Barwa Real Estate Q P S C : Corporate Governance 2023

CORPORATE

GOVERNANCE

R E P O R T

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DEFINITIONS

• Information

• Governance:

• Independent Member:
A member of the board of directors who enjoys full
independence. Independence may be compromised by,
but not limited to, the following:
a.	Ownership of at least (1%) of the company›s
	shares or any of its subsidiaries› shares.
b.	Representation of a legal person owning at
	least (5%) of the company›s shares or any of its
	subsidiaries› shares.
c.	Serving in the senior executive management of

• Major Transaction:

Any transaction or group of related transactions aimed at acquiring, selling, leasing, exchanging, or disposing (except for creating gurantees) of the company's assets or assets to be acquired by the company, or that would change the fundamental nature of the company's business, or that exceeds (10%) of the lower of the company's market value or net assets value according to the latest financial statements.

• Market:

The main market at Qatar Exchange.

Information, data, and documents related to the establishment, activities, reports, and other information that the company is required to disclose and make available to shareholders, enabling them to access and obtain it under the law, provisions of this regulation, and other regulations of the authority.

• Authority
  Qatar Financial Markets Authority.
• Council Charter:

The charter prepared by the Council to define its tasks, responsibilities, duties of its chairman, and its members.

• Council:
  The Board of Directors of the listed company, or the one responsible for managing the legal entity listed as the case may be.
• Council Secretary:
  The person appointed by the Board of Directors in accordance with the governance system requirements, responsible for organizing and coordinating matters related to the Council and the company.
• Chairman:
  Chairman of the Board of Directors of the company, responsible for managing the company in accordance with the law, its articles of association, and its regulations.

The system through which the company is managed and controlled, determining the principles and rules for distributing rights and responsibilities among the various stakeholders in the company, such as council members, managers, shareholders, and other stakeholders, clarifying the rules and procedures for making decisions related to the company's affairs.

• Governance report:
  An independent annual report that includes the company's disclosure of its commitment to implementing the principles and provisions of the governance system, adopted by the chairman and submitted to the authority attached to the company's annual report.
• Cumulative Voting:
  A voting method to elect board members. Each shareholder is granted voting power based on the number of shares they own, allowing them to vote for one candidate or split them among those they choose without any duplication of these votes.
• Auditor:
  A person authorized in accordance with the provisions of the law and registered on the list of external auditors with the authority to carry out audit and review of financial data and reports, express an opinion on them, in accordance with the principles of the profession and according to the International Standards on Auditing or the audit standards related to Islamic financial institutions, and obtain confirmation as to whether the financial statements are free from material misstatement, as well as qualification works.

	the company or any of its subsidiaries during the
	previous year prior to the council elections.
d.	Having a first-degree kinship with any of the
	members of the board of directors or senior
	executive management of the company, or any of
	its subsidiaries.
e.	Being a board member of any company within the
	group of the company nominated for membership
	on its board.
f.	Being an employee during the two years prior
	to the council elections of any of the parties
	related to the company or any of its subsidiaries,
	such as auditors and major suppliers, or owning
	controlling stakes in any of those parties during
	the two years prior to the council elections.
g.	Having direct or indirect dealings with the
	company or any of its subsidiaries during the two
	years prior to the council elections.
• Executive Management:

The Chief Executive Officer and other executives directly responsible to him, including heads of internal control units in the company.

• Internal Control:

Financial audit, performance evaluation, and risk management activities performed by one or more independent units in the company.

• Non-Executive Member:

A board member who is not dedicated to the management of the company and does not receive a salary from it.

• Related Party:

A person is considered related to the company if they are a member of the company's board of directors or any of its subsidiaries, or the senior executive management of the company or any of its subsidiaries, or if they own at least (5%) of the company's shares or shares in any of its subsidiaries, or if they are relatives of any of the former members up to the second degree, and any person deemed controlled by a board member of the company or any of its subsidiaries or by their senior executive management and their relatives up to the second degree, or who are involved in a project or company of any kind with the company or any of its subsidiaries.

• Stakeholders

Anyone with an interest in the company based on a legal right or position, such as shareholders, employees, creditors, customers, suppliers, and others.

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CHAIRMAN'S MESSAGE

Dear Esteemed Shareholders,

May Allah's Peace and blessings be upon you,

It is my pleasure, on behalf of myself and my fellow members of the Board of Directors, to present to you the Annual Governance Report for Barwa Real Estate Company (Qatari Public Shareholding Company) for the year 2023.

This report covers the governance practices adopted by the company, in accordance with the Corporate Governance System for Listed Companies and Entities in the Main Market, as issued by the Qatar Financial Markets Authority under Decision No. 5 of 2016, and other relevant international frameworks.

Aligned with the company›s vision and core values of leadership, commitment, credibility, teamwork, and integrity, Barwa Real Estate is committed to governance principles. We strive diligently to achieve the highest global standards and apply the best international governance practices.

Barwa Real Estate embraces the highest standards of disclosure and transparency within the framework of sound governance, tailored to the company›s operations and activities in line with the surrounding developments. The company is committed to providing accurate, comprehensive, and up-to-date information to shareholders within a transparent framework.

In our commitment to meeting the requirements of the competent authorities in the State of Qatar and our aspiration for continuous improvement in the company›s operations and performance, we are keen to issue an annual governance report to be presented to the company›s shareholders at the General Assembly meeting.

May Allah grant us success,

Abdullah Bin Hamad Al-Attiyah

Chairman of the Board of Directors

1. PREFACE
   Corporate governance is considered one of the most important pillars upon which Barwa Company relies to establish a culture of transparency and clarity in its commercial and administrative dealings. This is a commitment to safeguarding the rights of investors, stakeholders, and minority shareholders, aiming to align its operations and management with the best global practices and regulatory frameworks.
   Corporate governance laws are defined as the principles governing the relationships between the key parties within the company (Board of Directors, executive management, shareholders, etc.) with the aim of distributing rights and responsibilities among various participants and stakeholders.
   Corporate governance is an integral part of Barwa Real Estate Company's culture and business practices. The objectives of corporate governance for Barwa Real Estate Company include:
2. • Transparency: Ensuring clarity in the company's business and operational processes, avoiding ambiguity, secrecy, and deception, and making all matters verifiable and confirmable.
   • Accountability: The right of shareholders to hold executive management accountable for its performance, guaranteed by law and the company's bylaws. Executive management is accountable to the board, and the board is accountable to the shareholders.
   • Equality: Ensuring equality between small and large investors, domestic and foreign alike. Barwa's bylaws ensure this principle through equal voting rights, accountability, nomination, and access to information.
   • Responsibility: Barwa's responsibility to recognize the rights granted by law to stakeholders and to encourage communication and participation between the company and stakeholders.
3. BOARD OF DIRECTORS REPORT ON COMPLIANCE WITH QATAR FINANCIAL MARKETS AUTHORITY REGULATIONS, INCLUDING CORPORATE GOVERNANCE SYSTEM FOR COMPANIES LISTED ON THE MAIN MARKET
   The Board of Directors has assessed the company's compliance with the relevant regulations of Qatar Financial Markets Authority (the Authority), including the Corporate Governance System for companies and legal entities listed on the main market (the System) issued by the Authority. Based on this assessment, the company confirms its compliance with the provisions of the System in all substantive aspects.
4. FRAMEWORK AND GOVERNANCE POLICIES
   Barwa Real Estate Company is committed to implementing the highest standards of corporate governance in its daily operations, ensuring full compliance with the regulations governing corporate governance for companies listed on the market, regulated by Qatar Financial Markets Authority.
   The guiding framework for Barwa Real Estate Company's corporate governance system is provided by the Corporate Governance System for companies and legal entities listed on the main market, issued by the Board of Directors of Qatar Financial Markets Authority under Decision No. (5) for the year 2016, published in the Official Gazette on May 15, 2017, in addition to other applicable laws and regulations in the State of Qatar and Qatar Exchange.
   The company is continuously updating its internal systems and regulations to reflect updates from regulatory authorities on these laws whenever necessary.
   In line with this, the company is in the process of reviewing its governance policies and procedures to make any necessary amendments in accordance with the procedures stipulated in Article Three of the Governance System.

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1. NOMINATION POLICY
   The Board of Directors is one of the most important elements that establish the pillars of corporate governance and chart the company's path towards success and progress. Therefore, it was necessary to develop a comprehensive policy governing the provisions regulating board membership in light of the company's Articles of Association and the corporate governance rules issued by Qatar Financial Markets Authority. This policy facilitated access to all provisions and regulations that define the criteria and procedures for board membership, thus easing their implementation. It outlined how the board is formed, the tenure of its members, nomination criteria, and membership conditions under which a board member may fall, whether executive, non-executive, independent, or non-independent. Additionally, the policy clarified the procedures for conducting board elections, the circumstances under which membership ends, and the mechanism for filling vacant positions.
2. REMUNERATION POLICY
   The Board of Directors of Barwa Real Estate Company adheres to the remuneration policy stipulated in Article (40) of the company's Articles of Association, as specified in the Commercial Companies Law, which, in its amendment issued in 2015, determined that the remuneration of board members shall not exceed (5%) of the net profit after deducting reserves, legal deductions, and profit distributions. The board presents a proposal for board members' remuneration to the General Assembly for approval.
3. CONFLICT OF INTEREST POLICY
   Barwa Real Estate Company has adopted strict policies governing the dealings of related parties and conflicts of interest that may arise from engaging individuals involved in trade and civil society to work as managers, executives, and employees in the company. The company has established these policies to detect and prevent biases and maintain the independence of decision-makers to serve the interests of shareholders. The company and all its employees are committed to regularly disclosing any shared interests or transactions between them or with any other party directly related to the company.
4. DISCLOSURE POLICY
   Barwa Real Estate Company complies with disclosure requirements set by the Authority by establishing a policy aimed at formally disclosing qualitative and quantitative information that benefits stakeholders. It implements internal control systems to supervise the disclosure process. The company seeks to achieve financial transparency by disclosing financial reports, essential information, and information about board members and executive management, as well as disclosing information about major shareholders or controlling shareholders according to regulatory disclosure requirements. This policy helps the board, executive management, and relevant company departments understand their roles and responsibilities in the disclosure process.
5. EXTERNAL AUDITOR POLICY
   External auditing is an integral part of Barwa's business integrity. Given the importance of external audit activities, the company has developed a policy regulating all matters concerning the external auditor in full compliance with relevant governance requirements.
   According to the General Assembly decision held on March 20, 2023, Barwa Real Estate Company appointed EY as the external auditor for the company for the fiscal year ending on December 31, 2022, based on the recommendation of the Board of Directors and the technical and financial proposals obtained in accordance with the governance system requirements issued by Qatar Financial Markets Authority.
   Deloitte and Touche is completely independent of Barwa Real Estate Company's management and its Board of Directors. It is registered in the auditors' register stipulated in Law No. (30) of 2004 regulating the profession of auditing.

4. BOARD OF DIRECTORS

The Board of Directors is the authority vested with all necessary powers to conduct the company's business, except for those reserved for the General Assembly in accordance with the law or the company's Articles of Association. Barwa Real Estate Company's Board of Directors is the principal administrative entity. Among its roles and responsibilities are supporting the management structure, preserving the strategic direction, ensuring efficiency and effectiveness, enhancing the overall status, maintaining integrity and accountability within the organization, subjecting itself to accountability, responding to shareholder demands, regularly attending relevant important meetings, assisting in upholding Barwa's mission and vision, discussing or approving internal audit reports, appointing external auditors, and proposing ideas to enhance the company's operations, including its subsidiaries, and implementing effective governance.

4.1 BOARD COMPOSITION

Based on the company's Articles of Association, the company's management is entrusted to a Board of Directors consisting of seven members. The owner of the preferred share appoints three of them according to the current ownership ratio of the shares, and none of them can be removed except by a decision of the preferred shareholder. The General Assembly elects four members through secret balloting. The preferred shareholder does not participate in the voting process. The Board of Directors is elected by secret ballot, and a president and vice president are elected for a term of (3) years.

The following table shows the members of the Board of Directors for the year 2023:

Board Member	Position	Status
HE. Abdullah Hamad Al Attiyah	Chairman of the Board (Qatari Diar)	Non-Executive - Non-Independent
Faisal Al-Hammadi	Vice Chairman of the Board (Qatari Diar)	Non-Executive - Non-Independent
Ahmed Mohamed Tayeb	Board Member (Qatari Diar)	Non-Executive - Non-Independent
Nasser Sultan Al Hemaidi	Elected Board Member	Non-Executive - Independent
Abdulrahman Mohamed Al-
Khayarin	Elected Board Member	Non-Executive - Independent
Hamad Dashin Al-Qahtani	Elected Board Member	Non-Executive - Independent
Ahmed Khalid Al Ghanem	Elected Board Member	Non-Executive - Independent

4.2 ABOUT THE MEMBERS OF THE BOARD OF DIRECTORS

The company's Board of Directors comprises members with extensive experience, skills, and outstanding competencies in various sectors. For more details about the experiences of board members, please refer to Annex 1 of this report.

The following table indicates the number of shares owned by Board members:.

Board Member Name	Number of	Number of Shares	Number of Shares
	Reserved Shares	Owned in the	Owned in the
	for Board	Company as of	Company as of
	Membership	31/12/2022	31/12/2023
HE. Abdullah Hamad Al Attiyah (Qatari	0	16,010	16,010
Diar)
Faisal Al-Hammadi (Qatari Diar)	0	0	0
Ahmed Mohamed Tayeb (Qatari Diar)	0	7,140	7,140
Nasser Sultan Al Hemaidi	0	5,224,689	4,557,466
Abdulrahman Mohamed Al-Khayarin	0	1	0
Hamad Dashin Al-Qahtani	0	0	0
Ahmed Khalid Al Ghanem	0	0	0

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1. DUTIES OF THE CHAIRMAN OF THE BOARD OF DIRECTORS
   Among the responsibilities of the Chairman of the Board of Directors is leading the company to achieve its strategic objectives and adequate returns for the shareholders. The Chairman also leads the Board and supervises its role entirely, adopts the agendas of Board meetings, discusses recommendations, improvements, strategic initiatives, budgetary estimates, and available investment opportunities with Board members, and ensures that the Board performs its assigned tasks. Additionally, the Chairman regularly discusses company matters with Board members and ensures the existence of a mechanism for evaluating the performance of members. The Chairman may delegate some of his tasks to members, committees, the managing director, or the CEO as deemed appropriate. The Chairman also coordinates with the CEO regarding financial and human resources to achieve desired objectives and monitors the company's overall performance through the CEO.
2. DUTIES OF BOARD MEMBERS

Non-executive Board members provide independent proposals on strategic matters and develop related proposals. They also study management performance in achieving agreed-upon objectives, monitor the company's performance in achieving its agreed-upon objectives and goals, oversee the development of corporate governance procedures, ensure prioritization of the company's and shareholders' interests in case of any conflict of interest. Additionally, non-executive Board members review information security, financial controls, and ensure the strength and safety of these controls. They contribute their diverse skills and experiences to the Board and its various committees through active participation in Board meetings and general assemblies, and they balance and fairly understand shareholders' opinions.

4.5 RESPONSIBILITIES AND COMMITMENTS OF BOARD MEMBERS:

The Board of Directors must perform its functions, tasks, and assume responsibilities in accordance with the following:

1. The Board must perform its duties responsibly, in good faith, seriousness, and interest. Its decisions should be based on adequate information from the executive management or any other reliable source.
2. Each Board member represents all shareholders and must commit to serving the company›s interests rather than those of the parties they represent or those who voted for them.
3. The Board must define the powers delegated to the executive management, decision-making procedures, the duration of delegation, as well as the subjects reserved for the Board›s decision-making. The executive management must submit regular reports on the exercise of its delegated powers.
4. The Board must ensure the orientation of new Board members regarding the company›s operations, especially financial and legal aspects, and provide training if necessary.
5. The Board must ensure that the company provides sufficient information about its affairs to all Board members in general and non-executive Board members in particular to enable them to perform their duties efficiently.
6. 6. The Board cannot enter into loan contracts exceeding three years› duration, sell company properties or mortgages, or discharge the company›s debtors from their obligations unless authorized by the company›s Articles of Association and subject to the conditions therein. If the Articles of Association contain provisions in this regard, the Board cannot undertake the mentioned transactions except with the General Assembly›s permission unless those transactions are within the company›s purposes.
7. Regular attendance at Board and committee meetings and refraining from withdrawing from the Board except when necessary and at the appropriate time.
8. Prioritizing the company›s, partners›, shareholders›, and all stakeholders› interests and placing them above personal interests.
9. Providing opinions on the company›s strategic matters, its policies in implementing projects, the accountability systems for its employees, its resources, key appointments, and operational standards.

1. 1. Monitoring the company›s performance in achieving its purposes and objectives and reviewing its performance reports, including annual, semi-annual, and quarterly reports.
   2. Overseeing the development of procedural rules for governance and ensuring their optimal implementation according to this system.
   3. Utilizing their diverse skills and experiences effectively in managing the company, working to achieve the company›s, partners›, shareholders›, and all stakeholders› interests.
   4. Actively participating in the company›s general assemblies and fairly balancing shareholders› demands.
   5. Refraining from making any statements, disclosures, or providing information without prior written permission from the Chairman or the authorized delegate. The Board shall appoint the company›s official spokesperson.
   6. Disclosing financial and commercial relationships and lawsuits that may negatively affect the performance of their assigned duties and functions.
2. BOARD'S CODE OF CONDUCT
   The Board of Directors of Barwa Company commits to the highest standards of integrity, business conduct, "ethics, and professional behavior", as well as the details outlined in the Corporate Governance Manual and Policies of Barwa Company.
   The Board of Directors represents the interests of the shareholders in the company. Therefore, all members must adhere to the company's values, conduct all transactions with honesty and integrity, and act in the best interest of Barwa and its shareholders. Additionally, members are responsible for promoting a culture of ethical behavior.
3. BOARD'S CHARTER
   The company has developed a "Board Charter" to assist its Board of Directors in exercising its powers and performing its duties. The charter outlines the purpose of the board, its composition, roles, responsibilities, meeting procedures, quorum, and decisions. It has been published on the company's website to serve as a general reference for stakeholders.
4. SEPARATION OF ROLES

Barwa Company follows the principle of separating the position of the Chairman of the Board from any executive position within the company. Therefore, Mr. Abdullah Hamad Al-Attiyah serves as the Chairman of the Board, while Mr. Abdullah bin Jubara Al-Rumaihi serves as the CEO of Barwa Real Estate.

4.9 PROHIBITION OF MULTIPLE POSITIONS

It is not permissible for anyone, individually or in their capacity, to serve as the chairman or vice chairman of the board in more than two companies whose headquarters are primarily located in the state, nor to be a member of the board of directors in more than three companies whose headquarters are primarily located in the state, nor to be appointed as a managing director in more than one company whose headquarters are primarily located in the state, nor to hold membership in the boards of directors of two companies engaged in similar activities. Combining the chairmanship of the board with any executive position in the company is prohibited, and the chairman is not allowed to be a member of any of the board's committees. The chairman and board members are required to submit an annual declaration, preserved by the board secretary, acknowledging their commitment to avoid holding positions that are prohibited from being combined according to the law.

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Below is a statement of the memberships of board members in other joint-stock companies:

Board Member	Memberships in Other Joint-Stock Companies
HE. Abdullah Hamad Al Attiyah
(Representative of Qatari Diar)	United Development Company
Faisal Al-Hammadi (Representative of Qatari Diar)	Nakilat Company, Widam Company, Woqod Company
Ahmed Mohamed Tayeb (Representative of Qatari Diar)
Nasser Sultan Al Hemaidi	Qatar National Cement Company, Woqod Company
Abdulrahman Mohamed Al-Khayarin	Masraf Al Rayan
Hamad Dashin Al-Qahtani
Ahmed Khalid Al Ghanem

4.10 BOARD MEETINGS

Board meetings are held regularly in accordance with the requirements of the Commercial Companies Law No. (11) of 2015, the company's Articles of Association, and the Corporate Governance Regulations for companies listed on the main market issued by Qatar Financial Markets Authority. The board secretary records the minutes of the board and its committees, the names of attendees, and ensures the necessary quorum for the meeting. All board members attended the annual board meetings as required by governance laws.

The board secretary retains the minutes of the board meetings, distributes agendas for the meetings, and held seven board meetings for Barwa Real Estate Company during the year 2023, during which discussions were held on various company matters, strategies, and projects.

4.11 BOARD MEMBERS PERFORMANCE EVALUATION

The Remuneration and Nomination Committee conducts an annual performance evaluation according to the methodology adopted by the Board of Directors in the company's internal governance system, ensuring an appropriate system to monitor the board's performance and ensure that board members fulfill their roles and responsibilities completely.

All board members conducted self-assessments to determine their satisfaction with their performance as board members, and the results of the evaluation were satisfactory.

1. BOARD REMUNERATION
   The total value of board remuneration for the financial year ending on December 31, 2023, amounted to QAR 00,000. Board members received attendance allowances for committee meetings for the year ending December 31, 2022, totaling QAR 0,000.
2. BOARD SECRETARY
   A Board Secretary with relevant academic qualifications and practical experience has been appointed for the company. The terms of reference and job description govern the duties of the Board Secretary as stipulated in the Corporate Governance Regulations. The Board Secretary is responsible for preparing the agenda items for board meetings, drafting minutes of board meetings, coordinating between board members
   and other stakeholders, including shareholders, management, and employees. Additionally, they archive, organize, and maintain records of board meeting minutes, documents, and reports related to the board's work and its committees, as well as relevant correspondence. They also ensure effective communication and information flow between the board, executive management, and shareholders.

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5. COMMITTEES OF THE BOARD

The Board of Directors of the company operates under a flexible administrative model to facilitate its operations. This model is based on the establishment of three committees under the Board of Directors (the Executive Committee, the Nomination and Remuneration Committee, and the Audit Committee). Each committee plays a crucial role in assisting the board in effectively fulfilling its duties and responsibilities in managing the company.

The board committees adhere to their specific detailed terms of reference and regularly provide reports to the board regarding the actions taken and discussions held. The board adopts the application of corporate governance provisions regarding the formation of these committees and their specific terms of reference.

Below are the board committees, their tasks, and members for the year 2023:

5.1 AUDIT COMMITTEE

The Audit Committee of Barwa Real Estate Company consists of three members chaired by an independent member, all possessing financial expertise in auditing. The Audit Committee regularly monitors financial policies, accounting practices, financial controls, and internal controls. The internal audit department directly submits its reports to the Audit Committee to ensure the independence of these internal controls. The committee also recommends external auditors to the board for approval at the annual general meeting and oversees their management.

The Audit Committee held (8) meetings during the year 2023.

Members of the Audit Committee for the year 2023:

Mr. Nasser Sultan Al Hemaidi	Chairman	Non-Executive Independent
Mr. Ahmed Mohamed Tayeb	Member	Non-ExecutiveNon-Independent
Mr. Ahmed Khalid Al Ghanem	Member	Non-Executive Independent

The committee accomplished several important tasks in 2023, including:

1. Discussion of the auditor's reports on the financial statements for the year 2022 and recommendation to the board.
2. Review of the quarterly and final semi-annual financial results for the fiscal year 2023 and recommendation to the board.
3. Proposal to the board regarding the appointment of auditors for the fiscal year 2022 and their estimated fees.
4. Proposal to the board regarding the appointment of a Shari'a supervisory board for the fiscal year 2023 and their estimated fees.
5. Development of an internal audit plan for the year 2024.
6. Monitoring the implementation of the audit plan and making recommendations to the board.
7. Approval of the internal audit department's budget for the year 2024.
8. Activation of the company's risk management role.

Based on the annual evaluation, the board is satisfied with the committee's performance in executing its responsibilities, authorities, and recommendations during the year ended December 31, 2023.

5.2 NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of Barwa Real Estate Company consists of three members, responsible for developing transparent procedures for nominating and appointing board members, defining their responsibilities, ensuring the availability of appropriate skills, and ensuring their compliance with deadlines.

The committee is also tasked with overseeing the evaluation of the board of directors and supervising corporate governance matters for the board, including formulating and recommending governance principles and policies and determining the company's compensation policy, including the compensation received by the chairman, all board members, and senior executive management.

The Nomination and Remuneration Committee held (2) meetings during the year 2023.

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Members of the Nomination and Remuneration Committee for the year 2023:

Mr. Ahmed Khalid Al Ghanem	Chairman	Non-Executive Independent
Mr. Faisal Al-Hammadi	Member	Non-ExecutiveNon-Independent
Mr. Hamad Dashin Al-Qahtani	Member	Non-Executive Independent

The committee accomplished several important tasks in 2023, including:

1. Review and discussion of the company's employee compensation mechanism and the group's CEO.
2. Proposal to the board for the annual compensation of board members and the compensation of board committee members.
3. Discussion of the performance evaluation of board members and their committees.

Based on the annual evaluation, the board is satisfied with the committee's performance in executing its responsibilities, authorities, and recommendations during the year ended December 31, 2023.

5.2 EXECUTIVE COMMITTEE

The Executive Committee of Barwa Real Estate Company consists of three non-executive members appointed by the board to serve as an advisory body to the board, review the business strategy, annual budget, and Barwa's capital structure, and provide recommendations to the entire board.

The Executive Committee held (5) meetings during the year 2023.

Members of the Executive Committee for the year 2023:

Mr. Abdullah Hamad Al Attiyah	Chairman	Non-ExecutiveNon-Independent
Mr. Abdulrahman Mohamed Al-Khayarin	Member	Non-Executive Independent
Mr. Ahmed Mohamed Tayeb	Member	Non-ExecutiveNon-Independent
Mr. Faisal Al-Hammadi	Member	Non-ExecutiveNon-Independent

Key Achievements of the Committee for the year 2023:

1. Discussion of the estimated budget for the year 2024 and recommendation to the board.
2. Discussion of performance indicators for the year 2024 and recommendation to the board.
3. Study of various financing and refinancing proposals for the company and recommendation to the board.
4. Review of feasibility studies for several projects and submission of recommendations to the board.
5. Monitoring the implementation of the company's projects.
6. Study of the proposed modification to the company's organizational structure.
7. Review of the company's cash position

Based on the annual evaluation, the board is satisfied with the committee's performance in executing its responsibilities, authorities, and recommendations during the year ended December 31, 2023.

6. EXECUTIVE MANAGEMENT

The primary responsibilities of the Group Chief Executive Officer (CEO) are as follows:

1. Implement the management framework set by the board.
2. Assume full responsibility before the board for all operational aspects of Barwa and its performance.
3. Ensure the existence of an effective executive team.
4. Ensure the presence of a suitable operational planning system, risk management, and internal control.
5. Monitor operations and financial results closely according to plans and budgets.
6. Supervise Barwa's key initiatives.
7. Ensure compliance with regulatory requirements.

Responsibilities of the Executive Management:

The senior executive management team assumes the responsibilities assigned by the Group CEO. Their responsibilities should be clearly outlined in their job descriptions.

The senior executive management is empowered to perform all necessary actions and procedures, subject to the limitations specified in policies and authority delegation, in order to achieve its objectives

Mr. Abdulla Jobara Alromaihi:

Mr. Abdullah bin Jubara Al-Rumaihi currently holds the position of Chief Executive Officer of the Group and Chairman of the Board of Directors of Qatar Project Management Company. Previously, he served as the CEO of Waseef Asset Management Company and Deputy Chairman of the Board of Directors of Qatar Project Management Company. He has also held various managerial and supervisory positions in several subsidiary and affiliate companies of Barwa Group. Al-Rumaihi previously served as the Director of Audit for Barwa Real Estate Group, Chief Operations Officer and Project Director at Barwa Bank, and Chairman of the Board and Managing Director of Amlak Finance Company. He has held numerous managerial positions in sectors related to project management and general administration.

He holds a master's and bachelor's degree in Management and Information Systems from universities in the United Kingdom, in addition to an Executive Management Program from the University of Virginia in the United States.

Al-Rumaihi has over 30 years of practical experience in managerial, financial, and strategic leadership, as well as operations management in diverse sectors including real estate development, asset management, facilities, banking and financial services, and information technology.

He is a Fellow member of the Chartered Management Institute (CMI) and has participated in numerous executive courses and developmental tasks in various fields such as financial management, investment, governance, and strategies. Al-Rumaihi has a track record of successful leadership in institutions and the ability to develop and employ their resources to achieve their vision, goals, and best practices within dynamic, moving, and changing institutions.

Mr. Tamer El-Sayed:

Mr. Tamer El Sayed Mohammed has been serving as the Chief Financial Officer of the Group since May 2014. He joined Barwa Group in 2008 and currently serves as a board member for several subsidiary companies.

Mr. Tamer holds a Bachelor of Commerce degree with a specialization in Accounting from Cairo University. He also holds several international professional qualifications such as CPA and CMA, and is preparing for the CFA Level III exam.

Mr. Tamer's professional experience spans over 23 years in external auditing and financial affairs in various global institutions and companies.

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Mr. Yousef Al-Binali:

Mr. Youssef Ahmed Al-Binali has been serving as the Chief Corporate Operations Officer of the Company since April 2017. He has progressed through various positions during his career, which began in 1995 in several companies and institutions including Qatar Petroleum, the Ministry of Education and Higher Education, and Qatar Charity Foundation. He also serves as a member of executive management committees.

Mr. Al-Binali graduated from Qatar University in 1999 with a Diploma in Technology Management specializing in Office Administration.

Mrs. Dana Abdul-AzizAl-Ansari:

Mrs. Dana Abdulaziz Al-Ansari currently serves as the Director of Legal Affairs and Compliance for the Group, a position she has held since January 2018. Prior to this, she served as the Manager of Litigation and Corporate Affairs at Barwa Group and as a Senior Legal Counsel. She has held various other positions since joining the group in 2006.

Additionally, she holds board membership in several subsidiary and sister companies of Barwa Group, along with membership in some of the company's administrative committees.

She holds a Bachelor's degree in Law from Qatar University and an Executive Master's degree in Law from Northwestern University in the United States, as well as a Diploma in Business Administration from IE Business School.

Her experience spans legal areas such as investment, trade, contracting, contracts, companies, and labor, as well as regulatory areas such as compliance, government, and internal controls.

Mr. Mohammed Ibrahim Al-Emadi:

Mr. Mohamed Ibrahim Al-Emadi has been serving as the Head of Asset Management Department for Barwa Real Estate Group since July 2020. He has held various other positions throughout his professional career, starting as a maintenance engineer and later working as the Maintenance Department Manager at Qatar Steel from 1995 to 2008.

He also served as the Head of Real Estate Asset Management Department at Qatar Real Estate Investments Company from 2008 to 2018. Later, he held the position of Projects Sector Manager at Waseef Asset Management Company from 2018 until July 2020.

Mr. Al-Emadi holds a Bachelor's degree in Industrial and Systems Engineering from the University of Southern California (USC) in 1995.

Mr. Ahmad Ibraheem Al Darwish:

Engineer Ahmed Ibrahim Al-Darwish currently serves as the Head of Real Estate Development Sector at Barwa Real Estate Group. With nearly 19 years of experience, Engineer Ahmed Ibrahim Al-Darwish previously worked at RasGas, where he held various positions including Head of Human Resources and Head of Administrative Sector. He then moved to work at Q-Chem as Head of Administrative Sector.

He holds a Bachelor's degree in Civil Engineering from Qatar University, as well as a Master's degree in Business Administration from Hult International Business School in the United Kingdom, and a Master's degree in Project Management from George Washington University in the United States.

Shares owned by the Executive Management:

1. Mr. Youssef Ahmed Al-Benali - Head of Institutional Operations for the company, owns 5,410 shares.
2. Mr. Hassan Jumaa Al-Muhannadi - Head of Internal Audit Affairs for the company, owns 12,140 shares.
3. Mr. Ahmed Ibrahim Al-Darwish - Head of Real Estate Development Sector, owns 2,110 shares

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Bonuses and Compensation for Executive Management for the year 2023

The value of bonuses and compensation for executive management for the financial period ending on December 31, 2022 amounted to QAR 20,763,000

Achievements of Executive Management in 2022:

1. Land in Lusail Golf was sold for 6.4 billion Qatari Riyals, resulting in a sales profit of 471 million Qatari Riyals. The proceeds from the sale were used to repay the group's financing, significantly contributing to reducing financial expenses. A portion of the sales proceeds amounting to 3.6 billion Qatari Riyals was collected in 2023 and fully utilized to repay the group's financing. Additionally, 1.1 billion Qatari Riyals was collected in January 2024, with the remaining balance expected to be collected in the second quarter of 2024.
2. Refinancing of financial commitments totaling 4.9 billion Qatari Riyals was completed, with financing costs and repayment terms improved to enhance the group's cash flows.
3. 3.Settlement of outstanding debts with several key clients of the group resulted in the collection of overdue amounts exceeding 340 million Qatari Riyals.
4. Diversified investments in stocks were sold for 59 million Qatari Riyals, supporting the group's cash position.
5. A contract was signed for the sale of the Marrakech property owned by the group for an amount equivalent to 19 million US dollars, further strengthening the group's cash position. The sale was completed in a later period in 2024.
6. The projects "Madinatna" and "Argentine Neighborhood" were handed over by the Supreme Committee for Delivery and Legacy after the end of the lease period, with full collection of the due rent.
7. The residential project "Madinatna" was launched for rent, with 2,940 apartments leased, equivalent to 43.4% of the project as of December 31, 2023.
8. The "Argentine Neighborhood" project for worker housing was launched for rent, with 427 residential units leased, equivalent to 30.4% of the project as of December 31, 2023.
9. A contract was signed with Woqod Company to establish a vehicle inspection center (FAHES) in Madinat Al Mawater project.
10. A contract was signed to establish a driving school in Madinat Al Mawater.
11. Completion of the evaluation and study of the training needs of Barwa Real Estate employees and the provision of suitable training courses in collaboration with Qatar University.
12. Completion of the second phase of the modern Oracle (Fusion) cloud transformation, which has been a qualitative leap in improving the work mechanisms across all departments.

Based on the annual evaluation, the Board is satisfied with the performance of the Executive Management in implementing its responsibilities, authorities and the recommendations it presented during the year ended December 31, 2022.

7. INTERNAL CONTROL SYSTEM

The Board of Directors assumes full responsibility for the internal control system within the company. The purpose of this system is to establish reliable standards and systems containing internal control measures that ensure the accuracy and credibility of the company's accounts and records, as well as the integrity of transaction licenses and the protection of its assets. The system also aims to detect any risks that may threaten the company's position or compliance with regulations.

It is worth noting that the company evaluated the internal control system on financial reports at the end of the fiscal year 2023, and the results of the evaluation were disclosed in the company's annual report and external auditor's report.

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1. RISK DEPARTMENT
   Barwa Real Estate Company, through its Risk Management department, monitors organizational risk issues to ensure that related activities are conducted safely and in compliance with regulations. The Audit Committee oversees financial policies, accounting, financial controls, internal controls, and Barwa's risk management system on a regular basis. It is the responsibility of management to identify, evaluate, monitor, and manage risks regularly throughout the entire company. This system includes internal procedures applied within the company. The company also has strict controls and established systems governing its involvement in transactions and relationships with related parties.
   In this context, the company will apply a risk management policy at the corporate level. The key aspects of this policy involve the Board of Directors, supported by the Audit Committee and Internal Audit Management, quarterly reviewing all risks facing the company and its subsidiaries. The responsibility for identifying risks facing any of these companies lies with their executive management and employees, while Barwa's risk management reviews and consolidates the identified risks and their mitigation measures. Internal Audit Management independently reviews risk management reports quarterly and submits its observations on the integrity of these reports to the Audit Committee and Risk Management. The relevant management consolidates the risks and planned actions for risk mitigation, submitting them quarterly to the Audit Committee.
2. COMPLIANCE MANAGEMENT
   The primary responsibility of Compliance Management within the Group is to assist the Board of Directors and the Executive Management in efficiently complying with laws to protect the Group from any potential financial losses due to non-compliance with laws. Compliance risks include legal/regulatory risks in addition to material losses and reputational risks. Compliance Management also assists both the Board of Directors and the Executive Management of the Group in improving internal control procedures to mitigate compliance risks, anti-money laundering risks, and terrorism financing risks. Additionally, it acts as a liaison between the Group and regulatory authorities, keeping management informed of any updates in laws and regulations.
3. INTERNAL AUDIT AND ITS ACTIVITIES
   The Internal Audit Management at the company conducts its work in accordance with effective internal control system standards, aiming to add value to the company and improve its operations transparently, credibly, objectively, and independently. Internal Audit Management aims to achieve the company's goals and strengthen its competitiveness in the markets by following a systematic approach to evaluate and improve the effectiveness of risk management, control, and governance. Internal Audit Management submits its reports quarterly to the Internal Audit Committee in accordance with relevant governance requirements.
   Key Achievements of Internal Audit Management for 2023:
4. 1. Preparation and implementation of a risk-based internal audit plan, monitoring compliance with laws, regulations, and decisions related to the company's activities.
   2. Review and evaluation of operations, risk management, and internal control framework through the implementation of Barwa's internal audit plan and its major subsidiaries.
   3. Issuance of periodic reports to the Audit Committee and follow-up on previous recommendations.
   4. Conducting special reviews regarding matters raised by the Audit Committee/Board of Directors and presenting the results to them.
   5. Compliance with the internal audit standards based on the International Standards for the Professional Practice of Internal Auditing by reviewing financial instructions, proposing necessary amendments, and monitoring their implementation.

Eng. Hassan Juma Al-Muhannadi currently heads the Internal Audit Management:

Eng. Hassan Juma Al-Muhannadi currently holds the position of Head of Internal Audit Affairs for the group. With over 23 years of successful experience in financial, strategic matters, and operations leadership, he has held numerous positions in both the public and private sectors. He served as Deputy Undersecretary for Environmental Affairs at the Ministry of Municipality and Environment, as well as an advisor in the offices of the Minister

of Municipality and Environment and the Minister of Sports and Culture. Additionally, he held positions as Director of Operations and Control Center at the Public Works Authority (Ashghal). Previously, he served as Chief Executive Officer of Operations at Al-Waseef, a subsidiary of Barwa Real Estate Company, and as Chief Executive Officer at Amdad Holding Company.

Eng. Al-Muhannadi holds undergraduate degrees from Qatar University and a master's degree from the University of Bradford in the United Kingdom. Furthermore, he has obtained numerous professional certifications and qualifications in various fields of work.

1. EXTERNAL AUDIT
   Brwa Real Estate Company has appointed "EY" as its external auditor to provide semi-annual review services and year-end auditing. This appointment follows the approval of the General Assembly at its meeting on March 20, 2023, and the determination of its fees. The appointed auditor is registered in the Auditors Registry stipulated in Law No. (30) of 2004 regulating the profession of auditing. They have practiced the profession for at least ten consecutive years and operate independently from the company and its board of directors.
   In addition to the provisions outlined in articles 65-66 of the amended Company Bylaws governing the work and tasks of auditors, the Company's Internal Governance Manual includes the roles and responsibilities assigned to the external auditor, appointment and termination policy, as well as the role of the Audit Committee in overseeing the work of the external auditor.
2. INTERNAL TRADING AND RELATED PARTIES

The company adheres to rigorous controls and established systems governing its engagement in transactions and relationships with related parties. Furthermore, the company's policy prohibits the chairman, board members, and executive management from entering into any transactions involving the purchase or sale of company shares during the specified period from the Qatar Stock Exchange until the public announcement of financial statements. No related party has engaged in any transactions during the blackout periods throughout 2023.

In light of the disclosure requirements specified in the Corporate Governance Law approved by the Qatar Financial Markets Authority, the company has strengthened its policies regarding related parties, especially in the current annual disclosure by board members and senior management regarding their interests, contributions, share dealings, other board memberships, significant transactions with the company, employment, contributions of relatives, qualifications, expertise, and other interests.

Additionally, the company has formulated clear guidelines for internal trading in accordance with corporate governance guidelines to prevent board members and employees from trading in company shares susceptible to internal trading and to disclose relevant information when available.

Information regarding transactions with related parties can be obtained by referring to the supplementary notes to the audited consolidated financial statements for the fiscal year ended December 31, 2023.

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13. SHAREHOLDERS' RIGHTS AND INFORMATION DISCLOSURE

The company ensures that all shareholders have the right to access relevant information and disclosures by publishing them on the website and making annual reports available to all shareholders. Additionally, shareholders have access to information regarding board members, their qualifications, shareholdings in the company, other board memberships, as well as information related to company executives. Moreover, stakeholders can obtain all relevant information that does not harm the company's interests.

Shareholders owning less than 10% of the company's capital have the right to request the convening of the ordinary general assembly for serious reasons. Shareholders representing at least 25% of the capital have the right to convene an extraordinary general assembly. Profit distribution is done in accordance with the recommendation of the board of directors and the decision of the company's general assembly.

Shareholders have the right to object to any decision they perceive to serve the interest of a specific category of shareholders, harm them, or bring specific benefits to board members or others without considering the company's interests. Such objections must be recorded in the meeting minutes, and shareholders have the right to nullify objected decisions according to the law provisions in this regard.

The ordinary general assembly determines the remuneration of board members, provided that such remuneration does not exceed 5% of the net profit after deducting reserves and legal deductions and the distribution of dividends of not less than 5% of the paid-up capital of the company according to article 40 of the Company's Bylaws.

Profit distribution to shareholders is carried out in accordance with article 18 of the Company's Bylaws, which states that "each share entitles its holder to a share equal to the share of others without discrimination, whether in the ownership of the company's assets or in the profits distributed as specified below." According to article 51 of the Company's Bylaws, each shareholder has the right to attend the general assembly of shareholders in person or by proxy.

14. SHAREHOLDER'S REGISTER

Taking into account the provisions of the company's Articles of Association and Article (159) of Law No. (11) of 2015 concerning Commercial Companies, as well as Article (30) of the Corporate Governance Regulations for entities listed on the primary market issued by the Qatar Financial Markets Authority, and in accordance with the directives of the Qatar Stock Exchange, the company maintains accurate, precise, and updated records of its shareholders. The company obtains the shareholders' register on a monthly basis from Qatar Central Securities Depository. Any shareholder or relevant party has the right to access the shareholders' register and obtain all pertinent information.

The following statement presents the number of shares held by major shareholders in the company:

Shareholder Name	Country	Number of Shares	%
Qatari Diar Company	Qatari	1,751,060,870	45%

15. CASES, CONFLICTS AND VIOLATIONS

The Corporate Governance Manual approved by the company contains a clear policy related to reporting violations, as well as detailed procedures on how to implement this policy in the company. The company did not commit any violations during 2022. It should be noted that there are judicial disputes in the courts, with a total number of 13 cases in which the degrees of litigation range from primary to appeal.

16. SOCIAL RESPONSIBILITY

Corporate social responsibility encompasses ethical, social, and environmental considerations. Therefore, Barwa Company is committed to ethical and legal standards in its operations, contributing to economic development, improving the living conditions of its workforce and their families, as well as benefiting the local and broader community, and responding to the demands of stakeholders and the environment in which it operates.

Barwa Company believes that corporate social responsibility extends beyond mere philanthropy to include investing in the community. This investment encompasses the management of the institution and all its employees. Therefore, the company is dedicated to investing in both the local community in Qatar and the communities in which it operates. The total amount disbursed for all social responsibility activities amounted to QAR 27,608 during the year 2023.

Key Achievements in Corporate Social Responsibility for the year 2023:

1. Providing the highest levels of security and safety in all Barwa projects in accordance with the standards set by the Qatari government in collaboration with the Civil Defense Administration of the Ministry of Interior.
2. Offering affordable housing solutions of high quality through Barwa residential projects.
3. Organizing blood donation campaigns in collaboration with Hamad Medical Corporation.
4. Donating QAR 100,000 to Qatar Red Crescent.
5. Supporting Qatari expertise through cooperation with efficient and experienced national companies in the construction and real estate development sectors.
6. Documenting joint cooperation with Qatar University by providing field training for engineering students to exchange experiences and conduct scientific research.
7. Sponsoring the first real estate forum in Qatar.
8. Participating in Cityscape Qatar 2023 and promoting Barwa Real Estate Company's projects.
9. Collaborating with Ooredoo Telecommunications Company to provide special offers for Barwa Real Estate Company employees.
10. Sponsoring the International Conference on Innovation and Technological Progress for Sustainability in collaboration with Qatar University for Science and Technology.
11. Organizing sports events for workers in collaboration with Ras Laffan Social Communication Program at Al Khor Sports Facilities.
12. Initiating tree planting in its projects to preserve the environment.
13. Donating one million Qatari Riyals to the Palestine Duty campaign to assist our brothers in Gaza.

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