51
50
Bahri Annual Report
Disclosure & Transparency
Bahri Annual Report
Disclosure & Transparency
implements all obligatory provisions stated in the corporate governance regulation issued by the Capital Markets Authority (CMA) and its Articles of Association, as well as all its policies with exception of the following:
Bahri complies with the relevant corporate governance standards, conducts regular review of its policies and procedures, and has established policies and procedures that promote transparency and disclosure. The company also
• The Board of Directors hereby acknowledges the following: - The accounting records have been prepared in a sound manner. - The internal control system has been established on a sound basis and implemented effectively. - The Company’s ability to continue its operations is not subject to doubt. • Theexternal auditor’s reservation over the financial statements: - The external auditor has no reservations over the Company’s financial statements. • The Board of Directors recommendation to replace the external auditor prior to the end of the agreed term: - The Board of Directors did not recommend replacing the external auditor prior to the end of the agreed term.
• Penalties,
sanctions,
or
precautionary attachment imposed on the Company by the regulatory, supervisory, or judicial authorities: - A penalty of SAR 10,000 was imposed on the Company by Capital Market Authority for violating paragraph (A) of article (46) of Capital Market Regulation and paragraph (A) of article (41) of Registration and Listing Rules as the Company was late in announcing to the Authority and audience at the scheduled time concerning the approval of the BOD on the issuance of long-term instruments for a maximum of ten years during its meeting held on 23/2/2015. While it did not announce the same except on 4/3/2015.
Corporate Governance
Article
Provision
Reasons for non-compliance
Due to the nature of the company’s business, the vessels of the company and its subsidiaries operate in the high seas and carry shipments between multiple ports worldwide. Yes, the Board of Directors approved the annual financial statements of the company for the fiscal year 2015 in its meeting on 23/02/2016. However, the preliminary and annual financial statements shall be approved by the Audit Committee of the company, which shall submit its recommendations to the Board of Directors. Bahri, during the exercise of its normal business, deals with related parties, such as Saudi Aramco Development Company, which in turn owns 20% of the company’s capital, and International Cargo and Transportation Ltd owned by SABIC, which owns 20% of the capital of National Chemical Transportation Company, 80% owned by Bahri. It deals also with South Korea’s S-Oil company, which Saudi Aramco owns part of its capital.
Geographic analysis of the source’s total revenue and of the total revenue of its subsidiaries abroad.
27/4
Article (42) (A) rules for registration & listing
Did the Board of Directors approve the preliminary and annual financial statements of the company?
The board’s report did not include dealing with related parties (Aramco, International Cargo and Transportation Ltd) as shown in the financial statements (Note 20)
(17)
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