Bahri Annual Report-2013

Chapter 4 Disclosure and Transparency

Corporate Governance The Company complies with corporate governance standards and it conducts constant review of its policies and procedures, and establishes policies and procedures that will promote the concept of transparency and disclosure. The Company also implements all obligatory provisions stated in the corporate governance regulations issued by the Capital Market Authority and its Articles of Association, and all its policies with exception of the following:

Article No.

Article / Paragraph

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 world-wide

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

Article 27 - paragraph 4

The Company adopts the regulations issued by the Ministry of Commerce and Industry based on the Companies Law regarding the voting system in General Assemblies. Further, the Company’ Articles of Association does not provide for the application of the cumulative voting method. The Company will consider cumulative voting when voting for choosing board members in the future

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

Article 6 - paragraph (b)

Board of Directors The Board of Directors of the Company consists of nine members in its current term (2011 - 2013). The Board is vested with the responsibility to lead the Company in terms of guidance, control and strategy, while the Executive Management undertakes the role to lead the business within the policies, plans, controls and regulations approved by the Board and the General Assembly. The Board of Directors held six meetings during 2013.

Details of attendance of the Chairman and Board Members in Board meetings during 2013

Meeting Number

Name

Title

1

2

3

4

5

6

Total

Abdullah Sulaiman Al-Rubaian

Chairman

6

3

3

3

3

3

3

Mohammed Abdulaziz AlSarhan Vice Chairman

6

3

3

3

3

3

3

Esam Hamad Al-Mubarak

Board Member

6

3

3

3

3

3

3

Nasser Mohammed Al-Kahtani

Board Member

6

3

3

3

3

3

3

Saleh Abdullah AlDebasi

Board Member

6

3

3

3

3

3

3

Abdulkarim Ibrahim Al-Nafie

Board Member

6

3

3

3

3

3

3

Farraj Mansour Abothenain

Board Member

6

3

3

3

3

3

3

Abdullah Ali Al-Ajaji

Board Member

6

3

3

3

3

3

3

Ghassan Abdulrahman Al-Shibl

Board Member

5

3

5

3

3

3

3

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