Annual Report 2017
124
125
8
Bahri Board of Directors
Table of Attendance - Board of Directors’ 2017 Meetings
Audit Committee Tasks and responsibilities: • Examines and formulates recommendations about the initial annual consolidated financial statements of the Group in addition to examin- ing reports from the external auditor and monitoring related corrective measures that have been identified as a result. • Ensures the efficiency of Bahri’s internal controls, policies and procedures as well as the Company’s business, operations and internal auditing reports. It also monitors the execution of corrective measures identified to ensure Bahri’s objectives are met and shareholders’ interests are protected. • Reviews reports from regulatory bodies and audits the procedures implemented by executive management to process them. • Makes recommendations to the Board of Directors concerning the appointment of the external auditor, specifying their remuneration, assessing their performance, ensuring their independence and reviewing their scope of work and contracting requirements. • Monitors risk management work and activities. Summary: The Audit Committee reviewed control and internal auditing procedures as outlined in the procedures approved by the Internal Auditing Department. It also discussed initial and final annual business results with the external auditor and executive management. The committee is satisfied with the effectiveness of Bahri’s internal auditing systems. and there are no significant issues that could cause any weakness or otherwise threaten the internal auditing system. However, the committee is aware that no internal auditing system, irre- spective of how robust it is, can provide absolute affirmation of any possible issues within Bahri’s business and operations.
Board of Directors Meetings Attendance Sheet 2017
Meeting (17/1) 17/1/26
Meeting (17/2) 17/2/28
Meeting (17/3) 17/5/22
Meeting (17/4) 17/6/12
Meeting (17/5) 17/10/26
Meeting (17/6) 17/12/13
Meeting (17/7) 17/12/14
Name
Position
Chairman
√ √ √ √ √ √ √ √ ×
√ √ √ √ √ √ √ √ √
× √ √ × √ × √ √ √
√ √ √ √ √ × √ √ √
√ √ × √ √ × √ √ √
√ √ √ √ √ × √ √ √
√ √ √ √ √ × √ √ √
Abdulrahman M. Almofadhi Mohammed A. Al-Sarhan Ghassan A. Al-Shibl Saleh A. Al-Debasi Abdulmalik A. Al-Hoqail Ahmed A. Al-Subaey Ibrahim Q. Al-Buainain
Vice Chairman Board Member Board Member Board Member Board Member Board Member Board Member Board Member
Khalid M. Al Arifi
Audit Committee Meetings Attendance Sheet 2017
Khalifa A. Al-Mulhim
Meeting (17/2) 17/4/24
Meeting (17/3) 17/4/30
Meeting (17/4) 17/5/3
Meeting (17/5) 17/7/24
Meeting (17/6) 17/10/23
Meeting (17/7) 17/12/4
*Meeting (1/17) 17/1/15
Name
Position
The Board of Directors has three board committee including the Strategy and Investment, Audit Committee and Remuneration and Compensation committee, whose authorities and powers are specified by the Board. Strategy and Investment Committee The Strategy and Investment Committee is responsible for developing the main pillars of Bahri’s strategy and reviewing it periodically, considering issues referred by the Board, and ensuring optimal and effective utilization of the Company’s resources in order to enhance Bahri’s ability to maximize its return on investment.
Chairman
-
√ √ √ √
√ √ √ √
√ √ √ ×
√ √ ×
√ √ √ √
√ √ √ √
Abdulrahman A. Al-Hoqail
Board Member Board Member Board Member
√
Saleh A. Al-Debasi Khalid M. Al Arifi Saad S. Al-Ruwaita
-
√
√
* A meeting within the previous session Remuneration and Compensation Committee:
Strategy and Investment Committee Meetings Attendance Sheet 2017
Meeting (17/1) 17/1/26
This committee is responsible for nominating candidates to serve a term on the Board of Directors by conducting an annual review of the needs and the skills required for board membership. In addition, the committee is responsible for reviewing the board’s structure, making recommendations concerning necessary changes, identifying strengths and weaknesses of the current board and finding ways to address them. The committee is also responsible for developing clear policies concerning remuneration and compensation for the Board of Directors and senior executives based on their performance. The Company’s Ordinary General Assembly approved the selection rules of the Remuneration and Compensation Committee members and their membership terms and mandate. The board, however, set the remuneration of the committee members.
Name
Position
Chairman
√ √ √ √ ×
Abdulrahman M. Almofadhi Ahmed A. Al-Subaey Ghassan A. Al-Shibl Ibrahim Q. Al-Buainain Khalifa A. Al-Mulhim
Board Member Board Member Board Member Board Member
Remuneration and Compensation Committee Meetings Attendance Sheet 2017
Meeting (17/1) 17/4/27
Meeting (17/2) 17/5/15
Meeting (17/3) 17/5/22
Meeting (17/4) 17/6/7
Meeting (17/5) 17/7/25
Meeting (17/6) 17/9/26
Meeting (17/7) 17/12/14
Name
Position
Chairman
√ √ √ √
√ √ √ √
√ × √ √
√ √ √ √
√
√ √ √ √
√ √ √ √
Mohammed A. Al-Sarhan
Board Member Board Member Board Member
×
Saleh A. Al-Debasi
Ibrahim Q. Al-Buainain Khalifa A. Al-Mulhim
√
×
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