Alijarah Q P S C : Corporate Governance Report

2021

CORPORATE

GOVERNANCE REPORT

Alijarah Holding (Q.P.S.C.)

Date of election/assignment of the current Board of	16 Feb 2021
Directors
End date of the current Board of Directors	2023
Number of Board of Directors	6
Number of Independent Directors	4
Number of Dependent Directors	2
Number of Executive Directors	-
Number of Non-Executive Directors	6
Number of the Board Meetings held during the year of	7
the CGR
Number of the Audit Committee Members Three	3
Number of the Audit Committee Independent Members	2
Number of the Audit Committee Dependent Members	1
Number of the Audit Committee Executive Members	-
Number of the Audit Committee Non-Executive	3
Members
Number of the Audit Committee Members outside the	-
Board
Number of Remuneration and Nomination Committee	3
Directors
Number of Remuneration and Nomination Committee	2
Independent Directors
Number of Remuneration and Nomination Committee	1
Dependent Directors
Number of Remuneration and Nomination Committee	-
Executive Directors
Number of Remuneration and Nomination Committee	3
Non-Executive Directors
Number of Board Membership Shares Guarantee	2,500,000
Total number of shares for the Board of Directors as of	Table 1.3
end the last financial
Total number of shares for the Company as of end of	494,802,000
the last financial year

Board Committees Membership:

The Board of ALH has established two Board Committees to which it has delegated certain power and authorities. The Board Committees are operating in ALH are as follows:

Table1.1: Board Committee Membership:

	Board Members /			Remuneration and
			Nomination			Audit Committee
	representative
			Committee
	Sheikh Falah Bin Jassim Bin	-		-
	Jaber Al-Thani - Chairman
	Mr. Salim Bin Butti Al-Nuaimi -	-		-
	Deputy Chairman
	Sheikh Abdullah Bin Ahmad Bin		Chairman	-
	Abdullah Al-Thani - Member
	Sheikh Rashid Bin Abdul Rahman
	Bin Mohammed Al Thani -	-			Chairman
	Member
	Sheikh Hamad Bin Falah Bin		Member		Member
	Jassim Al Thani - Member
	Mr. Mohammed Abdulla Al		Member		Member
	Mustafawi - Member

Table1.2: Directors attendance of Meetings:

Nomination

Board Membership

Board

And

Audit

Classificati

Independen

AGM

Meetin

Remunerati

Committ

ce

Representative

on

g

on

ee

Status

Committee

Sheikh Falah Bin Jassim Bin

1/1

7/7

-

-

Non-

Dependent

Jaber Al-Thani - Chairman

Executive

Mr. Salim Bin Butti Al-Nuaimi -

1/1

7/7

-

-

Non-

Independent

Deputy Chairman

Executive

Sheikh Abdullah Bin Ahmad Bin

1/1

7/7

1/1

-

Non-

Independent

Abdullah Al-Thani - Member

Executive

Sheikh Rashid Bin Abdul Rahman

Non-

Bin Mohammed Al Thani -

1/1

7/7

-

6/6

Independent

Executive

Member

Sheikh Hamad Bin Falah Bin

1/1

7/7

1/1

6/6

Non-

Dependent

Jassim Al Thani - Member

Executive

Mr. Mohammed Abdulla Al

1/1

7/7

1/1

6/6

Non-

Independent

Mustafawi - Member

Executive

Table 1.3 Directors' Shareholding

Name of board Membe

Position

Representative

Owned Share

of Membership

Sheikh Falah Bin Jassim Bin Jaber Al-

Personal

-

Chairman

Al Dawlieh for

Thani

3,298,680

Tawkelat Co.

Personal

2,255,520

Mr. Salim Bin Butti Al-Nuaimi

Deputy Chairman

Qatar National

Cement

2,500,000

Company

Personal

-

Sheikh Abdullah Bin Ahmad Bin

Member

AlKhaleej

Abdullah Al-Thani

Takaful

2,500,000

Insurance

Sheikh Rashid Bin Abdul Rahman Bin

Member

Personal

-

Mohammed Al Thani

Doha Bank

2,651,640

Personal

-

Sheikh Hamad Bin Falah Bin Jassim Al

Al Majal

Member

International

Thani

2,806,913

For Trading and

contracting

Mr. Mohammed Abdulla Al Mustafawi

Personal

2,030,000

Member

Al Hashmi

7,675,217

Holding

Senior Executive Management Team

	Management Member		Position	Owned Share
	Hamad Shareef Al Emadi		Chief Executive Officer	1.770
	Rami Soussou		Chief Financial Officer	260
	Ali Abdulrahman		Corporate Services Director	100
	Ibrahim Laffi		Acting Director - Alijarah Driving	300
		Academy
	Faisal Noor		Legal Counselor	300

			The principles and provisions of this Code shall apply to companies, legal entities listed on the main Market unless there is a special provision on this regard stipulated in any of the Authority's
	Article (2)		Legislations.
	Scope of		The Company shall, in its annual report, disclose its compliance with provisions of this Code. In case of non-compliance with any principle or provision for reasons accepted by the Authority
	Implementation		taking into account the public interest, the Market interest or the protection of investors-the Company shall specify the article or articles that have not been complied with as well as to mention
			in the Governance Report the justifications of non-compliance- as the case might be.
	Governance		The company has complied with provisions of this QFMA CG code. Compliance has been indicated article-wise to provide assurance of full compliance with all the requirements of the QFMA
		governance codes. The Corporate Governance Report is included in the company's annual report that is circulated to all shareholders. Except article 22 and due to the current Pandemic and
	Implementation
		closure of some activities the audit team was only able to issue and discuss 2 reports this year.
			The Board shall commit to implement Governance principles set out in this Code, which are: Justice, Equality among Stakeholders without discrimination among them on basis of race, gender,
			and religion; and transparency, disclosure and providing Information to the Authority and Stakeholders at the right time and in the manner that enables them to make decisions and undertake
	Article (3)		their duties properly.
		The principles also include upholding the values of corporate social responsibility and providing the public interest of the Company and Stakeholders over the personal interest as well as
	Compliance with
		performing duties, tasks and functions in good faith, integrity, honor and sincerity and taking the responsibility arising therefrom to the Stakeholders and society. The Board shall constantly and
	Governance
		regularly review and update Governance applications and apply the highest principles of Governance when listing or trading any securities in the Foreign Market and uphold fair-trading principle
	Principles
		among shareholders. The Board shall also update professional conduct rules setting forth the Company's values and shall constantly and regularly review its policies charters, and internal
			procedures of which shall be binding upon the Company's Board members, Senior Executive Management, advisors, and employees. These professional conduct rules may include the Board
			Charters and committees, the policy of its dealings with related parties, and the Insiders 'the trading rules.
			The company has adopted and implemented the COSO internal Control framework. COSO has established a common internal control model against which companies and organizations may
			assess their control systems. The company have implemented the principles of governance contained in the governance code, which are justice, equality among stakeholders, non-
	Governance		discrimination, transparency and disclosure of all essential information in a timely manner. The Board of Directors are regularly reviewing and updating Governance applications and applying
		the highest principles of Governance when listing or trading any securities in the Foreign Market. The company also provides corporate social responsibility and assure public interest of the
	Implementation
		Company and Stakeholders over the personal interests in its decision making. The Board through the Board Audit Committee also requires the Company's Chief Audit Executive to review and
			update the Board and Committee charters on annual basis to assure they are up-to-date with relevant regulatory laws. The company as a standard routine; reviewed and updated professional
			conduct rules setting forth the Company's values; This includes the reviews of Do's and Don'ts in the company as well as the various board related charters.
			The Governance Report is an integral part of the Company's annual report and shall be attached with it and signed by the Chairman. Without prejudice to the provision of Article (2) of this
			Code, the Governance Report must include Company's disclosure on its compliance with the provisions of this Code. It must also include all the information regarding the implementation of its
			principles and provisions, which include, but not limited to:
			1.	The procedures followed by the Company in implementing the provisions of this Code.
			2.	The disclosure of any violations committed during the Year including violations and sanctions imposed because of noncompliance with implementation of any of principles or provisions
				of this Code, their reasons, the remedial measures taken and measures to avoid the same in the future.
			3.	The disclosure of the information relating to Board members and its Committees, Senior Executive Management in the Company, their responsibilities, powers and activities during the
				Year, as well as their remunerations;
			4.	The disclosure of the procedures of risk management and Internal Control of the Company including the supervision of the financial affairs, investments, and any relevant information;
	Article (4)		5.	The committees' works, including number of meetings and their recommendations.
	Governance Repor		6.	Disclosure of the procedures followed by the Company in determining, evaluating and managing risks, a comparative analysis of the Company's risk factors and discussion of the
				systems in place to confront drastic or unexpected market changes;
			7.	Disclosure of the performance assessment of the Board, compliance of its members in achieving the Company's interest, doing the committee's works, and their attending of the Board
				and Committees. Disclosure of the performance assessment of the Senior Executive Management in implementing the Internal Controls system and risk management including
				identification of number of appeals, complaints, proposals, notifications and the way used by the Board to handle the regulatory issues;
			8.	Disclosure of the Internal Controls failures, wholly or partly, or weaknesses in its implementation, contingencies that have affected or may affect the Company's financial performance,
				and the procedures followed by the Company in addressing Internal Controls failures (especially such problems as disclosed in the Company's annual reports and financial statements);
			9.	Disclosure of the Company's compliance with applicable market listing and disclosure rules and requirements;
			10.	Disclosure of any conflict or dispute in which the Company is a party including arbitration and lawsuits.
			11.	Disclosure of operations and transactions entered into by the Company with any "Related Party"
			1.	The annual Governance Report for has been signed-off by the Company's Chairman and is included in the published Annual Report that is being distributed to all Shareholders.
			2.	The Company has not been subjected to any violations or sanctions during the current year for not complying with any of the principles or provisions of this law. The Company is keen
				to adhere to the principles and provisions of the Qatar Financial Markets Authority and all related legislations;
			3.	The company has disclosed all information related to the Board Members and Senior Executive Management responsibilities, Committees and their works, as well as their remunerations;
				The Board of Directors approves all major transactions in the company, especially the one related to discounts on early settlements
				Board remuneration for the year: Nil
				Senior Executive management remuneration for the year : QAR 1,300,000
	Governance		4.	The Corporate Governance report of included all procedures of risk management and Internal Control of the Company including the supervision of the financial affairs, investments
	Implementation		5.	The Corporate Governance Report includes summary of the Committees work and the number of meetings and their recommendations as indicated in Table 1.2 above and the
				recommendation as indicated in Article 18 below;
			6.	This Corporate Governance Report Contains a summary of the procedures followed by the Company in determining, evaluating and managing risks, a comparative analysis of the
				Company's risk factors and discussion of the systems in place to confront drastic or unexpected market changes;
			7.	A performance assessment of Board members during the year was carried out to determine that board members are optimally productive and in their best possible assigned area of
				expertise.

	performance assessment of		Results
	Chairman		Excellent - Outstanding
		performance
	Board Members		Excellent - Outstanding
		performance
	Board Committees		Excellent - Outstanding
		performance

8. Risk management process the objective of the company's risk management process is to assess, treat, monitor and communicate the material risks that could impact the achievement of company's strategic objectives.

Establish the Context The assessment is carried out in the context of the environment in which company operates, the company's strategic objectives and business plans.

Risk Identification New and emerging risks that are material to the company are identified through structured interviews and workshops with key stakeholders. A risk is characterized by an event or condition and its potential impact, with consideration given to what, where, when, why and how risks could impact the achievement of company's strategic business objectives.

Risk Evaluation Risk evaluation is performed by comparing the results of the risk analysis with company's risk appetite to determine whether or not the risk is acceptable or further treatment is required

Risk Treatment Where the risk evaluation determines that further treatment is required, a decision must be made whether to:

1. reduce the risk by instigating a risk action plan;
2. avoid the risk altogether by discontinuing the activity that gives rise to the risk.

Action Plan Action plans includes specific actions to be completed, accountability for their completion and timeframes for completion.

Risk Monitoring & Review Internal Audit are responsible for monitoring progress against these action plans and for appropriate escalation through to the management and the Audit committee where necessary. The Internal Audit also perform detailed reviews of company's top risks in accordance with the Internal Audit plan and report the outcomes to the Audit Committee. They carry out and monitor the implementation of action plans and their effectiveness in mitigating the identified risks and consider how risk management activities have affected the achievement of company's strategic objectives.

Management did not identify any material weaknesses and concluded that ICOFR is appropriately designed, implemented, and operated effectively as of December 31, 2021.

1. The Corporate Governance report included compliance with applicable market listing and disclosure rules and requirements;
2. The below table shows any conflict or dispute in which the Company is a party including arbitration and lawsuits

	2021			No. of cases		Amount
	Cases raised by Alijarah	9			1,971,333
	Cases against Alijarah	13			2,097,046

11. The company leased part of a building to a related party according to market prices and on a purely commercial basis, and the lease contract did not include any clause that contradicts the interest of the company.

The Board member must be qualified with sufficient knowledge of administrative matters and relevant experience to perform its duties effectively and must devote enough time to do its job with integrity and transparency to achieve the Company's interest, goals and objectives. The Board member must:

1. Not be under twenty-one years old with full capacity.
2. Not have been sentenced to criminal penalty, or a crime against honor or integrity, or any of the crimes stipulated in Article (40) of Law No. (8) Of 2012 concerning the Qatar Financial Markets Authority, and articles (334) and (335) of law No. (11) Of 2015 Promulgating Commercial Companies Law, or be prevented from practicing any work in the entities subject to

the Authority's jurisdiction under Article (35 paragraph 12) of law No. (8) Of 2012 referred to, or have been bankrupted, unless been rehabilitated

3. Be a shareholder owning, when elected, or within thirty days from its election date, a number of the Company's shares determined by Article of Association. Such shares shall be deposited to the Depository within sixty days from starting date of membership with prohibition from trading, mortgage or seize until the end of membership period, approved on the last budget of financial Year of doing business. Such shares shall also be allocated to ensure the rights of the Company, shareholders, creditors and third parties for the responsibility of the Board members. If the member does not provide the guarantee as mentioned, its membership becomes invalid. The Independent Member shall be exempted from this requirement.

1. The candidate for Board membership shall provide written acknowledgment stating not undertaking any legally prohibited job position to combine it with the Board membership.
2. In all cases, the Company shall commit to send a list of names and data of Board membership candidates attached with each candidate's curriculum vitae and original copies of candidacy requirements to the Authority at least two weeks before the date specified for Board election.

All Board Members have fulfilled the membership conditions and requirements according to all relevant regulatory authorities; they have also given a written assurance that they have not received any sentence to criminal penalty, or a crime against honor or integrity or any of the crimes stipulated in Article (40) of Law No. 8 of 2012 concerning the Qatar Financial Markets

Governance Authority, and articles (334) and (335) of law No. (11) Of 2015 Promulgating Commercial Companies Law. All our Board members are above 21 years old and are with full capacity to perform

Implementation their duties. All Board members own the minimum shares required in the company's Article of Association as specified by article 25 of article of association which is 2,500,000 shares. The existing Board Members have provided written acknowledgment stating of not undertaking any legally prohibited job position that should not be combined with the Board Membership. The current Board is constituted with experienced and qualified members with sufficient knowledge of administrative matters and relevant experience to perform its duties effectively.