Agenda of the Ordinary General Assembly
02 / 05/ 2023
1 - View and discuss the financial statements for the fiscal year ending on 31 December 2022..
2 - Vote on the external Auditors report for the fiscal year ending on 31 December 2022.
3 - View and discuss the Board of Directors' report for the fiscal year ending on 31 December 2022.(Attached)
4 - Vote on the appointment of external auditor from among the candidates recommended by the Audit Committee to audit the company’s annual financial statements for the second, third quarters and annual financial statements for the fiscal year 2023 AD and the first quarter of the fiscal year 2024 AD.
5 - Vote on the Board of Director’s recommendation to distribute cash dividends amounted to SAR
(11,137,500) to shareholders for the second half of year 2022, with the value of (1.10) SAR per share and at rate of (11%) of the capital, provided that the shareholders who own the shares are eligible by the end of the day of the general assembly meeting and those registered in the company’s shareholders register at the Securities Depository Centre Company (Edaa) are traded at the end of the second trading day following the maturity date. the distribution date to be announced later
6 - vote on the business and contracts concluded between the company and the Baazeem Trading Establishment in the State of Qatar, in which a member of the Board of Directors, Mr Salem Salih
Muhammad Baazeem, has an interest, whether directly or indirectly, knowing that the transactions for the previous year 2022 AD are a group of commercial transactions, knowing that the value of the contract is general 2022 AD (5,228,699 riyals). Knowing that these transactions are carried out on commercial basis and without preferential terms . (Attached)
7- vote on the disbursement of an amount of (2,125,000 riyals) two million one hundred and twenty-five thousand riyals as a reward for the members of the Board of Directors for the fiscal year ending on 12/31/2022 AD
8- Vote on the clearance of the members of the Board of Directors for the fiscal year ending on 31/12/2022 AD.
9- Vote on authorizing the Board of Directors to distribute interim dividends on a semi-annual or quarterly basis for the fiscal year 2023 AD
Audit Committee’s Annual Report 2022
The Chairman and Member of the Board of Directors Greetings,
The Audit Committee aims to aid the board of directors for optimally performing its responsibilities, including, among others, verifying the efficiency of the internal control system, for the sake of achieving the best interests of both the company and its shareholders. In addition, the Committee provides recommendations to the board for activation and development of the Internal control system. The Committee is entitled, without any restrictions, to review and have access to all information and data and study the initial and annual financial statements as well as accounting and financial policies adopted by the company and any modification in such policies, to give opinion and recommendation in respect of them before being approved by the board of directors.
The Audit Committee’s duties and responsibilities are summed up as follows:
1. Study the financial statements before presenting them to the Board of Directors and initiate their opinion and recommendation thereon. Verification of accounting estimates in material matters contained in financial reports.
2. Verification of accounting estimates in material matters contained in financial reports.
3. Follow up the work of chartered accountants and approve any work outside the scope of the audit work carried out by them.
4. Recommend to the Board of Directors the appointment of a unit manager, internal audit department or internal auditor.
5. Study and review the company's internal and financial control systems.
6. Control and supervise the performance and activities of the internal auditor and the internal audit department to verify the availability of the necessary resources and their effectiveness in performing the work and tasks entrusted to them.
7. Recommending to the Board of Directors the nomination and dismissal of auditors, determining their fees, and evaluating their performance. of matters that it deems necessary to take action to the Board of Directors and begin its recommendations with the actions to be taken.
The committee has held four meetings during 2022, and the following table shows the members of the Committee and the attendance record during the year.
Name 12/03/2022
AD
17/05/2022 AD
08/08/2022 AD
07/11/2022 AD
Fawzia bint Saleh Baazeem
Attended Attended Attended Attended Abdul Aziz
Ahmed Al-
Kabab
Attended Attended Attended Attended
Mohammed Bin Hamad Al Fares
Attended Attended Attended Attended
The achievements completed The Committee during 2022:
1. Studied the initial and annual consolidated financial statements to ensure they are in line with the accepted accounting standards and accounting policies adopted in the company.
2. Approving the internal audit plan for the year 2022 after discussing it with the Director of internal Audit.
3. Perform the internal audit of the following Departments:
Information Technology Department.
Human Resource Department.
Sales Department.
Procurement Department.
Finance Department.
Supply Department
4. Discuss the internal audit reports made to the company's departments according to the approved plan, review corrective actions and follow up on.
5. pending observations. The offers submitted by the audit offices are still being studied and met with them to explain the offers submitted by them to assist in the tasks of internal audit work and study the general risks of the company. This is in order to improve the internal audit work, preserve the company's gains, ensure its continued growth and protect it from risks.
6. Selection and nomination of the external auditor to carry out the audit work for the year 2022 and the first quarter of 2023. The committee received six proposals from accounting firms accredited and accepted by the Capital Market Authority.
Audit Committee Evaluation Form 2022 [indicative]
Sr. Subject Evaluation
I. System of the Audit Committee
1. Does the Audit Committee review its system annually? In case there is a modification or development required, does the Committee recommend it to the board for approval?
Yes
A. Supervise the Internal Audit Department in the company in order to ensure its effective fulfillment of the tasks and work assigned to it by the board.
Yes
B. Study the internal control system and draw up a written report showing its opinion and recommendations on such a system.
Yes
C. Study the internal audit reports and follow up on the implementation of corrective actions for the observations
Yes contained in them.
D. Provide recommendations to the board regarding the appointment, dismissal of the Certified Public Accountants CPA and determination of their fees, in addition to ensuring their independence when recommending their appointment.
Yes
E. Follow the activities of the Public Accountants and approve any work outside the scope of audit work assigned to them during engaging in the audit work.
Yes
F. Study the audit plan with the Public Accountant and express its observations on such plan.
Yes G. Study the audit plan with the Public Accountant and
express its observations on such plan.
Yes H. Study the initial and annual financial statements before
submitting them to the board and express its views and provide recommendations on such statements.
Yes
I. Study the accounting policies adopted and express its views and provide recommendations on such policies to the board.
Yes
II. Audit Committee’s Meetings:
1. Does the Audit Committee hold four regular meetings at least within the fiscal year?
Yes
2. Do all committee members attend the Committee meetings?
Yes 3. Is the opportunity provided to have discussions and
questions at the Audit Committee meetings?
Yes 4. Are the Audit Committee members submitted the meeting
agenda and meeting items in sufficient time before the date of such meeting to have enough and suitable review for all meeting items?
Yes
5. Is sufficient time available between the dates of meetings held by the Audit Committee and those held by the board of
Yes directors to refer any issue from the Committee to the board if necessary?
6. Does the Audit Committee call others to attend its meetings if necessary?
Yes 7. Does the Audit Committee hold a meeting with the chartered
accountant within the fiscal year and the head of the Internal Audit Department without being attended by the board of directors?
Yes
III. Committee’s Experiences:
1. Does the Audit Committee have the sufficient and enough experiences, skills, time and ability to fulfill the duties assigned to it?
Yes
2. Does the Audit Committee involve one member at least who has a recent experience in the finance?
Yes 3. Is there an induction program for the new members about
the activities and company bylaws?
Yes IV. Committee’s Communication:
1. Is there a direct communication between the head and members of the Audit Committee as well as other key officials such as the Chairman of the board of directors and internal positions such as the CEO, CFO, Head of the Internal Audit Department and the Chartered Accountant?
Yes
independent advice services if necessary?
4. Can the Audit Committee contact with the board of directors requesting a certain change to be applied?
Yes V. Third Party Services:
1. Does the Audit Committee recommend on annual basis the external auditor based on the experiences, skills and independency?
Yes
2. Does the Audit Committee make sure on annual basis that Yes the adopted actions are sufficient to ensure the external auditor’s independency and proficiency?
3. Does the Audit Committee appraise on annual basis the external auditor in terms of the experience, skills and independency?
Yes
4. Does the Audit Committee ensure that the rate of the service charges for the services submitted by the external auditor is in line with the audit process?
Yes
VI. Risk Control:
1. Does the Audit Committee control the risks to the Company?
Yes 2. Does the Audit Committee ensure that the internal audit
plan considers the risks?
Yes 3. Does the Audit Committee review the risk register in the
Company at annual basis?
Yes VII. Internal Audit:
1. Does the Audit Committee review the internal audit structure in the Company at annual basis?
Yes 2. Does the Audit Committee ensure that the internal audit is
based on resources enough to attain its desired goals?
Yes 3. Is the Head of the Internal Audit Department appointed and
removed by the Audit Committee?
4. Does the Audit Committee review the internal audit’s independency and proficiency in the company?
5. Does the Audit Committee review and approve the remunerations for the internal audit carried out by parties outside the company?
Yes
6. Does the Audit Committee review and approve the action plan of the internal audit?
Yes 7. Is a regular report submitted to the Audit Committee for
the internal audit including the management responses and recommendations?
Yes
8. Does the Audit Committee ensure that the Internal Audit Department cooperates with the external auditor?
Yes 9. Does the Audit Committee ensure that the internal audit is
in line with the relevant standards?
Yes VIII. Reports:
1. Does the Audit Committee review and approve the data contained in the annual report of the board of directors?
Yes 2. Does the Audit Committee review and approve the initial
and annual financial reports?
Yes 3. Does the Audit Committee review the management
responses to the external auditors’ reports?
Yes
The Committee discussed this report in its meeting No. (2) held on 14/03/2023 and recommended it to the Board of Directors for adoption.
Yours Respectfully,
Chairman of the Audit Committee Mohammed Bin Hamad Al Fares
