Qatar Navigation Q P S C : Corporate Governance Report for 2022

Corporate

Governance Report

for the year ended 31 December 2022

Ladies and Gentlemen, Respected Shareholders,

It honors me to present to this meeting the Corporate Governance Report of Qatar Navigation Q.P.S.C. ("Milaha" or "the Company") covering the fiscal year ending 31 December 2022. The Corporate Governance Report has been prepared in accordance with the requirements of Articles (1 - 4) of the Governance Code for Companies

• Legal Entities Listed on the Main Market issued by the Qatar Financial Markets Authority (QFMA) on 10th November 2016 and other relevant laws and regulations of the State of Qatar. A full copy of the Corporate Governance Report is available on Milaha's official website.

It honors us to say that the situations in Milaha are conforming significantly to the Governance Code. The Board of Directors continuously, in cooperation with the Executive Management, takes all measures necessary for enhancing the systems of optimal management and disclosure in order to ensure the confidence of Milaha Shareholders and Investors.

Thank you,

Jassim bin Hamad bin Jassim bin Jaber Al-Thani

Chairman

Brief History

• Qatar Navigation Q.P.S.C ("Milaha" or "the Company") was incorporated on 5th July 1957 as a Qatari Shareholding Company; its shares are publicly traded in Qatar Exchange. The Company's operational and commercial activities include marine transport, shipping agency for foreign shipping lines, provision of overseas services, selling of transport vehicles and industrial equipment, ship repair and fabrication and installation of offshore facilities, land and air transport activities, vessel chartering, and investing in real estate. In 2016, the Company's Extraordinary General Assembly approved the activity of "Truck trading, and owning, selling, hiring, and leasing of all types of trucks." The Company already has branches in some GCC countries engaged in some activities of Milaha.
• The Company acquired all the shares of Qatar Shipping Company in 2010. Before that, the company was holding 15% of Qatar Shipping Company. Then, Milaha acquired the remaining 85% of the share capital of Qatar Shipping Company.
• As a result of the acquisition, Milaha gained full ownership of Milaha Offshore Support Services (Previously, Halul Offshore Services Company).
• The authorized and fully paid-up current capital of the Company amounts to Qatari Riyals 1,136,164,750 distributed over 1,136,164,750 shares, based on the resolution of the Extraordinary General Assembly meeting held on 8112021 to reduce the Company's capital by the value of the treasury shares. Currently, the total number of employees approximates 4,862 including the crew and divers.

1. Introduction

The Company's Corporate Governance requires ratification of certain regulations and processes necessary for implementing the policies, procedures and measures that will establish relations between the Management and the Stakeholders, and lead to maximizing the returns to the Stakeholders and various parties through exercising effective guidance on and control over the Company's activities, while maintaining integrity and objectivity. In broader terms, governance describes why developing of an organizational structure can enable a company to better manage its resources within a legal framework. It also ensures that adopting the international standards will enable the Company to realize transparency, integrity, and trust in the Company's financial statements and thereby boost the confidence of debtors and lenders in the Company and encourage them to enter into transactions with the Company in line with their strategies. Qatar Navigation believes that applying a proper Corporate Governance framework and principles is essential to assist the Company in achieving its goals and realizing better performance. Moreover, this would improve its working environment internally and externally, safeguard the Shareholders' interests, assist the Company in assigning the roles and responsibilities perfectly, and will inevitably lead to substantiating the exact meaning of the principle of prioritizing public interest, Company's interest, and Stakeholders' interest before any other interest.

30 MILAHA ANNUAL REPORT 2022

2. Compliance with Governance Principles

• Milaha is committed to strengthening its Corporate Governance practices in line with local and global standards. The Board of Directors is developing proper governance rules, which involve the highest standards of independence, supervision, and transparency in order to maintain the confidence of current and future Investors. In order to substantiate this commitment, the Board sought the help of an External Audit firm to develop a mechanism for monitoring the adherence to Corporate Governance practices as dictated by the new QFMA Corporate Governance Code and use it for improving the control on a regular basis. The Governance Report sheds light on the main elements of the control system, which have been designed and implemented for the fiscal year from 1 January 2022 to 31 December 2022.
• Further, the Board is committed to periodically review its policies, charters, and internal processes, which should be followed by the Board Member, Executive Management, and employees.
• The Company, as part of its method for protecting the Company's Stakeholders and in compliance with the Corporate Governance Code issued by QFMA, has established a separate section for Risk Management with the aim of monitoring and analyzing the risks and developing the internal control environment for ensuring the realization of all objectives of the Company.
• The Company also continued to pursue a succession plan of Milaha employees, in the year 2021 according to the agreed goals.
• The Company also has a list of policies and procedures that are applied to ensure the effectiveness of the Corporate System of Milaha, including:
• 1. Enterprise Risk Management Policy.
  2. Dividends Distribution & Remuneration Policy.
  3. Insiders Trading Policy.
  4. Conflict of Interest & Contracting with Related Parties Policy.
  5. Board of Directors Nomination Procedures.
  6. Induction and Training Policy.

1. Compliance Policy.
2. Stakeholders Right Management Policy.
3. Board Evaluation Policy.
4. Disclosure Policy.
5. Corporate Communication Policy.
6. Shareholders Rights Policy.

3. Board of Directors

• The Company's Governance System includes the Board of Directors' charter approved by the Board Members, which is matching with the provisions of the new QFMA Corporate Governance Code, incorporating the duties and responsibilities of the Board. One of the most important duties of the Board of Directors is that the Board Members should always be loyal to the interests of the Company and its Shareholders. This duty requires the Board Members to side with the interests of the Company and Shareholders counter to their personal interests. The Board of Directors are required to rely on clear and transparent information and with due diligence, and to act effectively to the interest of the Company and Shareholders. The Board has updated the charter of the Board of Directors for including all the duties and responsivities provided for in the new Corporate Governance Code.
• The Board of Directors also directs Milaha's Investment Policy in general and is responsible for managing the Company and setting its strategical targets. The Board has been given all the powers and authorities necessary for managing and steering the whole business of the Company, under Qatar's Commercial Companies Law and the Company's Articles of Association.

3.1 Formation of the Board of Directors

• The Board of Directors consists of eleven members, all of them are non-executive members and more than a third of the Board are independent members; the term of membership for each Director is three years. A Board Member may be reelected more than once as per the Company's Articles of Association and the Commercial Companies Law. The current term of the Board started 16/3/2021 for the years 2021, 2022, and 2023.

The following table shows information about the Board Members:

No.	Board Member	Position in	Number
	and Entity he	Milaha Board	of Shares
	Represents		Represented
1.	H.E Sheikh Jassim	Chairman	1,444,030
	bin Hamad bin
	Jassim bin Jaber
	Al-Thani

Other Information

H.E Sheikh Jassim bin Hamad bin Jassim bin Jaber Al Thani has occupied the position of Milaha's Board Member since 2000. Besides, he is the Chairman of QIB, and Chairman of Damaan Islamic Insurance Company (Beema). He is also a Board Member in several financial and investment institutions and companies, such as Qinvest, and Qterminals. H.E. is a graduate of Sandhurst Military Academy. In addition to several professional courses in the Arts of Administration and Finance.

[Non-executive, Non- independent member]

31

No. Board Member	Position in	Number
and Entity he	Milaha Board	of Shares
Represents		Represented

2. H.E Sheikh Khalid Vice-Chairman 98,639,640 bin Khalifa bin

Jassim Fahad Al-Thani, representing Qatar Petroleum

3. H.E Sheikh	Board	2,900,950
Abdulrahman bin	Member
Saud Al-Thani

4. H.E Sheikh	Board	1,365,210
Suhaim bin	Member
Khaled bin
Hamad Al-Thani

5. H.E Sheikh	Board	423,000
Hamad bin	Member
Mohammed
Khalid Al-Thani

6.	H.E. Mr. Saad	Board	460,000
	Mohammad Saad	Member
	Al-Romaihi
7.	Mr. Adel Ali Bin	Board	18,630,340
	Ali, representing	Member
	M/s Ali bin Ali
	Establishment
8.	Mr. Hamad bin	Board	414,990
	Mohammed	Member
	Al-Mana

Other Information

H.E Sheikh Khalid bin Khalifa bin Jassim Fahad Al- Thani has occupied the position of Milaha Board's Member since 2012; besides, he is the Chief Executive Officer of Qatar Gas Company, Chairman of Qatari Diar Company, and Chairman of the Board of Gulf International Services Company.

[Non-executive, Non- independent member]

H.E Sheik Abdulrahman bin Saud Al Thani has occupied the position of Milaha Board's Member in 2018. Besides, he is a Minister of State in the Qatari Government. He is a Board Member in both Qatar National Bank and Qatar Insurance Company. Previously, H.E occupied the position of Chief of the Amiri Diwan. He holds an MA in International Relations.

[Non-executive, Independent member]

H.E Sheikh Suhaim bin Khaled bin Hamad Al-Thani has occupied the position of Board Member in Milaha since November 2020. He is a Board Member in Qatar Electricity & Water Company representing Milaha. He is also a Board Member in Qatar Central Markets Company. Besides, he previously occupied the position of Chairman of the Board in Dlala Holding. H.E. holds a Bachelor's in Business Administration.

[Non-executive, Independent member]

H.E Sheikh Hamad bin Mohammed Al-Thani has occupied the position of Board Member in Milaha since 16 March 2021. H.E. occupies the position of Senior Vice-Chairman of Investment & Finance at Qatar Insurance Company. He is also the CEO of Mazaya Qatar. Besides, he is also a Board Member in Nakilat representing Milaha. H.E. holds a Bachelor's in Business Management from Heriot University and SBUM Masters from HEC Paris.

[Non-executive, Independent member]

H.E. Mr. Saad Mohammad Saad Al-Romaihi has occupied the position of Milaha Board's Member since 2010; besides, he is a Board Member of Qatar Manufacturing Industries Co. He holds a Bachelor's in Trade and Economics.

[Non-executive, Independent member]

Mr. Adel Ali Bin Ali has occupied his position as Milaha Board's Member since 1994; besides, he is the President of Ali Bin Ali Establishment, and a Board Member in each of Doha Insurance and QEWC. He holds a Bachelor's in Electrical Engineering.

[Non-executive,Non-independent member]

Mr. Hamad bin Mohammad Al-Mana has occupied the position of Milaha Board's Member since 2009; besides, he is the Chairman & Managing Director of Mohamed Hamad Al-Mana Group. He holds a Bachelor degree in Business Administration.

[Non-executive, Non- independent member]

32 MILAHA ANNUAL REPORT 2022

3. Board of Directors (continued)

3.1 Formation of the Board of Directors (continued)

No. Board Member

and Entity he

Represents

9. Dr. Mazen Jassim Jaidah

Position in	Number
Milaha Board	of Shares
	Represented
Board	3,295,120
Member

Other Information

Dr. Mazen Jassim Jaidah has occupied the position of Milaha Board's Member since 2009; besides, he is the President of the Executive Council of Jaida Holding

• a partner. Also, he is a Board Member in Qatar Foundation. He holds a PhD. Degree in Commercial Economics & Middle East History.
  [Non-executive, independent member]

10.	Mr. Hitmi Ali	Board	3,000,000	Mr. Hitmi Ali Khalifa Al Hitmi has occupied the position
	Khalifa Al Hitmi,	Member		of Milaha Board's Member in 2018, representing
	representing Ali			Ali bin Khalifa Al Hitmi & Partners. Besides, he is a
	bin Khalifa Al-			Board Member of Ali bin Khalifa Al Hitmi & Partners
	Hitmi & Partners			Group. Previously, he was a Board Member in Doha
	Co.			Insurance, Nakilat, and Barwa Real Estate Company.
				He is the Chairman of the Board at Al Hitmi Property
				Development. Also, he is a Member of the Board
				of Directors of Al Meera Group. Mr. Hitmi holds a
				Bachelor's in Business Administration.
				[Non-executive, Non- independent member]
11.	Mr. Mohammed	Board	400,000	Mr. Mohammed Ebrahim Al-Sulaiti has occupied the
	Ebrahim Al-Sulaiti	Member		position of Board Member in Milaha since 16 March
				2021. He is the Vice-Chairman in Inma Holding
				representing	Qatar	International	Islamic	Bank.
				He also occupied the position of Member in Doha
				Securities Market Committee (Qatar Stock Exchange)
				in its second term. Also, he occupied the position of
				Board Membership in Al Meera Company, Barwa Real
				Estate, and	Barwa	Bank (Currently	Dukhan	Bank)

representing Barwa Real Estate. In addition to Qatar Shipping Company representing Qatar Navigation (Milaha). Previously, he occupied the position of EVP Finance & Investment in Milaha. Mr. Al-Sulaiti holds a Bachelor's in Business Administration from the US.

[Non-executive, independent member]

The following table shows information about the Executive Management Members:

No.	Name of the	Position of	Number
	Executive	Executive	of Shares
	Management	Management	Represented
	Member	Member in
		the Company
1.	Eng.	Interim	-
	Mohammed	President &
	Abdulla	CEO

Swidan

EVP - Milaha

Offshore &

Marine

Acting EVP -

Milaha Gas &

Petrochem

Other Information

Eng. Mohammed Abdulla Swidan was entrusted by Milaha's Board of Directors to carry out the duties of the President and CEO of Milaha group in 2022 and he is the Executive Vice President of Milaha Offshore & Marine since 2018. Prior to his position as EVP, Eng. Swidan held various leadership positions as Senior Commercial Manager at Halul Offshore Services Company in 2013 before being promoted to Vice President, Operations in 2014. Eng. Swidan holds a bachelor's degree in Maritime Engineering and a master's degree in" Ship and Port Operation Management" from Arab Academy for Science, Technology and Maritime Transport in addition to an MBA in "Global Shipping Management" from

33

No.

Name of the

Executive

Management

Member

Position of	Number
Executive	of Shares
Management	Represented
Member in
the Company

Other Information

				Greenwich-London University, in addition to several
				distinguished industry-related certificates. Throughout
				his career, Eng. Swidan developed extensive experience
				in multiple fields including offshore marine operations,
				energy markets, and commercial activities, which
				contributed to the profitability and growth of Milaha as a
				whole.
2.	Mr. Saleh Al-	EVP - Support	-	Mr. Saleh Abdulla Al-Haroon has been EVP, Support Services
	Haroon	Services		in Milaha Group (Qatar Navigation) since 2017. Prior to
				joining Milaha, he held Senior Management positions
				with Gulf Air & Qatar Airways. He also held the position
				of Director of Ari Transport & Airports Affairs Department
				at Civil Aviation Authority. Mr. Al-Haroon holds a Degree in
				Political Science & Economics from USA.
3.	Mr. Akram	EVP -	-	Mr. Akram Bashir Iswaisi Executive Vice President,
	Iswaisi	Finance &		Finance & Investments in Milaha Group (Qatar Navigation)
		Investments		is a seasoned	finance	professional with 24 years of
				experience in the USA and Middle East. He joined Milaha
		Acting EVP -		in 2011 and was appointed as Executive Vice President,
		Milaha Capital		Finance & Investments in 2015. Prior to that he was a
				Director with a large publicly listed Company in the USA.
				Mr. Iswaisi currently serves on the Board of QTerminals (a
				joint venture between Milaha & Mwani) and was previously
				the Vice Chairman of United Arab Chemical Carriers. Mr.
				Iswaisi holds a degree in Accounting from Kennesaw State
				University, USA.
4.	Mr. Anders	EVP - Milaha	-	Mr. Anders Lund Kristensen has been the EVP, Maritime
	Lund	Maritime &		& Logistics in Milaha Group (Qatar Navigation) since
	Kristensen	Logistics		2018. Prior to joining Milaha, Mr. Kristensen held various
				leadership positions in maritime & logistics industry such
				as CEO of Damco in North Europe, COO of Maersk Line
				in North Europe and COO of Maersk Line in Asia Pacific.
				Previously, he has also held positions as Director of
				Strategy in A.P. Moller-Maersk in Denmark and Product
				Manager of Maersk Logistics in China, and various Board
				membership in China and Europe. Mr. Kristensen holds
				a Degree in International Shipping Management and a
				Degree in International Management & Economics.
5.	Mr. Gautam	EVP -	-	Mr. Gautam Bellur has been EVP, Corporate Development
	Bellur	Corporate		& Strategy in Milaha Group (Qatar Navigation) since 2010.
		Development		During this time, he also held multiple additional roles
		& Strategy		in an interim capacity. Prior to joining Milaha, Mr. Bellur
				held the position of Associate Partner in global strategy
		Acting EVP -		consultancy, Oliver Wyman in both USA and UAE. Mr. Bellur
		Milaha Marine		holds a BA in Economics from the University of Chicago
		& Technical		(USA) and an MBA for the Tuck School of Business at
		Services		Dartmouth College (USA).
6.	Mr. Asem Al	Chief Internal	-	Mr. Asem Al Naser is a seasoned Internal Audit professional
	Naser	Auditor		with more than 24 years of experience in the field of
				Internal audit. He has been the Chief Internal Auditor
				in Milaha Group (Qatar Navigation) since 2014. Prior to
				joining Milaha, Mr. Alnaser was head of the Internal Audit
				for various International and regional companies. He holds
				an MBA from the University of Manchester, and multiple
				professional certifications as the Certified Internal Auditor
				(CIA), Certified	Public	Accountant (CPA), and Certified
				Fraud Examiner (CFE) for the US.

34 MILAHA ANNUAL REPORT 2022