Bahri Annual Report-2012

• Results of the annual audit and internal control procedures of the Company The Internal Audit and Control Department performs the audits on a regular basis, and implements a risk assessment system for the Company and its subsidiaries. The Audit Committee approves the audit plan after ensuring that such plan includes all necessary programs that need to be examined and assessed, and that it is in line with internal control and audit standards. In order to verify the effectiveness of the internal audit system with regard to the protection of assets, risk assessment, and evaluation of the adequacy of performance, the Internal Audit

and Control Department submits periodic reports to the Audit Committee. The said auditing processes did not show any substantial weakness in the internal control system of the Company. Moreover, within its review of the Company’s final accounts on a quarterly basis, the External Auditor reviews all reports of the Internal Audit and Control Department for the relevant financial period. The External Auditor shall also have the right to review the minutes of the Audit Committee, in order to provide a professional opinion. The Audit Committee will discuss all the observations made, and ensure that all relevant departments take corrective actions to this effect within the necessary time schedule.

Corporate Governance

The Company is keen to comply with corporate governance regulations by constantly reviewing its policies and procedures, and enforcing policies and procedures that will promote the concept of transparency and disclosure. The Company also implements all obligatory provisions stated

in the corporate governance by-laws issued by the Capital Markets Authority and its Articles of Association, and all its related documents with exception of the following:

Article No.

Article / Paragraph

Non-compliance reasons

Geographic analysis of the source's total revenues and of the total revenues of its subsidiaries abroad.

Due to the nature of the Company’s business, the vessels of the Company and its subsidiaries operate in the biggest seas and transport cargo between many ports of the world. The Company implements regulations issued by the Ministry of Commerce and Industry based on the Companies Law regarding the voting system in General Assemblies. The Company will consider cumulative voting when voting for board members in 2013.

Article 27 paragraph 4

Cumulative voting method should be applied when voting to select board members in the General Assembly

Article 6 paragraph (b)


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