The Board believes that the most effective leadership structure is for the CEO to
also serve as the
Chairman of the Board (the “
Chairman
”). The Board believes that having the CEO as
Chairman ensures that the Board agendas respond to strategic challenges, that the
Board is presented with
information required for it to fulfill its responsibilities and that Board meetings
are as productive and
effective as possible.
The Board further appoints a Lead Independent Director to, among other things, set
agendas and schedules
for all Board meetings in coordination with the Chairman, preside at all Board
executive sessions of the
independent directors, advise the Chairman, lead the independent directors’
discussions on succession
planning and evaluation of the performance of the CEO, facilitate Board leadership on
matters of governance
where independence is required, and help monitor and improve Board effectiveness.
The Board may, in its discretion, decide to reassign the roles of CEO and Chairman to
different individuals
in the future if they deem such action to be appropriate.
The Board
The Company’s Charter provides that the minimum number of directors shall be
one and there shall be
no maximum number of directors. The Board believes, however, that the optimal number
of directors should
consist of five to ten directors, with the majority of directors being independent as
defined by applicable
law and the Nasdaq listing rules.
NESR’s
current Board
meets those standards.
Board Candidate Nomination and Selection.
The Nominating and Governance Committee is responsible for identifying individuals
qualified to become
Board members and recommend nominees for election at the Company’s annual
general meeting. Nominations
to the Board may also be submitted to the Nominating and Governance Committee by the
Company’s
shareholders (see
Procedures for Communicating with Board Members
below). The candidate guidelines
for Board members can be found in the Nominating and Governance Committee Charter
linked below under
Committees of the Board
.
Election and Removal of Directors.
Members of the Board are elected by a majority of votes validly cast at any general
meeting of the
shareholders. The Charter provides for the removal of directors with or without cause
and for the
appointment of directors at any time to either fill a vacancy or as an addition to
the existing directors.
Responsibilities.
In addition to its general oversight responsibilities detailed above, the
Board’s responsibilities
(which may be delegated to one or more committees, as deemed appropriate) include,
but are not limited to:
-
Review, approval and monitoring of fundamental financial and business
strategies and major corporate
actions, including those related to financing, capital management and
liquidity matters;
-
Selecting, evaluating and compensating the CEO and evaluating and
compensating the other executive
officers of the Company;
-
Approving and maintaining a succession plan for the CEO;
-
Assessing and providing advice regarding significant risks, including risks
related to business
continuity, cybersecurity and sustainability, and providing oversight for
the management of
environmental,
social and governance-related risks;
-
Ensuring processes are in place for maintaining the integrity of the
Company – the integrity of
the financial statements, compliance with law and ethics, relationships
with customers and suppliers and
relationships with other stakeholders; and
-
Evaluating the effectiveness of the Board on an annual basis.
Board Meetings.
The Board meets at least four times a year to review the performance of the Company.
Directors are expected
to attend all scheduled Board meetings and the Company’s annual general meeting
and to review all
materials to prepare for such meetings. Directors must also be available for special
meetings of the Board.
Executive Sessions.
The independent directors of the Board shall conduct executive sessions during Board
meetings presided over
by the Lead Independent Director. At least one executive session per year will be
dedicated to the review
and evaluation of the CEO’s performance.
Independent Advisors to the Board.
The Board may retain or dismiss independent advisors, including independent legal
counsel, and approve
related fees and expenses as it deems appropriate.
Board Access to Company Management.
The Board has full access to the Company’s management who may attend Board and
committee meetings
when invited to brief the Board and its committees on relevant topics.
Code of Conduct.
NESR has adopted a
Code
of Conduct
that applies to all directors, officers and employees. Directors are expected to be
familiar with the Code of Conduct and the conflict of interest and confidentiality
provisions therein and to
avoid any actual or apparent conflict between their own personal interests and the
interests of the Company.
Directors are expected to avoid actions that may interfere with their ability to
conduct their role on the
Board and the delivery of their responsibilities in the best interest of the Company
and its shareholders.
Any actual or apparent conflict of interest must be disclosed, and in addition to
disclosing any actual or
apparent conflict of interest, directors should refrain from engaging in
deliberations or voting on matters
before the Board or one of its committees where they have a personal, business or
professional interest.
Confidentiality.
The communications, proceedings and deliberations of the Board and its committees are
strictly
confidential. Directors may not disclose any confidential information, including
non-public information
about the Company, obtained from whatever source during their tenure on the Board,
which was made available
to them in their capacity as directors of the Board. Any proprietary, privileged or
protected information
obtained by a director while serving on the Board must be kept confidential except
where the disclosure is
authorized by the Board or required by law. Directors may not use confidential
information for their own
benefit or that of other entities other than the Company and its shareholders.
Service on Other Boards.
Directors shall consult with the Chairman and the Chairman of the Nominating and
Governance Committee
before accepting an invitation or nomination to service on the board of directors of
another company,
especially if it impairs a director’s ability to serve effectively on the
Company’s Board.
Non-Executive Director Orientation and Continuing Education.
Newly elected non-executive directors are provided information about the Company, the
Board and its
committees, director responsibilities and corporate governance guidelines. In
addition, relevant background
summaries, financial statements, earnings reports, developments in law, listing
standards, governance best
practices, press releases, analyst reports and other information designed to keep the
Board informed on the
Company’s business and priorities shall be distributed to all directors on a
regular basis.
Director Compensation.
Executive directors of the Board, such as the CEO who also serves as the Chairman,
are not compensated for
their service on the Board. The Compensation Committee recommends competitive
compensation packages designed
to attract and retain highly qualified directors on the Board and assure that the
interests of the Company
directors and shareholders are aligned.
Procedure for Communicating with Board Members.
If any shareholder or other interested party desires to communicate with the Board,
or any specific members
or members thereof, such shareholder or party should send their communication to the
Corporate Secretary of
the Company at:
National Energy Services Reunited Corp.
777 Post Oak Blvd., Ste. 730
Houston, Texas 77056
The Corporate Secretary will then forward the correspondence or materials, as
appropriate, to the intended
member(s) of the Board.
Committees of the Board
The Board has three standing committees: the Audit Committee, the Compensation
Committee and the Nominating
and Governance Committee. The Board may create other committees from time to time, as
it deems necessary.
Each committee has a charter that outlines the committee’s purpose, composition
and responsibilities.
The charters are reviewed annually and updated as necessary. Each committee performs
its duties as
authorized by the Board in compliance with the Company’s charter and its
specific charter, which can
be found as linked below:
Committee Meetings
Directors are expected to actively participate in meetings of the committees to which
they are appointed.
All directors are also invited to such committee meetings.
