Invitation
The National Gypsum Company invites its shareholders To attend the Ordinary General Assembly (first meeting)
, (Attendance and through the means of modern technology ) The Board of Directors of the company is pleased to invite the honorable shareholders to attend the meeting of the Ordinary
General Assembly (the first meeting & second meeting after an hour), which is scheduled to be held, God willing, (Attendance and through the means of modern technology )at the company’s headquarters in Riyadh Prince Muhammad bin Abdulaziz Road
Sunday 0 pm on
3 : 20 will be at this
,
) https://goo.gl/maps/bHPZxqqeXTt
( 22 Dhual-Qa'dah 1444 AH corresponding to 11 June 2023 AD to consider the following agenda
1. View and discuss the annual report of the board of Directors for the fiscal year ending on 31/12/2022 AD
2. Voting on the report of the company's accounts for the financial year ended 31/12/2022 AD 3. view and discuss the consolidated financial statements for the year ending on 12/31/2022
4. Voting on the discharge of the members of the Board of Directors for the fiscal year ending on 31/12/2022.
5. Voting the appointment of the auditor who has been nominated by the Auditing committee. To audit the company's the financial statement for that fiscal year 2023 AD, quarterly financial statements (First, Second, third, fourth and annual lists) the first quarter of 2024 and to determine his fees
The right to attend from the shareholders registered in the issuer’s shareholder register with a deposit center at the end of the trading session that precedes the meeting of the general assembly, and according to the rules and regulations. Note that the right to register attendance at the assembly meeting ends at the time of the assembly and the right to vote on the assembly’s items for the attendees ends when the sorting committee finishes counting the votes. Note that for the assembly to be valid, the attendance of shareholders representing at least a quarter of the capital is required, and if the quorum is not complete to hold this meeting, the second meeting will be held an hour after the end of the period specified for convening for the first meeting, and the meeting will be valid regardless of the number of shares represented in it.The shareholder has the right to discuss the topics on the agenda of the assembly and to ask questions
Shareholders can also vote online on the Tadawulaty website, bearing in mind that registration and voting in Tadawulaty services is free for all shareholders using the following link http://tadawulaty.com.sa, which will start From one o'clock in the morning on Wednesday 7/6/2022 AD corresponding to 18 Dhual Qa'dah 1444 AH and ends at the end of the time of the assembly.
In the event of any inquiries related to the assembly’s terms, we hope the shareholders to contact the company’s phone 011/4641963 or e-mail during the time of the assembly:
God bless
Report of the Audit Committee for the year 2021 AD Assembly No. (58)
The audit committee is pleased to submit its report to your esteemed association No. (58) for the fiscal year ending on 31/12/2022 AD, as the internal control of the company works to increased efficiency and reduce the risk of losses and helps to ensure confidence in the financial statements and adherence to laws and instructions through the process of evaluation, follow-up, performance correction and disclosure. Regarding deviations, if any.
Thank God, the company has effective control systems that will enhance its ability to implement its strategy and continue its business.
The most prominent work done by the committee within the scope of its competence The committee carried out many activities during the year 2022 AD in the time allocated to the meetings, including auditing work, studying its observations, following up on the implementation of its plan, studying the quarterly and annual financial statements, submitting recommendations to the Board of Directors for approval, following up on risk management work, studying auditors ’offers and recommending the appointment of an independent external auditor….. Etc
The total sales, for this year reached the sum of 54,737,007 SR while they were 85,559,036 SR in the previous year The net profit for the year before zakat was (-1,414,640), and the legal zakat for the year 2022 AD amounted to 2,921,202 riyals
The company does not have any loans to any party in the fiscal year 2022 AD
The audit committee supervised the tenders and awarded them to the company's business according to the rules and regulations
The company confirms that there are no contracts have been signed of that have related to the board members and top execu ves during year 2022 AD
The financial statements of the company are prepared in accordance with international financial reporting standards issued by the International Accounting Standards Board approved in the Kingdom of Saudi Arabia and other issues approved by the Saudi Authority for Legal Professionals
The National Gypsum Company's internal auditing committee confirms that the financial accounts for the fiscal year ending in 31/12/2022 AD, have been prepared in a proper manner and the internal control system has been set up in a proper efficient basis. The internal auditing has been carried out according the standard accounting principles which, includes examining and reviewing accounts and other required procedures in accordance with company's regulations and articles of association. There is no doubt about the company's abilities to continue its activities
Based on the auditors report that the finance is free from any fundamental errors, there are no reservations about it, and there are no reservations by the
company’s certified accountant on the financial statements, and there are no material notes during the fiscal year 2022 AD
There is also no punishment or penalty imposed or under reserve of the company from the Commission or any other supervisory or regulatory or other jurisdiction.
The company has apply the International Financial Reporting Standards (9) and (15) for financial management, and all the financial effects associated with these standards have been addressed, and their financial impact has been shown on 12/31/2019 AD and IAS 39 and IFRS 4 Phase Two (Interest Rate Correc on)
The company carried out the actuarial valuation for the fiscal year 2022 AD and showed its impact on the financial statements
There is no any investments or reserves have been established for the benefit of employees (such as savings - Loans - Shares staff ... etc.
The Audit Committee does not have any conflict between them and the decisions of the Board on the appointment of the auditor of the company and the determination of his fees
God bless
Chairman of the Audit Committee
Nawaf Abdul Majeed Khashoggi
Minutes of the Audit Committee meeting No. (3) awarding the auditor for the year 2023 AD On Sunday,21Rajab 1444 AH, corresponding to 12 February 2023 AD The Audit Committee met (in Riyadh), attended by:
1 Nawaf abdul Majeed Khashoggi Member of Director & Audit committee Chairman 2 Abdul Rahman Ibrahim Al-Medaimegh Member of Director& audit committee
3 Saud bin Ahmed Al thanayan Member of & Audit committee Vice president
Also attended
Khalid Abdullah Al Ghadeer Chief Executive Officer and member of the Executive Committee and Investment Committee Mohammed Mustafa Director of the Information Center
The following agenda was discussed: Awarding and studying the offers of the external auditor
To open, unpack and study quotations submitted by the offices of chartered accountants to review the company's accounts for the year 2023 AD and the quarterly data for the period from 1/04/2023 to 31/03/2024 according to the invitation addressed to the (7) offices of certified public accountants in the Capital Market Authority. From accounting firms (the deadline for receiving offers is Wed,10 Rajab 1444 first February 2023 AD and the offers submitted were as follows:
The name of the office
1 Al-Kharashi & Co. - Certified Accountants & Auditors 380,000 riyals including zakat
2 Mr. Ayyouti and Partners Certified Accountants & Auditors 260,000 riyals including zakat 3 Bakr Abdullah Abu Al-Khair and Co. (Deloitte and Touche)
Certified Accountants & Auditors
Written apology
4 Ernest Weng - Abdullah Abdul Rahman Bagchen Certified
Accountants & Auditors No response
5 KPMG Corporation Certified Accountants & Auditors
No response 6 United Accountants for Professional consulting Certified
Accountants & Auditors Written apology
7 Price water house Coopers Company Certified Accountants &
Auditors No response
The committee wants to contact both the office of Suleiman Al-Kharashi and the office of Al-Ayyouti to obtain the final price
The committee has resumed its meeting on Thursday 16/2/2023 AD after receiving the response from the accountants’ offices to obtain the final price The committee has resumed its meeting on Thursday 16/2/2023 AD after receiving the response from the accountants’ offices to obtain the final price
Before the reduction after reduction 1 Al-Kharashi & Co. - Certified Accountants
& Auditors 380.000 SR 370.000 including zakat
2 Mr. Ayyouti and Partners Certified
Accountants & Auditors 260.000 SR 260.000 including zakat
Accordingly, the offers submitted in terms of capabilities and previous work for those offices were studied and reviewed. The committee reviewed the website of the Capital Market Authority to ensure the qualification of the advanced offices, and the committee sees the following:
Nomination of the two offices
According to Article (81) Paragraph (4) of the Corporate Governance Regulations, the following two offers are chosen as they are the most appropriate offers, fulfill all the conditions and instructions, and are registered with the Capital Market Authority as certified accountants and have previously dealt with the company and their experience in this field.
1) El-Ayyouti & Partners, certified accountants and auditor's Office The offer dated 31/01/2023 AD amounting to 260,000 riyals (two hundred and sixty thousand riyals)
2) Al-Kharashi & Co. - Certified Accountants & Auditors The offer dated 08/02/2022 AD amounting to 370,000 riyals (three hundred and seventy thousand riyals)
Based on that, this will be submitted to the Board of Directors to raise to the next Ordinary General Assembly No. (58), God willing, after completing all the regulations to book the date of the assembly
God bless
Members of the audit committee
Saud bin Ahmed Al thanayan Abdul Rahman Ibrahim Al- Medaimegh
Nawaf abdul Majeed Khashoggi
Member of & Audit committee and investment committee
Member of Director& audit committee Audit committee Chairman
