directors – Easy Transport Company Consultant – Facilities Marketing Company General Manager – Facilities Marketing Company President – Group of Companies Mashreq General Manager – Al-Mashreq Contracting Company General Manager – Olayan Food Services Company President – Tiné Company International Vice President – Riyadh International Corporation McDonald’s Vice President for Financial and Administrative Affairs – Saudi Company for operation and maintenance Engineer projects – Ministry of Health Project Engineer – Ibn Al-Bitar Company (SABIC)	Bachelor 's degree in Civil Engineering – King Fahd University of Petroleum and Minerals
2. Eng. Khalid Saleh Al-Turairi	General Manager of Special Projects - Human Resources - Saudi Basic Industries Corporation (SABIC)	Board Member – Hadeed Company (SABIC) Board Member – National Entrepreneurship Institute General Manager of Learning and Development – Human Resources – Saudi Basic Industries Corporation (SABIC) General Manager Benefits and Compensation – Human Resources – Saudi Basic Industries Corporation (SABIC) General Manager, Middle East – Human Resources – Saudi Basic Industries Corporation (SABIC) General Manager Personnel Services – Human Resources – Saudi Basic Industries Corporation (SABIC) General Manager of Information Technology – Saudi Basic Industries Corporation (SABIC)	Bachelor's degree in Computer Science and Engineering – King Fahd University of Petroleum and Minerals

Evaluating the performance of the Board of Directors and its committees

The Board of Directors uses an external party to evaluate the performance of the Board and its committees, through the participation of members in extensive and comprehensive questionnaires based on international best practices in governance in order to identify strengths and weaknesses to enhance the effectiveness of the performance of the Board of Directors and its committees.

Actions taken by the Board of Directors to inform its members - especially non-executives - of shareholders ’proposals and comments about the company and its performance

The proposals received from the shareholders during the General Assembly meetings, as well as any other proposals that are received by the bank are presented to the Chairman of the Board of Directors. He is required to present them to the next Board Meeting and record them in the minutes of the Board, if any.

Any recommendations from the audit committee which conflicts with the decisions of the Board of Directors, or any situation where the board refused to take into account any recommendations regarding the appointment or dismissal of the Auditor of Riyad Bank, the determination of his fees or evaluating his performance; if so the rationale for these recommendations, and the reasons for not taking them

There are no recommendations from the audit committee that conflicts with the decisions of the Board of Directors, and the Board of Directors has not rejected any recommendations regarding the appointment of an auditor of Riyad Bank, his dismissal, the determination of his fees, or the evaluation of his performance.

Remuneration of the members of the Board of Directors, its committees, and senior executives during the year 2020

The remuneration paid to the members of the Board of Directors of Riyad Bank and the committees emanating from it are determined in accordance with the frameworks set by the instructions issued by the supervisory authorities, and are generally governed by the main principles of governance for banks operating in the Kingdom of Saudi Arabia, compensation controls issued by the Saudi Central Bank, and the Corporate Governance Regulations issued by the Capital Market Authority, Companies Law issued by the Ministry of Commerce, and the Bank’s Articles of Association.

The Board of Directors - based on the recommendation of the Nominations and Compensations Committee - determines the remuneration of the senior executives, so that the remuneration is consistent with the strategic objectives of the bank, and that they are effective in motivating senior executives to achieve those goals.

Remuneration of Board Members

	Name	Fixed remunerations							Variable remunerations ***	End-of-service award	Aggregate Amount	Expenses Allowance****
		Specific amount *	Allowance for attending Board meetings	Total Allowance for attending committee meetings **	In-kind benefits	Remunerations for technical	The remuneration of the Chairman, managing director or secretary if he is a member	Total	Variable remunerations ***	End-of-service award	Aggregate Amount	Expenses Allowance****
Independent Members	Eng. Mutaz Kusai AlAzzawi	355	35	110	–	–	–	145	–	–	500	–
	Ibrahim Hassan Sharbatly	400	35	10	–	–	–	45	–	–	445	–
	Jamal Abdul-Karim Al-Rammah	400	35	100	–	–	–	135	–	–	535	17
	Talal Ibrahim Al-Qudaibi	360	35	105	–	–	–	140	–	–	500	–
	Mohammed Talal Al-Nahas	400	35	10	–	–	–	45	–	–	445	–
	Independent Members	1,915	175	335	–	–	–	510	–	–	2,425	17
Non-executive members	Eng. Abdullah Mohammed Al-Issa	455	35	10	–	–	1,000	1,045	–	–	1,500	–
	Abdul-Rahman Amin Jawa	395	30	75	–	–	–	105	–	–	500	–
	Mohammed Abdulaziz Al-Afaleq	365	35	100	–	–	–	135	–	–	500	1.6
	Mohammed Omair Al-Otaibi	400	35	85	–	–	–	120	–	–	520	–
	Nader Ibrahim Al-Wehibi	365	35	100	–	–	–	135	–	–	500	–
	Non-executive members	1,980	170	370	–	–	–	1,540	–	–	3,520	1.6
	Total	3,895	345	705	–	–	1,000	2,050	–	–	5,945	18.6

* The remuneration of the members of the Board of Directors amounts to SAR 400,000 for each member, while the remuneration of the Chairman of the Board of Directors is SAR 500,000 in addition to a special reward of SAR 1,000,000, noting that the maximum total remuneration for each member, including the Chairman of the Board of Directors, does not exceed the amount of SAR 500,000, including allowances for attending the meetings of the Board of Directors and its committees as specified in the Companies Law, except for the remuneration of the members of the Audit Committee that do not fall within the scope of the maximum limit stipulated in the Companies Law in accordance with the regulatory controls and procedures issued in implementation of the Companies Law for Joint Stock Companies issued by the Capital Market Authority.
** Allowance for attending committee meetings emanating from the Board of Directors includes allowance for members of the Board of Directors who are not members of such committees but are invited to attend them by the committee, and therefore the total amount each member is entitled to in return for attending the committees' meetings may not be equal to the other statement of the allowance attendance of committee members.
*** Variable bonuses include (percentage of profits, periodic bonuses, short-term incentive plans, long-term incentive plans, bonus shares).
**** Expenses allowance includes transportation and accommodation expenses for members of the Board of Directors and its committees.

Remuneration of members of the committees emanating from the Board of Directors

Name	Fixed rewards (except for the allowance for attending sessions)	Allowance to attend sessions	Total	Expense allowance*
Members of the Executive Committee
1. Talal Ibrahim Al-Qudaibi	–	60	60	–
2. Abdul-Rahman Amin Jawa	–	55	55	–
3. Eng. Mutaz Kusai AlAzzawi	–	60	60	–
4. Mohammed Abdulaziz Al-Afaleq	–	60	60	–
5. Nader Ibrahim Al-Wehibi	–	60	60	–
Total	–	295	295	–
Members of the Audit Committee
1. Jamal Abdul-Karim Al-Rammah	–	45	45	–
2. Mohammed Omair Al-Otaibi	–	45	45	–
3. Tareq Abdullah Al-Qaraawy (external)	120	45	165	–
4. AbdulRaouf Sullaiman Banaja (External)	120	45	165	–
5. Abdul Aziz Abdullah Al-Duailej (external)	120	40	160	–
Total	360	220	580	–
Members of the Risk Management Committee
1. Mohammed Abdulaziz Al-Afaleq	–	30	30	–
2. Jamal Abdul-Karim Al-Rammah	–	30	30	–
3.Mohammed Omair Al-Otaibi	–	30	30	–
Total	–	90	90	–
Members of the Nomination and Remuneration Committee
1.Eng. Mutaz Kusai AlAzzawi	–	30	30	–
2. Talal Ibrahim Al-Qudaibi	–	30	30	–
3. Nader Ibrahim Al-Wehibi	–	30	30	–
4. Eng. Ahmad Mohammed Al-Faleh (External)	120	30	150	–
5.Eng. Khalid Saleh Al-Turairi (External)	120	30	150	3
Total	240	150	390	3
Members of the strategic planning group
1. Eng. Abdullah Mohammed Al-Issa	–	10	10	–
2. Ibrahim Hassan Sharbatly	–	10	10	–
3. Talal Ibrahim Al-Qudaibi	–	10	10	–
4. Abdul-Rahman Amin Jawa	–	10	10	–
5. Mohammed Talal Al-Nahas	–	10	10	–
Total	–	50	50	–
Members of the committees emanating from the Board of Directors	600	805	1,405	3

* Expenses allowance includes transportation and accommodation expenses for members of the Board of Directors and its committees..

Salary and compensation data for six senior executives, including the CEO and chief financial officer:

Statement	The amount is in thousands of riyals
Fixed rewards
Salaries	12,633
Allowances	1,677
Benefits	199
Total	14,509
Variable rewards
Periodic rewards	20,138
Profits	–
Short-term incentive plans	–
Long-term incentive plans	750
Shares awarded	–
Total	20,888
End-of-service bonus	1,564
Total executive bonus for Board, if any	–
Total	36,961

Assignment of interests by shareholders, directors, or senior executives

There are no arrangements or agreements for any member of the Board of Directors or any of the senior executives to waive any salaries, bonuses or compensation. There are no arrangements or agreements regarding any of the shareholders of Riyad Bank waiving any rights to them in the profits.

Changes in major ownership interests

The following table shows the main owners of the Bank who each owns 5% or more of the shares and the changes in their ownership percentages as it is at the end of trading on 31 December 2020.

Name of the shareholder	The number of shares at the beginning of the year	The number of shares at the end of the year	Net change	% change	% Ownership
Public Investment Fund	652,608,000	652,608,000	0	0.00%	21.75%
The Public Institution for Social Security	501,757,200	501,757,200	0	0.00%	16.73%
Al Nahla Trading and Contracting Company	261,998,976	262,149,903	150,927	0.06%	8.74%
Assila Investment Company	240,000,000	240,000,000	0	0.00%	8.00%

Riyad Bank relied on monitoring the above data on the records of Riyad Bank at the Saudi Stock Exchange (Tadawul) at the end of the trading 31 December 2020.

Ownership of members of the Board of Directors, senior executives, and their relatives of Riyad Bank shares and its changes during the year 2020

The following two tables show a description of any interest of board members or senior executives and their wives and minor children in the shares or debt instruments of the bank or any of its subsidiaries and any change that occurred in it during the year:

A. Members of the Board of Directors and their relatives

The name of who has the interest	The number of shares at the beginning of the year	The number of shares at the end of the year	Net change	% Change	Debt instruments
Abdullah Muhammad Al-Issa	1,262,000	1,262,000	–	0.00%	–
Jamal Abdul Karim Al Ramah	1,142	1,142	–	0.00%	–
Ibrahim Hassan Sharbatly	694,508	694,508	–	0.00%	–
Talal Ibrahim Al-Qudhaibi	66,864	66,864	–	0.00%	–
Abdulrahman Amin Jawa	1,928	1,928	–	0.00%	–
Muhammad Talal Al-Nahhas	–	–	–	0.00%	–
Muhammad Abdulaziz Al-Afaliq	100,000	100,000	–	0.00%	–
Mohammed Omair Al-Otaibi	1,000	1,000	–	0.00%	–
Moataz Qusay Al-Azzawi	1,347,000	1,347,000	–	0.00%	–
Nader Ibrahim Al-Wahaibi	–	–	–	0.00%	–

B. Senior executives and their spouses, wives and minor children

The name of who has the interest	The number of shares at the beginning of the year	The number of shares at the end of the year	Net change	% Change	Debt instruments
Riad Otaibi Al-Zahrani	–	66,868	66,868	100%	–

General Assemblies held during the year 2020

Riyad Bank held an assembly for its shareholders during the fiscal year 2020, which is the ordinary general assembly held on 08/01/1441 AH corresponding to 25 March 2020, and the following is a record of the attendance of the members of the Board of Directors for these meetings :

Name	Attendees
Name	The Ordinary General Assembly, held on 25 March 2020
Abdullah Muhammad Al-Issa
Jamal Abdul Karim Al Ramah
Ibrahim Hassan Sharbatly
Talal Ibrahim Al-Qudhaibi
Abdulrahman Amin Jawa
Muhammad Talal Al-Nahhas
Mohammed Abdulaziz Al-Afaleq
Mohammed Omair Al-Otaibi
Moataz Qusay Al-Azzawi
Nader Ibrahim Al-Wahaibi

Statement of the number of Riyad Bank’s requests for records of shareholders and dates and causes during the 2020

The date of application	Reason
2020.07.03	Profit file
2020.09.30	Corporate Actions
2020.12.27	Data shareholders by the end of the year 2020

Assurances of the Board of Directors

That the account records have been prepared correctly;
That the internal control system was prepared on sound grounds and was effectively implemented;
There is no doubt about the ability of Riyad Bank to continue its activity;
That there is no contract to which Riyad Bank was a party, and there is or was a substantial interest in it for the Chairman and any of the Members of the Board of Directors of Riyad Bank or for the CEO or the First Financial Officer or for any person directly related to any of them, except for what was mentioned in the Statement of Transactions with Related Parties.

Interests in voting shares

No stakeholder in the category of shares eligible to vote belonging to persons (except for members of the board of directors of Riyad Bank and senior executives and their relatives) informed Riyad Bank of these rights under Article 68 of the Rules for the Offer of Securities and Continuing Obligations, and any change in these rights during the fiscal year 2020.

Auditors accounts

Ordinary General Assembly approved the shareholders of Riyad Bank at its meeting held on 25 March 2020, to appoint “Ernst & Young” and “PricewaterhouseCoopers” as the Bank accounts for the financial year ending 31 December 2020. The General Assembly will consider at its next meeting the reappointment or replacement of the current auditors and determining their fees for auditing the accounts of Riyad Bank for the fiscal year ending 31 December 2021, after reviewing the recommendation of the Board of Directors in this regard based on the recommendation of the emerging audit committee.

Auditors’ reservations on the annual financial statements

The auditors’ report shows that the financial statements are free of any material misstatement, and there are no reservations about them.

Recommendations of the Board of Directors to replace the auditors and their reasons

The Board of Directors did not recommend the replacement of the auditors before the end of the period for which they were appointed.

Corporate Governance list Corporate

In general, Riyad Bank is obliged to apply the provisions set out in the Corporate Governance Regulations issued by the Capital Market Authority, and the main principles of governance in the banks operating in the Kingdom of Saudi Arabia and the instructions issued by the Saudi Arabian Monetary Authority. Riyad Bank is keen to adhere to all the regulations of governance and keep abreast in this regards. Further, the Bank keeps updating the relevant policies and procedures upon the issuance of regulatory developments that so entail.