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Annual Report 2018
Eight: Description and tasks of Board committees Audit Committee
Remuneration and Compensation Committee Tasks and Responsibilities:
• To ensure that the Board of Directors is composed of individuals capable of undertaking their responsibilities in line with the law and highest governance standards. • To ensure the implementation of measures that evaluate the remuneration granted to board members and senior executives. • To develop and obtain approval from the Board of Directors on a clear policy on the remuneration of Board members, committee members and executive
management members. • To conduct periodic reviews of the remuneration policy and evaluate its efficiency. • To define key performance indicators (KPIs) for all Board members and committees and conduct annual performance appraisals against such KPIs. • To control and monitor the selection process for senior executives. • To ensure there is an active succession plan and that it is periodically updated.
• To develop a set of governance standards that define the main responsibilities of the Board and its committees, in addition to reviewing human resources-related duties, policies and programs as well as formulating relevant recommendations to the Board and implementing them. • To ensure compliance with corporate governance guidelines and regulations issued by regulatory and supervisory bodies and authorities.
Tasks and Responsibilities: • The Audit Committee examines and expresses opinions and
tasks, work and reports of the internal audit department. It also ensures the implementation of measures taken to address the recommendations of such reports in order to achieve the Company’s objectives and protect shareholders’ interests. regulatory authorities’ reports and measures taken by the executive management to address them. recommendations to the Board
of Directors on the appointment of an external auditor, defines their remuneration, assesses their performance, verifies their independence and reviews the scope of work and contractual terms. • The Audit Committee monitors the work and activities of executives and managers responsible for risk management.
recommendations on the initial consolidated annual financial statements of the Company. Additionally, it studies analyses provided by the external auditor and ensures measures taken to address its recommendations are implemented.
• The Audit Committee reviews
• The committee ensures the efficiency of internal control
Remuneration and Compensation Committee Meetings and Attendance Sheet
systems and applicable policies and procedures as well as the
• The committee makes
Meeting 1 Feb 28, 2018
Meeting 2 Mar 19, 2018
Meeting 3 Apr 29, 2018
Meeting 4 Jul 25, 2018
Meeting 5 Dec 10, 2018
Meeting 6 Dec 27, 2018
Position
Name
Audit Committee Meetings and Attendance Sheet
Mr. Mohammed Abdulaziz Al-Sarhan Mr. Saleh Abdullah Al-Debasi Eng. Ibrahim Qassim Al-Buainain Mr. Khalifa Abdullatif Al-Mulhim
Chairman
√
√
√
√
√
√
Meeting 1 28 Jan 2018
Meeting 2 25 Feb 2018
Meeting 3 25 Apr 2018
Meeting 4 24 Jul 2018
Meeting 5 24 Oct 2018
Meeting 6 23 Dec 2018
Position
Name
Dr. Abdulmalik Abdullah Al-Hogail
Member
√
√
√
√
√
√
Chairman
√
√
√
√
√
√
Mr. Saleh Abdullah Al-Debasi
Member
√
√
√
√
√
√
Member
√
√
×
√
√
√
Mr. Khalid Mohammed Al-Araifi
Member
×
×
√
√
√
√
Member
√
×
√
√
√
√
Dr. Saad Saleh Al-Ruwaita*
Member
√
√
√
√
×
√
Nine: AGMs held in 2018
*Dr. Saad Saleh Al-Ruwaita is a non-board committee member specialized in finance and accounting. He is holder of a Bachelor of Accounting from King Saud University’s Department of Administrative Sciences, Riyadh; a Master of Accounting from the University of Miami, USA; and a PhD from the University of Colorado, USA.
The 42nd Annual General Meeting was held on April 17, 2018 and attended by the following Board members:
• Mr. Abdulrahman Mohammed Al-Mofadhi • Mr. Khalifa Abdullatif Al-Mulhim • Dr. Abdulmalik Abdullah Al-Hogail • Mr. Khalid Mohammed Al-Araifi
Company
Legal Entity
Location Membership Inside KSA Previous
Listed
Chairman of the Audit Committee, National Commercial Bank (NCB) Member of the Board of Trustees, Prince Sultan University
Ten: Procedures taken by the Board to inform its members, including non-executives, of shareholders’ feedback concerning the Company’s performance Members of the Board are committed to attending AGM meetings to answer shareholders’ enquiries and receive their feedback regarding the Company and its performance. They also communicate with Bahri’s Investor Relations Department to receive shareholders’ suggestions via email (investorrelations@bahri.sa) and other communication channels.
Private University Closed Joint Stock Company
Inside KSA Inside KSA Inside KSA
Current Current Current
Board Member, Wedyan Real Estate
Listed
Chairman of the Audit Committee, Saudi Real Estate Company Chairman of the Testing Committee, Saudi Organization for Certified Public Accountants Member of the Zakat and Tax Appeal Committee, Ministry of Finance Chairman of the Audit Committee, Saudi Research and Marketing Group
Professional Saudi Authority
Inside KSA Previous Inside KSA Previous Inside KSA Previous
Governmental
Listed
Governmental Governmental
Inside KSA Inside KSA
Current Current
Member of the Audit Committee, Public Pension Agency
Chairman of the Audit Committee, Public Education Evaluation Commission
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