Disclosure
– The Company’s ability to continue its operation is not subject to doubt. • The External Auditors’ reservations regarding the financial statements: – The external auditors do not have any reservations about the Company’s financial statements. • The Board of Directors’ recommendation to replace the External Auditors before the end of the agreed term: – The Board of Directors did not make any recommendation for replacing the External Auditors before the end of the agreed term. • Penalties, sanctions, or precautionary attachment imposed on the Company by regulatory, supervisory, or judicial authorities: – A financial penalty of SAR 10,000 was imposed on the company for violating Paragraph (i) under Article Five of the Corporate Governance Regulations as it has not provided the Capital Market Authority with a copy of the minutes of the ordinary General Assembly meeting held on 30/3/2013 within 10 days of the convening date. Results of the annual audit and internal control procedures of the Company: The Internal Audit and Control Department performs the audits on a constant basis, and implements an annual audit plan based on 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. These auditing processes have not revealed material deficiency in the internal control system of the Company. Moreover, within the scope of 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 meetings, 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.
– The Company and its subsidiaries do not have any such recovery, purchase, or cancellation of any recoverable debt instruments. • A description of any transaction between the Company and any related party: – On August 28, 2010, the Company signed an agreement with Arasco to establish Bahri Dry Bulk (a subsidiary of Bahri), which is 60% owned by Bahri and 40% owned by Arasco. The company explains that Mr. Abdullah Sulaiman Al-Rubaian Chairman of Bahri is also the Chairman of Arasco. This was disclosed and approved during Ordinary General Assembly no. 36 held on April 22, 2012. • Information on any business or contracts where the Company is a party and there is an interest for a Board Member or the CEO or the CFO or any person related to any of them: – Excluding the above mentioned, the Company acknowledges that there is no contract where the Company is a party and where there is an interest for a board member or the CEO or the CFO or any person related to any of them. • A description of any arrangements or agreement under which a Board Member or a Senior Executive has waived any rights to compensation: – None of the Board Members or Senior Executives has waived any rights to salary or compensation. • A description of any arrangements or agreement under which a shareholder of the Company has waived any rights to dividends: – There is no arrangement or agreement • A description of the value of any investments or reserves created for the Company’s employees: – There are no specific investments or reserves set aside for the Company’s employees, except those for the severance payment provisions as provided in the Labor Law in KSA and similar laws in countries where there are companies wholly owned by Bahri such as the USA and the UAE. • The Board of Directors confirm 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. where a Shareholder of the Company has waived any rights to dividends.
Bahri discloses all necessary information in a transparent manner, especially with regards to its activities and results in such a way that does not affect the activities. • Departure from the Accounting Standards released by the Saudi Organization for Certified Public Accountants (SOCPA): – There are no departures from the accounting standards released by the Saudi Organization for Certified Public Accountants (SOCPA). • A description of any interest in a class of voting shares held by persons (other than the Company’s Board Members, Senior Executives and their relatives) that have informed the Company of their holdings pursuant to Article 45 of the Listing Rules of the Capital Markets Authority, together with any change to such interest during the last financial year: – The Company has not received any notification regarding any interest in a class of voting shares. • A description of the categories and securities or offering memorandum on subscription rights offers or similar rights issued or granted by the Company during the fiscal year with explanations for any compensation acquired by the Company for that: – The Company does not have any numbers of any transferrable debt instruments and any contractual subscription rights under transferrable debt instruments or any contractual securities or any subscription rights or similar rights issued or granted by the Company: – The Company does not have any transfer or subscription rights under transferrable debt instruments or any contractual securities or any offering rights memos or similar rights issued or granted by the Company. • A description of any redemption, purchase, or cancellation by the Company of any redeemable debt instruments and the value of the remaining securities, with a distinction between the listed securities purchased by the Company and those purchased by the subsidiaries: categories of transferrable debt instruments, nor any contractual securities, offering memorandums on subscription rights, or any similar rights issued or granted by the Company during the fiscal year. • A description of any transfer or
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