INDEPENDENT LIMITED ASSURANCE REPORT TO THE SHAREHOLDERS OF SAUDI FISHERIES COMPANY (the “Company”)
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We have carried out a limited assurance engagement in order to state whether anything has come to our attention that causes us to believe that the subject matter detailed below (“Subject Matter”), has not been reported and presented fairly, in all material respects, in accordance with the applicable criteria mentioned below.
SUBJECT MATTER
The scope of the engagement relates to the limited assurance engagement to the information submitted by the Chairman of the Board of Directors attached in Appendix No. (1) (“The Notification”) prepared in accordance with the requirements of Article (71) of the Regulation of Companies and presented by the Chairman of the Board of Directors of the Company. It consists of the transactions that were carried out by the Company during the year ended on 31 December 2022 in which any of the members of the Company's Board of Directors had a personal interest in it, whether directly or indirectly.
APPLICABLE CRITERIA
Article (71) of the Regulation of Companies issued by the Ministry of Commerce and Investment (1437H - 2015).
MANAGEMENT RESPONSIBILITY
The management and the chairman of the Company’s board of directors are responsible for preparing the subject matter of assurance and presenting it as appropriate in accordance with applicable criteria. The Company’s management is also responsible for establishing and maintaining an adequate internal control system for the preparation and presentation of the subject matter of assurance that are free of material misstatements, whether arising from fraud or error, choosing and applying appropriate controls, maintaining adequate records, and making reasonable estimates according to the circumstances.
OUR RESPONSIBILITY
It is our responsibility to express the conclusion of a limited assurance on the subject matter of assurance based on the limited assurance engagement that we have performed in accordance with the International Standard for Assurance Engagements 3000 “Assurance Engagements Other Than Audits or Reviews of Historical Financial Information” that is endorsed in the Kingdom of Saudi Arabia and the terms and conditions of this engagement as agreed with the Company's management.
Our procedures were designed to obtain a limited level of assurance on which to base our conclusion, and as such do not provide all of the evidence that would require to provide a reasonable assurance. The procedures performed depend on our professional judgment, including the risk of material misstatement of the subject matter, whether due to fraud or error. While, we considered the effectiveness of management's internal control when determining the nature and extent of our procedure, our engagement was not designed to provide assurance on the effectiveness of those controls.
INDEPENDENT LIMITED ASSURANCE REPORT TO THE SHAREHOLDERS OF SAUDI FISHERIES COMPANY (the “Company”)
(2 /3) INDEPENDENCE AND QUALITY CONTROL
We have complied with the independence and ethical requirements in accordance with the professional code of conduct and ethics that are endorsed in the Kingdom of Saudi Arabia. We are independent of the Company in accordance with professional code of conduct and ethics endorsed in the Kingdom of Saudi Arabia that are relevant.
Our firm applies International Standard on Quality Management (1) and accordingly maintains a comprehensive quality control system, including documented policies and procedures regarding compliance with ethical requirements, professional standards, and applicable legal and regulatory requirements.
SUMMARY OF PROCEDURES PERFORMED
The procedures performed in the limited assurance engagement differ in nature and timing and are less in scope than the reasonable assurance engagement. Consequently, the level of assurance obtained in the limited assurance engagement is much less than the assurance that would have been obtained if we performed the reasonable assurance engagement.
As part of this engagement, we have not performed any procedures of reviewing, examining, or verifying the subject matter of assurance, nor of the records or other sources from which the subject in question was extracted. Accordingly, we will not express such an opinion.
Our procedure includes:
• Obtaining a statement that includes a notification from the Chairman of the Board of Directors specifying all transactions and contracts executed during the year ended 31 December 2022 or to be concluded by any of the members of the Board of Directors of the company, either directly or indirectly,
• Reviewing the minutes of board meetings that indicate that a board member has communicated the board of directors of the transactions and contracts executed by the member of the board of directors;
• Obtaining the necessary approvals related to those transactions mentioned in the notification of the Chairman of the Board of Directors;
• Obtaining confirmation from the member of the Board of Directors of the works and contracts executed by the member during the year.
• Ensure that the transactions executed during the year ended 31 December 2022 are included in the statement prepared by the Chairman of the Board of Directors and are matching with the transactions included in Note No. (24) of the audited financial statements.
CONCLUSION
Based on the limited assurance procedures implemented and the evidence we have obtained, nothing has come to our attention that causes us to believe that the subject matter above has not been reported and presented fairly, in all material respects, in accordance with applicable criteria.
INDEPENDENT LIMITED ASSURANCE REPORT TO THE SHAREHOLDERS OF SAUDI FISHERIES COMPANY (the “Company”)
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RESTRICTIONS ON THE USE OF OUR REPORT
Our report has been solely prepared upon the request of the Company’s management to be presented to the shareholders in their meeting in the Ordinary General Assembly in accordance with the requirements of Article (71) of the Regulation of Companies, and it should not be used for any other purpose.
For Al-Bassam & Co.
Ibrahim A. Al Bassam Certified Public Accountant License No. 337
Riyadh: 27 Shawwal 1444H Corresponding to: 17 May 2023
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TO THE SHAREHOLDERS OF SAUDI FISHERIES COMPANY DEAR SIR,
Reference to the context of the article (71) of the Companies Law: (A member of the Board of Directors upon being aware of any interest even direct or indirect in business and contract for the benefit of the Company, should inform the Board of Directors of the same, and such notification shall be recorded in the minutes of the Board meeting when it convenes. This member isn’t entitled to vote the issued decision in this regard at the Board of Directors and the general assembly, and the Board of Directors shall inform the general assembly while holding a meeting for business and contracts, and the contracts where the member has a direct or indirect interest, and attached by a special report from the Company’s auditor in accordance with the auditing standards applicable in the Kingdom).
Accordingly, we would like to inform you about the business and contracts where there is a interest of the member of Board of Directors Mr. Mansour Abdulaziz Al Sagheer represented in the signed agreement dated 08/08/2022 between Saudi Fisheries Company and National Bank of Bahrain ( a related party whereas Mr. Mansour Abdulaziz Al Sagheer occupies a capacity of Chief Executive Officer of the bank) with the aim to finance by a value of SAR 36 million for a period of one year and to finance the operations of the Company. This notification was evidenced in the minutes of meetings of the council number 299/2022/03 and the same was announced on Saudi Tadawul website dated 08/08/2022 as follows:
Scope and details of contract Agreement to obtain finance
Date of awarding finance 10/01/1444H corresponding to 08/08/2022 Financing party National Bank of Bahrain
Facility amount SAR 36 million Period of financing One Gregorian year
Securities Deposits and promissory notes
Aim of finance To finance the Company’s operations and working capital requirements
Related parties Member of Board of Directors - Mr. Mansour Abdulaziz Al Sagheer Additional information This agreement was conducted on normal terms of the business at
arm’s length.
Accordingly, the Company would like to get an approval from the general assembly of shareholders to these business and contracts as mentioned above.
Thanks
Chairman
Abdulrahman Bin Saud Al Owais Date of Issue: 04/04/2023
DocuSign Envelope ID: A1DD7BE3-BC6E-49D5-B41C-4740E2FFFBFD
Audit committee report
Gentlemen/ Shareholders of the Saudi Fisheries Company Respected
May the peace, blessings, and mercy of God be upon you
Composition of the Audit Committee:
The Audit Committee was appointed at the Ordinary General Assembly meeting on 26/01/2021, and it was approved by the majority of votes present to form the committee of three members, two of whom are members of the Board of Directors and a third independent member from outside the company, and on the date 08/10/2022, the Board of Directors approved The resignation of an Mr. Haitham bin Muhammad Al-Qusaibi from the Audit Committee, and the appointment of an Mr. Samir bin Mahmoud Haddad (independent member) as of 09/10/2022, provided that this appointment is presented to the first meeting of the General Assembly for approval, and accordingly The committee consists of the following:
1. Mr. Mansour bin Abdulaziz Al-Saghir (Board Member - Chairman of the Committee) 2. Mr. Samir bin Mahmoud Haddad (Board member - Committee member)
3. Mr. Turki bin Abdulmohsen Al-Luhaid (member of the committee from outside the council)
Audit Committee Duties and Responsibilities:
The Audit Committee performs its tasks in accordance with the Audit Committee’s work regulations, without prejudice to the duties and responsibilities stipulated in the Companies Law, the Corporate Governance Regulations, and the Company’s Articles of Association. The Audit Committee is generally responsible for monitoring the company’s business and verifying the integrity and integrity of reports, financial statements, and internal control systems.
The Audit Committee’s opinion on the efficiency of the internal and financial control systems:
The Audit Committee reviewed the quarterly and final accounts for the year 2022 AD, and ensured the integrity of the financial reports and their fulfillment of the requirements in
DocuSign Envelope ID: 4601124A-D34D-4F96-B954-2E3FC66B63EB
Audit committee report
accordance with generally accepted accounting standards, and then submitted its recommendations to the Board of Directors in this regard.
The committee also examined the company's internal control systems and their effectiveness through reports submitted to the committee. In the light of what was studied, the results of the examination of the internal control systems in the main sectors showed that there is no
fundamental shortcoming in the internal control systems and their integrity that requires disclosure.
In conclusion, we would like to point out that there are no recommendations of the Audit Committee that conflict with the decisions of the Board of Directors or the Board's refusal to take them into account regarding the appointment of the company's auditor, determining his fees, evaluating his performance, or appointing the internal auditor. The committee also did not make any recommendations regarding the dismissal of the company's auditor.
Chairman of the audit committee
Mr. Mansour bin Abdulaziz Al-Saghir
DocuSign Envelope ID: 4601124A-D34D-4F96-B954-2E3FC66B63EB
A) Personal information of the Nominated Member
Full name Abdul Rahman bin Saud Al Owais
Nationality Saudi Date of birth 16/10 /1982
B) Academic Qualifications of the Nominated Member
# Qualifications Specialization Date of obtaining the
qualifications Name of Awarding Entity
1 Bachelor English Language 2005 Imam Muhammad ibn
Saud Islamic University
2 Diploma Human Resources 2006 Al-Yamamah University
3 Masters Business Administration 2021 University of Manchester
C) Work Experience of the Nominated Member
Period Areas of Experience
2021-
Present CEO of Shared Services Group - SALIC 2020-2021 Undersecretary - Ministry of Finance
2017-2020 Executive Vice President - National Water Company 2005-2017 Regional Executive Director - Almarai Company
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 National Grain Company
Handling of agricultural commodities
nonexecutive representative of
legal person Unlisted
2 Minerva Australia
Production and
distribution of consumer goods
nonexecutive representative of
legal person Unlisted
3 Basic Mills
Production and
distribution of consumer goods
independent in personal
capacity Unlisted
4 Alkharayef Water &
Power Technologies Infrastructure independent in personal capacity
Nominatio ns and Remunerati ons
Committee
Listed
A) Personal information of the Nominated Member
Full name Sameer Mahmoud M Haddad
Nationality Saudi Date of birth 1967 /02/04
B) Academic Qualifications of the Nominated Member
# Qualifications Specialization Date of obtaining the
qualifications Name of Awarding Entity
1 Bachelor Chemical Engineering 1990 King Abdulaziz University
C) Work Experience of the Nominated Member
Period Areas of Experience
2018-
Present CEO–Al Reef Sugar Refinery Company–Royal Commission Jizan 2014-2018 CEO of Industrial Zones Development Company– Emaar Economic City 2010-2014 CEO of the industrial sector in Al-Sorayai Industrial and Commercial Group
Chairman of the Board of Directors of Millennium Wefliers America and Europe 1996-2010 Executive Director of Manufacturing and Supply Chain - United Sugar - Savola Group 1991-1996 Operations engineer at the natural gas fractionation plant / Aramco Yanbu
1990-1991 Research and Development Engineer - SABIC Research and Development Complex - Riyadh
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
Al Abdullatif
Industrial Investment Company
Long-Term Commoditi es
Independent in personal capacity
Chairman of the Executive Committee Member of the
Nominatio ns and Remunerati ons
Committee
Listed joint stock company
2 Al Reef Sugar Refinery Company
Food
Industry executive in personal capacity
Member of the
Executive Committee
Closed joint stock company
A) Personal information of the Nominated Member
Full name Khaled AbdulKader AlKaff
Nationality British Date of birth 1970/10/30
B) Academic Qualifications of the Nominated Member
# Qualifications Specialization Date of obtaining the
qualifications Name of Awarding Entity 1 Masters Business
Administration 1994
University of Kent - UK 2 Bachelor
Business and Technology Administration
1992 University of Warwick - UK
C) Work Experience of the Nominated Member
Period Areas of Experience
2017-
Present CEO of Golden Chicken Farms Co.
2014-2017 General Manager of Saudi Radwa Food Co.
2012-2014 CEO of Arab poultry breeders Company Ommat
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