Bahri Annual Report-2009

Management Report

Disclosure & Governance

the company applies the regulations issued by the Ministry of Commerce and Industry that are based on the Companies Act with regard to the voting system at general assemblies. In the upcoming General Assembly Meeting, NSCSA will procure the adoption of cumulative voting in the selection of members of the Board of Directors. The Board of Directors confirms that internal controls are being implemented effectively and that there are no risks or constraints affecting the company’s ability to continue its work as an ongoing concern. Additionally, no punishment, penalty, or precautionary restrictions have been imposed on the Company by the CMA or any other supervisory, regulatory or judicial body in the course of 2009. The company has prepared its own Corporate Governance Regulations based on the memorandum and articles of association of the company and consistent with the Rules of Implementation duly issued by the Capital Market Authority and Companies Act in Saudi Arabia. The Corporate Governance Regulations were adopted by the Board of Directors in its meeting held on 20/12/2009. The aim of these Regulations is to assist the Board of Directors in fulfilling its obligations, improving the efficiency of the Board and its Committees and achieving the stated objectives of the company. These Regulations have been prepared according to the directives of the Board of the Capital Market Authority (CMA) and the provisions of the CMA Guideline Regulations to ensure compliance with best corporate governance practices that protect the rights of shareholders and stakeholders and keep pace with the requirements and take advantage of new opportunities to work effectively and meet the expectations of shareholders and other stakeholders. These Regulations are binding to the company, Board members, all employees and shareholders. The rules contained in these Regulations are based primarily on the company’s Articles of Association, Capital Market Law (CML) and its Rules of Implementation and relevant resolutions, and the Companies Act.

NSCSA is committed to a high degree of transparency through adopting clear-cut policies in its dealings with all related parties, publishing all data and financial results, disclosing all its activities and outlook for the future and events of substantial effect. NSCSA publishes it annual reports and resolutions relating to its activities in the local newspapers with details displayed on Tadawul website and the Company’s website to be available to all stakeholders including shareholders and prospective investors. The reports include all the trends relating to the operational activities and analysis of financial statements. The financial statements and accompanying notes as set forth in the annual report are in conformity with generally accepted accounting standards in force in Saudi Arabia, and with the requirements of presentation, disclosure and transparency as set out in the Corporate Governance Regulations. The Board of Directors confirms that the Company maintains regular electronic accounting books and records and that the attached consolidated financial statements and their accompanying notes which form an integral part whereof have been prepared by the Company management and reviewed and approved by the Board in accordance with generally accepted accounting principles and standards duly issued by the Saudi Organization of Certified PublicAccountants (SOCPA) and reflect fairly the Company’s assets and liabilities and that the Company is in a position to proceed with its activities as a going-concern and to continue implementing its future expansion plans. The Board is keen to optimize the utilization of the Company’s resources and operation of its assets to the best interest of its shareholders and utilize the latest relevant tools and systems in this regard. It is to be noted here that the 2009 annual report includes all applicable presentations and disclosures as stipulated in clause (b), Article (27) of the Listing Regulations and clause (c), Article (1) of the Corporate Governance Regulations duly issued by the Capital Market Authority. Excluded from the above is the geographical distribution of income and expenses, which is not applicable to the nature of the work of the Company and cumulative voting, where

Annual Report 2009 The National Shipping Company of Saudi Arabia


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