General Assembly Meeting Agenda
2023 - 05 - 31
Voting on the auditors' report for the fiscal year ended 31/12/2022.
1.
Review and discuss the Company’s financial statements for the fiscal year ended 31/12/2022.
2.
Review and discuss the Board of Directors report for the fiscal year ended 31/12/2022.
3.
Voting on releasing the Board of Directors Members from their liabilities for the fiscal year ended 31st December 2022.
4.
Voting on the appointment of an external auditor, from among nominees recommended by the Audit Committee, to audit the quarterly (Q2 and Q3) and annual financial statements for 2023, in addition to Q1 2024 financial statements, as well as
determining their fees.
5.
Voting on paying an amount of SR1,800,000 as remunerations to the Board Members for the fiscal year ending on 31st December 2022
6.
Voting on the transactions and contracts made between the company and Eng. Tarek Bin Othman Alkasabi as he has direct interest presented in contract of administrative consultations.
Transactions of 2022 was SR1,147,596 without preferential conditions (attached).
7.
Voting on the transactions and contracts made between the company and ATS, in which the chairman of the board of directors, Eng. Tarek Othman Alkasabi, has an indirect interest through his ownership and his son Abdullah bin Tariq Alkasabi is the Chairman of the Board. The value of transactions during the year 2022 amounted to SR3,557,5777 which is about providing Technical Support. These transactions are on prevailing
commercial terms without any preferential dealings (attached).
8.
Voting on the transactions and contracts made between the company and AlJazeera Capital, in which the Chairman of the Board of Directors, Eng. Tarek Othman Alkasabi, has an indirect interest due to being assigned as Chairman of the Board of Directors of AlJazeera Capital. The value of transactions during the year 2022 amounted to SR200,000 which is about providing financial advisory. These transactions are on prevailing
commercial terms without any preferential dealings. (attached).
9.
Voting on the transactions and contracts made between the company and Almashfa Medical, in which the Chairman of the Board of Directors, Eng. Tarek Othman Alkasabi, has an indirect interest because his son Abdullah bin Tariq Alkasabi is the
Chairman of the Board of Directors of Almashfa Medical. The value of transactions during the year 2022 amounted to
SR1,811,720 which is about medical services. This transaction is on prevailing commercial terms without any preferential dealings and Mr. Abdullah bin Tariq Alkasabi's relationship with Almashfa Medical ended with his resignation on 12/15/2022 (attached).
10.
Voting on the transactions and contracts made between the company and Jude Al-hala, in which the Deputy Chairman of the Board of Directors, Mr. Muhei Addein Saleh Kamel, has an
indirect interest due to his ownership and membership in the board of directors of Jude Al-hala. The value of transactions during the year 2022 amounted to SR378,494 which is about a site rental. This transactions is on prevailing commercial terms without any preferential dealings (attached).
11.
Voting on the transactions and contracts made between the company and Iqra Media Company, in which the Deputy Chairman of the Board of Directors, Mr. Muhei Addein Saleh Kamel, has an indirect interest due to his membership in the board of directors of Iqra Media Company. The value of
transactions during the year 2022 amounted to SR182,812 which is about advertising services. This transactions is on prevailing commercial terms without any preferential dealings (attached).
12.
Voting on the transactions and contracts made between the company and Dareen Agency for Travel and Tourism, in which board members Mr. Muhei Addein Saleh Kamel and Mr. Amr Mohammed Kamel have an indirect interest due to being senior executives in Dallah Al-Baraka Company (a major shareholder in Dallah Healthcare Company) and the owner of the Dareen
Agency for Travel and Tourism. The value of transactions during the year 2022 amounted to SR7,555,041 which is about travel tickets for employees. This transaction is on prevailing
commercial terms without any preferential dealings (attached).
13.
Voting on the transactions and contracts made between the company and Dallah AlBaraka Group, in which board members Mr. Muhei Addein Saleh Kamel and Mr. Amr Mohammed Kamel have an indirect interest due to being senior executives in it . The value of transactions during the year 2022 amounted to
14.
SR352,593 which is about medical services. This transaction is on prevailing commercial terms without any preferential dealings (attached).
Voting on the transactions and contracts made between the company and Dr. Mohammed bin Rashid Al-Faqih and his
partners, in which board members Dr. Mohammed bin Rashid Al- Faqih and Mr. Fahad Abdullah Alkassim have an indirect interest as they are members of the Board of Directors. The value of transactions during the year 2022 amounted to SR2,998,605 which is about technical support and drug sales. This transaction is on prevailing commercial terms without any preferential
dealings (attached).
15.
Voting on the transactions and contracts made between the company and Eng. Khaled Al-Faqih Engineering Consulting Office, in which the board member Dr. Mohammed Rashid Al- Fagih, has an indirect interest as he is the brother of Eng Khaled Al-Faqih, which is an engineering consultancy. The value of
transactions during the year 2022 amounted to SR3,495,343. This transaction is on prevailing commercial terms without any
preferential dealings (attached).
16.
Voting on the transactions and contracts made between the company and Dallah Trading Company, in which board members Mr. Muhei Addein Saleh Kamel and Mr. Amr Mohammed Kamel have an indirect interest due to being senior executives in Dallah Al-Baraka Company (a major shareholder in Dallah Healthcare Company) and the owner of the Dallah Trading Company. The value of transactions during the year 2022 amounted to SR25,163 which is about providing air conditioners and spare parts. This transaction is on prevailing commercial terms without any preferential dealings (attached).
17.
Voting on the transactions and contracts made between the company and Jarir Marketing Company, in which the board member Mr. Fahad Abdullah Al kassim, has an indirect interest due to his membership in the board of directors of Jarir Marketing Company. The value of transactions during the year 2022
amounted to SR7,200 which is about office supplies and stationery. This transaction is on prevailing commercial terms without any preferential dealings (attached).
18.
Voting on the joining of Mr. Fahad A. AL-Qasim participation in a competing activity due to being assigned as member of Board of directors Mohammed Rashed Alfaqih’s company and his partners (Joint- Stock Company) that renders medical care and treatment (attached).
19.
Voting on Dr. Mohammed Rashed Alfaqih's participation in a competing activity due to his direct ownership (18.20% in Dr.
Mohammad Rashed Alfaqih's company and his partners (joint- stock company) that provides medical care and treatment (attached).
20.
Voting on Dr. Mohammed Rashed Alfaqih's participation in a competing activity due to being assigned as Chairman of the Board of directors Mohammed Rashed Alfaqih’s company and his partners (joint-stock company) that provides medical care and treatment (attached).
21.
Voting on the delegation of the Board of Directors to distribute interim cash dividend on semi-annually or quarterly basis for the fiscal year 2021
22.
Voting on authorizing the Board of Directors with the General Assembly authority with the rights mentioned in paragraph (1) of Article (27) of the Companies Law for 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, in accordance with the conditions mentioned in the Implementing Regulation of the Companies Law for Listed Joint Stock
Companies.
23.
Voting on the Board of Directors' Resolution to the appointment of Mr. Mr. Khalid Mohammed AlSolai as an Independent member of the Board, in the vacant seat, as of 06 March 2023 to complete the current Board term that expires on 20 October 2025 ,
succeeding the former member Fahad Abdulaziz Alrabiah an Independent member. (CV attached)
24.
The Ordinary General Assembly
Agenda Attachments
The Audit Committee was established in accordance with Article (54) of the Corporate Governance Regulations issued by the Capital Market Authority, and its duties and responsibilities are summarized as follows:
1- Supervise the internal audit department to ensure its effectiveness in carrying out the work and tasks assigned to it.
2- Study the internal control system and provide its opinion and recommendations in a written report.
3- Study the internal audit reports and follow up on the implementation of corrective actions for the observations.
4- Recommend to the Board of Directors to appoint chartered accountants after verifying their independence, dismissal the chartered accountants them, and determining their fees.
5- Study the audit plan with the chartered accountant and give its observations.
6- Examine the observations of chartered accountants on the financial statements and follow up its executive.
7- Study the interim and annual financial statements before submitting them to the Board of Directors and giving their opinions and recommendations
8- Study the accounting policies applied, and express opinions and recommendations.
The committee held 5 meetings during the year of 2022, the following is a statement of the committee’s membership and attendance record during the year:
No. Name Membership
Type Number of meetings (5)
02/03 17/05 16/06 15/08 07/11
1 Mr. Fahad Abdullah Al-Qassim Committee
Chairman
2 Mr. Abdullah Turki Al-Sudairy Member
3 Mr. Abdulrahman Saleh Al Khulaifi Member
4 Mr. Khalid Mohammed Al-Khwaiter * Member X
• Mr. Khalid Mohammed Al-Khwaiter membership finished by 20/10/2022
The Audit Committee supervises the Company’s internal audit department to implement an annual audit plan based on risk assessment and approved by the Committee to evaluate the efficiency of the internal control system, by taking a random sample of planned activities to be examined to ensure the effectiveness and adequacy of internal control systems designed and applied, the Committee also discusses with the external auditor in regards the planning and implementation of the annual examination and audit on the basis of transient audit standards in Saudi Arabia to obtain a reasonable degree of financial statements that are free of fundamental errors. Based on the examination during the year by the External Auditor and Internal Audit Management, the results of this examination did not show any significant shortcomings or substantive change in internal control systems, with some observations provided by the Committee to the Executive Management, thus the necessary corrective action was agreed upon with setting a time period for correction and to submit the periodic reports of the Audit Committee, also we cannot emphasize the absolute inclusion of examination and evaluation of internal control procedures because the audit is based on random sampling. The Internal Audit Department works closely with the company's executive management to maintain an acceptable and effective level of efficiency of the company's internal control system.
Audit committee report
A statement and description of the company in which the member carries out a competing activity
Dr. Mohammed bin Rashid Al-Faqih & Partners Company
Company’s Name
Mr. Fahd bin Abdullah Al-kasim Board Member Name
Member in the Board of Directors The position held by the member in Dr. Mohammed
Rashid Al-Faqih & Partners Company
Owning and operating hospitals, facilities, health centers and their maintenance, pharmacies and beauty centers, establishing, owning, managing, maintaining and operating drug stores, wholesale trade in medical equipment and devices, dental equipment devices and laboratory equipment, implementing education and training programs in the medical fields and work and hospitals.
Company overview
Dr. Mohammed bin Rashid Al-Faqih & Partners Company
Company’s Name
Dr. Mohammed bin Rashid Al-Faqih Board Member Name
Chairman of Board of Directors The position held by the member in Dr. Mohammed
Rashid Al-Faqih & Partners Company
Owning and operating hospitals, facilities, health centers and their maintenance, pharmacies and beauty centers, establishing, owning, managing, maintaining and operating drug stores, wholesale trade in medical equipment and devices, dental equipment devices and laboratory equipment, implementing education and training programs in the medical fields and work and hospitals
Company overview
Dr. Mohammed Al-Faqih owns 18.20% (direct ownership) in the Dr. Mohammed Rashid Al-Faqih &
Partners Company.
Member Ownership parentage in Dr. Mohammed Rashid Al-Faqih & Partners Company
Form No. (1) Resume
A) Personal information of the Nominated Member
Full name Khaled Mohammed. Alsolai
Nationality Saudi Date of birth 1961/12/8
B) Academic Qualifications of the Nominated Member
# Qualifications Specialization Date of obtaining the
qualifications Name of Awarding Entity
1 Certified Risk Management Assurance
(CRMA) 2012 The Institute of Internal
Auditors 2 Certified Fraud Examiner, Association
of Certified Fraud Examiners (ACFE) 2008 Association of Certified Fraud
Examiners 3 Licensed American Certified Public
Accountant (CPA) 1990 Maine State Board of
Accountancy
4 Diploma Economics and Finance 1985 The Economics Institute of
Boulder, Colorado. USA
5 Bachelor Degree Accounting Major 1983 King Saud University
C) Work Experience of the Nominated Member
Period Areas of Experience
2017 - 2023 CMA Commissioner
2016 - 2017 Managing the quality Assurance Program - Saudi Organization of Certified Public Accountants (SOCPA) 2006 – 2015 Group Chief Audit Executive - Saudi Telecom Company (STC)
1986-1988 seconded to (EY) international accounting and auditing
1983 – 2005 Audit and Financial Analysis Division Manager - Saudi Industrial Development Fund (SIDF)
D) Current membership in the board of directors of other joint stock companies (listed or non-listed) or any other company, regardless of its legal form or the committees deriving from it:
# Company name Main activity
Membership type (executive,
nonexecutive, independent)
Nature of the membership (in personal capacity,
representative of legal person)
Committees Membership
Legal form of the company
1 N/A
2
