Our responsibilities under these standards are further described in the Auditor's Responsibilities for the Audit of the Consolidated Financial Statements section of our report. To the Shareholders of Saudia Dairy and Foodstuff Company (SADAFCO) (continued) Responsibilities of the Auditor for the Audit of the Consolidated Financial Statements (continued).
ﺔﻳﺬﻏﻷاو نﺎﺒﻟﻷا تﺎﺠﺘﻨﻤﻟ ﺔﻳدﻮﻌﺴﻟا ﺔﻛﺮﺸﻟا
ﺔﯾدﻮﻌﺳ ﺔﻤھﺎﺴﻣ ﺔﻛﺮﺷ
- Pioneers Accountants Bannaga & AlTheyab
- Personal Details of the Nominated Member
- Academic Qualifications of the Nominated Member
- Expertise of the Nominated Member
- Current Memberships in Boards of other Joint Stock Companies (Listed or Non-Listed) or any other company regardless of its legal form or any board committees
Nominated Accounting Firm Value of the offer individually (SAR) 1 Deloitte & Touche Bakr Abulkhair & Partners 775,000. The committee based its recommendation of these auditors on the fact that they possess sufficient personnel to audit the company's accounts prepared in accordance with IFRS.
Limited Assurance Report and Chairman's Declaration Regarding
Related Parties Transactions
KPMG Professional Services, a professional private limited company registered in the Kingdom of Saudi Arabia, with a paid-up capital of SAR, formerly known as “KPMG Al Fozan & Partners Certified Public Accountants”) and a non-partner firm, a member of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a.
Independent Limited Assurance Report to Saudia Dairy and Foodstuff
Company (SADAFCO) on the Chairman’s Declaration on the Requirements of Article 71 of the Companies Law
Company management is responsible for ensuring that personnel involved in the preparation of the subject information are properly trained, systems are properly updated, and that any changes in reporting include all significant business units. The actions chosen depend on our understanding of the subject matter and other matters relating to the engagement, and our consideration of areas where material misstatements are likely to occur.
ةيذغلأاو نابللأا تاجتنمل ةيدوعسلا ةكرشلا
ةيدوعس ةمهاسم ةكرش SAUDIA DAIRY & FOODSTUFF COMPANY
Abdullah Yagoub Bishara is a BIR member of both KIPCO and SADAFCO, and Sheikh Sabah Mohammed Al-Sabah is a BOD member of SADAFCO and a member of KIPCO's executive team. Abdullah Yagoub Bishara is a BIR member of both KIPCO and SADAFCO, and Sheikh Sabah Mohammed Al-Sabah is a BOD member of SADAFCO and a member of KIPCO's executive team.
Notification of Competition Activities
The following table shows the competitive activities of SADAFCO Board members for the 2022/2023G financial year. These data are presented in accordance with the requirements of the second paragraph of Article 27 of the Companies Act and Article 44 of the Rules on the Management of Public Joint Stock Companies.
Competition Standards for Board Members
يرياعم
تايوتحملا
Contents
First: Objective
Second: General Principles
Each member of the Board or its committees, shall comply with the principles of truthfulness, honesty, loyalty, and care
Each member of the Board or its committees, may not engage in any act or business that may compete with the Company or
Incompatible with the independence requirement for an independent Board member, if he/she engages in a business
Third: Concept of the Competing Businesses
لاوأ ضرغلا
هذه فدهتةحئلالا
ىلإ
ل يأ كارتشا ميظنت
سلجم ءاضعأ نم ،ةرادلإا
لمع يف هنع ةقثبنلما ناجللا ءاضعأ وأ
نملامعلأا
ةكرشلا
ايناثةماع ئدابم
ا سلجم ءاضعأ نم وضع لك مزتلي )
او قدصلا ئدابمب لأ
ولاو ةنام ل
ةيانعلاو ء مامتهلاو
حلاصمب
ةكرشلانيمهاسلماو
ةيصخشلا هتحلصم ىلع اهميدقتو
ةرادلإا سلجم وضعل زوجي ل )
وأ ،أ
يأ يف كرتشي نأ
سفاني نأ وأ ،ةكرشلا ةسفانم هنأش نم لمع دحأ يف ةكرشلا
مامأ هبلاطت نأ ةكرشلل ناك لإو ،هلوازت يذلا طاشنلا عورف نكي ملام ،بسانلما ضيوعتلاب ةصتخلما ةيئاضقلا ةهجلا
ةسفانلما لامعلأا ةسراممب
ةرادلإا سلجم وضع يف هرفاوت مزلالا للاقتسلا عم ىفانتي )
هلوازت يذلا طاشنلا عورف دحأ يف ةكرشلا
اثلاث ةسفانلما لامعأ موهفم
اقفو
ل نم
لإا موهفم نمض لخدي هنأف تاكرشلا هنأش نم لمع يأ يف كارتش
وأ ةكرشلا ةسفانم
يذلا طاشنلا عورف دحأ يف اهتسفانم
ام هلوازت
يلي
The board members' establishment of a company or a sole proprietorship or the ownership of a controlling percentage of shares or interests in a company or any other entity is involved in business activities that are similar to the activities of the company or its group. Acceptance of membership on the board of a company, an entity that competes with the Company or its group, or the management of the affairs of a competing sole proprietorship or any competing company of any form, other than the Company's affiliates. The member acting as an overt or covert commercial agent for another company or entity that competes with the Company or its group.
Fourth: Standers of the Competing Businesses
Fifth: Controls of the Competing Businesses
أ- لإا سلجم وضع سيسأت
لمت ةرثؤم ةبسن ك
صصح وأ مهس ةأشنم وأ ةكرش يف
اطاشن لوازت ىرخأ .اهتعومجم وأ ةكرشلا طاشن عون نم
ب ةسفانم ةأشنم وأ ةكرش ةرادإ سلجم ةيوضع لوبق -
لوت وأ ،اهتعومجم وأ ،ةكرشللي
ةيدرف ةسسؤم ةرادإ
ةسفانم
يأ ةكرش وأ
ادع اميف ،اهلكش ناك تاكرشلا
ةكرشلل ةعباتلا
ةسفانم ىرخأ ةأشنم وأ ةكرشل ،ةرتتسم وأ تناك
ةكرشلل
اهتعومجم وأ
اعبار ةسفانلما لامعأ ريياعم
ا سلجم موقي ةسفانم نم ققحتلاب ةراد لإ
لا وضع
ب اذخأا
أ-ا ةعيبط
ةكرشلا اهيف لوازت يتلا قاوس
اهلامعأ ةسفانلما
ت كلام قوقح يلامجإو ةسفانلما ةكرشلا لام سأر -
اه
ث .ةسفانلما ةكرشلا عيراشم مجح -
اسماخ ةكرشلا ةسفانم طباوض
ا سلجم وضع بغر اذإةراد لإ
دحأ وأ ،
هناجل
يذلا طاشنلا عورف دحأ يف اهتسفانم وأ ،ةكرشلا ةسفانم هنأش نم
يلي ام ةاعارم بجيف ،هلوازت
Notifying the Board of his/her participation, in any businesses that may compete with the Company or lead to competing
The conflicted member shall abstain from voting on the related decision in the Board meeting and General Assemblies
The chairman of the Board shall inform the General Assembly, once convened, of the competing businesses that the Board
Obtaining authorization of the General Assembly of the Company for the member to engage in the competing
Sixth: Rejection of Grant Authorization
وأ ،هتسفانمب
نم لامعأ يأ يف هتكراشمب
ةكرشلا ةسفانم اهنأش
وأ
هلوازت يذلا طاشنلا عورف دحأ يف
لكشب كلذ ناك ءاوس رشابم ريغ وأ رشابم
بلط جذومنل اقفو
قفرم( ةحئلالا هذهب قفرلما صيخرتلا-
ب لا
ا سلجم عامتجا رضحم ةراد لإ
ا سلجم يف نأشلا اذه يف ردصي يذلا ةراد لإ
ةيعمجلاو
ةيمومعلا
3 ا سلجم سيئر مايق )
لا دنع ةيداعلا ةماعلا ةيعمجلا غ
اب اهداقعنا لأ
اهلوازي يتلا ةسفانلما لامعلا
دعب كلذو ،وضع
ا سلجم ققحت ةسفانم نم ةراد لإ
عورف دحأ يف اهتسفانم
اقفو هلوازت يذلا طاشنلا
ريياعلما هذهل
طباوضلاو
متي نأ ىلع
ا هذه نم ققحتلا لأ
يونس لكشب لامع
ا ةسراممب وضعلل حمسي لأ
ةسفانلما لامع
اسداس صيخرتلا حنم ضفر
صيخرتلا حنم ةماعلا ةيعمجلا تضفر اذإ
ىلعف
خ هتلاقتسالا
ةيعمجلا اهددحت ةلهم لإو ،ةماعلا
ل هتيوضع تدع
وأ ةكرشلا ةسفانم نع لودعلا ررقي مل ام كلذو ،ةيهتنم سلجلما يف قبط هعاضوأ قيفوت
لبق ةيذيفنتلا هحئاولو تاكرشلا ماظنل
نم ةددحلما ةلهلما ءاضقنا.ةماعلا ةيعمجلا لبق
Seventh: General provisions
This Policy has been prepared based on Article (44) of the Saudi Corporate Governance Regulations issued by the
This Policy will be effective and enforceable from the date of its approval by the Company Shareholders General Assembly
Texts or rules, whatsoever, not stated in this Policy, will be subject to the application of the Saudi Companies’ Law, the
This Policy has been drawn in Arabic and English texts. In case of any discrepancy or misinterpretation, the Arabic text shall
This Policy will be published, after an approval by the Shareholders General Assembly, in the company website or
اعباسةماع ماكحأ
قوسلا ةئيه سلجم نع رداصلا يدوعسلا تاكرشلا ةمكوح .ةكرشلا ةمكوحل ماعلا راطلإل لامكتسإ ةيلالما
ةعجارلمابةيرودلا
هذهلةحئلالا
اهتيلعاف ىدميف
قيقحتضارغلأا
اهنمتو
ةحئلالا
ةجاحلا دنع-
متيو
ضرع يأ
نملبق
يذلا موقي
ةحرتقلماي صويو
اهب
ةيعمجللةيمومعلا
نيمهاسملل لإ
اهدامتع
ن خير ات
ةكرشلا يف نيمهاسملل ةماعلا ةيعمجلا نم 4
هيلع قبط
ةيلالما قوسلا ةئيه ماظنو هحئاولو يدوعسلا تاكرشلا ماظن ساسلأا ةكرشلا ماظنو ةيذيفنتلا هحئاولو
ةصتخلما تاهجلا نم 5
ني
ةيزيلجنلإاو
يفو
دوجو ضراعت يأ
امهنيبدمتعي
اهدامتعإ دعب ةحئلالا
نيكمتل ىرخأ ةليسونيمهاسلما
روهمجلاوباحصأو
حلاصلما
نم علاطلإا
مقر قفرم1
سفانم لمع يف كارتشلااب صيخرتلا بلط
Attachment (1): License Application to Participate in a Competing Business License Application to Participate in a Competing Business
Proposed Amendments to the Company’s Bylaw
ﺔﻛﺮﺷ ﺔﯾدﻮﻌﺳ ﺔﻤھﺎﺴﻣ
The Company carries out its activities in accordance with the applicable regulations and after obtaining the necessary licenses from the competent authorities, if any.
Article Four: Participation and ownership in companies
Article Five: Company's Headquarters Article Five: Company's Headquarters The Headquarters of the Company is located in the city of
Article Six: Duration of the Company Article Six: Duration of the Company The term of the Company is (99) years starting from the date of
Chapter Two: Capital and Shares
Article Eight: Subscription to shares Article Eight: Subscription to shares Shareholders have subscribed to all shares of the Company.
Article Eight: Subscription to Shares Article Eight: Subscription to Shares Shareholders have subscribed to all of the Company's shares
Article Ten: Sale of Unpaid Shares Article Nine: Sale of Unpaid Shares The shareholder is obligated to pay the value of the share on the
However, shareholders who fail to pay up to the day of the sale may pay the due value in addition to the expenses incurred by the Company in this regard;. The Company cancels the sold share in accordance with the provisions of this article and gives the buyer a new share bearing the number of the canceled share and indicates in the share register that the sale has taken place with the name of the new owner. An indication will also be made in the Shareholders' Register that the sale has taken place with the necessary data of the new owner.
Article Eleven: Issuance of Shares Article Ten: Issuance of Shares The shares are nominal and may not be issued for less than their
The enforcement of rights arising from overdue shares shall be suspended upon expiry of the due date, until they have been sold or paid in accordance with the provisions of the first paragraph of this article. However, shareholders who do not pay by the date of sale may pay the value owed in addition to the costs incurred by the company in connection therewith; and in this case the shareholder has the right to claim the payment of dividends. The company cancels the certificate of the sold share in accordance with the provisions of this article, and issues a new share with the same number to the buyer. . The provisions of this statute apply to what the shareholders register in the event of a capital increase before the expiry of the prohibition period.
Article Fourteen: Capital Increase Article Twelve: Capital Increase
Only in the latter case can the capital be reduced below the limit specified in Article (54) of the Companies Act. Only in the latter case may the capital be reduced below the limit specified in Article (Fifty-Nine) of the Companies Law. The decision to reduce will only be taken after reading out a statement in the General Meeting, drawn up by the Board of Directors, regarding the reasons for such a reduction, the obligations of the Company and the effect of the reduction on the fulfillment of these obligations, provided that this statement is accompanied by a report from the company's accountant.
Article Sixteen: The Company's purchase of its shares Article Fifteen: The Company's purchase, Sale, and Pledge of its shares
The Company may issue or decide to repurchase preference shares or redeemable shares in accordance with the following regulations. The Company may sell its own shares in one or more stages, in accordance with the controls and procedures established by the competent authority. Article Eighteen: Shares Mortgage Deleted Article The Company may pledge its shares as security for a debt, in.
Article Nineteen: Issuance of Debt Instruments or Financial Instruments
Compliance with other relevant rules and regulations Article 17: Sale of own shares Article 17: Sale of own shares The company may sell own shares in one or more stages. Immediately after the expiration of the vesting period provided for the holders of such instruments, the board of directors shall take the necessary steps to amend these articles of association with regard to the number of issued shares and the capital. If the conditions for issuing debt instruments and financial instruments do not include the possibility of converting these instruments into shares by increasing the company's capital.
Chapter Three: Board of Directors Chapter Three: Board of Directors Article Twenty: Company Management Article Nineteen: Company Management
Chapter Three: Board of Directors Chapter Three: Board of Directors Article Twenty: Company Management Article Nineteen: Company Management.
Article Twenty-One: Board Membership Expiration Article Twenty: Board Membership Expiration The membership of the Board shall end upon the expiry of its
Article Twenty-Two: Vacant position in the Board Article Twenty-One: Expiration of Bord Term, Member Retirement, or Membership Vacancy
The Board of Directors shall take all necessary measures to elect a new Board before the expiration of the continuity period specified in this paragraph. The Board of Directors may perform all actions and actions that would achieve the objectives of the Company. Article twenty-four: Remuneration of the Board Article twenty-three: Remuneration of the Board The remuneration of the Board of Directors consists of.
Article Twenty-Four: Board Remuneration Article Twenty-Three: Board Remuneration The remuneration of the Board of Directors consists of the
Article Twenty-Five: Powers of the Chairman, Vice-Chairman, Managing Director and the Board
Secretary
The Board determines the remuneration to be obtained by the Chairman of the Board and the Managing Director, in addition to the remuneration prescribed for members of the Board. The Board of Directors meets at least twice a year at the invitation of its Chairman. The Chairman of the Board must invite the Board to a meeting whenever requested by two of the members.
Article Twenty-Seven: Quorum of the Board Meeting
A member of the Board of Directors may not represent more than one member at the same meeting. A member of the Board of Directors may not represent more than one member at the same meeting. Article Twenty-Eighth: Deliberations of the Council Article Twenty-Seven: Deliberations of the Council The deliberations and decisions of the Board of Directors shall.
Article Twenty-Eighth: Board Deliberations Article Twenty-Seven: Board Deliberations The deliberations and resolutions of the Board of Directors shall
In all cases, the second meeting is valid regardless of the number of subscribers represented in it. For the validity of its convocation, the presence of a number of subscribers representing at least half of the capital is required, and each shareholder has, at its general meetings, one vote for each share he subscribes or represents. General Meeting, the ordinary general meeting deals with all matters relating to the Company and is held at least once a year in the six months following the end of the Company's financial year.
Article Thirty-Four: Call of Assemblies Article Twenty-Nine: Call of Assemblies
Article Thirty-Six: Quorum of the Ordinary General Assembly Meeting
Article Thirty-Seven: Quorum of the Extraordinary General Assembly Meeting
Article Thirty-Eight: Voting in Assemblies: Article Thirty-Two Voting in Assemblies
Each shareholder has the right to discuss the topics listed on the agenda of the Assembly and to ask questions about it to the members of the board of directors and the auditor. Each shareholder has the right to discuss the topics listed on the agenda of the General Assembly and to ask questions about it to the members of the Board of Directors and the external auditor. Article forty-two: Formulation of the commission: Deleted Article By decision of the Ordinary General Assembly, one is formed.
Chapter Six: Accounts Auditor Chapter Five: Accounts Auditor Article Forty-Six: Appointment of Accounts
Auditor
Article Forty Seen: Powers of Account Auditor Powers of the auditor
If the report submitted to the board of directors indicates that the auditor is facing difficulties in the performance of his duties, the board must step in and assist him. If the board of directors does not do this, the auditor can request the convening of the general meeting and discuss the matter. If the Board does not make such a request within 30 days of the auditor's initial request, the auditor may make the request himself.
Chapter Seven: Company’s Accounts and Profit Distribution
If the board does not facilitate the auditor's work, it must request the board to invite the ordinary general meeting to look into the matter.
Chapter Six: Company’s Finances and Profit Distribution
Article Forty-Nine: Financial Documents: Article Thirty-Nine: Financial Documents
He must also send a copy of these documents to the Ministry and the Capital Market Authority at least fifteen days before the date of the General Meeting. These documents must be made available to shareholders at least 21 days before the annual meeting of the Ordinary General Meeting, unless they have already been published via modern technology.
Article Fifty: Distribution of Profits: Article Forty: Creation Reserves
Company law, after the foregoing, 10% of the remainder is allocated to the Board of Directors. The shareholder is entitled to a share in the profits in accordance with the decision of the General Assembly issued in this regard. Article Fifty-three: Company losses: Deleted Article 1- If the losses of the joint-effects company reach amount half.
Chapter Nine: Dissolving Company and its Liquidation
Article Fifty-Five: Company Expiration Article Forty-Two: Company Expiration As soon as the Company expires, the Company enters the stage
Chapter Ten: Final Provisions Chapter Eight: Final Provisions
