Bahri Annual Report- 2018



Annual Report 2018

Third : Board committees’ compensation and bonuses

Twenty-five: Results of the annual audit of the effectiveness of the Company’s internal control procedures and the Audit Committee’s opinion on the sufficiency of the Company’s internal control system

Fixed Bonuses (Excluding Meetings Attendance Allowance)

Meetings Attendance Allowance



Audit Committee Members 1. Dr. Abdulmalik Abdullah Al-Hogail 2. Mr. Saleh Abdullah Al-Debasi 3. Mr. Khalid Mohammed Al-Araifi

100,000 100,000 100,000 100,000 400,000

30,000 20,000 25,000 22,500 97,500 30,000 25,000 25,000 15,000 95,000

130,000 120,000 125,000 122,500 497,500 130,000 125,000 125,000 65,000 445,000

Having reviewed internal control and auditing procedures and discussed the preliminary, annual and final business results with the external auditor and Executive Management, the Audit Committee can give assurances regarding the Bahri’s

internal control systems within the scope of its limited and planned tasks and work assigned by the Internal Audit Department. The committee did not discover any substantial issues that need to be highlighted or are believed to result in a weakness or

major flaw in the Company’s internal control systems. However, any internal control system, regardless of its design, integrity and effectiveness of implementation, cannot provide absolute affirmation.

4. Dr. Saad Saleh Al-Ruwaita


Remuneration and Compensation Committee Members 1. Mr. Mohammed Abdulaziz Al-Sarhan 100,000

100,000 100,000 50,000 350,000

2. Mr. Saleh Abdullah Al-Debasi 3. Eng. Ibrahim Qassim Al-Buainain 4. Mr. Khalifa Abdullatif Al-Mulhim

Twenty-six: Bahri’s shareholder register requests – dates and reasons


Date of Request

Date of Ownership File


Request No.

Fourth: Senior executives’ compensation and bonuses

17/12/2018 14/08/2018 31/07/2018 31/07/2018 18/04/2018 01/04/2018 05/02/2018 28/01/2018 28/01/2018 08/01/2018

31/12/2018 13/08/2018 30/06/2018 31/07/2018 19/04/2018 29/03/2018 05/02/2018 01/01/2018 17/01/2017 28/12/2017

Other Other

1 2 3 4 5 6 7 8 9

Companies’ procedures

Details of Compensation and Bonuses paid to Senior Executives


Five senior executives including the CEO and CFO


General Assembly


Salaries and compensation Periodic and annual bonuses In-kind compensation and benefits

Other Other Other Other Other




End-of-service benefits




Twenty-two: Bonus waivers

Twenty-seven: Audit Committee’s recommendations not in accordance with board’s resolutions or which the board refused to consider concerning the appointment, dismissal, remuneration, and evaluation of the performance of the Company’s auditor or the appointment of the internal auditor, as well as justifications for such recommendations

There has been no arrangement or agreement pursuant to which a Board member or Senior Executive waived their right to receive any bonuses.

Twenty-three: Shareholders’ rights to dividend waivers

Twenty-four: Description of the value of any investments or reserves created for Bahri’s employees There has been no arrangement or agreement under which a shareholder of the Company has waived any of their rights to dividends.

There has been no conflict between the Audit Committee and the Board resolutions.


Twenty-eight: The Audit Committee’s recommendation concerning the need to appoint an internal auditor, if not already available

Bahri has a dedicated internal auditing function.

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