Agenda of General Assembly meeting
Behind all success Maharah
Agenda of the Extraordinary General Assembly meeting, which includes increasing the company’s capital for the shareholders of Maharah Human Resources Company, on Thursday, June 08, 2023, AD
1- Reviewing and discussing the report of the Board of Directors for the fiscal year, ending on December 31, 2022.
2- Voting on the auditor's report for the fiscal year ending on December 31, 2022
3- Reviewing and discussing the consolidated annual financial statements for the fiscal year ending on December 31, 2022
4- Voting to appoint the company's external auditor from among the candidates based on the recommendation of the Audit Committee, to examine, review and audit the financial statements for the second and third quarters and the annual financial statements for the fiscal year 2023 and for the first quarter of the fiscal year 2024 , and determine thier fees. (attached)
5- Voting to absolve the members of the Board of Directors from liability for the fiscal year ending on December 31, 2022 .
6- Voting to give the authorization to the Board of Directors to distribute interim divdens to the company's shareholders on a semi-annual or quarterly basis for the fiscal year 2023 .
7- Voting to authorize the Board of Directors with the authorization contained in Paragraph (1) of Article Twenty Seven (27) of the Companies Law, for a period of one year from the date of approval of the General Assembly or until the end of the session of the authorized Board of Directors, whichever is earlier. This is in accordance with the conditions contained in the regulatory controls and procedures issued in implementation of the Companies Law for listed joint stock companies.
8- Voting on the business and contracts concluded between the company and Sajaya Healthcare Company, in which the member of the Board of Directors, Mr. Sulaiman bin Abdulaziz Al-Majed, has an indirect interest in them, which are manpower services for a period of one year 2022 AD, without any preferential conditions, and the transaction value was 230,552 Saudi riyals. (attached)
9- Voting on the business and contracts concluded between the company and Muzn Systems for Communications and Information Technology, in which the member of the Board of Directors, Dr. Abdullah bin Suleiman Al-Amro, has an indirect interest in them, which is a lease contract for a period of one year 2022 AD, without any preferential conditions, and the value of the transaction was 782,081 Saudi riyals. (attached)
10- Voting on the business and contracts concluded between the company and Zawaya Investment Company, in which the member of the Board of Directors, Dr. Abdullah bin Sulaiman Al-Amro, has an indirect interest in them, which is a lease contract for a period of one year 2022 AD, without any preferential conditions, and the value of the transaction was 439,854 Saudi riyals. (attached)
11- Voting on the business and contracts concluded between the company and the Yellow Mixture Foundation to provide meals, in which the member of the Board of Directors, Dr. Saud bin Nasser Al-Shithri, has an indirect interest in them, which is manpower services for a period of one year 2022 AD, without any preferential conditions, and the value of the transaction was 231,519 Saudi riyals. (attached)
12- Voting on the business and contracts concluded between the company and Jazal Arabia Company, in which the member of the Board of Directors, Mr. Saleh bin Abdullah Al-Henaki has an indirect interest in them, which is manpower services for a period of one year 2022 AD, without any preferential conditions, and the value of the transaction was 89,599 Saudi riyals. (attached)
13- Voting on the business and contracts concluded between the company and Abdulaziz Aidah Muftah Al Kathiri Auto Spare Parts Establishment, in which the CEO of the company, Mr. Abdulaziz Aidah Al Kathiri, has a direct interestin them, which is manpower services for a period of one year 2022 AD, without any preferential conditions and the value of the transaction was 38,697 Saudi riyals. (attached)
14- Voting on the disbursement of (2,870,000) Saudi Riyals as remuneration and compensation to the members of the Board of Directors for the fiscal year ending on 31 December 2022.
15- Voting on Employees Stock Incentive and authorize the Board of Directors to determine the terms of this program, including the allocation price for each share offered to the employees, if any.
16- Vote on the Board of Directors recommendation to increase the Company’s capital by granting bonus shares as follows:
• Total amount of increase: SAR 100,000,000 • Capital before increase: SAR 375,000,000 • Capital after increase: SAR 475,000,000 • Increase percentage: 26.67%
• Number of shares granted: granting one share for every five shares.
• Number of shares before increase: 37,500,000
• Number of shares after increase: 47,500,000
• The Company aims to support its financial position.
• The increase will be through capitalization of 100,000,000 SAR the retained earnings.
• If the item is approved, the eligibility of the bonus shares shall be for shareholders owning shares by the end of trading day of the Company’s Extraordinary General Assembly meeting date and are registered at Securities Depository Center Company (Edaa) by the end of the second trading day following the Extraordinary General Assembly meeting date.
• In case of bonus shares fractions occurrence, the Company will collect all fractions in a single portfolio to be sold at market price, the value will be distributed to eligible shareholders each by their share during 30 days from the allocation of new shares to each shareholder.
• Allocating 2.5 million shares of the capital increase representing 5.3% of the total new capital for the purpose of establishing the Company's employee share program (Long-Term Incentive Plan).
• Amend Article (7) of the Company’s Articles of Association relating to the Company’s capital , to reflect the above capital increase. (Attached).
• Amend Article (8) of the Company’s Articles of Association relating to the Company’s shares subscription, to reflect the above capital increase. (Attached).
Proxy
Proxy
Dear Shareholders,
The power of attorney form is not available. It will be sufficient to hold the Ordinary General Assembly remotely through modern technology using the Tadawulaty system.
If there is any inquiry, we hope to contact the Investor Relations Department through:
Phone No.: (920009633) Ext.: (1002) Email: [email protected]
Best Regards,
Report of the Audit Committee of the General Assembly
for the fiscal year ending on December 31, 2022
Report of the Audit Committee of the General Assembly for the fiscal year ending on December 31, 2022 To: The Shareholders of Maharah Human Resources Company
From: The Chairman of the Audit Committee at Maharah Human Resources Company Subject: Annual report of the Audit Committee for the fiscal year 2022 AD
1- Introduction
The company's Audit Committee is pleased to present to the Board of Directors its annual report on its work that took place during the fiscal year 2022 AD, in compliance with Article (88) of the Corporate Governance Regulations issued by the Board of the Capital Market Authority.
2- Formation of the Committee
The General Assembly of Shareholders, which was held on April 07, 2021 AD, approved the formation of the Audit Committee, as of 01/05/2021 AD, for a period of (3) years ending on 30/04/2024 AD, noting that the members are the following:
Committee member name Position
Membership classification
Independent Executive Non- Executive Mr. Abdul Aziz bin Ibrahim Al-
Nuwaisir
Chairman of the Committee and member of the Board of Directors
√
Mr. Jasser bin Abdul Karim Al- Jasser
Committee member from outside the Board of Directors
√
Mr. Abdul Aziz bin Abdullah Al-Haidari
Committee member from outside the Board of Directors
√
3- Committee tasks
• The Audit Committee assists the Board of Directors in fulfilling its responsibilities with regard to verifying the existence of an effective internal control system within the company. The Audit Committee helps verify the adequacy of the internal control system and its effective
implementation. Recommendations are made to the Board of Directors that will activate and
develop the system in order to achieve the company's objectives and protect the interests of shareholders.
• During the fiscal year 2022 AD, the committee held six meetings, in the presence of all its members, in order to follow up and implement the tasks entrusted to it. The Committee also maintained direct and continuous contact with the Internal Audit Department to ensure its independence in performing its work.
• The committee studied the company's initial and annual financial statements before presenting them to the Board of Directors and expressing its opinion and recommendation regarding them. This is after verifying its integrity, fairness and transparency, and preparing it in accordance with the accounting standards adopted in the Kingdom of Saudi Arabia. In addition, the independence of the external auditor was verified, and the committee discussed with the external auditor all the essential points mentioned in his report.
• The committee studied the issues raised by the company's financial management and took appropriate recommendations in this regard.
• The committee reviewed the contracts and transactions proposed to be conducted by the company with the related parties. It submitted its views on the matter to the Board of Directors. The
committee reviewed the compliance reports to verify the company's compliance with the relevant regulations, regulations, policies and instructions.
• The committee included Nabd Logistics Services Company, Ayadi Academy, and Shifa Arabia Company - which were established during the fiscal year 2022 AD within the scope of work of the internal audit department of Maharah Group. The Internal Audit Department was entrusted with conducting the risk assessment process and preparing an audit plan based on risks to be discussed and approved by the Audit Committee. This is after setting a special budget for these works with the approval of the Board of Directors.
• The Audit Committee assigned the internal audit department in the company to supervise the internal audit work in The Perfect Help Group and Atyaf Company, in addition to supervising the internal audit work for Maharah Company, which was assigned to external consulting firms
specialized in this field. The Internal Audit Department has updated the risk register and the internal audit plan for the next three years, after setting a special budget for these works with the approval of the Board of Directors. The Audit Committee has discussed the main risks report with the
company's executive management, and a corrective action plan has been prepared for all the observations contained therein.
• The review and audit operations of Maharah Company were implemented or started during the year 2022 AD for the following departments, based on the approved annual internal audit plan: (1) business operations Department, (2) business sales Department, (3) human resources Department, (4) procurement and contracts Department, (5) recruitment and international relations Department, (6) services, benefits and training Department (7) Personnel sales and service Department (8) Accommodations Department (9) Facilities, services and transportation Department. In addition to the follow-up work on the corrective plans for all departments that were reviewed, and then submitting the final reports to the committee for discussion and approval and recommending appropriate measures to address any observations regarding them.
• As for The Perfect Help Group, audits and audits have been implemented or started during the year 2022 for the following departments: (1) Training and Housing Department, (2) Governance and Compliance Department, and (3) Financial Department, in addition to follow-up work on corrective plans for all departments reviewed.
• As for Atyaf Company for Dominant Services, audits and audits were carried out for the following departments: (1) Financial Department, (2) Purchasing Department, and (3) Human Resources Department, in addition to follow-up work on corrective plans for all departments that were reviewed.
• The Committee recommended the Internal Audit Department, in cooperation with the Human Resources Department, to send awareness messages to all employees of the company about the policy of reporting violating practices in order to follow best practices on a quarterly basis. It aims to promote ethical values and encourage a culture of integrity and accountability in the company to ensure that all communications submitted are dealt with in strict confidentiality.
4- Committee’s opinion on the adequacy of the company’s internal control system
The Audit Committee considers that the company's internal control system is efficient and effective in several respects, but it needs development and improvement in other aspects to keep pace with the size and nature of the company's business. The company's executive management discussed the observations made through the internal and external audits. The Executive Management has submitted corrective plans for it, and the Audit Committee will follow up on the implementation of corrective plans during the year 2023 AD.
In conclusion, the Audit Committee would like to extend its sincere thanks and appreciation to the Board of Directors of the company for its continuous support for the work of the Committee during the year 2022 AD, its response to its requirements and its provision of its needs to enable it to perform its duties to the fullest.
Best Regards
Chairman of the audit committee //signature//
Abdulaziz Ibrahim Al-Nuwaisir
Voting on the appointment of the external auditor
Decision of the audit committee in Maharah Human Resources Company 2023 AD
With No. 03/2023 dated 15 April
Referring to the Article (78) of the Corporate Governance Regulations issued by the Board of the Capital Market Authority. The company has invited a number of specialized public accountant offices to submit their bids to examine the company's financial statements for the second and third quarters of the year 2023 AD and the first quarter of the year 2024 AD and to review the annual financial statements for the fiscal year 2023 AD. The
committee agreed to analyze the submitted bids after conducting the necessary comparisons and taking into account a number of technical considerations to choose the appropriate bid. The financial bids of the advanced offices were as follows:
# Audit Company Fees (not including VAT)
1 BDO 785,000 SR
2 RSM 625,000 SR
3 PKF 700,000 SR
After discussion, the committee decided the following:
Resolution No. 03/2023:
The Audit Committee unanimously decided to raise the nomination to the Board of Directors of:
1- Dr. Muhammad Al-Omari and Partners Chartered Accountants Company (BDO) 2- United Accountants Company (RSM).
It is submitted to the General Assembly to appoint one of these two offices to examine the company's financial statements for the second and third quarters of the year 2023 AD and the first quarter of the year 2024 AD. The annual financial statements for the fiscal year 2023 AD are reviewed with a recommendation to appoint Dr.
Muhammad Al-Omari and Partners Chartered Accountants (BDO) due to this office obtaining the highest final evaluation rate among the advanced offices, after combining the financial and technical evaluation criteria.
Audit committee members
Mr. Abdul Aziz Ibrahim Al-Nuwaisir Chairman of the Committee
//signature//
Mr. Jasser Abdul Karim Al-Jasser Mr. Abdul Aziz Abdullah Al-Haidari //signature// //sign ature//
Secretary of the Audit Committee Mr. Abdullah Faisal Mandili
//signature//
Attachments from clause (8) to clause (
13 )
•
Reporting to the Chairman of the Board of Directors to the General Assembly regarding related party transactions.
•
An independent limited assurance report issued by the external auditor
regarding related party transactions.
From: The Chairman of the Board of Directors at Maharah Human Resources Company To: The Shareholders of Maharah Human Resources Company
Subject: The businesses and contracts in which one of the members of the company’s board of directors has a direct or indirect interest, which took place during the fiscal year 2022 AD
With reference to the above subject, and in compliance with Article (27) of the Companies Law issued by the Ministry of Commerce and Article (40) of the Corporate Governance Regulations issued by the Board of the Capital Market Authority, in addition to delegating the Ordinary General Assembly on 28/06/2022 AD to the board of directors of the company with the authority to business and contracts that are carried out for the company’s account in which a member of the Board of Directors has a direct or indirect interest in it. We are pleased to inform you of the following works and contracts that did not meet the licensing conditions stipulated in Section (12) of the executive regulations of the Companies Law for Listed Joint-Stock Companies, the Regulatory Controls and Procedures issued in implementation of the Companies Law for Listed Joint-Stock Companies.
We inform you of the business and contracts concluded between the company and related companies, in which some members of the Board of Directors have an indirect interest. It is manpower services for a period of one year and without any preferential conditions. The value of transactions was 1,812,302 Saudi riyals, and their details are according to the following table:
# Related companies Name of the member of the board of
directors
Value in Saudi Riyals
1 Muzn Systems Company for Communications and
Information Technology Abdullah bin Suleiman Al-Amro 782,081
2 Yellow Mix Corporation for the provision of meals Saud bin Nasser Al-Shutari 231,519
3 Abdulaziz Aida Muftah Al Kathiri Corporation for Auto Spare Parts
Abdul Aziz bin Aida Al Kathiri Chief executive officer
38,697
4 Sajaya Healthcare Company Suleiman bin Abdulaziz Al Majid 230,552
5 Jazal Arabia Company Saleh bin Abdullah Al Hanaki 89,599
6 Zawaya Investment Company Abdullah bin Suleiman Al-Amro 439,854
7 Sarb Arabia Company Abdullah bin Suleiman Al-Amro -
8 World Insurance Company for information
technology Abdullah bin Suleiman Al-Amro -
9 Express Medical Company Abdullah bin Suleiman Al-Amro -
The report of the external auditor has also been attached in this regard.
Best Regards
Suleiman bin Abdulaziz Al Majid //signature//
Proposed amendments to the articles of association of the company.
Proposed amendments to the articles of association of the company.
Article before the amendment Article after the amendment
Article (7) Capital:
The company’s capital has been determined at (375,000,000) three hundred and seventy-five million Saudi riyals, divided into (37,500,000) thirty-seven million five hundred thousand nominal shares of equal value, the value of each of which is ten (10) Saudi riyals, all of which are ordinary cash shares.
Article (7) Capital:
The company’s capital has been determined at (475,000,000) four hundred and seventy-five million Saudi riyals, divided into (47,500,000) forty-seven million five hundred thousand nominal shares of equal value, the value of each of which is ten (10) Saudi riyals, all of which are ordinary cash shares.
Article (8) Subscription for shares:
The founders subscribed to the entire capital shares amounting to (37,500,000) thirty-seven million five hundred thousand shares, the value of which is three hundred and seventy-five million Saudi riyals (375,000,000) Saudi riyals, paid in full. All cash amounts paid from the capital have been deposited with one of the licensed banks in the Kingdom.
Article (8) Subscription for shares:
The founders subscribed to the entire capital shares amounting to (47,500,000) forty-seven million five hundred thousand shares, the value of which is four hundred and seventy-five million Saudi riyals (475,000,000) Saudi riyals, paid in full. All cash amounts paid from the capital have been deposited with one of the licensed banks in the Kingdom.
