Barwa Real Estate Q P S C : Corporate Governance 2022

CORPORATE

GOVERNANCE

R E P O R T

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CORPORATE GOVERNANCE REPORT

DEFINITIONS

• Independent member

He is a member of the Board of Directors who enjoys

complete independence, except for the following

examples and not limited to:

A. To be the owner of at least (1%) of the company's

shares or any of its subsidiaries.

B. To be a representative of a legal person who owns

at least (5%) of the shares of the company or any

of its subsidiaries.

• Senior executive management

Chief executive officer and other executives directly reporting to him, including the heads of the internal control.

• Internal Control

Financial auditing, performance evaluation, and risk management performed by one or more independent function of the company.

• Major deal

• Information
  Information, data, and documents related to the establishment of the company and its activities, and its reports and other information that the company must disclose and make it available to shareholders and enable them to access and obtain them according to the law and the provisions of this system and other legislations of the Authority.
• The Authority
  Qatar Financial Markets Authority (QFMA)
• Board's Charter
  The Charter prepared by the Board to define its tasks, responsibilities and the duties of its Chairman and members.
• The Board
  The Board of Directors of the listed company or the one that manages the listed legal entity, as appropriate.
• Board's Secretary
  The person appointed by the Board of Directors, in accordance with the requirements of the corporate governance system, and who is responsible for organizing and coordinating matters related to the Board and the company.

• Chairman
  The chairman of the company's board of directors is responsible for managing the company in accordance with the law, its articles of association and foundation.
• Governance
  The system by which the company is managed and controlled and defines the basis and principles of the distribution of rights and responsibilities among the various stakeholders of the company, such as board members, managers, shareholders and other stakeholders, and clarifies the basis and procedures for taking decisions related to the affairs of the company.
• Governance report
  It is an independent annual report that includes the company's disclosure of its commitment to apply the principles and provisions of the governance system, to be approved by the Chairman and to be submitted to the Authority along with the company's annual report.
• Cumulative voting
  It is a voting method for selecting members of the Board of Directors. Each shareholder is granted a voting power for the number of shares he owns, so that he has the right to vote for one nominee or divide it among those he chooses from the nominees without any repetition of these votes.
• External Auditor
  The person authorized in accordance with the provisions of the law and registered in the Authority's external auditors list to review and audit the financial statements and data and express an opinion thereon, in accordance with the principles of the profession and international auditing standards or auditing standards related to the Islamic financial institution and obtain confirmation of whether the financial statements are free from material misstatements in addition to the liquidation.

C. To be in the senior executive management of the
	company or any of its subsidiaries during the year
	preceding the elections of the Board.
D. To have a relative of first degree with any member
	of the Board of Directors or the senior executive
	management of the company, or in any of its
	subsidiaries.
E. To be a member of the board of directors of any
	subsidiary of the company nominating for a
	membership in its board of directors.
F.	To be an employee during the two years preceding
	the elections of the Board with any of the parties
	associated with the company or any of its
	subsidiaries, such as certified accountants and
	major suppliers, or to own control shares with any
	of these parties during the two years preceding
	the elections of the Board.
G. Has direct or indirect transactions with the
	company or any of its subsidiaries during the two
	years preceding the elections of the Board.

Any connected deal or group of deals aimed at owning, selling, leasing, exchanging or disposing (except for the creation of guarantees) of the company's assets or assets that the company will acquire or that will change the basic nature of the company's business; or that its total value exceeds (10%) of the lowest value between the market value of the company or the net asset value of the company according to the latest published financial statements.

• Market
  It is the main market in Qatar Stock Exchange.
• Non-executivemember
  He is a member of the Board of Directors who is not available to manage the company and does not receive a pay for it.
• Related party

A person is considered a related to the company if he is a member of the board of directors of the company or any of its subsidiaries, or in the senior executive management of the company or any of its subsidiaries, or if he owns at least (5%) of the shares of the company or of its subsidiaries, or is a relative of any of the former Board members up to the second degree, and every legal person who is under control of a member of the company's board of directors or any of its subsidiaries or its senior executive management and their relatives up to the second degree, or who is involved in a project or company of any kind with the company or any company in its group.

• Stakeholders

Everyone who has an interest with the company based on a right or legal status such as shareholders, employees, creditors, customers, suppliers and others.

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CORPORATE GOVERNANCE

REPORT

CHAIRMAN'S MESSAGE

Our valued shareholders,

Peace and blessing of God be upon you all,

I am pleased on behalf of myself, my colleagues members of Board of Directors to present you the corporate governance report of Barwa Real Estate Company (Qatar Public Shareholding Company "QPSC") of year 2022, which highlights the company's approved governance practices based on the resolution of the Board of Directors of the Qatar Financial Markets Authority (QFMA) No. (5) of 2016 issuing the corporate governance system and legal entities listed in the main market.

Driven by the company's vision and values, which are based on leadership, commitment, honesty, teamwork, and integrity, Barwa Real Estate is committed to governing principles and works tirelessly and determinedly to reach the highest global standards and apply the best international standards in the field of governance.

Barwa Real Estate adopts the highest standards of transparency and disclosure within the framework of sound governance that aligns with the company's operations and activities, in accordance with its surrounding developments. Whereas the company is committed to providing accurate, comprehensive, and up-to-date information to shareholders within the framework of its transparency-based work

In order to ensure that we meet the requirements of the authorities in the State of Qatar, and our goal for continuous progress in the company and the results of its performance, we are committed to issue the corporate governance report on an annual basis to present it to the shareholders during the General Assembly meeting.

God grants success,

Salah bin Ghanim Al-Ali

Chairman of Board of Directors,

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1. PREFACE
   Corporate governance is considered one of the most important pillars on which Barwa relies on to establish a culture of openness, transparency and clarity in its commercial and administrative dealings, in order to protect the rights of investors, the rights of other stakeholders, and minority shareholders to rectify its business and manage it in line with international best practices and approved regulatory frameworks.
   Corporate governance laws are defined as the principles that regulate the relations between the main parties in the company (members of the board of directors, executive management, shareholders ...) to achieve one purpose of distributing rights and responsibilities among the various participants and other stakeholders.
   Corporate governance is an integral part of the culture of Barwa Real Estate Company (QPSC) ("Barwa") and its commercial practices. Corporate governance for Barwa Real Estate Company aims to establish and achieve the following objectives:
2. • Transparency: Clarity in the company's commercial and operational processes, avoiding ambiguity, confidentiality and misinformation, and making all matters achievable and assured.
   • Accountability: It is the shareholders' right to hold the organizational management accountable for its performance. This is a right guaranteed by the law and the company's articles of association. It also ensures the responsibility of the executive management before the Board and the responsibility of the Board before the shareholders.
   • Equality: It is the equality between small and big investors, both domestic and foreign. Barwa's articles of association guarantees this principle in terms of equal voting rights, accountability, nomination, and access to information.
   • Responsibility: It is the responsibility of Barwa to recognize the rights of stakeholders granted by law and encourage communication and participation between the company and stakeholders.
3. BOARD OF DIRECTORS REPORT ON COMPLIANCE WITH QATAR FINANCIAL MARKET AUTHORITY LEGISLATIONS, INCLUDING GOVERNANCE SYSTEM OF LISTED COMPANIES IN THE MAIN MARKET
   The Board of Directors evaluated the compliance of the company with the related legislations ("Legislations") of QFMA ("Authority"), including the governance system of listed companies and legal entities in the main market ("System") issued by the Authority. According to this evaluation, the company assured its compliance with the system rules in regards with the essential aspects.
4. GOVERNANCE FRAMEWORK AND POLICIES
   Barwa Real Estate Company is committed to applying the highest levels of corporate governance in its daily dealings, by achieving full compliance with the laws of corporate governance of companies listed in the market, which is regulated by QFMA.
   The guiding framework for Barwa Real Estate Company's governance system is provided by the corporate governance system and legal entities listed in the main market and issued by the Resolution of the Board of Directors of QFMA No. 5 of 2016, which was published in the Official Gazette on May 15, 2017, in addition to the applicable laws and other regulations in the State of Qatar and the Qatar Stock Exchange.
   The company is constantly working on updating its policies and procedures to reflect the updates of the laws by the regulatory authorities, whenever is needed. Implementation of this, the company is in the process of reviewing its governance policies and procedures to make any necessary changes in accordance with the procedures outlined in Article 3 of the governance system.

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CORPORATE GOVERNANCE

REPORT

1. NOMINATION POLICY
   The Board of Directors is one of the most important elements that lay the foundation of corporate governance and draw its course towards success and progress. Therefore, it was necessary to establish a policy for the provisions that govern the membership of the Board in light of the company's articles of association and corporate governance rules issued by QFMA. This policy has facilitated access to all the provisions and controls that determine the criteria and procedures for the membership of the Board of Directors and facilitated practicing them. It has shown how the Board is formed, its membership term, the nomination conditions, and the membership qualities under which a board member can be specified, executive and non- executive, dependent and independent. The policy also clarified the mechanism of Board elections, cases in which membership ends and the procedures of filling vacant positions.
2. REMUNERATION POLICY
   The Board of Directors of Barwa Real Estate Company adheres to the remuneration policy in Article (40) of the company's articles of association, and mentioned in the Commercial Companies Law, which in its amendment issued in 2015, specified the remuneration of Board members can't exceed (5%) of the net profit after deduction legal reserves and dividends. The Board shall present the proposal of remuneration of the Board members to the General Assembly for approval.
3. CONFLICT OF INTEREST POLICY
   Barwa Real Estate Company has adopted strict policies governing the transactions of insiders and conflict of interest that may arise from involving persons involved in trade and civil society to work as managers, executives and employees in Barwa Company. Barwa Company has set these policies to reveal these matters and avoid losing its objectivity, and to maintain the independence of decision-makers in a way that serves the interests of shareholders, as the company and all its employees are obliged to periodically disclose any common interests or operations between them or with any other party that has a direct relationship with the company.
4. DISCLOSURE POLICY
   Barwa Real Estate Company adheres to the disclosure requirements established by the authority by developing a policy that aims to formally disclose the qualitative and quantitative information that the stakeholders disclose, and sets internal control systems to oversee the disclosure process. The company seeks to achieve financial transparency through the disclosure of financial reports, material information and information related to members of the Board of Directors and the executive management and disclosure of information for major shareholders or controlling shareholders, in accordance with the regulatory reporting requirements. This policy helps the board, executive management, and related company management understand their roles and responsibilities in the disclosure process.
5. EXTERNAL AUDITOR POLICY
   The external audit is an integral part of the integrity of Barwa's business. In view of the importance of the external audit work, the company has developed a policy that regulates all external auditor affairs in full accordance with the relevant requirements and rules of governance.
   Barwa Real Estate Company, in accordance with the decision of the General Assembly held on March 13, 2022, appointed EY as the company's external auditor for the fiscal year ending on December 31, 2022 based on the recommendation of the Board of Directors and the technical and financial offers obtained in light of the requirements of the governance system issued by the Qatar Financial Markets Authority. EY is completely independent of the management of Barwa Real Estate Company and its Board of Directors and is registered in the auditors' register stipulated in Law No. (30) of 2004 regarding the regulation of the profession of auditing.

4. BOARD OF DIRECTORS

The Board of Directors is the authority that has all the powers necessary to carry out the company's business except for those that fall within the jurisdiction of the General Assembly in accordance with the law or the company's articles of association. The Board of Directors of Barwa is the main administrative entity. Among his roles and responsibilities, to support the administrative structure, maintain the strategic direction, ensure efficiency and effectiveness, enhance the general situation, maintain integrity and accountability, respond to the demands of shareholders, attend relevant regular important meetings and help in preserving the mission and vision of Barwa Company, discuss or agree on internal audit reports, appoint external auditors and present ideas that would enhance the performance of the company's operations, including its subsidiaries, and implement effective governance.

4.1 FORMATION OF THE BOARD OF DIRECTORS

According to the company's articles of association, the company is managed by a board of directors consisting of seven members, three of them are appointed by the shareholder that owns the preferred stock according to the current percentage of his ownership of the shares. It is not permissible to dismiss any of them except by a decision from the owner of the preferred share, and the remaining four members are elected by the ordinary general assembly by secret ballot. The owner of the preferred stock does not participate in the voting process. The Board of Directors shall, by secret ballot, elect a Chairman and Vice-Chairman for a term of (3) years.

Following table includes the members of the Board of Directors for 2022:

Board Member Name	Position	Status
His Excellency Mr. Salah bin	Chairman (Qatari Diar)	Non-executive,
Ghanem Al-Ali	non-independent
Mr. Abdullah Hamad Al Atiyyah	Vice Chairman; (Qatari Diar)	Non-executive,
non-independent
Mr. Ahmed Mohamed Tayeb	Elected Member (Qatari Diar)	Non-executive,
non-independent
Mr. Nasser Sultan Al-Hamidi	Elected Member	Non-executive, independent
Mr. Abdulrahman Mohammed Al-Khayarin	Elected Member	Non-executive, independent
	Elected Member
Mr. Nasser Ali Ghassab Al-Hajri	Representing Ras Rokun Estate	Non-executive, independent
	Investment company
Mr. Ahmad Khalid Al Ghanem	Elected Member	Non-executive, independent

4.2 ABOUT THE MEMBERS OF THE BOARD OF DIRECTORS

The company's board of directors includes members with distinguished experiences, skills and competencies in various sectors. Kindly refer to Annexure 1 for more details about the experience of the Board members.

Below is a schedule showing the numbers of shares held by the Board members.

Board Member Name	Number of seized	Number of shares	Number of shares
	shares to guarantee	owned to the	owned to the
	membership in the	company as of	company as of
	Board	31/12/2021	31/12/2022
His Excellency Mr. Salah bin Ghanim Al-Ali	0	0	0
(Representative for Qatari Diar)
Mr. Abdullah Hamad Al Atiyyah (Qatari	0	16,010	16,010
Diar)
Mr. Ahmed Mohamed Tayeb (Qatari Diar)	0	7,140	7,140
Mr. Nasser Sultan Al-Hamidi	0	4,519,163	5,224,689
Mr. Abdulrahman Mohammed Al-Khayarin	0	1	1
Mr. Nasser Ali Ghassab Al-Hajri (Ras Rokun	0	0	0
Estate Investment company)
Mr. Ahmad Khalid Al Ghanem	0	0	0

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1. DUTIES OF THE CHAIRMAN
   Among the responsibilities of the Chairman is to lead the company to achieve its strategic goals and the appropriate return for the shareholders. He also takes the lead of the Board and oversees its role in full and adopts the agendas of the Board's meetings, in addition to discussing with the Board's members the recommendations, improvements, strategic initiatives, estimated budgets and available investment opportunities and ensuring that the Board performs the tasks entrusted to it. In addition to periodically discussing the general affairs of the company with the members of the Board and ensuring the existence of a mechanism to evaluate the performance of the members, as well as to communicating with the shareholders. The Chairman may assign some of his duties to the members, committees, managing director or CEO, as he deems appropriate. He also coordinates with the CEO regarding financial and human resources to achieve the desired goals and periodically monitors the company's overall performance through the CEO.
2. DUTIES OF THE BOARD MEMBERS

Non-executive board members give independent proposals on strategic issues and develop related proposals, they also study management performance in achieving the agreed goals, monitor the company's performance in achieving its agreed goals and objectives, oversee the development of procedures of corporate governance, and ensure that priority is given to the interest of the company and the shareholders in the event of any conflict of interests. Non-executive board members also review the integrity of information, controls and financial systems, and ensure the strength and integrity of these controls, and providing their diverse skills and expertise to the Board or its various committees through their active participation in Board meetings and public assemblies, and understand shareholder's opinions in a balanced and fair manner.

4.5 BOARD MEMBERS' RESPONSIBILITIES AND OBLIGATIONS:

The Board of Directors must perform its functions and tasks and assume responsibilities according to the following:

1. The Board must perform its tasks with responsibility, good faith, seriousness and concern, and its decisions should be based on adequate information from the executive management, or from any other reliable source.
2. The Board member represents all shareholders, and has to abide by what is in the interest of the company, not the interest of the company he represents or whomever voted for him to appoint him in the Board.
3. The Board must specify the authorities given to the executive management, decision-making procedures and the duration of the delegation, as well as determine the matters in which it is authorized for them to decide upon, and the executive management shall submit periodic reports on its exercise of the delegated authorities.
4. The Board should ensure that procedures are in place to familiarize the new Board members with the company's work, especially the financial and legal aspects, as well as train them if necessary.
5. The Board must ensure that the company provides adequate information about its business to all members of the Board in general and to non-executive board members in particular in order to enable them to carry out their duties and tasks efficiently.
6. The Board is not permitted to obtain loan contracts of a maturity exceeding three years, or sell or mortgage the company's real estate, or to absolve the company's debtors of their obligations unless it is authorized to do so in the company's system and under the conditions set out in it, and if the company's system includes provisions in this regard, then the Board may not perform the mentioned actions without getting permission from the General Assembly, unless such actions are included in the company's business.
7. Regular attendance at Board meetings and committees, and not withdrawing from the Board except for necessity and at an appropriate time.
8. Boosting the interest of the company, partners, shareholders and other stakeholders, and giving it priority

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over the personal interest.

1. 1. Express an opinion on the strategic issues of the company, its policy in implementing its projects, the accountability systems of its employees, its resources, basic appointments, and their applicable standards.
   2. Monitor the company's performance in achieving its goals and objectives, and review reports on its performance, including annual, semi-annual and quarterly reports.
   3. Supervise the development of the governance procedures, and work on implementing them in an optimal manner in accordance with this system.
   4. Exploiting their various skills and experiences by diversifying their competencies and qualifications in managing the company in an effective and productive way, and working to achieve the interest of the company, partners, shareholders and other stakeholders.
   5. Effective participation in the general assembly of the company, and achieving the demands of its members in a balanced and fair manner.
   6. Not to make any declarations, statements or information without prior written permission of the Chairman or his delegate, and the Board shall designate the company's spokesperson.
   7. Disclosure of financial and commercial relations, and judicial cases that may negatively affect the performance of the tasks and functions assigned to them.
2. BOARD CODE OF CONDUCT
   Barwa's Board is committed to the highest levels of commercial integrity and conduct and to "code of ethics and professional conduct", and to the job description details stipulated in Barwa's Corporate Governance Manual and Policies. The Board is the representative of the interests of the shareholders in the company, as all members must apply the company's values, and practice all their dealings with honesty and integrity. The Board members also act in good faith and in the interest of Barwa and the shareholders, in addition to promoting a culture of moral behavior.
3. BOARD'S CHARTER
   The company has prepared a "Board's Charter" to help its Board to exercise its authorities and perform its duties. The charter details the purpose of the Board, its composition, the role and responsibilities of the Board, meeting procedures, quorum and decisions, and it has been published on the company's website to become a general reference for stakeholders.
4. SEPARATION OF TASKS

The company pursues the principle of separation between the position of Chairman of the Board and any executive position the company, where His Excellency Mr. Salah bin Ghanem Al Ali occupies the position of Chairman of the Board of Directors, while Mr. Abdullah Jobara Al Romaihi occupies the position of the CEO of Barwa Real Estate Company.

4.9 PROHIBITION OF COMBINING POSITIONS

It is prohibited for anyone, whether in person or in capacity, neither to be a Board Chairman or a Vice chairman for more than two companies having their headquarters located in the State, nor to be a Board member for more than three companies whose headquarters located in the State, nor to be a Managing Director in more than one Company having their headquartered located in the State, nor to combine two memberships of two companies exercising a homogenous activity.

Further, it is also prohibited to combine the position of the Board Chairman with any other executive position in the Company. The Chairman shall not to be a member of any of the Board committees.

The Chairman and the members of the Board must submit an annual acknowledgment that no one of them shall combine the prohibited positions according to the Law. The Secretary shall keep such acknowledgment in the file prepared for this purpose.

The memberships of the members of the Board of Directors in other listed companies are listed below:

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