AnnualReport

ANNUAL REPORT

2016

1. The establishment of the Audit Committee:

The Audit Committee has been reformed on 25th April, 2016 based on Al Mazaya holding Board reso-

lution,. meeting No. (2-5/2016) where the membership of the audit committee members has been de-

termined for a period up to 3 years, extendable by the Board. The Chairman of the committee has been

elected in the first committee meeting and the committee charter has been approved.

2. Members of the Audit Committee:

The committee consists of three members: two non-executives and one independent member.

• Mr. / Abdul Hamid Mihrez - Chairman - Non-Executive member

• Mr. / Mohammad K. Al-Othman – Independent member

• Mr. / Abdulrahman Alshared - Non-Executive member

Secretary of the Committee:

Mr. / Ibrahim Abdulrahman Al Soqabi, is handling the position of the Audit Committee secretary in ad-

dition of his role as a BOD secretary. He was appointed during the board meeting No. 1/2016 held on

March 28, 2016, Mr. Al Soqabi is responsible for maintaining and coordinating the Committee meetings.

3. Purpose of establishing the Audit Committee

The primary purpose of the establishment of the Audit Committee of the Board of Directors is to support

and backup the Board of Directors in the performance of its supervisory responsibilities related to the

safety and integrity of the financial reporting, the internal control systems of the company, and the inde-

pendence of the internal audit. Moreover, the purpose is to also evaluate the performance of the external

auditor and the internal auditor's work.

4. Audit Committee characteristics

1- All members of the Committee have the qualifications required in addition to the practical experience

in the field of accounting and finance.

2- The Audit Committee may consult any independent advisory body on the company’s expense.

3- With regard to the Audit Committee recommendations raised to the board during the year 2016, there

was no conflict between the committee’s recommendations and the Board resolutions.

5. Meetings

The Audit Committee must meet on a regular basis, at least four times during the year on quarterly basis.

The Audit Committee held four meetings during 2016 including meetings with the external and internal

auditors. All members of the Committee shall be notified of the agenda at least three working days before

the meeting to have enough time to review and research the agenda and tasks of the meeting. The Com-

mittee has documented the minutes of its meetings as follows:

Meeting No.

Meeting Date

Attendance

Venue

(1/ 2016)

28 January 2016

100 % Corporate Headquarters

(2/ 2016)

25 April 2016

100 % Corporate Headquarters

(3/ 2016)

24 July 2016

100 %

Conference Call

(4/ 2016)

2 November 2016

100 % Corporate Headquarters