The following words and phrases - wherever they appear in this Law - shall have the meanings indicated opposite each of them:

• Institution:Riyadh Center for Biotechnology Institution.

• Authority:Royal Commission for Riyadh City.

• Law:The basic system of the Institution.

• Council:Board of Directors of the Institution.

• President:Chairman of the Board.

• Chief Executive Officer:Chief Executive Officer of the Institution.

• Regulations:Regulations issued pursuant to the Law.

• Area:Riyadh Biotechnology City, including the land allocated to the Institution, as well as the areas affiliated with other entities linked to the Institution by a memorandum of understanding related to providing support services for biotechnology research and development activities in the Kingdom.

• Existing Establishment:Any commercial company (or branch of a commercial company) licensed by the competent authorities to legally practice its activities in the field of biotechnology and whose registered commercial headquarters is located in the area.

1- The institution shall, pursuant to the law, have a private legal personality and financial and administrative independence as an institution of a special nature and non-profit.

2- The institution shall be owned by the authority, with its main headquarters in the city of Riyadh, and it may establish branches and offices inside and outside the Kingdom as needed.

The Board of Directors of the Authority supervises the institution - in accordance with the powers granted to the Authority by law - by approving its visions and strategic plans, as well as the regulations, standards, and related performance measurement frameworks concerning all activities of the institution. For this purpose, it has, in particular, the following:

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

• 2- Approving the institution's final accounts, annual report, audit report, and financial statements.

• 3- Approving the strategy, regulations, and procedures for the institution's ownership, disposal, and investment of assets.

• 4- Approving the regulations for the institution's contracting of loans and other forms of financing and their guarantees.

• 5- Approving the regulations for the institution's establishment and management of endowments inside and outside the Kingdom, in accordance with the legal procedures and governing provisions.

• 6- Approving the regulations for opening branches and offices of the institution inside and outside the Kingdom, in accordance with the legal procedures and governing provisions.

• 7- Approving the regulations for the institution's establishment of companies, non-profit entities, and other special-purpose establishments or participation in them, as well as establishing investment funds, project financing funds, and similar entities or participating in them, in accordance with the legal procedures and governing provisions.

• 8- Approving the regulations and policies for the institution's financial support requests, and accepting grants, aids, donations, wills, endowments, and other contributions from inside or outside the Kingdom.

• 9- Setting the regulations and policies related to the institution's conclusion of contracts, memoranda of understanding, and agreements inside and outside the Kingdom with countries, international entities, and others.

• 10- Setting the necessary regulations for the institution's participation in or organization of events or conferences inside and outside the Kingdom.

• 11- Proposing amendments to the provisions of the law and submitting them to complete the legal procedures.

• 12- Appointing members of the board and deciding on their resignations.

• 13- Approving the regulations and standards for membership in the board, and the rules for selecting and dismissing board members.

• 14- Approving the policy for remuneration of board members, committees emanating from it, and senior executives.

• 15- Appointing members of the Audit and Compliance Committee, and approving its rules of procedure, tasks, and members' remuneration.

• 16- Approving the rules of procedure, tasks, and members' remuneration of the Nominations and Remunerations Committee.

• 17- Approving the disclosure and conflict of interest policy in the institution.

• 18- Approving the regulations for nominating and appointing the institution's representatives on the boards of directors of companies and other entities owned or participated in by the institution, and defining their rights and duties towards the institution.

• 19- Appointing the institution's auditors, determining their remuneration, and reappointing them.

The Authority's Board of Directors may delegate any of its powers it deems appropriate to the institution's Board of Directors or the President.

1- The institution shall have a Board of Directors, consisting of at least (nine) members - including a Chairman and a Deputy Chairman - appointed by a decision of the Authority's Board of Directors, and the decision shall specify the remuneration of the Board members.

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

Without prejudice to the relevant statutory provisions, the Council is competent for everything that achieves the objectives of the institution, and it is the authority responsible for managing its affairs and making all necessary decisions to achieve its purposes. In particular, it has the following:

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

• 2- Developing the necessary plans and programs to implement the institution's activities in accordance with its approved policies and strategies, and supervising their implementation after approval.

• 3- Supervising the course of the institution's work, monitoring its growth and development, supporting it, and maintaining its independence and excellence.

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

• 5- Approving the institution's organizational structure.

• 6- Approving the regulations governing the institution's administrative and financial affairs - including those related to its contracts and procurement insurance - and other internal regulations necessary for managing its affairs, and supervising their implementation.

• 7- Appointing the Chief Executive Officer.

• 8- Approving the establishment of the institution's branches and offices, based on the recommendation of the Chief Executive Officer in accordance with the controls approved by the Authority's Board of Directors in this regard.

• 9- Approving the specific controls for the institution to open accounts in any licensed banks inside or outside the Kingdom, and approving the authorities, controls, and delegations related to dealing with those accounts, in accordance with statutory procedures and provisions.

• 10- Determining the financial consideration for the institution's services and activities that the Council deems appropriate to collect fees for.

• 11- Approving the institution's budget draft.

• 12- Approving the institution's final account, its annual report, the audit report, and the institution's financial statements in preparation for their approval by the Authority's Board of Directors.

• 13- Approving the institution's establishment of companies, non-profit entities, and other special-purpose establishments, or contributing to them, establishing investment funds, project financing funds, and similar entities or contributing to them, determining their authorities, and supervising the preparation of their founding documents, in accordance with statutory procedures and provisions, and the controls approved by the Authority's Board of Directors.

• 14- Approving the institution's conclusion of agreements, memoranda of understanding, cooperation, and local and international contracts, in accordance with the controls and policies approved by the Authority's Board of Directors.

• 15- Setting the controls and policies regulating the approval of the institution's financial support requests and their incentive mechanisms, collecting donations, accepting grants, aids, endowments, bequests, and other contributions from inside or outside the Kingdom, and submitting them to the Authority's Board of Directors for consideration and approval.

• 16- Setting the controls for the institution's establishment and management of endowments inside and outside the Kingdom, and submitting them to the Authority's Board of Directors for consideration and approval.

• 17- Approving the institution's ownership, disposal, and investment of assets in accordance with the strategy, controls, and procedures approved by the Authority's Board of Directors after being developed and submitted by the Council.

• 18- Approving the institution's contracting of loans and other forms of financing and related guarantees in accordance with the controls approved by the Authority's Board of Directors.

• 19- Approving the accounting standards and policies for preparing and auditing the institution's financial statements in accordance with the established standards and policies applied in the Kingdom.

• 20- Developing the disclosure and conflict of interest policy in the institution, and submitting it to the Authority's Board of Directors for consideration and approval.

• 21- Setting the controls for nominating and appointing the institution's representatives on the boards of directors of companies and other entities owned or contributed to by the institution, defining their rights and duties towards the institution, and submitting them to the Authority's Board of Directors for consideration and approval.

• 22- Approving the rules and procedures regulating the institution's media communication.

• 23- Approving the institution's risk management and compliance procedures and systems.

• 24- Approving the rules and procedures regulating the Council's work.

• 25- Appointing an internal financial auditor.

The Council may, as it deems appropriate, form permanent or temporary committees from among its members or others, to which it delegates tasks it deems appropriate. The decision forming each committee shall name its chairperson and members, define their tasks and remunerations, and each committee may seek assistance from whomever it deems necessary to perform the assigned tasks.

The Council may delegate some of its authorities to its chairperson, vice-chairperson, any of its members, or the institution's officials, in accordance with what is required for the workflow within it.

1- Council meetings shall be held at the institution's main headquarters, and with the approval of the President, they may be held at another location or through modern technology means.

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

3- Council meetings shall be held with the attendance of at least the majority of its members, including the President or his deputy.

4- Council decisions shall be issued by the votes of at least the majority of the members present, and in the event of a tie, the side voted for by the meeting President shall prevail.

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

6- The Council's deliberations and decisions shall be recorded in minutes signed by the meeting President and the members present. A member who objects to any decision may record his objection with reasons in the minutes.

7- The Council may invite those it deems necessary to attend its meetings without granting them the right to vote.

8- A Trustee shall be appointed by a Council decision, who shall be responsible for: preparing the Council's agenda, sending invitations to members, secretariat of the Council meetings, preparing minutes and decisions and recording them in the special register, and any other task determined by the Council. The Trustee's remuneration and financial benefits shall be specified in the appointment decision, in accordance with the regulations.

1- Subject to the provisions of Articles (Three) and (Seven) of the Law, the following two committees shall be among the committees emanating from the Council:

• A- Nominations and Rewards Committee.

• B- Audit and Compliance Committee.

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