BOARD NOMINATION AND REMUNERATION COMMITTEE REPORT In 2023, the BNRC, in the performance of its duties in accordance with the scope of responsibilities specified in the BNRC Charter as approved by the Board of Directors, convened its four (4) meetings to consider the significant matters and report the results to the Board of Directors that can be summarised as follows: a) Establishment of Key Performance Indicators (KPIs) of the Company as well as the CEO based on the approved strategic planning; b) Review of the Company’s organisation structure that can support the growth and target of the Fund; c) Review of the Board/Board’s Committees composition and establishment of the Board Sustainability Committee; d) Compliance with the requirement in relation to gender diversity (woman director) on the Board; e) Review of the performance evaluation on the Board of Directors; f) Succession planning of the company secretary; and g) Review of the Company’s employees’ satisfaction survey. In this regard, the BNRC has performed its duties independently in accordance with good corporate governance principles and ensuring transparency to build the confidence of shareholders and all stakeholders. It is a standard practice for the Board to distribute an annual questionnaire at the end of each financial year through the Secretariat of the Board which, amongst other sections, includes a self-assessment, with a series of questions that also enable compliance with the various annual reports of the Committee and the Board. The Board performed the annual questionnaire and the self-assessment for this financial year 2023, in order to analyse the Board’s effectiveness and composition and to identify opportunities for improvement to ensure proper compliance with the existing obligations or recommendations in this area. The questionnaire used a self-assessment approach on subjective and objective information related to the functioning of the Board and its Committees, among other: a) Functioning of the Board, with questions related to the Board’s effectiveness and internal functioning. b) Structure and composition of the Board, comprising questions to obtain the Directors’ opinion on the Board’s structure and composition, and the capacities, professional profile of its members, and areas of competencies in order to perform their duties on the Board. c) Board of Directors Committees, where the Directors are asked to evaluate the performance of the functions of the BARC, the BIC, and the BNRC. d) Board of Director’s agenda, where Directors are asked about the Board’s performance in areas or matters within its scope, such as the current corporate governance model, environmental, social, and corporate policy (ESG), involvement in the design and approval of strategy in financial and investment policies, monitoring of the risk map (in all its areas), dividend policy and capital structure and their participation in decision-making in significant transactions, among other matters. MATTERS DISCUSSED BY BNRC IN FY 2023 EVALUATION OF THE FUNCTIONING AND PERFORMANCE OF THE BOARD OF DIRECTORS AND ITS COMMITTEES 116 CORPORATE GOVERNANCE 1 2 3 5 6 AL-`AQAR HEALTHCARE REIT ANNUAL REPORT 2023
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