Issued in pursuance to the provisions of clause (f) of Article (12) of the Social Security Law No. (19) of 2001, and the Board’s Decision No. 147/2005, dated 31/10/2005, and its amendments No. 22/2006 dated 9/3/2006, 113/2007 dated 27/11/2007, and 26/2009 dated 25/2/2009.

Article (1):
These Instructions shall be called the (General) Executive Instructions for SSC’s Representatives in Companies” and shall be effected as of 15/6/2009.

Article (2):
The following words and phrases wherever mentioned in these Instructions shall have the meanings ascribed to hereunder unless the context indicates otherwise:

Article (4):Representation Terms and Condition

A. SSC’s representatives from SSC and SSIU’s employees in companies’ boards of directors shall meet the following terms:
1. The representative shall have been appointed for at least one year in respect to SSIU’s employees, and two years respecting SSC’s employees
2. The representative shall have work experience of at least (10) years for Bachelor's degree holders, (7) years 
    for Master’s degree holders, and (4) years for doctoral degrees holders.
3. The representative shall be efficient, experienced, and shall have acquired necessary knowledge on the
    nature of the company’s business, and the duty assigned to him.
4. The representative shall have good knowledge of financial matters and ability to prepare the necessary
    reports.
5. The representative shall have adequate time to conduct its duties as a SSC’s representative.
6. The appointed representative’s ranking shall be compatible with the ranking of other SSIC board members.
7. The representative shall meet the terms and conditions that should be met by SSIC board members, as 
    stipulated by the Companies Law.
8. The representative shall sign the commitment form prepared by the competent department at the Social 
    Security Investment Unit (SSIU).
9. The representative shall not be connected in any kinship relationships with the company’s higher and
    executive managements, even from a second degree.
10.The representative shall not be a major shareholder or owner of a company that deals with the company in 
     which he represents SSC, except for regular business transactions, and without favorable terms or
     conditions. In this case, the representative shall obtain the prior approval of the SSIC Chairman in respect
     to such regular transaction.
11.The representative shall not be a partner with or an employee of the external auditor during the past five 
     years prior to the date of representing SSC. 
 

B. In addition to the conditions stipulated in items 2 through 11 Clause (A) herein, the representatives of SSC 
    who are employees at the public and private sector, academicians, and practitioners should meet the
    following conditions:


1. SSC representative from the public sector shall be an employee of the higher and first rank, or an employee 
    having similar job ranking and duties in public official departments and institutions.
2. An academician representing SSC shall have worked as a teaching staff member at an official university, and 
    have previously assumed administrative and leadership positions in such universities, which are equal to, but
    not less than, a dean of faculty.
3. A representative from the private sector shall be a member of a company’s board of directors or the
    executive management (or any of their equivalent in terms of work experience, including financial or
    operations managers enjoying the first rank) for companies considered pioneering and leading in their field,
    with proven efficiency record and good performance.
4. A practitioner (lawyer, engineer, physician and any other practitioner) representing SSC shall enjoy
    prominent and distinguished reputation in his practice, and shall have good knowledge in
    company management. 
 

C. Representatives of the labor union who are nominated by the union, with a maxim number of four seats,
    shall be excepted from the representation condition provided for in Item (A+B) (university qualifications).

D. 1. The representation period in one company shall not exceed one term of one board, with a maximum of
    four successive years for the same representative in the same company.

2. Without prejudice to the provisions of the above clause (D/1), the representative may not be renamed
    except after an interruption interval of a one full term at the same company’s board of directors.

3. Representation shall not include more than one company’s board of directors, except in the following events:
A. Defaulted companies.
B. Companies under establishment.
C. On an interim basis and/or to attend one session.
D. In all cases, SSC shall not be represented by the same representative in more than three companies.
 
4. Representation for special purposes shall not exceed two years.

Article (5):Duties of representatives at Boards of Directors:
 

A. The representative of SSC within a company’s board of directors shall undertake the following:

1. Consulting with the competent department on the subjects in which he needs prior directives, according to 
   the provisions of these Instructions, for purposes of taking proper decisions in compliance with
   SSC’s approaches.
2. Writing quarterly reports (every three months) on the meetings which he attended, the important decisions 
    taken, and his opinion regarding the subjects raised, and any proposals for the Commission as needed,
    taking into consideration forwarding the important documents and papers referred to him, and which may
    be useful to the Commission for follow-up purposes, after obtaining such documents (such as decisions,
    the financial statements and any document related to work strategy, the competent company
    management within two weeks as of the date of issuing the audited financial statements).
3. In the event that SSC has more than one representative within a company, a consolidated report shall
    be prepared by the representatives on each meeting jointly attended.
4. Notwithstanding the provisions of the above Paragraph (2), if the representative finds certain conditions
    or difficulties which require informing SSC accordingly, either due to attending a meeting or for any
    other reason, an urgent report shall be prepared on such conditions, inclusive of the representative’s
    respective opinion and recommendations.
5. Seeking assistance from the experiences available at any of SSC’s competent entities/SSIU for studying the 
    conditions of the relevant company, if deemed necessary. 
6. SSC’s representatives in companies shall attend the meetings of the boards of directors in which they 
    participate regularly and effectively. In case of absence, the representative shall notify the competent 
    department two days before the session is held.
7. In case the representative fails to attend three sessions during the year, without notifying the competent 
    department, the director of such department shall submit a report accordingly to the SSIC Chairman to take
    an appropriate decision.

B.SSC’s representatives within the same company shall coordinate among themselves. In case SSC’s 
  representatives differ in their opinions, or if the issue rose requires obtaining the prior approval of the 
  Commission, such representatives shall consult in advance, and obtain appropriate guidance from the
  Commission.

C.The prior approval of the authorized entity shall be obtained, through the competent department, and 
   according to the effected instructions at the Unit, by the member representing SSC in any company’s board
   of directors, if there is sufficient time for obtaining such approval. Otherwise, the representative member
   shall request postponing considering the decision to be taken to a forthcoming session. However,
   sufficient time for studying such approval, to the extent that a suitable time limits has not been already
   given. The prior approval shall be limited to the following main issues:


1) Liquidating the company.
2) Selling or merging the company into another company.
3) Changing the legal form of the company and its main purposes.
4) Increasing SSC’s obligations with the company (shareholding/loan).
5) Imposing restrictions on the dividends to be distributed to shareholders.
6) Any other issues the approval of which usually requires obtaining the consent of the extraordinary general 
    assembly, in accordance with the relevant company’s regulation, and as stipulated by applicable laws and 
   regulations. 
 

D. The representative be committed to refrain from issuing approval in respect of concluding loans the maturity 
    dates of which exceed three years, or selling or mortgaging the company’s properties, or acquitting the 
    company’s debtors from their obligations (if such obligations materially affect the company’s financial
    standing) unless after referring to the competent department of the Unit.

E. SSC’s representatives shall forward any amounts delivered directly to them from the banks stated in
    Paragraph (I) of Article (7) herein.

F. In addition to the above, the representative in companies under establishment shall be required to do the 
    following: 

1. Following up convening the first/founding general assembly’s meeting of the company, during period of (60) 
    days as of the date of approval of the establishment of such company.
2. Insuring the preparation of founding expenses budget, which are to be spent during the foundation stage
    and the supervision there upon. 
3. Making sure that the authorized entity in SSIU is notified in respect of any matter related to joining or 
    discharging partners during the foundation stage, or non-coverage of a part of the capital through general  
    subscription.
4. Reviewing the partners' agreement, or any other agreement signed by the company.
5. Coordinating with the competent department in respect of the Articles of Association, and the Company’s 
    Charter, so that SSIU will take the necessary approach.
6. Any other issues that directly affect SSC’s share in the company.

Article (6):The authorities granted to representatives in the boards of directors:

SSC’s representatives in any company’s board of directors shall be entitled to all authorities stipulated in the regulations of the company, in conformity with applicable laws, except for the decisions which may affect the value of SSC’s share in the relevant company’s capital, increase SSC’s obligations towards such company, or change the nature of that company’s business, or in respect of any issue for which SSC has already taken a position, taking into consideration the provisions of paragraphs (c) and (d) of Article (5) herein.

Article (7):SSC representatives’ fees and remunerations:

A. A fund for the fees and remunerations of the Social Security SSC (SSC)/Social Security Investment Unit (SSIC) representatives shall be established, and shall consist of two accounts:


1. Representatives’ remunerations account.
2. Monthly allowances account.
   The above two accounts shall be funded from the resources referred to hereinafter under Paragraph (I) of
    this Article.
 

B. The competent department shall request the companies in which SSC is a shareholder to transfer the 
    remunerations and monthly allowances to be paid to the representatives, pursuant to the Companies Law
    or to the Articles of Association of the company in which SSC is a shareholder, along with any other relevant 
    amounts to the fund’s remunerations and monthly allowances accounts, except as stipulated under item (H) 
    below. 

C. Companies shall be classified into categories by a decision made by the SSIC Chairman, according to the 
    principles approved by Commission, provided such classification is reviewed at the end of each year, based
    on the latest financial statements issued by the company.

D. The representative shall not receive any other remunerations or monthly allowances directly from the
    company in which he represents SSC (except as stipulated in paragraph (H)).

E. The representative’s allocations shall be paid from the remunerations account, taking into consideration the 
    actual attendance of respective sessions, according to the conditions provided for in the hereunder
    Paragraph (G) of Article (8). 

F. The Social Security Investment Unit (SSIU) shall determine the monthly allowances and other allowances
    paid in consideration to attending the committee sessions, based on the company classification in item (C)
    of this Article.

G. The outstanding amount shall be paid (as stipulated in Paragraph (C) of Article (8)) based on maturity, and 
    according to the actual period of time of the representative’s membership in that year, taking into 
    consideration the actual attendance of sessions.
 
H. The amounts which SSC’s representatives receive in the form of per diems, travel, or delegation outside 
    workplaces allowances, which are paid by the relevant companies, shall not be included within the account 
    according to Paragraph (I) of this Article, provided that SSC has not paid compensations against such \
    delegated work. In addition, no remunerations shall be paid against any special works or consultations which 
    the representative has delivered in favor of the company in which he is a board member, after obtaining the 
    written approval from the SSIC Chairman.

I. Fund resources:
 

1.Representatives’ remunerations account whose resources consist of the following: a. Representatives’ 
   remunerations which are paid by the companies in the form of profits accrued during the year. b. Bank
   interests incurred on this account. c. Amounts deducted from the representatives’ remunerations due to
   failing to attend meetings.
2. Monthly allowances account whose resources consist of the following:
a. Allowance for attending the board of directors’ sessions (according to Article 162/C) of the Companies Law.
b. Committees’ sessions allowance.
c. Transportation allowance.
d. Allowance for representation in the commissions of directors of emerging, subsidiary and allied companies.
e. Bank interests incurred on this account
f. Amounts deducted from monthly remunerations by reason of failing to attend session.
g. Temporary advances from SSIU to cover the monthly allowances, provided such advances are to be settled 
    once balances are available in the fund. h. Any other revenues paid to the representatives according to the 
    Companies Law or the company’s Articles of Association, together with any other relevant revenues, except
    as stipulated in the above Paragraph (H). i. In case deficit occurs in the monthly allowances account,
    the deficit  shall be covered from the remunerations account.
 
j. Any other amounts paid to SSC’s representatives in under establishment companies or those established for a 
   special purpose.

k. Fund management:
1. The competent department at SSIU shall undertake the fund’s management, according to the accounting 
    principles, while the required accounting records shall be regulated respecting deposits, payment,
    distribution and all financial transactions.
2. Payments from the fund shall be made based on the approval of the SSIC Chairman, through the
    recommendations of the competent department, as stipulated in Article (8) and (9) herein.
3. The competent department shall follow up the collection of the fund revenues provided for in the above 
    Article (I) as of 1/10/2007. 

Article (8):Rules of Eligibility for and Distribution of Remunerations:

A.The total number of shares in any calendar year shall be determined according to the number of 
   representatives in that year. 

B.The financial value of shares distributable to the representatives shall be determined on the basis of the
   balance available in the account, less the following:


1. Tax accrued according to applicable laws.
2. The remunerations of the Chairman of SSIU Management Commission and the Managing Director, amounting
    to five thousand Dinars per each, in addition to a fund share on an equal basis with the
    remaining representatives.
3. Deficit in allowances account.
 

C. 50% of the remaining balance shall be allocated as incentives for SSC and Social Security Investment Unit 
   (SSIU)’s employees, and shall be distributed according to the rules approved by the Commission, based on a 
   recommendation of the SSIC Chairman.

D.The financial value of the share shall be determined through dividing the financial value of the distributable 
   shares by the total number of shares.

E.The representative shall be entitled to the financial value of a one share in full, if such representative has 
   represented SSC for a full calendar year, and such value shall be paid in installments, regardless of the number
   of the companies in the boards of which he represents SSC.

F.The share value to which the representative is entitled for part of the calendar year shall be determined 
   according to the period of representing SSC (based on the nomination letter issued by the authorized entity)
   in the company’s board, through multiplying the financial value in full by the number of days of representing
   SSC divided by 365 days.

G.The representative shall be entitled to the determined share value as stipulated in the above Paragraph (D),
    if the representative has attended 75% of annual meetings, otherwise, the share shall be paid according to
   the percentage of meetings attended.
 

Article (9):Rules underlying eligibility for and distribution of the monthly allowances:

A.The Social Security Investment Unit (SSIC) shall undertake determining the monthly allowances, based on
    the classification of companies and pursuant to the provisions of Paragraph (C) of Article (7).

B. The representative shall be entitled to the following monthly allowances:
 

1. Transportation allowance.
2. Committee membership allowance.
3. Transportation allowance in return for his membership in emerging and allied companies.
 

C.The representative shall be entitled to 25% of the transportation allowance value stipulated in the above 
   Paragraph (A), against his membership in the permanent major committees formed under the company’s
   board of directors.
 
D.The representative shall be entitled to 50% of the transportation allowance value stipulated in the above 
   Paragraph (A) against each membership in the company’s emerging or subsidiary companies in which
   he represents SSC, if such company pays monthly allowances.

E.The above allowances accrued shall be paid to the representative on a monthly basis.

F. In the event that one of the representatives has been designated to the membership of a company’s board
   of directors, during certain days of the month, and not since the beginning of the month, a transportation 
   allowance shall be paid to him on a pro rata basis based on the period of his representation during such days
   of that month.

G.The income tax shall be duly deducted from the amount accrued.
 
H.In case the representative has not been able to attend any of the board of directors’ meetings for any
   reason whatsoever, the director of the competent department, or the liaison officer shall be nominated
   to attend such session

I. The person delegated to attend a company’s board meeting in case the original member is absent shall be
    paid a fixed amount of (200) Dinars per meeting.

J. SSC’s representative in under establishment companies shall be paid a fixed amount determined by the SSIC 
   Chairman, by referring to the classification principles, whereas such amount shall not exceed the maximum
   limit set.

K. If the representative is late in submitting any of the periodic reports to be prepared according to the
    approved form, the payment of monthly allowances shall be suspended completely as of the beginning
    of the next quarter after the date of submitting the required report.

L. 25% of the monthly allowances are to be deducted against each meeting the representative does not
    attend for whatsoever reason. Such percentage is to be raised to 50% in case such representative does
    not give notification according to the provisions of Item (6) of Paragraph (A) under Article (5) herein.

Article (10): Authorized signatories and authorities to sign

A. Authorized signatories:


1. SSIC Chairman.
2. Director of Treasury at the Unit.
3. Financial Manager at the Unit.
4. Director of Portfolio Support Department.

B. Authorities to sign:

Checks and financial transactions shall be signed jointly by two authorized signatories."


C. The account shall be controlled and audited at the end of each year by the Department of Internal Audit
    and Control at the Unit.

Article (11): General Assemblies

A. SSC representative may, before the conduction of ordinary or extraordinary general assemblies, and as he 
    deems appropriate, request SSIUto name its representative to attend the general assembly meeting, based
    on the prior coordination with the competent department.

B. The competent authority shall prepare a comprehensive memo addressed to the assembly’s SSIC Chairman
    the status of the relevant company prior to the conduction of the general assembly meeting, and inform
    the SSIC Chairman of the issues raised in order to issue proper directives to SSC’s representative or
    legate before heading to attend that meeting.

Article (12): Assessment of representatives and termination of their representations

A. The competent department shall undertake the following:


1. Keep organized statistics on the number of meetings held by the boards of directors of the companies in
    which SSC is represented, and the extent to which each SSC representative is committed to
    attending, preparing required reports, and keeping the SSIC Chairman informed accordingly.
2. Provide each representative upon appointment as a SSC representative with all the information which clarifies
    required reports, and keeping the SSIC Chairman informed accordingly.
3. Prepare a form to assess SSC’s representative to be filled at the end of each year, and submitted to SSIC.
4. SSIC may, upon a recommendation by the SSIC Chairman, terminate the representative’s membership for 
    reasons related to his performance or conduct.

B. Termination: Representation period shall be deemed expired under the following circumstances:


1. Resignation
2. In case a decision is issued by the authorized entity concerning terminating the representation period.
3. If a company liquidation decision is issued.
4. If the competent authorities decide the dissolution of the company’s board of directors for any of the 
    companies in which SSC is a shareholder, and the formation of management committee.
5. If the representative fails to attend three sessions during the same year, without giving reasonable
    justification that is approved by the SSIC Chairman.

Article (13):Disclosure and conflict of interests

A.The representative shall comply with any disclosure and conflict of interest regulations issued or adopted by
   the official authorities in the Hashemite Kingdom of Jordan, and which the members of companies’ boards
   are bound to follow.
 
B. The representative, whether an employee of SSC or any other part, shall provide a disclosure of the names
    of companies in which he is a board member, in any capacity whatsoever.

C. The representative shall be bound to refrain from obtaining any amounts or salaries from the company in the 
    board of which he represents SSC, including the loans of various types, except as stipulated in Paragraph (H)
    of Article (7).

Article (14): Classification of companies and selection of representative

The Commission shall issue the principles required for classifying companies and selecting SSC’s representatives
in the companies’ boards of directors, as well as monthly allowances tables.

Article (15):
Any provisions of precedent instructions issued in this regard shall be revoked.