Invitation &Agenda
The National Company for the Chemical Fertilizers Industry invites its shareholders to attend the ordinary general Assembly meeting ( First Meeting ) Through Modern Technology
The Board of Directors of the National Fertilizer Industry Company is pleased to invite the shareholders to participate and votes in the Ordinary General Assembly meeting ( First meeting ), which will be held At the company's headquarters in Riyadh through modern technology means on Tuesday, 22-11-1443 AH, Corresponding 21-06-2022 AD, at 8:00 pm , using the tadawulty system through the link
(www.tadawulaty.com.sa) . The meeting will discuss the attached agenda
The quorum for the ordinary general assembly is attended by shareholders representing at least a quarter of the capital, and if the quorum is not available in the first meeting, the second meeting will be held an hour after the expiry of the period set for convening the first meeting, and the second meeting will be valid regardless of the number of shares represented in it.
Each of the shareholders registered in the company's shareholders register at the Depository Center at the end of the trading session preceding the general assembly meeting has the right to attend the assembly meeting in accordance with the rules and regulations.
The right to register to attend the assembly meeting ends at the start time of the meeting, and the right to vote on the assembly’s Agenda for attendees ends at the end of the counting of the vote.
Noting that the registered shareholders in the Tadawulaty services will be able to vote remotely on the Agenda of the assembly meeting, starting from 10:00 Am in the morning on Saturday 19 -11-1443 AH corresponding to 18-06-2022 AD until the end of the time of the assembly, and registration and voting in the Tadawulati services will be available and free for all shareholders using the link :
(www.tadawulaty.com.sa)
Shareholders can address any questions or inquiries with regard to the general assembly Agenda to the Investor Relation . Through e-mail: [email protected]
Agenda of ordinary general Assembly meeting Tuesday 22 -11-2022 corresponding to 21 June2022G
1- Voting on the Board of Directors report for the fiscal year ending on 31-12-2021G.
2- Voting on the Auditor report on the Company Accounts for the fiscal year ending on 31 -12- 021
2
3- Voting on the Financial Statements for the fiscal year ending on 31-12-2021G.
4- Voting on delegating the board of Directors to distribute interim dividends on biannual or quarterly basis , for the fiscal year 2022G.
5- Vote on the appointment of an auditor of the company among the candidates on the recommendation of the audit committee, in order to examine the semi-annual financial statements and review the annual financial statements for 2022,d and determination of the auditor remuneration
6- Voting on absolving the member of the Board Directors from their liabilities for the year ending on 31/12/2021G.
7- voting on disbursing an amount of (318,494) riyals as a bonus to the members of the Board of Directors for the fiscal year ending on December 31, 2021 AD
Proxy Form
Dear Shareholders , Greetings ,,
The proxy form in not available, as The Ordinary General Assembly will only be conducted through modern technology means .
If there are any enquiries, please contact the investors relationship Email : [email protected]
Phone:0547543360
Audit committee Report Shareholders
Audit Committee
Date: 31/12/2021 Date: 27/05/1443
To the shareholders of National Fertilizer Company
One of the main responsibilities of the Board of Directors is to ensure the existence of an effective internal system in the Company. The Audit Committee assists the Board in fulfilling its responsibilities regarding the adequacy of the internal control system and archive the company objectives and protect the interest of the shareholders . The Audit Committee would like to submit to you the following report on the adequacy of the company's internal control system and its work within its jurisdiction for 2021 as follows:
1. Scope of the Audit committee:
The committee is responsible for monitoring the company's work and verifying the integrity and integrity of reports, financial statements and internal control systems, including the tasks of the Committee in particular:
First: interim and annual financial statements:
A) Financial reports:
• Study and review the interim and annual financial statements before presenting them to the Board of Directors and expressing their opinion and recommendation.
• • Technical opinion based on the request of the Board of Directors - whether the board's report and the company's financial statements are fair and balanced and include information that allows shareholders and investors to evaluate the company's financial position, performance, business model and strategy.
• Study any important or unusual issues contained in financial reports.
• • Thoroughly examine any issues raised by the company's chief financial officer, person in charge, company compliance officer or auditor.
• Verification of accounting estimates in core issues contained in financial reports.
• Study the company's accounting policies and express an opinion and recommend to the Board of Directors.
B) internal audit
• Studying and reviewing the company's internal control and risk management system.
• Studying the internal audit reports and following up the implementation of the corrective actions for the notes contained therein.
• Monitoring and supervising the performance and activities of the internal auditor and the internal audit department in the company - if any - to verify the availability of the necessary resources and their effectiveness in performing the work and tasks assigned to them.
• Recommending to the Board of Directors the appointment of the director of the internal audit unit or department or the internal auditor and proposing his remuneration.
c)Auditor
• Recommending the Board of Directors to nominate and dismiss auditors, determine their fees and evaluate their performance, after verifying their independence and reviewing the scope of their work and the terms of contracting with them.
• Verify the auditor's independence, objectivity and fairness, and the effectiveness of audit work, taking into account the relevant rules and standards.
• Reviewing the auditor's plan and his work, and verifying that he did not submit technical or administrative works outside the scope of the audit work, and expressing his views on that.
• Answering the auditor's inquiries.
• Studying the auditor's report and its observation on the financial statements, expressing its observations on them, and following up on their implementation
D) Risk and Compliance Review :
• Reviewing the results of the reports of the regulatory authorities and verifying that the company has taken the necessary measures in this regard.
• Verify the company's compliance with relevant laws, regulations, policies and instructions.
• Reviewing the contracts and transactions proposed to be tested by the company with related parties, and presenting its views in this regard to the Board of Directors.
• Submitting the issues it deems necessary to take action on to the Board of Directors, and expressing its recommendations for the actions to be taken.
Risks:
• Develop a comprehensive risk management strategy and policies in line with the nature and size of the company's activities, and verify their implementation, review and update based on the company's internal and external variables.
• Verifying the feasibility of the company's continuation and its successful continuation of its activities, with identification of the risks that threaten its continuity during the next twelve months.
• Working to identify the risks that the company may face in the future through four stages (identifying the risk - analyzing the risk - assessing the risk - treating the risk) and developing solutions and giving priority to the high risks.
• Monitoring the risks that the company may be exposed to and the extent to which it faces those risks, conducting continuous assessments of risks and developing plans and strategies to deal with crises and emergencies.
• Ensure the provision of adequate resources and systems to manage risks.
• Reviewing the organizational structure of risk management and making recommendations in this regard before being approved by the Board of Directors.
• Verifying the independence of risk management staff from activities that may expose the company to risks.
• Overseeing the control procedures and risk management systems, evaluating their effectiveness and identifying their deficiencies.
• Re-evaluating the company's ability to bear risks and its exposure to them on a regular basis.
Assessment of potential losses that may affect the operations within the company as a result of exposure to risks in terms of the size and frequency of events.
• Assessing the weaknesses in the various activities and operations of the company that may lead to the occurrence of risks and setting corrective action procedures for them.
• Presenting recommendations to the Board of Directors on issues related to risk management and any proposed steps to manage these risks.
• Submit a report at the end of each year on information related to any risks faced by the company and the policy for managing, monitoring and addressing these risks
2.Composition of the Committee:
The Audit Committee was formed with the approval of the Extraordinary General Assembly of Shareholders held on 10/11/2021 AD, by voting on the formation of the Audit Committee, from three members:
1- Mr. Bandar Suleiman Al-Buhairi 2- Mr. Essam Abdullah Al-Nasser 3- Abdullah Ahmad Balsharaf
Mr. Bandar Suleiman Al-Buhairi was chosen as the head of the committee by the committee’s decision (16- 11-2021).
3 A summary of the tasks and work of the committee during the year ending on December 31, 2021 AD
During which she reviewed the periodic reports and financial statements, supervised the evaluation of the company's financial performance and follow-up, and discussed and reviewed the role of the company's internal control systemsThe audit committee’s opinion on the results of the annual review of the effectiveness of the company’s internal control procedures
4.The Audit Committee’s opinion on the results of the annual review of the effectiveness of the company’s internal control procedures:
During the year 2021 AD, the Audit Committee reviewed the internal and financial control procedures and risks in the company in order to ensure the extent of their effectiveness, which is within the limits of its competence as stated in the committee’s bylaw. In addition to discussing with the executive management about the company's business results. The committee concluded that the results of the examination of the internal control systems at the company level, its departments and operations, showed that there are no fundamental shortcomings in the control systems that require disclosure.
In conclusion, we can only thank the shareholders and the esteemed board of directors for the trust they have placed in the committee, and we ask God Almighty to help us and you to advance the company and achieve further progress and success.
Charmin of the Audit committee Bander Al-Buhairi
