It is my pleasure to present the report of the Board of Directors of your Company for the year 2022. Walaa strives to be known as one of the best managed companies in the region.
Geographical spread and Country-wide Presence
Johnson Varughese
Board
Mr. Sulaiman A
Al Kadi
Mr. Khalifa A
Al Mulhem
1 - Names, qualifications, and experience of the Board members and Executive Management
Board of Directors
Mr. Waleed M
Al Jafaari
Mr. Wasef S
Al Jebshah
AlShabeebi has more than 24 years of experience in the accounting field and holds two associate degrees in accounting.
External Audit
Committee Members
External Audit Committee Members (Non-Board)
Walaa’s
Management
An insurance professional with more than 20 years of experience in various positions such as actuarial, individual life insurance, bancassurance, group life and.
Mr. Ghayas Khan
Ms. Rogayah Al Thawadi
Mr. Syed Raza Haider
Mr. Johnson Varughese
Executive Management
Mr. Mohannad Al Desouki
Mr. Wasif Minhas
Mr. Turki Al-Buraik
Mr. Fahad Aba Alkhail
Ms. Abrar Al Kaabi
Mr. Khalid Omran
Mr. Abdullah Redwan Hussien
Ms. Shaima Al Mulhim
Ms. Khulood Al Shreif
WOMEN NOW REPRESENT 26.22% OF WALAA’S EMPLOYEES
2 - Names of companies inside and outside the Kingdom in which a member of the Board is a member of the current or former member or manager of the Board:.
2 - Names of the companies inside and outside the Kingdom in which a Board member is a member of their current or previous Board member or manager
3 – Composition of the Board and classification of its members
4 – Procedure taken to the Board to inform its members, Non-Executive Directors in particular, of the shareholders’ suggestions and remarks on the Company and its performance
Board Member Name Type of Membership Classification of Membership
Investor Relation Contact Information
5 - Board of Directors and Committees
- Executive and Strategy Committee (Ex Com)
- Audit Committee (AC)
- Investment Committee (IC)
- Nomination & Remuneration Committee (NRC)
- Risk Management Committee (RMC)
The Investment Committee monitors and reviews investment policy tasks and oversees the implementation and approval of investment activities and monitors the performance of the investment portfolio. The Nominations and Remuneration Committee is responsible for recommendations to the Board of Directors and the annual audit of the appropriate skill requirements for Board membership. company structure and oversees the recruitment process. The Nomination and Remuneration Committee held (2) meetings during the year, and the following table shows the attendance of each member of the Committee:
Name of Member
Total Number of Meetings: (3)
6 - Board and Board Committee Evaluation
7 - Compensation Paid to Directors and Executive Management
A - Board of Directors Remunerations and Fees
Fixed Remunerations
Name of Board of Director
B - Executive Management’s Remunerations
An annual bonus linked to performance indicators in accordance with the annual assessment completed for this regard
Plans, policies, and types of bonuses for employees and Senior Executives are approved by the Board of Directors based on the recommendation of Nomination and Remuneration Committee
Senior Executive
Fixed Remuneration
Variable - Periodic
End of Service
Aggregated Amount
Member’s Name Fixed Remuneration (Excluding Meeting
Meeting Attendance
In SAR m Executive Committee
Members of Committees’ Remunerations and Fees
8 - Preventive Restriction / Penalty
9 – Corporate Governance
10 - Internal Control
- All significant business processes are periodically risk-assessed and classified as high, medium, and low-risk types of business processes
- An audit plan is then prepared and submitted to the Audit Committee for approval on an annual basis
- As a result of evolving circumstances, the audit plan may require revisions. Any revisions to the audit plan are also approved by the Audit Committee
- The results of the conducted Audit reviews are submitted to the Audit Committee
- Identified risks during the Audit reviews are monitored for corrective actions implementation
The Internal Audit Department maintains the independence of its organization by functionally reporting to the Audit Committee as required by Saudi Arabian regulations and best practices. An audit plan is then prepared, which is submitted to the audit committee for approval on an annual basis. The audit plan is risk-focused, i.e. high-risk business processes are subject to more frequent audits.
Based on the risk assessments, the audit plan and the internal audit reports submitted by the internal audit department and carried out by the external auditors, the audit committee could conclude that the internal control system in the company is effective. The company's compliance function also assists the audit committee in ensuring that the company's management, board and approved persons comply with all relevant regulatory requirements, guidelines and directives issued by SAMA, CMA, CCHI and other statutory authorities. Monitor changes in insurance legislation and ensure that the company acts in accordance with the revised/amended requirements.
Ensuring that the company meets all the conditions required by SAMA and develops and maintains a professional relationship with SAMA and other statutory bodies.
12 - Principal Activities
List of the dates of the General Assembly meetings held during the fiscal year 2022 and the names of the Board members who attended these meetings
All significant business processes are periodically risk-assessed and classified as high-, medium- and low-risk types of business processes. Develop, implement, document and update as necessary compliance monitoring and risk management strategies, systems, procedures, processes and controls to comply with SAMA's regulatory requirements, directives and anti-money laundering regulations. Ensure compliance with CMA rules and regulations, including listing requirements, regulatory compliance and corporate governance.
Conducting continuous monitoring and ad hoc audits and controls to assess the validity and implementation of internal procedures and processes and their compliance with regulations and/or directives. Working with department heads to direct compliance issues into appropriate channels for investigation and resolution.
Board Member
Ordinary General Assembly Meeting
23/05/2022 Extraordinary General Assembly Meeting 15/09/2022
As planned, the inventory of all first aid kits and fire safety equipment was taken and properly maintained. To deal with any untoward situation, the Emergency Response Team (ERT) members were assessed and each received specific training in first aid and CPR, firefighting and firefighting. Thanks to the dedicated efforts of our ERT members, two successful fire drills were held this year in all buildings, in the headquarters in Al-Khobar and in the regional offices in Riyadh and Jeddah.
As part of the holistic approach to employee health, various sports and games were organized by the Marketing and other departments. We aim to improve the quality of life and provide a world-class work environment and employee support. Walaa organized a walking marathon with the participation of 20 teams, with the aim of encouraging Walaa's employees and their families to practice physical activity and participate in sports events in conjunction with the International Sports Day.
Walaa also organizes the annual Ramadan celebration for the company's employees and their families, which comes within the framework of Walaa's zeal to strengthen the spirit of communication among its employees as one family that takes advantage of the holy month to create a mutual humanitarian message. maintain its practical structure coherent, unified and harmonious.
13 - Company's ESG Initiatives
Participants and running enthusiasts can also sign up for several races designed to suit all members of the community of all abilities and fitness levels of both sexes. During the year, Walaa also organized awareness-raising workshops on health, safety, the environment and the goals of sustainable development, which consequently raised awareness among our employees.
14 - Financial Performance
2017 Insurance operations
15 - Significant plans, decisions, and future prospects
Insurance Contracts & IFRS 9 Financial Instruments journey
Operating under the Cooperative Insurance module and servicing customers in the Kingdom of Saudi Arabia, it is important to the management and board of directors to be a Shariah compliant company. Part of the committee's duties is to annually review the company's financial activities, segregation of accounts for shareholder and insured groups, investments, insurance mechanism, insurance programs, products and services from a Shariah perspective to confirm their compliance with Shariah principles. , and then regularly reports the results of the review processes – after which the company implements any required changes, if any – to the Board of Directors of the Sharia Certification Office, subject to any changes that may be required by the Sharia Board for approval by the company to activate. In 2022, the Shariah review for 2021 was completed and the company had a non-Shariah Compliant investment income of SAR 2.5 million for 2021 from certain investment classes that are currently non-Shariah Compliant. standards and is thereby purified.
As the company has not carried out the clearing on behalf of the shareholders, in this regard, the company wishes to notify the shareholders of their responsibility to clear this percentage of incompatible income, which amounts to 0.039 Saudi Riyals per share. The Sharia Board consists of eminent scholars appointed by them from time to time.
16 - Risks faced by the Company
The risk that the Company will experience difficulties in raising funds to meet obligations and commitments related to financial obligations. The Company manages liquidity risk by maintaining the maturities of financial assets and financial liabilities and investing in liquid financial assets. The Company has a liquidity risk policy that sets out what the liquidity risk entails for the Company.
Adherence to the policy is monitored, and exposures and breaches are reported to the company risk committee. The company assessed its liquidity position and did not expect any significant liquidity risk. Since the Company is rich in cash and the company's investments in short-term assets can be liquidated at any time. f) Operational risk:.
In order to ensure the continuity of services in emergency situations or crises and to maintain the confidentiality, integrity and availability of business data at all times, the company has developed an appropriate business continuity management system.
17 - Geographical operations
The Company's portfolio of financial instruments is widely diversified and transactions are conducted with various creditworthy counterparties, thereby mitigating any significant concentration of counterparty default risk. The company has a proper cash management system where daily cash collections and disbursements are strictly monitored and reconciled on a regular basis. The Company's excess of catastrophe loss reinsurance contracts contain clauses that permit immediate withdrawal of funds to meet claim payments if claim events exceed a certain size.
To manage the liquidity risk arising from the financial obligations mentioned above, the company has liquid assets, which consist of cash and their equivalents and investment securities. Substantial resources are dedicated to maintaining efficiency and effectiveness throughout operations within the framework of social responsibility, policies and a code of business ethics. Company management and chief compliance officer must ensure compliance with all regulatory requirements, initiate timely updates for regulatory changes, and enable the company to remain compliant with all regulatory changes.
The Board of Directors ensures that the company is not exposed to successful cyber attacks or damage to its assets due to malicious activities that will ultimately lead to system failures.
Geographical Spread of Gross Written Premium, SAR’ m
As a result, loss arising from payments yet to be received that are due as agreed in the invoice/ unable to collect premium from customers when due - overdue receivable. e) Liquidity risk:. Guidelines are set for asset allocations, portfolio limit structures and distribution profiles of assets to ensure that sufficient funding is available to meet insurance and investment contract obligations. Contingency funding plans are in place, specifying minimum proportions of funds to meet emergency calls, as well as specifying events that will trigger such plans.
The company has an internal control function that oversees various controls to ensure compliance with all policies and procedures, staff has sufficient training and experience and promotes effective communication related to operational risk management, regular operational risk assessments and reports on results, developments and updates of IT systems. The primary responsibility for developing and implementing controls over operational risks rests with the board. As digital transformation and technology evolves, the business faces a growing threat of cyber-attacks that can disrupt essential business operations.
To support the Business Continuity Plan, the IT Disaster Recovery procedure was established to apply a recovery of all critical IT systems, the primary data center and all employees and non-employees of the Company , who are directly or indirectly responsible for the management of these systems established by the Company's Board of Directors.
18 - Material Variations from previous year
19 – Accounting Standards
Reported Line Item (SAR’ millions) Year Change in
Explanation for Change 2022 2021 Amount %
20 – Name of each affiliate company, its capital, the company›s ownership percentage, the main scope of business, country of operation and country of incorporation
21 - Details of shares and debt instruments issued for each affiliate company
22 - Dividend Policy
23 - Description of any interest in a class of voting shares held by persons (other than the company’s directors, Senior Executives and their relatives) who have notified the company
24 - Interest, Options and Subscription rights
25 – Borrowings, Issue/Redemption of Securities
26 – Description of the class and number of any convertible debt instruments, contractual securities, preemptive right or similar rights issued or granted by the company during the
27 - Description of any conversion or subscription rights under any convertible debt instruments, contractually based securities, warrants or similar rights issued or granted by
Name of Person of Interest
Beginning of 2022 End of 2022
Total
Change Percentage of change
Shares debt instruments
28 – Description of any redemption, purchase or cancellation by the company of any redeemable debt instruments and the value of such securities outstanding, distinguishing
29 - Shareholders Records
30 - Related Party Transactions
Request Date Date of Shareholders Record Reason to Request
Senior Executive
Transaction
Nature as per Account
Register
Contract
Duration Transaction Amount*
Related Party Name Relationship Nature Nature of Transactions
Duration Transaction Amount
Related Party Name
Board Member (Representative
Relationship
Nature Nature of Transactions
Nature as per
31 - Any business or contract to which the company is a party and in which a director of the company, a Senior Executive, or any person related to any of them is or was interested
Major Shareholders
35 - Employees’ Benefits
36 - Statements of Affirmation
37 – If the external auditor’s report contains reservations on the annual financial statements, the Board report shall highlight this mentioning the reasons and any relevant information
38 - External Auditors
39 - Board of Director’s recommendation to replace the external auditor before the end of its term
40 - Audit Committee recommendations, which are inconsistent with the decision of the Board, or which the Board has refused to consider regarding the external auditor
Conclusion
Board of Directors of Walaa Cooperative Insurance CompanyStatutory Expenditure
Type
Brief Description Due Reasons Paid
General Authority of
Saudi Central Bank
32 – Description of any arrangement or agreement under which a director or a Senior Executive of the company has waived any remuneration
33 – Any arrangement or agreement under which a shareholder of the company has waived any rights to dividends
34 - Statutory dues and payments
Walaa Cooperative Insurance Company
Saudi Joint Stock Company
UNN. 7001526578
