Sahara International Petrochemical Company (Sipchem) invites its shareholders to attend the 16th Extraordinary General Assembly (First Meeting) via modern technology
The Board of Directors of Sahara International Petrochemical Company (Sipchem) is pleased to invite the honorable shareholders to participate and vote in the Sixteenth Extraordinary General Assembly meeting (the first meeting), which is scheduled to be held via modern technology means, God willing, at 19: 00 on Wednesday, May 10 2023 AD Corresponding to 20 Shawal 1444 AH.
To consider the following agenda:
1- Reviewing the Board of Directors’ report for the fiscal year ending on 31-12-2022G. and discussing it.
2- Reviewing the financial statements for the fiscal year ending on 31-12-2022G. and discussing it.
3- Voting on the auditor report on the company’s accounts for the fiscal year ending on 31-12-2022.
4- Voting to absolve the members of the Board of Directors from their liability for the past year 31/12/2022.
5- Voting on the disbursement of (4,541,667) Four million five hundred and forty-one thousand six hundred and sixty-seven riyals as a remuneration of the Board of Directors for the fiscal year 31/12/2022.
6- Voting to appoint the Company auditor from among the candidates based on the recommendation of the Audit Committee, to
examine, review and audit the financial statements for the second, third quarter and the annual of the fiscal year 2023 AD and the first quarter of the fiscal year 2024 AD and to determine its fees.
7- Voting to authorize the Board of Directors to distribute interim quarterly (quarter/ half) annual profits for the fiscal year 2023.
8- Voting on the company’s purchase of a number of its shares and a maximum of (65,121,992) shares and keep them as treasury shares, as the Board of Directors considers that the share price in the market is less than its fair value, and the purchase will be financed from the company’s own resources, and authorizing the Board of Directors to complete the process Purchase within a maximum period of
twelve months from the date of the decision of the extraordinary general assembly, and the company will keep the purchased shares for a maximum period of (5) years from the date of approval of the extraordinary general assembly, and after the expiry of this period, the company will follow the procedures and controls stipulated in the relevant laws and regulations
9- Voting on the Board of Directors’ decision to appoint Eng. Mahmoud Saleh Al-Theeb as a member (from outside the Board) as a member of the Audit Committee, starting from 22-12-2022G until the end of the current committee’s work period on 09-12-2025G, in place of the previous committee member, MR. Ayadh Mohammad Al- Qarni (from outside the Board). The appointment shall take effect from the date of the decision issued on 22-12-2022G, and this appointment comes in accordance with the work regulations of the Audit Committee. (CV attached).
Shareholders registered in the Company share registry at the Depository Center as of the end of trading prior to the General Assembly Meeting as per the rules and regulations. Shareholders have the right to discuss the topics on the agenda of the assembly and direct their inquiries. Eligibility for Registering the Attendance of the General Assembly’s Meeting Ends upon the Convenience of the General Assembly’s Meeting. Eligibility for Voting on the Business of the Meeting Agenda Ends upon the Counting Committee Concludes Counting the Votes. The Extraordinary General meeting shall be valid only if attended by shareholders representing at least half of the Share Capital. In case of non-completion of the quorum at this meeting, the second meeting will be held within one hour of the
scheduled time for the first meeting, and the second meeting will be valid if attended by a number of shareholders representing at least one quarter of the share capital. The shareholders may remotely vote on the General Assembly Meeting’s agenda via (E-voting service) through Tadawulaty website www.tadawulaty.com.sa. The remote voting will start on Saturday 16/10/1444 H Corresponding to 06/05/2023 G at (01:00) AM, and the voting will end once the General Assembly Meeting ended. Please note that registration in Tadawulaty service and voting is provided free of charge.
For inquiries, please contact the Governance and Shareholders Affair Department on Phone:
+966 133567148 or +966 138019396 e-mail: [email protected]
Audit Committee Report for the Year Ended 31/12/2022
Dear Respected Shareholders of Sahara International Petrochemical Company (Sipchem)
Internal Audit department verifying efficiency of Internal Control System and its effectiveness in mitigating major risks facing the company, that includes financial, operational and legal risks. Audit Committee monitoring on a continuous basis activity of Internal Audit Department. On a regular basis Audit Committee reviewing reports issued by Internal Audit Department, following on actions taken by company management to implement Internal Audit Recommendations and remediating deficiencies identified to ensure effectiveness and efficiency of Internal Control System.
Audit Committee report to the Board of Directors all material findings (if any) to take proper actions. The scope of the Internal Audit Department includes the following:
1- Developing the Annual Audit Plan (Risk Based).
2- Executing the Annual Audit Plan, communicating and discussing audit results and findings with concerned/responsible departments.
3- Provide advisory services as directed by the Audit Committee.
4- Evaluate and assess action plans developed by management to remediate identified deficiencies.
5- Prepare and submit to the Audit Committee Audit Reports and conduct follow-up activities to ensure full implementation of audit recommendations.
6- Assist in improving internal control system and increase employee awareness about importance of Internal Audit and its role as well as management role in improving its performance.
In addition to the above the appointed External Auditor as part of approved scope of work Auditing the Annual Financial Statement, perform a full assessment of internal control system including IT system to ensure proper segregation of duties and that controls are in place and working effectively.
During 2022 the Internal Audit Department executed the approved annual audit plan to verify effectiveness and efficiency of internal control system. No material findings nor material weakness in internal control system been identified during 2022.
Chairman of Audit Committee Eng. Abdullah Khalifa Al-Buainain
