The following terms - wherever they appear in this Law - shall have the meanings specified next to each of them:

• Hospital: King Khalid Eye Specialist Hospital and Research Center.

• Authority: Royal Commission for Riyadh City.

• Law: The foundational law of the hospital.

• Council: The Board of Directors of the hospital.

• Chief Executive Officer: The Chief Executive Officer of the hospital.

• Regulations: The regulations issued based on the Law.

1- The hospital - based on the Law - enjoys legal personality and independent financial liability - as it is an independent institution of a special nature and non-profit - including financial and administrative independence.

2- The hospital shall be owned by the Authority, and its main headquarters shall be located in the city of Riyadh, with the ability to establish branches and offices within the Kingdom and abroad; as needed.

The Board of Directors of the Authority - in accordance with the powers granted to it by law - supervises the hospital; by approving its visions and strategic plans, as well as the controls, standards, and performance measurement frameworks related to medical, health, and research services, and all activities related to the hospital. It specifically has the following responsibilities:

1- Approving the policies related to the hospital's activities and strategies.

2- Approving the hospital's final accounts, its annual report, the auditor's report, and the hospital's financial statements.

3- Approving the strategy, policies, and procedures for investing the hospital's movable property and allocated assets and managing them.

4- Approving the controls for the hospital's contracts for loans and other forms of financing.

5- Approving the controls for the establishment of the hospital's endowments and their management within and outside the Kingdom.

6- Approving the controls for the establishment of the hospital's companies and other entities with specific purposes or participating in them, and creating investment funds or similar entities or participating in them; provided that this does not conflict with the procedures and legal texts in force.

7- Approving the controls and policies for financial support requests for the hospital and the mechanism for incentivizing it, and accepting gifts, grants, donations, bequests, endowments, and other contributions from within or outside the Kingdom.

8- Appointing members of the council and deciding on their resignations.

9- Approving the regulations for the controls and standards of membership in the council, which include membership controls, rules for selecting and dismissing council members.

10- Approving the reward policy for council members, the committees arising from it, and senior executives.

11- Appointing members of the Audit and Compliance Committee, and approving its rules of work, tasks, and the rewards for its members.

12- Approving the rules of work for the Nominations and Rewards Committee, its tasks, and the rewards for its members.

13- Approving the disclosure and conflict of interest policy in the hospital.

14- Approving the controls for nominating the hospital's representatives and appointing them to the boards of directors of companies and other entities owned or participated in by the hospital, and defining their rights and obligations towards the hospital.

15- Appointing the hospital's auditors, determining their rewards, and reappointing them.

The Board of Directors of the Authority may delegate any of its powers it deems appropriate to the Board of Directors of the hospital or its Chairman.

The hospital enjoys the capacity and full freedom to take all necessary measures to achieve its objectives and manage its affairs, including all its branches, offices, and facilities; in accordance with the regulations and bylaws, and in a manner that does not conflict with national policies, strategies, and relevant health sector regulations.

1- The hospital shall have a Board of Directors, composed of no more than (eleven) members - including a Chairperson and a Vice-Chairperson - appointed by a decision of the Board of Directors of the Authority, which shall also determine the remuneration of the Board members.

2- The term of membership in the Board shall be (three) years, renewable twice.

Without prejudice to the provisions of Article (3) of the Law, the Council is responsible for all matters that would achieve the objectives of the hospital, and it is the authority responsible for managing its affairs and making all necessary decisions to achieve its purposes. It has, in particular, the following:

1- Establishing policies related to the hospital's activities and strategies, in preparation for their approval by the Board of Directors of the Authority, and supervising their implementation after approval.

2- Developing the necessary plans and programs to implement the hospital's activities, in accordance with the policies and strategies approved by the Board of Directors of the Authority, and supervising their implementation.

3- Supervising the operations of the hospital, monitoring its growth and development, supporting it, and maintaining its independence and distinction.

4- Approving the procedures, rules, and standards related to the hospital's work, activities, and projects.

5- Approving the organizational structure of the hospital.

6- Approving the regulations governing the administrative and financial affairs - including those related to its contracts and securing its purchases - and the internal regulations of the hospital; and other regulations necessary for managing its affairs.

7- Appointing the Chief Executive Officer.

8- Approving the establishment of branches and offices for the hospital; based on a recommendation from the Chief Executive Officer.

9- Determining the financial compensation for the hospital's services and activities that the Council deems appropriate to charge for.

10- Approving the draft budget of the hospital.

11- Approving the hospital's final account and its annual report, the auditor's report, and the financial statements of the hospital; in preparation for their approval by the Board of Directors of the Authority.

12- Approving the establishment of the hospital for companies and other entities with specific purposes, creating investment funds and similar entities, determining their authority, and supervising the preparation of their founding documents, or participating in any of them; in accordance with the procedures and regulatory texts followed, and the controls set by the Board of Directors of the Authority in accordance with paragraph (6) of Article (3) of the Law.

13- Approving the hospital's conclusion of agreements, memoranda of understanding, cooperation, and contracts, and authorizing the Chief Executive Officer to sign them.

14- Establishing the controls and policies governing the approval of financial support requests for the hospital and the mechanism for incentivizing it, accepting gifts, grants, donations, bequests, endowments, and other contributions from within or outside the Kingdom, and submitting them to the Board of Directors of the Authority for consideration of their approval.

15- Approving the hospital's ownership of assets and its actions regarding them and their investment in accordance with the strategy approved by the Board of Directors of the Authority.

16- Approving the hospital's contracting for loans and other forms of financing; in accordance with the controls approved by the Board of Directors of the Authority.

17- Establishing an investment strategy for the hospital's movable assets and allocated assets, its policies and procedures, including determining targeted returns, the mechanism for making investment decisions, monitoring performance, and exiting from investments, and submitting it to the Board of Directors of the Authority for consideration of its approval.

18- Approving the accounting standards and policies for preparing the hospital's financial statements and reviewing them; in accordance with the established standards and policies in force in the Kingdom.

19- Determining the beginning and end of the hospital's financial year.

20- Establishing controls for nominating representatives of the hospital and appointing them to the boards of directors of companies and other entities owned or contributed to by the hospital, determining their rights and obligations towards the hospital, and submitting them to the Board of Directors of the Authority for consideration of their approval.

21- Approving the rules and procedures governing the hospital's media communication.

22- Approving the procedures and systems for risk management and compliance for the hospital.

23- Approving the rules and procedures governing the work of the Council.

24- Appointing an internal financial auditor.

The Council may, as it deems appropriate, form permanent or temporary committees from among its members or others, assigning them tasks it sees fit, and the decision to form each committee shall name its chair and members, specifying their tasks and rewards. Each committee may seek assistance from whomever it deems necessary to perform the tasks assigned to it. The Council may delegate some of its powers to its President, Vice President, any of its members, or hospital officials; as required by the workflow.

1- The Council meetings are held at the hospital premises, and may, with the approval of the Council President, be held at another location.

2- The Council meets at the invitation of its President once every (three) months, and whenever necessary as deemed by the Council President, or if requested by at least (one-third) of the members. The invitation must be sent in writing at least (seven) days prior to the meeting, and must include the agenda.

3- Council meetings are valid with the presence of at least the majority of its members, including the Council President or his deputy.

4- The Council's decisions are made by a majority vote of the members present, and in the event of a tie, the side that the meeting President votes for prevails.

5- No member of the Council may abstain from voting, nor delegate another member to vote on their behalf in their absence.

6- The Council's discussions and decisions are recorded in minutes signed by the meeting President and the attending members. A member who objects to any decision may record their objection with justification in the minutes.

7- The Council may invite individuals to attend its meetings for assistance without granting them the right to vote.

8- A Trustee is appointed by a decision of the Council, who will prepare the Council's agenda, send invitations to the members, serve as the Secretary of the Council meetings, prepare and record the minutes and decisions in the designated register, and perform any other tasks specified by the Council. The decision appointing the Trustee shall specify their remuneration and financial benefits, in accordance with the regulations.

1- In consideration of the provisions of Articles (3) and (7) of the Law, the following two committees shall be among those established by the Council:

• A- Nominations and Rewards Committee.

• B- Audit and Obligation Committee.

2- The committees referred to in paragraph (1) of this article shall be reconstituted every two years.

1- The Chief Executive Officer is appointed and dismissed by a decision of the Council, which specifies his salary and other financial benefits.

2- The Chief Executive Officer is the senior executive administrator of the hospital and is responsible for managing the affairs of the hospital. His responsibilities are confined to what is stipulated by the law and regulations and what is determined by the Council.