Governance framework: how the Group is managed

We do not treat governance as a document on display. It is the mechanism through which we make decisions and review results. We have already set out what we commit to on the Impact & Sustainability page. This page explains how the Group is actually managed: who decides, when decisions escalate, and who monitors outcomes, not merely what we commit to.

1. The three levels of governance

As a holding company, our management is not one level but three interconnected and distinct levels.

Ownership level

It sets the overall strategic direction of the portfolio and approves decisions of material impact such as launching a new brand or restructuring an existing one. It is not its role to intervene in the day-to-day operational detail of any brand.

Group executive management level

Represented by the CEO and Deputy CEO, its responsibility is managing the portfolio as a whole, allocating resources across brands, overseeing compliance of all affiliated entities with unified Group policies, and representing the Group in partnerships and strategic contracting.

Operating level within each brand

Each affiliated brand manages its daily operations within its defined authority and is held directly accountable for its operating results, with full commitment to policies issued at Group level without exception or local reinterpretation.

2. Decision-making mechanism

We assign every decision to one party fully accountable for its outcomes, not to a vague collective responsibility that is hard to trace on review. Limited-impact decisions at a single brand are taken inside that brand. Decisions that affect more than one brand, the Group's reputation, or that are material financially escalate mandatorily to Group executive management, not to any lower level.

3. Oversight and periodic review

We review the performance of each affiliated brand and its compliance with unified policies on a periodic, pre-scheduled basis, not only when a problem or complaint arises. That review covers full Saudization commitment, data-protection commitment, and compliance with Saudi regulations relevant to each brand's activity.

4. Cascading governance to affiliated brands

We do not treat governance standards as guidance left to each brand's discretion. We treat them as mandatory for every brand under the Group umbrella, and we tie continued administrative, technical, financial, and marketing support from the Group to full compliance with these standards, not to financial performance alone.

5. Priority principle in conflict

When an affiliated brand's interest conflicts with the interest of the Group as a whole, priority is always resolved in favor of the Group, not the brand concerned, and the reason for the decision is documented with executive management for later reference.

6. Our commitments in the governance framework

Commitment	What we commit to in practice
Single accountability for decisions	We assign every decision to one defined party, not to collective responsibility
Separation of levels	We clearly separate ownership, executive management, and operations
Escalation of material decisions	Every decision affecting more than one brand escalates to executive management
Scheduled periodic review	We review compliance periodically, not only when a problem arises
Mandatory standards for affiliates	We treat governance standards as mandatory for every affiliated brand without exception

7. The limits of our disclosure

We state clearly what this page does not include: we do not currently announce a formal independent board or specialized governance committees by name, and we will publish details of any such formation once it is formally adopted, not before. We prefer to describe the actual mechanism in place as it is, not to draft a governance structure larger than our current operating reality.