Salam International Investment Q P S C : Corporate Governance 2021

Twelfth Corporate Governance Report 2021 Salam International Investment Limited (SIIL)

Report Issued by Board of Directors of

Salam International Investment Limited (SIIL)

On 23/03/2022

Table of Contents

		Page
		No.
	Introduction
	Section One
	The procedures followed by the Company during the year 2021,
	to meet the requirements of the Code
1	Compliance with the Code Requirements
2	Board of Directors' Committees
3	Internal Control
4	Organization Structure
5	Training and Workshops
	Section Two
	Board of Directors
6	Board of Directors Composition
7	Members and Share Ownership as of 31/12/2021
8	Election and Composition of the Board of Directors
9	Chairman and Chief Executive Officer
10	Board of Directors Membership Terms
11	Loss of Board Membership
12	Withdrawal of a member from the Board of Directors
13	Duties of Board Member
14	Chairman Duties
15	Board of Directors Functions and Responsibilities
16	Delegation of Tasks
17	Secretary of the Board
18	Board of Directors Meetings
19	Board of Directors Committees
20	Assessment of the Board's Performance
21	Assessment of the Board's Performance in 2021
22	Board Remunerations
23	Board Remunerations for 2021
24	Senior Executive Management
25	Committees Remunerations
	Section Three
26	General Governance Policies
27	Corporate Social Responsibility and Community Rights Strategy
	Section Four
28	Internal Control and External Audit

2 | P a g e

Twelfth Corporate Governance Report 2021 - Salam International Investment Limited (SIIL)

29	Internal Control Failures and Violations
30	Compliance Manager
	Section Five
	Shareholders Rights, Capital Structure and Minority Rights
31	Shareholder Rights
32	Capital Structure
33	Minority Rights and Major Transactions
	Section Six
	Transparency and Disclosure
34	Litigation and Lawsuits
35	Integrity and Non-Conflict of Interests
36	Adherence to the Rules and Conditions Governing the Disclosure
	and Listing in Qatar Exchange
	Section Seven
37	General Human Resources Policies and Procedures
	Section Eight
38	Company's Plan for 2022
	Conclusion

3 | P a g e

Twelfth Corporate Governance Report 2021 - Salam International Investment Limited (SIIL)

Introduction

Pursuant to the Governance Code for the Companies listed in the Main Market (referred to hereafter as "Code"), which are subject to the control of Qatar Financial Markets Authority (QFMA), issued by the Board of Directors of Qatar Financial Markets Authority, (referred to hereafter as "Authority") released in 2009, and amended in 2016, notably Article 4 thereof. Salam International Investment Company Limited ("SIIL") (Q.P.S.C) (referred to hereafter as "the Company") prepared the First Annual Corporate Governance Report for (2010), which included the measures taken by the Company to abide by the provisions of the Code and compose the Board of Directors (referred to hereafter as "the Board") and abide by the rules and conditions governing the disclosure and listing in Qatar Stock Exchange. Salam International (SIIL) also prepared its Second Annual Report (2011), which includes the Board's assessment of the compliance of Salam International with the provisions of the Code. Salam International (SIIL) has prepared the Third Annual Report (2012), which includes an update of the modular sections from the two previous reports, in addition to the achievements of the Company during 2012 in the implementation of the Code.

SIIL prepared its fourth annual report (2013), which includes updating of the typical sections of the previous reports as well as the company's achievements in 2013 in the implementation of the Code. SIIL also prepared all regular annual modular reports for the following years (Fifth-Sixth-Seventh-Eight-Ninth-Tenth- Eleventh).

Pursuant to the Companies Governance Code and legal entities that are listed in the Main Market, issued by the Board of Directors of Qatar Financial Markets Authority Article No. (5) /2016, and in accordance with the provisions of Law No. 8 of 2021 amending some provisions of Commercial Companies Law No. 11 of 2015.

SIIL is pleased to present its Twelfth annual report (2021) "The Report", which contains the modular typical sections in addition to the Company's achievements during the year 2021 in the implementation of the Code.

4 | P a g e

Twelfth Corporate Governance Report 2021 - Salam International Investment Limited (SIIL)

Section One

Procedures followed by the Company during 2021, to Comply with the Requirements of the Code

1- During 2021, the Company continued to comply with the requirements of the Code and with its rules and provisions.

2-Board of Directors Committees:

After the formation of the Board of Directors committees stipulated in the Code during the year 2013, in accordance with the provisions of Articles 18-19 of the Governance Code, and after approving the framework and work approach of said committees by the BoD during the year 2013, which are: Audit Committee, Remuneration Committee and the Nomination Committee of the Board of Directors (Membership Committee).

In 2017, the Board of Directors restructured the committees, so that the participation of all members of the Board in each committee is expanded. The framework and working procedures of the committees have also been published on the Company's website. Section Two of this report will detail the above- mentioned committees and their achievements during 2021.

3-Internal Control:

During 2020, the Company renewed the appointment of the Independent External Consultant, in order to carry out the internal control functions stipulated in Article (20) of the Governance Code.

4-Organization Structure:

The diagram below summarizes the Company's corporate central functions and the main sectors of which all subsidiaries and operations fall under.

5 | P a g e

Twelfth Corporate Governance Report 2021 - Salam International Investment Limited (SIIL)