Bahri Annual Report-2008

Board of Directors Report

34

Board Committees

The Board of Directors has formed three committees, namely, Strategy and Follow-up Committee, Audit Committee and Nominations and Remuneration Committee with specific powers authorized by the Board of Directors, as follows:

Strategy and Follow-up Committee:

This committee is entrusted to lay down the foundations of the Company's strategies, review of these strategies on a periodic basis, optimal utilization of the company's resources, maximizing return on

investment and deliberating the issues referred to it by the Board of Directors. This committee, which held (8) meetings in 2008, consists of:

Abdullah Sulaiman Al-Rubaian Mohommed Abdulaziz AlSarhan Saleh Abdullah AlDebasi Abdulkarim Ibrahim Al-Nafie Farraj Mansour Abothenain

Chairman Member Member Member Member

Audit Committee:

This committee is entrusted with the verification on the adequacy of the internal control system in a manner that would achieve the objectives of the company and protect the interests of shareholders. It is authorized to examine all relevant information and data, reports, records or other matters, which it considers important to access;

review the interim and annual financial statements and accounting policies; nominate the Company’s auditor for the respective fiscal year to be elected by the General Assembly annually and verify the independence of internal auditors. The Committee, which held (7) meetings in 2008, consists of:

Nasser Mohammed Al-Kahtani Ahmed Abdullah Al-Moghams Saleh Abdullah AlDebasi

Chairman Member Member

Nominations and Remuneration Committee: This committee is entrusted with nomination for the next session of membership of the Board of Directors, annual review of the needs and skills required for membership of the Board, review the structure of the Board of Directors and recommending changes as necessary, identify weaknesses and strengths of the

current Board of Directors and propose to have them addressed in the subsequent session, develop clear-cut policies for the compensation and emoluments of the members of the Board of Directors and senior executives based on their performance. The Committee, which held one meeting in 2008, consists of:

Chairman Member Member Member

Abdullah Sulaiman Al-Rubaian Mohommed Abdulaziz AlSarhan Nasser Mohammed Al-Kahtani Sami Abdullah Al-Saeed

Powered by