Majan College University College SAOG : College report on corporate governance 20-2021-english-Final.pdf

REPORT ON CORPORATE GOVERNANCE

1. Introduction
   Majan College SAOG (Majan University College) (formerly College of Administrative Sciences) was founded in September 1995 as the first private College of Higher Education in Oman. Majan was nicknamed "The Businessmen College". It is always the objective of Majan to provide the business community with the best human resources and sharpen the skills of the staff of the companies. As such, Majan achieves its aim in contributing to the development of the business community.
   Majan is centrally located near the business district of Muscat (MBD). It is well equipped and its infrastructure provides the latest and best available resources in technology, communication and professional expertise. The computer labs are increasing in number and utilization. More computer-based education is becoming prevalent at Majan.
   The main objective of Majan is to provide high quality education to its students. In doing so, Majan hopes to be able to meet the students' interests and help them to gain qualifications which will equip them for the requirements of work. This includes developing the students concern in ethics, self-actualization and academic success.
2. Majan's Philosophy
   Majan College SAOG (Majan University College) is listed in Muscat Stock Exchange. Majan has been set with the aim of serving the society by promoting it culturally by contributing to intellectual advancement, scientific progress, human values development and by providing the country with specialists, professionals and experts. This is further reflected in Majan's new vision and mission statement approved by the Board of Directors:
   Vision statement
   "Recognising potential, engaging minds, transforming futures"

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Mission statement

to provide an innovative learning environment that supports students in reaching their full potential in a changing world. The key strategic themes underlying the mission statement are to enhance the student experience; build teaching excellence and research; develop operational excellence; develop productive partnerships; invest in people; and promote financial and environmental sustainability

Majan is managed by 5 board members who have successfully steered Majan to a successful organization; and to a potentially bright future.

The need to having robust internal controls has been met by forming the Internal Audit Committee and appointing the Internal Auditor. The Internal Auditor's observations have been extremely helpful in putting in place actions for rectifying any issues identified.

The Board Members are aware of good governance requirements as stipulated in the Corporate Governance Code issued by Capital Market Authority and are committed to the requirements laid out therein.

1. Objectives
   Majan aims at maximising the value of shareholders in the long run by offering quality services to students and the society. In order to ethically realize this objective, work procedures have been directed so as to make sure that Majan will carry the work according to the best practices and comply with the "Code of Corporate Governance for Muscat Stock Exchange listed companies" issued by the Capital Market Authority.
   Majan considers the observation of the highest standards of organization and management as a deeply rooted belief and not as mere adherence to set of rules and regulations. Such a belief is an inseparable component of the basic values of Majan.
2. Governance Fundamental Requirements
3. • Disclosure, responsibility and clarity regarding the appropriate control systems adopted by Majan to enable the Board of Directors to perform its duties and responsibilities efficiently and effectively.
   • Identification and management of major possible risks.

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1. Process of nominating Board members
   Majan's Board is governed by 5 members. Members are elected from amongst the shareholders and from outside. Membership term of the Board is for 3 years. The Chairman and the Deputy Chairman of the Board of Directors are elected by the Members of the Board. The Chairman represents Majan Board in legal and other issues. The Deputy Chairman stands in for the Chairman during his absence. It is not allowed for a Board Member of Majan to have membership of more than 4 companies on the Board of public shareholding company whose head office is located in Oman. The Board has to meet at least 4 times during the year with the maximum gap of 120 days between them.
2. Board of Directors
   The Board of Directors have full authority to perform all acts required for the management of Majan in the course of achieving its objectives in line with the Law, articles of association and the resolutions of its Annual General Meeting.
   The Board of Directors adopts resolutions by the absolute majority of its members. However, the Board of Directors shall not perform certain acts unless authorized to do so by a resolution of the general meeting as stated in the Articles of Association. The members of the Board of Directors shall be liable to Majan, the shareholders and third parties for any damages resulting from their performing acts beyond the scope of their powers.
   The resolutions of the Board of Directors are implemented as per internal regulations under the supervision of the chairman and the control of the Board. The Chairman and the Board members take part in the directorship of other companies.

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1. Functions of the Board of Directors
2. 1. Approves the financial and commercial policies aimed at achieving College's objectives and increasing shareholders equity.
   2. Sets, reviews and updates the plans necessary for the implementation of Majan's strategy.
   3. Approves the internal regulations and systems adopted by Majan in the course of its action and determines the authorities and powers of the executive management.
   4. Approves Majan's Disclosure Policy and follows its execution according to the requirements of controlling authorities.
   5. Approves the policy for the delegation and implementation of duties entrusted to the executive management. Such policies are clear regarding tenders (open, limited or individual), limits of cash spending and discretion as not to accept the lowest tender provided that reasons are included in the commissioning decision.
   6. Monitors the work of the executive management to ensure that the work is progressing in pursuit of College objectives without violating applicable laws and regulations.
   7. Review the related parties transactions which are outside the normal work scope before being presented to the general meeting.
   8. Approves and presents information to shareholders accurately and timely according to the disclosure instructions issued by the Authority.
   9. Review the performance of Majan and assesses its activities and management.
   10. Forms committees required for carrying out the work. The forming decisions include names of members, determines their responsibilities, duties and rights.
   11. Appoint the Dean and senior staff and determines their responsibilities and rights.
   12. Appraises the performance and work of committees formed by the Board of Directors and senior staff.
   13. Approves the quarterly and annual financial statements.
   14. The Board of Directors include in the annual report presented to the general meeting a statement confirming the ability of Majan to pursue its activities as defined in the Articles of Association. The statement is supported with the necessary assumptions and documents.
3. The Board of Directors Secretariat and Minutes
4. 1. Immediately following the election of the Board of Directors in the general meeting, the Board appoints a secretary to the Board.
   2. The secretary of the Board writes the proceedings of all the Board meetings in the form of minutes expressing all the subjects and important details being discussed and the resolutions adopted. The minutes include the names of those present and their votes for or against any resolution. The Minutes are dated and serially numbered.
   3. Mr. Amr Ebeid is presently the secretary to the Board. He takes notes of the minutes of the Board meetings and proceedings in the form of minutes and clarifies in it all the issues and important details which have been discussed and all the decisions which have been taken in Board meetings. Also in co-ordination with the Dean he is responsible to disclose all the important decisions from the Board according to the regulations relating to the disclosure.

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7. The Board Members

Name		Nature of	Representing	Profile	Memberships	Membership
		membership			start date	expiry date
Dr. Salam	Independent/Non-	Self	Fellow of the Royal	24/11/2020	Next AGM
Salim Al Mur Al	executive		College of Internal
Kindi				Medicine and the
(Chairman of			number of years of
the Board and			experience is 28
Nomination			years in academic
and				and health
Remuneration			institutions
Committee)
Mr. Rashid	Non-	OCCI	Bachelor of Human	26/3/2019	Next AGM
Amer		Independent/Non-		Resources and has
Mohamed Al	Executive		private businesses
Musalhi (Vice			in contracting and
Chairman and			medical centers and
Member of the			others
Audit and the
Nomination
and
Remuneration
Committees)
Dr. Aly		Independent/Non-	Self	PhD in marketing	26/3/2019	Next AGM
Darwish Hagi	executive		management and
Aly Al -				the number of years
Shamali				of experience 31
(Chairman of			years in academic
the Audit			and investment
Committee)			institutions
Mr. Naser	Non-	Human	Bachelor of	26/3/2019	30-06-2021
Abdul Mohseen	Independent/Non-	Investment	Administrative
Mohamed Ali	Executive	LLC Oman	Sciences and the
Al Marri (Ex-			number of years of
Board				experience 37 years
Member)			in the field of
				investment
Dr. Sarah Aly	Independent/Non-	Self	Professor in	26/3/2019	Next AGM
Darwish Hagi	Executive		Business and holds
Aly Al -				multiple position as
Shamali				Board member and
(Member of			CEO in Kuwaiti
the Audit and			organizations
Nomination
and
Remuneration
Committees)
Sh. Sabah	Independent/Non-	Self	(Bachelor of Law	26/3/2019	24/11/2020
Salman		Executive		and works in many
Dawoud	Al			positions in Kuwaiti
Salman	Al			organizations
Sabah
Mr. Emad A-	Independent/Non-	Self	Master in Business	30-06-2021	Next AGM
Deen Fahmi	Executive		Administration and
Nemer Assaf			16 years of
(Temporary			experience in the
Board Member			telecommunications,
and Member of			industries and
the Audit			investment sectors
Committee)

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