Arabian Refineries nnouncement of the Saudi
A
o) to invite its shareholders to Company (Sarc
attend the regular general assembly meeting (the first meeting) through modern technology means
Description Item
Board of Directors of the Saudi Arabian Refineries Company (Sarco) is pleased to invite its valued shareholders to participate and vote at the regular general assembly meeting (the first meeting) to be held, God willing at Seven of the evening of Thursday 04/12/1444 AH, the agreement is
22/06/2023 AD through modern technology system.
introduction
company's headquarters, Al -Madinah Al -
Munawwarah Road, Adham Commercial Building - by modern technology (remotely)
City and place of the General Assembly
Tadawulaty System URL for the Meeting Location
22/06/2023 Date of the General Assembly's
Meeting
8:00 PM Time of the General Assembly's
Meeting
Each shareholder has the right to shareholders in the company’s shareholders ’record at the Deposit Center at the end of the trading session that precedes the General Assembly meeting according to
regulations and regulations, and shareholders have the right to discuss the topics listed in the agenda of the General Assembly and ask questions to members of the Board of Directors and account references.
Attendance Eligibility
The regular general assembly meeting is true if attended by shareholders representing at least a quarter of the capital, and if the quorum is not available for this meeting, the second meeting will be held an hour after the end of the period specified for the first meeting, and the second meeting is correct, whatever the number of shares represented in it Quorum for Convening the General
Assembly's Meeting
1- Reviewing and discussing the report of the Board of Directors for the fiscal year ending on December 31, 2022.
General Assembly Meeting Agenda
2- Reviewing and discussing the financial statements for the fiscal year ending on December 31, 2022.
3- Voting on the audit auditor’s report on the fiscal year ended on December 31, 2022.
4- Voting on the privileges of the members of the Board of Directors for the fiscal year ending December 31, 2022 AD.
5- Voting on the recommendation of the Board of Directors to distribute a cash profit for the financial year 2022 AD of (15,000,000 riyals) by (10%) of the company's capital by (1 riyals) for each share owned by the shareholder provided that the right to
shareholders owners of the company shares at the end of the trading day The ordinary general
assembly of the company (fifty -third) and those who are registered in the company's shareholders' record at the Securities Depository Center Company
(deposit) at the end of the second trading day
following the date of entitlement, and the date of the distribution will be announced later.
6- Voting on the appointment of the company's account references from among the candidates based on the recommendation of the review committee, to examine, review and audit the financial statements of the company for the second and third quarter and the annual financial statements for the fiscal year 2023 AD and the first quarter of the fiscal year 2024 AD and determine its fees.
7- To vote on the decision of the Board of Directors to appoint Mr. / Rashid Sulaiman Al-Rasheed as an independent member of the Audit Committee, starting from the date of March 1, 2023 AD until the end of the current committee’s work period on April 30, 2024 AD, in place of the previous committee member, Mr. / Khaled bin Abdulaziz Al-Hoshan (independent member) Provided that the
appointment takes effect from the date of the recommendation decision issued on March 1, 2023 AD, and this appointment comes in accordance with the Audit Committee’s work regulations. (CV attached).
8- To vote on the disbursement of an amount of (711,669 riyals) as an annual bonus for members of the Board of Directors for the fiscal year ending on 31/12/2022 AD.
Attached Proxy Form
Shareholders can vote remotely on the agenda of the ordinary general assembly, through the electronic voting service by visiting the website of the
Tadawulaty System, knowing that registration in the service and voting is available for free for all
shareholders, where the electronic voting will begin on Sunday 29 Dhu al -Qi'dah 1444 AH,
corresponding to June 18, 2023 AD (1:00) in the morning, and the vote ends at the end of the association's time
The shareholder right in discussing the assembly agenda topics, asking questions, and exercising the voting right. (Mentioning the E-Voting details, if any).
The eligibility to register the attendance at the General Assembly meeting ends at the start of the meeting of the association's meeting, and the right to vote on the association’s items for the attendees ends upon the completion of the sorting committee from sorting the votes
Eligibility for Attendance Registration and Voting
In the event of any inquiry, we hope to communicate with the investor / shareholders' relationships
management through:
Administration of investor / shareholders' relationships
Saudi Arabian Refineries Company Phone: +966-12-6517016
Email: [email protected]
Website: www.almasafi.com.sa (contact us) Method of Communication
Report of the Internal Audit Committee to the General Assembly
introduction
The importance of oversight is to help the company achieve its goals of
profitability Its message, minimizing any surprises that come its way, is to help management deal with the environments Rapidly changing economic and competitiveness, shift in customer demand and priorities, and restructuring For future growth, internal control increases efficiency and reduces the risk of losses Assets and help to ensure confidence in the financial statements and compliance with laws and regulations during the process of evaluation, follow- up, correction of performance, detection of deviations, identification of
opportunities and management obstacles to achieving goals. Control systems provide the company with the power of guidance, integration and motivation Thus, companies that enjoy good management are those companies that have control systems effective and that will enhance its capacity, the Audit Committee has prepared this report to provide shareholders to implement its strategies, and the audit committee prepares this report to provide
shareholders and other stakeholders with a picture of the most prominent work carried out by the Committee within the scope of its competence, reference to the external and internal control systems, and the role of the committee in evaluating the systems internal control and its results in this regard.
Roles and terms of reference of the audit committee
The responsibilities of the Board of Directors include ensuring that appropriate controls are in place to measure and manage risks؛ by setting a general framework for realizing the risks that the company may face and creating an environment aware of the importance of management
Risks at the company level, and transparently disclosed with stakeholders and related parties with the company. In addition to the annual review of the
effectiveness of internal control procedures in the company.
The audit committee is responsible for monitoring the company’s business and verifying the integrity and integrity of reports, financial statements and internal control systems therein as stated in the approved regulations. Capital Market Authority.
Audit committee meetings and opinions
The committee held (8) meetings during the year 2022 AD, during which the Audit Committee appointed the auditor the committee reviewed the results of the internal audit work based on the assessment of the fundamental risks of the internal control system and discussed the risk assessment carried out by the company, the periodic audit reports and the special reports submitted by the internal auditor, which indicate the inefficiency of the fundamental control systems related to the company's business, especially what It resulted in abuses and errors that caused the detection of high risks associated with its core and sensitive work.
The committee also discussed the independent report issued by the external consultant on the adequacy of the control systems
The internal affairs of the company for the fiscal year 2022 AD, in addition to its supervision and periodic discussions with the auditor
The external auditor of the company's accounts and his unqualified opinion regarding the company's consolidated financial statements for the fiscal year 2022 AD.
Accordingly, the Audit Committee found a fundamental defect in the internal control and management system risks, as the Committee, based on its responsibilities, repeatedly escalated to the Board of Directors and notified There is suspicion of very high-risk practices, especially in light of the withholding of information and a lack of cooperation on the part of the
management in the company, knowing that there is no internal control system, no matter how effective it is can provide absolute assurance, but also
reasonable assurance about the soundness and effectiveness of the control system interior.
God grants success،
Chairman of the audit committee Yasser Suleiman Al-Aqeel
