Annual report eng.2019

55 ANNUAL REPORT 2019 Independent Non executive • Form the Employees Relations Committee (ERC) which reviews the grievances submitted by personnel and submits recommendation in this respect to the Group CEO in the right time and in strict confidence. • Board of Directors Committee 1) Audit Committee: The Audit Committee has been re-composed of three members according to the board of directors decree dated 13 May 2019 for a period of three years Committee members Committee duties Post - Review of the periodical financial statements before presenting them to the board of directors, express the opinion and recommendation in this respect to the board of directors for the purpose of ensuring the fairness and transparency of financial reports, ensure the soundness and integrity of the financial reports and the Company internal control systems.The Committee held its periodical (quarterly) meetings in which the financial reports issued by the Company financial sector and the external auditor’s office were discussed.The Committee submitted a recommendation for their approval to the board of directors.The financial reports guarantee and integrity mechanism forms were signed for each quarter - Follow up of the external auditors’ works and ensure that they only submit the services required by the auditing profession to the Company. - Study the external auditors’ remarks on the Company financial statements and follow up the developments in this respect. - Study the applicable accounting policies and express the opinion and recommendation to the board of directors in this respect. -Technical supervision over the Internal Audit Unit in the Company in order to verify the extent of its efficiency in executing the works and tasks outlined by the board of directors. - Review of the transactions and dealings with the related parties and submit suitable recommendations in this respect to the board of directors. - Evaluate the extent of adequacy of the internal control systems applied in the Company and prepare a report comprising the opinion and recommendation of the Committee in this respect. - Review and approve the audit plans proposed by the internal auditor and express remarks on them.The Committee reviewed during its periodical meetings the Company internal audit plan and reviewed the internal audit works progress for the Company sectors/departments, whereby it reviewed the internal audit reports for the following sectors/departments: • Risk • IT • Legal & Compliance - Further, the Committee reviewed the replies of the concerned sectors/departments, and verified that the necessary corrective measures have been taken in connection with the remarks set forth under the reports. - In connection with the reports of the regulators, there were no remarks issued. - Review of the annual report of the Legal Department and Compliance and Control Department. - Recommend to the board of directors to appoint and re-appoint external auditors or change them and fix their fees. It has been recommended to approve re-appointing of (RSMAlbazie & Co.). - Recommend the reappointment of Russell Bedford to the Board of Directors (represented by the partner Dr. EyadA. Al Rashaid to conduct the internal audit service accordance with the regulations and laws. -Recommend the reappointment of Russell Bedford to the Board of Directors (represented by the partner Dr. SaadAl Bloushi to conduct the ICR of the Company in accordance with the regulations and laws. - Recommend approving appointing GrantThorntonAudit Office to review and evaluate the performance of the Internal Audit Office and review the report in this regard for a period of three years till 30/ 06/ 2019. Committee Meetings 2/2019 8/2019 1/2019 3/2019 4/2019 5/2019 6/2019 7/2019 Member classifi -cation Committee chairman Non executive Non executive Committee member Committee member New Committee member Previously Mr. Abdulhameed Mohamed Mihrez Mr. Mohamed Khaled Al Othman Mr. Abdulrahman Mohamed Al Shared Mr. Eid Abdallah Al Rasheedi •Marketing & Sales • HR &Admin • Finance &Account