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Board of Directors Report For the fiscal year 2022

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This means the company's current position in the market and the current state. The company has adopted a cautious and progressive expansion policy in accordance with market movements.

Expectations

Risk avoidance: an unparalleled wisdom, for example: if we know that entering a particular market will have very complex systems and regulations, it would be wise to avoid such a market and seek a better alternative market

Risk mitigation: If there is an unravished risk, it makes sense to mitigate it, for example: cyberattacks on data are a constant threat, but through cybersecurity preventions, data can be secured as far as possible as well as preparing

Risk referral: For example, referral a fire hazard risk by making a fire insurance policy or can be referred to the insurance company by establishing an insurance policy

Potential Risks

Strategic risks

Risks related to regulations and laws

Operational activity risks

Financial risks

Reputation risks

Economic risks

Risks related to Raw Materials

Export market risks

Risks of focusing on certain clients

Geographical location risks

Investment risks

Market risks

Financial position of clients

Risks of staff turnover

Debt Collection risk

The company's contribution to the Association for Advocacy, Guidance, and Immigrants Awareness in the New Industrial City of Riyadh, as well as its relative contribution to the Judicial Enforcement Division of the Ministry of Justice, is notable. The company has plans to present various social responsibility initiatives under the umbrella of the Ministry of Labor.

Social Responsibility

Therefore, the Company employed (2) Saudi employees of the facility owners and loaned them to the Ministry of Human Resources to assist the Ministry in carrying out its work and reduce its financial burden for the renewable year. The company also plays its primary role in supporting the manufacturing base of the national economy and adding value to national products.

HR and Training

The company also contributes to the service of society by providing for the training and development of the skills of Saudi Arabian youth, as well as the training and employment of national workers. Accordingly, the Board will submit this recommendation to the company's next general meeting for approval.

Dividends Distributing

During the fiscal year 2022, the company has not distributed profits to the company's shareholders, due to the lack of profits for this year.

The Company’s Dividend Policy

NONE- DIVIDEND DISTRIBUTION DIVIDEND DISTRIBUTION DATE

2 Chapter two

Disclosure and Governance Requirements

The company has an internal audit and there is no recommendation from the audit committee for it. The Company has not issued or granted any convertible debt instruments, contractual securities, hedging rights or similar rights during fiscal year 2022.

Board of Directors Declarations

The audit committee's recommendation on the selection of the company's auditor and determination of his fee for the financial year 2022 has also been considered. The Company has not issued or granted any transfer or acquisition rights under convertible debt instruments, contractual securities, guarantees or similar rights.

Other Disclosures

The company sends the Financial Market Supervisory Authority the annual accounts and the board's report upon their adoption and publishes them to the shareholders within the stipulated ordinary period. The company must publish the annual accounts and the board's report on its website after publication to the Financial Markets Agency and the shareholders.

Disclosure and Transparency

Transparency, accuracy and timeliness of information disclosure are the foundations of corporate governance and Al-Abdul Al-Latif Industrial Investment Company has developed a transparency and disclosure policy in accordance with the requirements of the Financial Market Authority and the Corporate System. The company will inform without delay the Financial Market Authority and the public about any important development within its activity and knowledge.

Disclosure of essential information

The company provides the initial annual accounts to the Netherlands Authority for the Financial Markets immediately after they have been approved and announced to the shareholders during the prescribed regular period.

Disclosure of financial information

The Board of Directors' report disclosure

Disclosure to

Regulatory Authorities

The executive department of AL Abdel Latif Industrial Investment Company is responsible for designing and maintaining an appropriate internal control system under the supervision of the company's board of directors. The Company has a set of policies and procedures that govern the operation of the Company's various activities.

Results of the annual review of the

The system is designed to adequately deal with risks that may lead to failure in achieving the company's strategic and operational objectives. Most of the company's operations are automated through many automated systems, which help reduce errors and opportunities for fraud.

These policies and procedures are reviewed periodically to verify their adequacy, effectiveness and relevance to the Company's operations. The adequacy of the internal control system is continuously assessed by the internal audit in accordance with an annual plan approved by the audit committee, and certain aspects of internal control are periodically reviewed through the company's external auditors.

Confirmation and annual declarations of

The company's Executive Department has adopted an integrated and appropriate internal control system that is in line with the preliminary Corporate Governance regulations issued by the Capital Markets Authority Board and in line with established global corporate governance standards. . Monitoring the company's business in general and making important decisions through the established committees to ensure the proper functioning of the company in order to protect and preserve the quality of the company's assets.

3 Chapter Three

Reports and financial results

  • Loss per share during the 12-month period were SAR -0.71 compared to -0.59 riyals for the same period of the previous year
  • Total overall income during the current period was 186.57million riyals compared to - 36.80 million riyals for the same period in 2021
  • Total shareholders' equity during the current period was SAR 1281.48 million compared to SAR 1094.90 million for the same period in 2021, an increase of %-
  • Several numbers of the last year had been reclassified to compare correctly with this years numbers

Net loss for the 12-month period was SAR -57.87 million compared to SAR -47.75 million for the same period of the previous year. Loss per share during the 12-month period was SAR -0.71 compared to -0.59 riyals for the same period of the previous year. Total overall revenue during the current period was 186.57 million riyals compared to - 36.80 million riyals for the same period in 2021.

Several figures from last year have been reclassified to allow for correct comparison with this year's figures. The reasons for the decrease in the company's gross profit and the increase in operating losses and net loss for the current year compared to the previous year are due to the increase in material costs, the increase in operating costs and the cost of sales attributed to turnover, as well as the increase in financing costs, and the decrease in miscellaneous income.

Corporate sales and profit results

Corporates Profit Results

Geographical distribution of the Company's Revenues

Geographical distribution for the company's overseas sales 2022

Thousands of riyals)

Geographic distribution of income from local distribution centers Geographic distribution of the company's External income.

Geographical distribution of revenues from local distribution centers Geographical distribution of the company's External revenue

Financial results

Balance Sheet

Millions of riyals)

Cost-to-sales components

Transactions with related parties

1 January

Residential rental agreements and other contracts, first part AL Abdul Latif Furniture Company (landlord) and second part by AL Abdul Al-Latif Industrial Investment Company (tenant), for housing certain employees of AL Abdul Latif Industrial Investment Company for one year, renewed annually by the General Assembly amounted to 75,000 riyals at the end of 2022. Leases for warehouses and sales centers outside Riyadh City, the first part is AL Abdul Latif Furniture Company (lessor) and the second part is Adfa Cloth Company (tenant) (one of the subsidiaries of AL Abdul Latif Industrial Investment Company) for one year, annually extended by the General Assembly, amounted to 80,000 riyals at the end of 2022. The rent of a warehouse and a well from Al-Abdullatif Furniture Company, which has a value of 115 thousand riyals.

The total services and benefits provided by the related Party amount to 385 thousand rials. Purchases from a related party (the Natural Gas Distribution Company) usually consist of natural gas, and the purchase amounted to 1722 thousand riyals by the end of the year 2022.

Statutory payments

There are no arrangements or agreements under which the executive directors have waived any salary other than the relinquishment of their attendance fees and annual membership remuneration of the Board, nor are there any arrangements or agreements under which a senior executive has waived has made any salary or compensation. . The Chairman of the Board of Directors (Mr. Suleiman bin Omar Al-Abdul Latif), the Chief Executive Officer (CEO) (Mr. Abdul Latif bin Omar Al-Abdul Latif) and the Deputy Executive Chairman (Mr. Fahad bin Omar Al- Abdul Latif) has waived the compensation for membership of the Board of Directors and the fees for attending the meetings of the Board of Directors for the fiscal year 2022 for their membership of the Board of Directors for the current session.

Waivers of salaries, compensations, and

Clarify the difference from accounting

Investments and financial assets

Information about the Company Loans a) Long-term loans

Credit Facility agreements as in 31-12-2022

Potential obligations of the company

Auditors' report and financial statements

Company’s auditors and financial statements

Internal Monitoring and Audit

The scope of the internal audit work

4 Chapter Four

Board of Directors,

Committees and Senior Executives

Board of Directors

Names of The Board of Directors Members

The Board committees and their functions

Names of the Members of the Board of Directors

The company Committees and their Members Auditing Committee

The Executive Committee

Rewards & Nominations Committee

Risk Management, Governance and Compliance Committee

Executive Management

Companies inside or outside the Kingdom of which they are members, the board of directors of the company is a member of its current and previous board of directors or one of.

Companies inside or outside the Kingdom of which they are members of the company’s board of directors is a member of its current and previous boards of directors or one of

A description of any interest and subscription rights of board members or senior executives

A description of any interest and subscription rights of members’ wives, senior executives, and their minor children

Rewards Table 1

Board of directors’ rewards(5 th session)

Rewards Table 2

Board of directors’ rewards (6 th session)

Senior Executive Rewards

Committees Member’s Remunerations

The company applications for the shareholders registry

Sanctions and

CONTRIBUTORS

Remuneration policy for the Board of Directors, its committees, and the executive management

The means adopted by the Board of Directors in evaluating the

Actions taken by The Board of Directors to inform its members - especially non-

The General Assembly Meetings of the Company

6. Voting on the works and contracts to be concluded between the company and Al-Abdul-Latif Furniture Company, which is for board member Suliman Omar Al-Abdul-Latif, Mr. 7. Voting on the works and contracts to be carried out between the company and Al-Abdul Latif Furniture Company, where the board members Suliman Omar Al-Abdul Latif, Mr. Fahd Omar Al-Abdul Latif have an indirect interest which is services and benefits , which is supplied to a related party.(Warehouse Lease of Al-Latif Industrial Investment Company (lessor) and Al-Abdul Latif Furniture Company (lessee), noting that the nature of the relationship is no different from that of debtors and ordinary commercial creditors and not have special benefits or conditions, the value of such transactions in 2021 amounted to 2,468 thousand riyals.

8. Vote on the works and contracts to be executed between the company and Al-Abdul Latif Furniture Company, for Councilor Suliman Omar Al-Abdul Latif, mr. 9. Vote on the works and contracts to be carried out between the company and Al-Abdul Latif Furniture Company, representing the Councilor Suliman Omar Al-Abdul Latif, mr. Fahd Omar Al-Abdul Latif is, in which the nature of the relationship consists of services and benefits provided to the related party, which are logistics services.

Vote on the works and contracts to be carried out between the company and Al-Abdul Latif Furniture Company, in which the Board member Suliman Omar Al-Abdul Latif, Mr. Fahd Omar Al-Abdul Latif has an indirect interest, the nature of the relationship consisting of services and benefits of a (Related party) Housing rental and other contracts for Al-Abdul Latif Furniture Company (The lessor) of Al -Abdul Latif Industrial Investment Company (the tenant) to house some employees of Al-Abdul Latif Industrial Investment Company. Fahd Omar Al-Abdul Latif has an indirect interest, knowing that the nature of the relationship consists of services and benefits of the (Related party) Lease contracts for warehouses and sales centers outside Riyadh for Al-Abdul Latif Furniture Company (The lessor) and the (tenant) is Adfa Blanket Company (a subsidiary of Al-Abdul Latif Industrial Investment Company).

5 Chapter Five

Board of Directors Recommendations

Board of Directors’ Recommendations

Vote on the report of the Board of Directors for the year ending on December 31, 2022

Vote on the auditor report for the year ending on December 31, 202

Vote on the audited financial statements for the year ending on December 31, 2022

Vote for the appointment of the Company auditor from among the candidates on the recommendation of the Audit Committee;

To vote on authorizing the Board of Directors to distribute interim dividends in a semi- or quarterly manner for the fiscal year 2023, and to determine the due date and disbursement in accordance with the regulatory controls and procedures issued in

To vote on the authorization of the Board of Directors to authorize the General Assembly in article 71, paragraph (1), of the Companies' Regulations, for a period of one year from the date of approval by the General Assembly or until the end of the session

Vote on discharge of the Board of Directors members for the fiscal year ended in 31-12-2022

Acknowledgments

Referensi

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