MEMBERSHIP

Members of the Committee are appointed by the Board.

In accordance with the QFMA Corporate Governance Code, the Committee shall be comprised of at least three Non - Executive Board Members the majority of whom must be Independent.

The Board has appointed three Non - Executive Directors, two of whom are Independent Directors.

Only members of the Committee have the right to attend Committee meetings.  However, other individuals such as the Chairman of the Board, CEO, Head of HR, external advisers and other Directors may be invited to attend for all or part of any meeting as and when appropriate.

The Remuneration Committee may consult at the Company’s expense any independent expert or Consultant.

Appointments to the Committee are for a period of up to three years which may be extended by the Board.

QUORUM

The Quorum necessary for the transaction of business is two.

FREQUENCY OF MEETINGS

The Committee will meet whenever required throughout the year to review Remuneration Policy and the fixed and performance related remuneration of Board Members and Senior Executive Management. The Committee will keep minutes of its meetings.

NOTICE OF MEETINGS

The Committee Chairman or a delegated member of the Committee may give notice of a meeting together with an agenda at three working days notice.

ANNUAL GENERAL MEETING

The Chairman of the Committee will attend the Annual General Meeting prepared to answer any shareholder questions on Remuneration Policy.

DUTIES

In accordance with the QFMA Corporate Governance Code, the main role of the Remuneration Committee shall include setting the Remuneration Policy of the Company including remuneration of the Chairman and all  Board Members as well as Senior Executive Management.

The Remuneration Policy shall be presented to the shareholders in the Annual General Assembly for approval and will be made public.

Remuneration shall take into account the responsibilities and scope of the functions of the Board Members and members of Senior Executive Management as well as the performance of the company.

Compensation may include fixed and performance related components noting that such performance related components should be based on the long term performance of the company.

No Member of the Committee shall decide his or her own remuneration.

REPORTING

MEMBERSHIP

Members of the Committee are appointed by the Board.

The QFMA Corporate Governance Code requires that the Board of Directors shall at all times keep its Members updated about the latest developments in the area of Corporate Governance and best practices related thereto.  The Board may delegate the same to a Corporate Governance Committee or any other body as it deems appropriate.

Accordingly, the Board has decided to establish a Corporate Governance Committee comprised of two Board Members to keep the Board updated in its Corporate Governance responsibilities and best practice. 

Any Board Members and company executives and managers may be invited to attend the Committee meetings.  In particular the committee will liaise closely with the Company’s Reporting officers to the Qatar Exchange and QFMA (presently the CEO and CFO) and with the Company’s Legal Department.

The Corporate Governance Committee may at the company’s expense consult any lawyer, independent expert or consultant in its work.

Appointments to the Committee are for a period of three years which may be extended by the Board.

QUORUM

The quorum is two although any member may keep the Board briefed and updated as necessary.

FREQUENCY OF MEETINGS

The Committee should meet at least three times a year and more regularly in the first twelve months of the introduction of the QFMA Corporate Governance Code requirements.  The Committee’s briefings and advice to the Board will be minuted in the main Board minutes.

DUTIES

BACKGROUND

The QFMA Corporate Governance Code states “Each Director is responsible for having an appropriate understanding of their role and duties and for educating themselves in financial, business and industry practices as well as the Company’s operations and functioning”.  “The Board of Directors shall at all times keep its Members updated about latest developments in the area of corporate governance and best practices related thereto”.

Accordingly the main role of the Corporate Governance Committee is as follows :

• Through good Corporate Governance enable the Board to add value to the company and its reputation among its shareholders and stakeholders.
• Keep the Board of Directors updated at all times about the latest developments in the area of Corporate Governance and best practices related thereto.
• In conjunction with the Reporting Officers of the Company to the Qatar Exchange and the QFMA (presently the CEO and CFO) and the Company’s Legal Department ensure the Board complies with relevant laws, regulations and codes of practice.
• When necessary meet with the QE, QFMA and Company lawyers as appropriate for expert guidance on areas of compliance.
• Assist the Board in establishing “The Board Charter” required in the Corporate Governance Code, detailing the Board’s functions and responsibilities as well as Board Members duties based on Annex 2 of the QFMA Corporate Governance Code.
• The Corporate Governance Code is based on the principle of “Comply or Explain” the reasons of non-compliance.  Where a company does not comply with any provision of the Code it must explain the reasons in an Annual Corporate Governance Report to be signed by the Chairman, sent to the QFMA and reported to the General Assembly.  The Committee will be responsible in conjunction with the CEO and CFO for preparation of the Annual Corporate Governance Report.

Some elements of the code may require an amendment to the Company’s Articles of Association.  It should be noted that the Board has stated that any proposals to amend the Company’s Articles of Association should only be brought forward for consideration after the transition period and finalization of the Code and following formal consultation with the Company’s legal advisers.

REPORTING

Membership

Members of the Committee are appointed by the Board.

In accordance with the QFMA Corporate Governance Code the Committee shall be comprised of at least three members the majority of whom should be Independent.

At least one member must have financial and audit experience.

The Chairman should be an Independent Director.

The Board has appointed three Independent Directors and the CEO, a qualified accountant.

Only members of the Committee have the right to attend meetings.  However, other individuals such as the Chairman of the Board, CEO, CFO, other Directors, representatives from Internal Audit and the finance function may be invited to attend all or part of any meeting as and when appropriate.

The external auditors are invited to attend meetings as appropriate and to report on the annual audit.

The Audit committee may consult at the company’s expense any independent expert or consultant.

Appointments to the Committee are for a period of up to three years which may be extended by the Board.

QUORUM

The quorum necessary for the transaction of business is two, including at least one Independent Director.

Frequency of Meetings and internal audit review

The Committee should meet at least once every three months at appropriate times in the reporting and audit cycle and otherwise as required.  The Internal Auditor will report to the Board through the Audit Committee and the Audit Committee will receive Quarterly an Internal Audit Report including a review of the Internal Control System of the company.

The Committee will keep minutes of its meetings.

NOTICE OF MEETINGS

The Committee Chairman or a delegated member of the Committee may give notice of a meeting together with an agenda at three working days notice.

ANNUAL GENERAL MEETING

The Chairman of the Committee will attend the Annual General Meeting prepared to answer any shareholder questions on the Committee’s activities.

 DUTIES AND AUDIT COMMTTEE CHARTER

In accordance with the QFMA Corporate Governance Code the main role and responsibilities of the Audit Committee are contained in its Audit Committee Charter detailed below :

Audit Committee Charter

1. to adopt a policy for appointing the External Auditors; and to report to the Board of Directors any matters that, in the opinion of the  Committee, necessitate action and to provide recommendations on the necessary procedures or required action;

2. to oversee and  follow up  the independence and objectivity of the external auditor and to discuss with the external auditor  the nature, scope and efficiency of the audit in accordance with International Standards on Auditing and International Financial Reporting Standards;

3. to oversee, the accuracy and validity of the financial statements and the yearly, half-yearly and quarterly reports , and to review such statements and reports. In this regard particularly focus on:

• Any changes to the accounting policies and practices;
• Matters subject to the discretion of Senior Executive Management;
• The major amendments resulting from the audit;
• Continuation of the Company as a viable going concern;
• Compliance with the accounting standards designated by the Authority;
• Compliance with the applicable listing Rules in the Market; and
• Compliance with disclosure rules and any other requirements relating to the preparation of financial reports;

4. to coordinate with the Board of Directors, Senior Executive Management and the Company’s Chief Financial Officer or the person  undertaking the latter’s tasks, and to meet with the external auditors at least once a year;

5. to consider any significant and unusual matters contained or to be contained in such financial reports and accounts. And to give due consideration to any issues raised by the Company’s Chief Financial Officer or the person undertaking the latter’s  tasks, or the Company’s compliance officer or external auditors;

6. to review the financial and Internal Control and risk management systems;

7. to discuss the Internal Control systems with the management to ensure management’s  performance of its duties towards the  development of efficient Internal Control systems;

8. to consider the findings of principal investigations in Internal Control matters requested by the Board of Directors or carried out by the Committee on its own initiative with the Boards’ approval;

9. to ensure coordination between the Internal Auditors and the External Auditor, the availability of necessary resources, and the effectiveness of the Internal Controls;

10. to review the Company’s financial and accounting policies and procedures;

11. to review the letter of appointment of the External Auditor, his business plan and any significant clarifications he requests from Senior Management as regards the accounting records, the financial accounts or control systems as well as the Senior Executive management’s reply ;

12.  to ensure the timely reply by the Board of Directors to the queries and matters contained in the External Auditors’ letters or reports;

13. to develop rules, through which employees of the Company can confidentially  report any concerns about matters in the financial reports or Internal Controls or any other matters that raise suspicions. And to ensure that proper arrangements are available to allow independent and fair investigation of such matters whilst ensuring that the aforementioned employee is afforded confidentiality and protected from reprisal. Such rules should be submitted to the Board of Directors for adoption.

14. to oversee the Company’s adherence to professional conduct rules;

15. to ensure that the rules of procedure related to the powers assigned to the Board of Directors are properly applied;

16. to submit a report to the Board of Directors on the matters contained in this Article ;

17. to consider other issues as determined by the Board of Directors;

REPORTING

The Committee Chairman reports formally to the Board on its proceedings.

MEMBERSHIP

Members of the Committee are appointed by the Board.

In accordance with the QFMA, Corporate Governance Code the Committee shall be comprised of Independent Board Members and Chaired by an Independent Board Member.

The Board has decided to appoint three Independent Board Members to the Committee including an Independent Chairman.

Only members of the Committee have the right to attend meetings.  However, other individuals such as Chairman of the Board, CEO, Head of HR, external advisers and other Board Members may be invited to attend for all or part of any meeting as and when appropriate.

The Nomination Committee may consult at the Company’s expense an independent expert or consultant.

Appointments to the Committees are for a period of up to three years which may be extended by the Board.

QUORUM

The quorum necessary for the transaction of business is two, both of whom must be Independent Non Executive Directors.

FREQUENCY OF MEETINGS

The Committee will meet whenever required throughout the year and annually to conduct an annual self assessment of the Board’s performance.

NOTICE OF MEETINGS

The Committee Chairman or delegated member of the Committee may give notice of a meeting together with an agenda at three working days notice.

ANNUAL GENERAL MEETING

The Chairman of the Committee will attend the Annual General Meeting prepared to answer any shareholder questions on the Committees activities.

DUTIES

In accordance with the QFMA Corporate Governance Code the main role of the Nominations Committee is to ensure that nominations and appointments of Board Members shall be made according to formal, rigorous and transparent procedures including :

• The recommendation of Board Member appointments and re-nomination for election by the General Assembly (nomination by the Committee does not deprive any shareholder of his rights to nominate or be nominated).
• Nominations shall take into account inter alia the candidates’ sufficient availability to perform their duties as Board Members, in addition to their skills, knowledge and experience as well as professional, technical, academic qualifications and personality and should be based on the ‘Fit and Proper Guidelines for Nomination of Board Members’ annexed to the Code as amended by the Authorities from time to time;
• The Nomination Committee’s role shall also include conducting an annual self-assessment of the Board’s performance.
• The QFMA requires that a Company must also comply with any conditions or requirements relating to the nomination, election or appointment of Board members issued by any relevant authority in Qatar.
• In addition the Board requires that the Nomination Committee keeps under review the leadership needs of the Company, both executive and non-executive and senior management, with a view to ensuring the continued ability of the organization to compete effectively in the market place.
• Accordingly, it will review management development programmes and the succession planning process for the executive management group and other senior management prepared by the CEO.

REPORTING