Corporate Governance
A clear framework of responsibilities, protecting the rights of shareholders and stakeholders.
Astra Industrial Group applies an internal governance framework based on the Companies Law, the Corporate Governance Regulations issued by the Capital Market Authority, and the Company's Bylaws. This framework sets out responsibilities, decision-making mechanisms, oversight and disclosure, supporting the protection of the rights of shareholders and stakeholders.
Board of Directors and its Committees
The Board of Directors oversees the application of governance across the Group, monitors compliance with its rules, and verifies its effectiveness, updating it where needed. The Board is supported by three principal committees, each operating within its approved terms of reference and authorities.
Audit Committee
The Audit Committee supports the Board of Directors in overseeing the integrity of the Group’s financial reporting and the effectiveness of its internal control, risk management and compliance systems. It reviews financial statements and accounting policies, monitors internal and external audit activities, and follows up on actions taken to address audit findings. The Committee submits recommendations to the Board to support the reliability of financial information and protect shareholders’ interests.
The Committee is chaired by Mr. Abdulkarim AlNafi, with Mr. Ayman Sejiny and Mr. Ayman Yousef serving as members.
Nomination and Remuneration Committee
The Nomination and Remuneration Committee supports the Board of Directors in identifying qualified candidates for Board and committee membership and developing remuneration policies aligned with the Group’s objectives and performance. It reviews nomination criteria, assesses Board and committee membership requirements, and provides recommendations on remuneration policies and executive management performance in accordance with approved policies.
The Committee is chaired by Mr. Abdulrahman Alrawaf, with Mr. Khaled Masri and Mr. Farraj Abuthenain serving as members.
Performance and Investment Committee
The Performance and Investment Committee supports the Board of Directors in overseeing the performance of the Group and its subsidiaries and reviewing investment matters in line with the Group’s strategic objectives. It reviews performance against approved plans, strategic plans, annual budgets and investment opportunities. The Committee makes decisions within its delegated authority and submits recommendations to the Board on matters requiring its approval.
The Committee is chaired by Mr. Khaled Masri, with Mr. Kamil Sadeddin, Mr. Ghassan Akeel, Mr. Farraj Abuthenain and Mr. Abdulrahman Alrawaf serving as members.
Note: The current term of the above committees commenced on 22 April 2025 and will end on 21 April 2028.
Policies and Regulations
View the Bylaws and the regulations governing the Group.
- AIG Bylaws(Download PDF, opens in a new tab)
- Board Membership Policy, Standards and Procedures(Download PDF, opens in a new tab)
- Competing Businesses Standards Policy(Download PDF, opens in a new tab)
- Code of Ethics and Professional Conduct Policy(Download PDF, opens in a new tab)
- Stakeholder Relationship Regulation Policy(Download PDF, opens in a new tab)
Governance, Risk and Compliance (GRC)
Strong governance, disciplined risk management and a firm commitment to compliance underpin everything we do at Astra Industrial Group. Together, they drive sustainable value creation, sharpen decision-making and protect the trust our shareholders and partners place in us.
Our centralized Group GRC function, supported by dedicated governance, risk and compliance teams, oversees all our subsidiaries and operations and brings one consistent approach to GRC across the Group.
Governance
Clear roles, effective oversight
Our governance framework is aligned with the Corporate Governance Regulations issued by the Capital Market Authority (CMA). It sets clear lines of accountability, defines decision-making authorities and ensures effective oversight by the Board of Directors, its committees and executive management. The GRC function monitors how these rules are applied, verifies their effectiveness and proposes enhancements as the Group evolves.
Risk Management
Anticipating risk, enabling growth
We take an enterprise-wide approach to identifying, assessing, monitoring and mitigating strategic, operational, financial and compliance risks. Our dedicated risk team regularly reviews and updates the Group’s key risks together with each business, so emerging risks are identified early and mitigation plans stay current. These reviews feed directly into business decisions and help keep the Group on course to deliver its strategic objectives.
Compliance
Doing business the right way
We are committed to complying with applicable laws and regulations in Saudi Arabia and every jurisdiction where we operate, as well as the Group’s internal policies. Our compliance specialists keep the Group’s compliance obligations up to date as regulations change, carry out ongoing compliance assessments and lead initiatives to raise employee awareness of compliance responsibilities, promoting a culture of integrity, accountability and ethical conduct throughout our businesses.
Whistleblowing
The Group enables stakeholders to report violations through a dedicated email address. Reports are handled confidentially and whistleblowers are protected in accordance with the approved policy.
whistleblower@aig.sa