Bahri Annual Report- 2018



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



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


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



Dr. Abdulmalik Abdullah Al-Hogail



Mr. Saleh Abdullah Al-Debasi




Mr. Khalid Mohammed Al-Araifi






Dr. Saad Saleh Al-Ruwaita*



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


Legal Entity

Location Membership Inside KSA Previous


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 ( and other communication channels.

Private University Closed Joint Stock Company

Inside KSA Inside KSA Inside KSA

Current Current Current

Board Member, Wedyan Real Estate


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 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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