Bahri Annual Report-2008

The National Shipping Company of Saudi Arabia

Annual Report 2008


for enjoyment by the shareholders of all those rights with ease by referring to the management or Shareholders’ Department of the company. In addition to their right of nomination to membership of the Board of Directors subject to satisfying the applicable regulatory conditions, shareholders also have the right to vote in the general assemblies and participate in the discussions of all company activities and its future plans by attending general assembly meetings. When the General Assembly adopts any dividend distribution, such information will be announced

forthwith and the company immediately starts payment of dividends to shareholders who are registered in the records of the Stock Depository Center (SDC) at the end of trading on the day of General Assembly meeting. Dividends will be deposited in shareholders’ portfolios with the respective local banks within a deadline of thirty days from the date of adoption of such dividend distribution by the General Assembly. It is to be noted that no agreement has been in place under which any of the company’s shareholders have waived any rights to dividends.

Disclosure & Governance

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 its annual reports and resolutions relating to its activity in the local newspapers, with details displayed onTadawul website and the Company's website (www.nscsa. com) to be available to all stakeholders including shareholders and prospective investors. The reports include all the trends relating to theoperational activities and analysis of financial statements. The financial statements and accompanying notes as set forth in the relevant 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 provided for in the Corporate Governance Regulations. NSCSA has prepared new governance by-laws of its own consistent with and in line with generally accepted international practices aswell as applicable regulations and directives duly issued by the competent authorities in the Kingdom. This governance by-laws are in the final stages prior to its implementation. 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 thereof 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 Public Accountants (SOCPA) and reflect fairly the Company’s assets and liabilities and that the Company is in a position that enables it to proceed with its activity on a going-concern basis and to continue implementing its future expansion plans. The Board further confirms that its internal control system is functioning efficiently through various departments of the Company which employs a team of professional auditors who are skilful in risk andquality aspects andwhooptimize the utilization of the Company’s resources and operation of its assets to the best interest of its shareholders and who use the latest relevant tools and systems in this regard. It is to be noted here that the 2008 annual report has included 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 thework of the Company and cumulative voting, where the company applies the regulations issued by the Ministry of Commerce which are based in Saudi Companies Act withregardtothevotingsystematgeneral assemblies. The Board of Directors also confirms that no punishment, penalty, or precautionary restrictions have been imposed on the Company by the CMA or any other regulatory body.

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