Ordinary General Assembly’s Meeting Agenda
The Board of Directors of Al-Saqr Cooperative Insurance Company is pleased to invite the shareholders to participate and vote in the (regular) general assembly meeting (the first meeting), which is scheduled to take place, God willing, at 06:30 pm on Wednesday 04/11/1444 corresponding to 24/05/2023, by means of modern technology using the Tadwulaty system.
The General Assembly Location link: (Tadawulaty link www.tadawulaty.com.sa - Dammam via modern technical means)
Item 1: Review and discuss the financial statements for the fiscal year ending 31/12/2022.
Item 2: To vote on the auditor's report for the fiscal year ending 31/12/2022 After discussing
it.
Item 3: Review and discuss Board of Directors' report for the fiscal year ending 31/12/2022.
Item 4: Voting on appointing auditors for the company from among the candidates based on
the recommendation of the Board of Directors to examine, review and audit the financial statements for the second, third and annual quarters of the fiscal year 2023 and the first quarter of the fiscal year 2024 and determine their fees.
Item 5: Vote to disburse an amount of (3,323,889) Saudi riyals as a bonus to the members of
the Board of Directors for the fiscal year ending on December 31, 2022
Item 6: Voting on the Board of Directors’ Resolution to appoint the following members of the
Audit Committee, starting from 12-12-2022 until the end of the current committee’s work period on 10-26-2023.
1. Dr. Muhammad bin Abdulrahman Al-Jabreen (Chairman of the Committee, an independent member from within the Bord)
2. Mr. Khaled Muqbel Al-Muqbel (committee member, independent member from outside the Board)
3. Mr. Ahmed Mohamed Dakhil (committee member, independent member from outside the Board)
This is in place of the previous resigned committee members whose names are shown below:
1. Mr. Sultan Khaled Al-Turki (Chairman of the Committee, an independent member from within the Board)
2. Mr. Saud Saleh Al-Arifi (committee member, independent member from outside the Board)
3. Mr. Muhammad Salih Al-Ghamdi (committee member, independent member from outside the Board)
4. Mr. Hossam Faisal Baward (committee member, independent member from outside
the Board)
Provided that the appointment will take effect from the date of the decision issued on 12/12/2022, and this appointment comes in accordance with the Audit Committee’s work regulations. (CV attached)
Item 7: Voting on the business and contracts concluded between the company and the Abdul
Rahman Ali Al-Turki group of companies, in which the former board member, Mr. Fahd bin Abdulrahman Al-Turki, has an indirect interest. These are insurance premiums for a year for 997,402 Saudi riyals for the year 2022. This agreement does not have any preferential conditions. .
Item 8: Voting on the business and contracts that took place between the company and the
Abdul Rahman Ali Al-Turki group of companies, in which the former board member, Mr. Fahd bin Abdul Rahman Al-Turki, has an indirect interest, which is a share of the total claims for a year against 99,520 Saudi riyals for the year 2022. This agreement does not have any preferential terms.
Item 9: Voting on the business and contracts concluded between the company and the Abdul
Rahman Ali Al-Turki group of companies, in which the former board member, Mr. Fahd bin Abdulrahman Al-Turki, has an indirect interest, which is about renting offices for a year for 334,534 Saudi riyals for the year 2022 AD. There are no preferential conditions for this agreement.
Item 10: Voting on business and contracts concluded between the company and Al-Saqr
National Insurance Company (Dubai) in which the members of the Board of Directors Mr.
Abdullah bin Juma Al-Sari, Mr. Majid bin Abdullah Al-Sari, Mr. Abdul Mohsen bin Nafez Jaber and Mr. Sultan bin Abdulaziz Al-Suwaidi have an indirect interest in it, which is a phrase For reinsurance premiums for a year, for 4,371 Saudi riyals for the year 2022, and this agreement does not have any preferential terms.
Item 11: Voting on business and contracts concluded between the company and Al-Saqr
National Insurance Company (Dubai) in which the members of the Board of Directors Mr.
Abdullah bin Juma Al-Sari, Mr. Majid bin Abdullah Al-Sari, Mr. Abdul Mohsen bin Nafez Jaber and Mr. Sultan bin Abdulaziz Al-Suwaidi have an indirect interest in it, which is a phrase For reinsurers’ share of paid claims, insurance for a period of one year, for 243,036 Saudi riyals for the year 2022. This agreement does not have any preferential terms.
Item 12: Voting on business and contracts concluded between the company and Al-Saqr
National Insurance Company (Dubai) in which the members of the Board of Directors Mr.
Abdullah bin Juma Al-Sari, Mr. Majid bin Abdullah Al-Sari, Mr. Abdul Mohsen bin Nafez Jaber
and Mr. Sultan bin Abdulaziz Al-Suwaidi have an indirect interest in it, which is a phrase For
reinsurance commissions from paid claims, insurance for a period of one year, for 15,964
Saudi riyals for the year 2022. This agreement does not have any preferential terms.
Item 13: Voting on business and contracts concluded between the company and Al-Saqr
National Insurance Company (Dubai) in which the members of the Board of Directors Mr.
Abdullah bin Juma Al-Sari, Mr. Majid bin Abdullah Al-Sari, Mr. Abdul Mohsen bin Nafez Jaber and Mr. Sultan bin Abdulaziz Al-Suwaidi have an indirect interest in it, which is a phrase For other administrative expenses for a year, for 9,005 Saudi riyals for the year 2022, and this agreement does not have any preferential terms.
Item 14: Voting on the business and contracts concluded between the company and the
Abdullah Al-Bassam group of companies, in which the former board member, Mr. Abdullah Al-Bassam, has an indirect interest. These are insurance premiums for a year for 128,288 Saudi riyals for the year 2022. There are no preferential conditions for this agreement.
Item 15: Voting on the business and contracts concluded between the company and the
Abdullah Al-Bassam group of companies, in which the former board member, Mr. Abdullah Al-Bassam, has an indirect interest, which is a share of the total claims for a year against 11,624 Saudi riyals for the year 2022. This agreement does not have any preferential conditions.
Each shareholder who is registered in the company’s shareholders ’register at the Depository Center has the right to attend the meeting of the Assembly at the end of the trading session preceding the General Assembly meeting according to the rules and regulations, each shareholder has the right to discuss the topics on the General Assembly agenda and ask questions.
The Ordinary General Assembly meeting (the first meeting) is valid if attended by shareholders representing at least a quarter of the capital. If the quorum required for holding this meeting is not available, the second meeting will be held one hour after the end of the period specified for the first meeting, and the second meeting will be valid regardless of the number of shares represented in it.
Note that the eligibility 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 counting committee finishes counting the votes.
Shareholders registered in Tadawulati services will be able to vote remotely on the items of the Agenda starting at (01:00) AM on Saturday 30/10/1444 corresponding to 20/05/2023 until the end of the assembly time.
The registration and voting in Tadawulati services will be available and free for all Shareholders by using the following link: www.tadawulaty.com.sa.
Shareholders ’questions and inquiries about the assembly’s items will be received with the company’s Board of Directors, starting from three o'clock in the afternoon on the assembly’s day, Wednesday 24 May 2023, until the end of the assembly’s time, via the numbers and e- mail below:
Phone: 0138302294 Ext: 500, In case of any inquiries, you can contact the phone
(8003040114) or e-mail ([email protected]) to answer them.
Audit Committee report for 2022
The Board of Directors formed the Audit Committee in accordance with the regulatory requirements and the internal Audit Committee policy by appointing three members who are not members of the Executive Board of Directors, its employees or advisors to continue the current term of the committee, after obtaining a written non-objection of the Saudi Central Bank, based on the regulations Issued by the Capital Market Authority and the Saudi Central Bank, including the Corporate Governance Regulations and the Implementing Regulations of the Insurance Companies Control Law.
Among the duties of the Audit Committee, for example, but not limited to:
1. Developing a business plan for it approved by a resolution of the Board of Directors, including the rules, responsibilities and obligations of the Audit Committee.
2. Supervising the company's internal audit department to ensure its level of effectiveness in carrying out the tasks entrusted to it.
3. Supervising the company's compliance department to ensure its level of effectiveness in carrying out the tasks entrusted to it.
4. Ensuring the independence of the Internal Audit Department and the Compliance Department in performing the tasks entrusted to it and ensuring that there is no negative impact on its work.
5. Examining and reviewing the quarterly and annual financial statements and making recommendations to the Board of Directors in this regard.
6. Examining the internal audit management plan and the external auditors, in addition to compliance plans, approving them and following up on their implementation.
7. Examining the important accounting strategies, their procedures, and the changes that occur thereto, and submitting recommendations to the Board of Directors in this regard.
8. Follow up on the reports issued by the Central Bank of Saudi Arabia and the relevant supervisory and control authorities, and make recommendations regarding them to the Board of Directors.
9. Examining the reports of the internal and external auditors and submitting recommendations thereon to the Board of Directors.
10. Evaluation of the efficiency and effectiveness of the work of internal and external auditors.
Internal control:
The company's board of directors before the formation of the Audit Committee was responsible for ensuring the efficiency and effectiveness of the company's internal control systems on a regular basis. The senior management represented by the CEO and later by the managing director, the compliance department, the internal audit department, and the risk department prepare, implement, and ensure the application of internal control systems on sound and effective bases, including ensuring the compatibility of the company's systems and policies. With the statutory requirements issued by the relevant supervisory and regulatory authorities, such as the Central Bank of Saudi Arabia, the Capital Market Authority, and the Health Insurance Council.
Despite the resignation of the Audit Committee emanating from the Board of Directors during the year 2021 AD, which was in charge of monitoring the performance and application of the internal control systems in the company, ensuring the efficiency and effectiveness of the financial and accounting systems in the company, and supervising the internal audit department, compliance department, anti-money laundering and terrorist financing in the company in order to verify The extent of their efficiency and effectiveness in carrying out the tasks and tasks entrusted to them, and ensuring compliance with the application of the Companies Law, the Cooperative Insurance Companies Control Law, and other relevant rules, regulations, and instructions. However, the Board of Directors assumed these tasks until October 2022, when a new audit committee was formed.
The internal audit department in the company enjoys complete independence, as it is functionally linked directly to the Board of Directors in the absence of the Audit Committee. One of the tasks of the internal audit is to ensure the extent to
which internal policies and procedures are applied in the company, and during the year 2022 AD, it conducted audits in accordance with the approved annual internal audit plan.
The internal audits included the company's activities, whether financial, administrative or operational, to verify the effectiveness of the company's internal control systems. The Internal Audit Department subsequently submitted its reports to the Board of Directors and to the Audit Committee after its appointment, on the results of the effectiveness of the company's internal control procedures and systems.
The Compliance Department is an independent department whose responsibility is to confirm compliance with the company’s application of the regulations and rules in force in the Kingdom of Saudi Arabia, which include the
regulations and circulars issued by the Central Bank of Saudi Arabia, the Health Insurance Council, the Capital Market Authority and other relevant regulations. The Compliance Department has submitted its periodic reports to the Board of Directors and the Audit Committee after being appointed on the results of the company's compliance with the relevant regulations and instructions.
Based on the reports submitted by the Internal Audit Department and the Compliance Department to the Board of Directors and the Audit Committee, the Board of Directors and the Audit Committee have verified that all necessary corrective measures have been taken to address deficiencies, which ensures that the observations will not be repeated in the future.
In line with sound corporate governance practices and regulatory requirements as well, the Risk Committee emanating from the Board of Directors played an important and pivotal role in supporting internal control by monitoring risk indicators, reviewing reports submitted by the Risk Management Department, determining the extent of vulnerability to various risks, and discussing them with the Executive Management and the Board of Directors.
The results of the annual review of the effectiveness of the company's internal control procedures, in addition to the Board of Directors’ and Audit Committee’s opinion on the adequacy of the company's internal control system:
Given that an audit committee was not formed for the company during the year 2022 AD until October of the year 2022, It took the opinion of the Board of Directors regarding the results of the annual review of the effectiveness of the company's internal control procedures, and to confirm the effectiveness of the company's internal control, the Board of Directors and the Audit Committee considers that the tasks that were completed during the fiscal year 2022 AD are as follows:
a. Discussing the annual financial statements for the year 2022 AD with the external auditors and the company's senior management before issuing them. The Board of Directors discussed the annual financial statements for the year 2021 AD and the preliminary quarterly financial statements for the first, second and third quarters of the year 2022 AD with the external auditors and the senior management of the company and approved them.
b. The Board of Directors studied the offers of the auditor companies and recommended the appointment of the auditor for the year ending on 12/31/2022 AD and the first quarter of the year 2023 AD.
c. The Board of Directors and the Audit Committee later reviewed and approved the internal audit plan for the fiscal year 2022 AD.
d. The Board of Directors and the Audit Committee later supervised the Internal Audit Department and the Compliance Department, and followed up the implementation of the approved audit plans for the year 2022 AD for the two departments.
e. The Board of Directors and later the Audit Committee discussed the internal audit reports and followed up on the implementation of the important recommendations contained in the reports of the Internal Audit Department.
f. The Board of Directors and later the Audit Committee studied the compliance management reports that reflect the extent of the company's compliance with the statutory requirements, and followed up on the implementation of the recommendations contained in the reports.
g. The Board of Directors has studied the effectiveness of the process of identifying and evaluating the important risks of the company's activity, and the company's management method for those risks.
Finally, and according to the aforementioned, the Audit Committee believes that the company has a sound and effective internal and financial control system that is appropriately designed and applied, and there is no doubt about the company's ability to continue its business and achieve its goals, and during the year 2022 there were no material observations related to with the effectiveness of the company's internal control system and procedures, with the exception of the company's inability to appoint an audit committee for the year 2022 AD until October 2022, due to circumstances beyond the control of the company's board of directors. Plans for improvement and development in the company's internal control systems are continuously being worked out and followed up by the Audit Committee.
