Salam International Investment Q P S C : Corporate Governance 2023 including KPMG's Independent Limited Assurance Report

CORPORATE GOVERNANCE

Fourteenth Corporate Governance Report Salam International Investment Limited (SIIL) 2023

Table of Contents

Introduction	23
Section One
The procedures followed by the Company
during the year 2023, to meet the requirements
of the Code
Compliance with the Code Requirements	25
Board of Directors' Committees	25
Internal Control	25
Organization Structure	26
Training and Workshops	27
Section Two
Board of Directors
Board of Directors Composition	27
Members and Share Ownership as of 31/12/2023	27
Election and Composition of the Board of Directors	31
Chairman and Chief Executive Officer	31
Board of Directors Membership - Nomination Policy	31
Loss of Board Membership	32
Withdrawal of a member from the Board of Directors	33
Duties of Board Member	33
Chairman Duties	33
Board of Directors Functions and Responsibilities	34
Delegation of Authority	34
Secretary of the Board	35
Board of Directors Meetings	36
Board of Directors Committees	36
Assessment of the Board's Performance	41
Assessment of the Board's Performance in 2023	41
Board Remunerations	42
Board Remunerations for 2023	42
Senior Executive Management	42
Committees Remunerations	44

Section Three

General Governance Policies	44
Corporate Social Responsibility and Community	54
Rights Strategy
Section Four
Internal Control and External Audit	54
Internal Control Failures and Violations	56
Compliance Manager	57
Section Five
Shareholders Rights, Capital Structure and Minority
Rights
Shareholder Rights	57
Capital Structure	58
Minority Rights and Major Transactions	58
Section Six
Transparency and Disclosure
Litigation and Lawsuits	58
Integrity and Non-Conflict of Interests	59
Adherence to the Rules and Conditions Governing	59
the Disclosure and Listing in Qatar Exchange
Section Seven
General Human Resources Policies and Procedures	60
Section Eight
Company's Plan for 2024	60
Conclusion	60

ANNUAL REPORT 2023 | Corporate Governance

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-Twelfth, and Thirteenth).

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.

1. /2016, and in accordance with the provisions of Law no. 8 of 2021 amending some provisions of Commercial Companies Law no. 11 of 2015, and the draft amendments to the corporate governance code for the companies listed in the Main market.

SIIL is pleased to present its Fourteenth annual report (2023) "The Report", which contains the modular typical sections in addition to the Company's achievements during the year 2023 in the implementation of the Code.

Management's assessment on Compliance with the QFMA's law and regulations and other relevant legislation including the Corporate Governance Code as at 31 December 2023

In accordance with Article 2 of the Qatar Financial Market Authority's (QFMA) Corporate Governance Code for Companies

• Legal Entities on the Main Market (the "Code"), Salam International Investment Limited Q.P.S.C. (the "Company") carried out an assessment on its compliance with the QFMA's law and regulations and other relevant legislation applicable to the Company including the Code.

As a result of the assessment, management concluded that there is a process in place to ensure compliance with the Company's Articles of Associations, and provisions of the QFMA's law and regulations and other relevant legislations and that the Company is in compliance with the provisions of the Code as at 31 December 2023 with the exception of the following

#

1

Description of Non-Compliance	Reference
A. The Company has not developed the Board Charter.	Article (8)
However, subsequently, the company prepared the board charter and passed it to the board for
approval in Q1 2024.

1. The company did not communicate the Periodic compliance reports to the audit committee.
   However, subsequently, the periodic compliance reports have been developed and will be implemented in 2024.

23

#

2

3

4

5

6

Description of Non-Compliance	Reference

1. The company did not develop the Annual training programs for the Board members, Executive Management and Company's employees.
   However, subsequently, annual trainings have been developed, completed and will be passed to the Board for approval in 2024.
2. The Company did not obtain annual certifications from employees for their compliance with the Code of Conduct.
   The Code of Conduct was circulated to the employees and was included in the Company's manual, which they acknowledged. Also, it is posted on the board in the Company.
   The Company has obtained signed executive management's compliance declaration, but that does not require renewal.

However, the Company will annually obtain certification from the Board members only for their
compliance to the Code of Conduct starting from 2024.
The company did not communicate the delegation of authority with the Board.	Article (10)
However, Subsequently, The company developed and completed the delegation of authority and will
pass it to the Board in Q1 2024 for approval.
The Board has not adequately assessed the performance of the Board Members in accordance with	Article (12)
the policy approved by the Board.
However, Subsequently, the Company developed and completed the assessment form, which is going
to be implemented in 2024.
• The Company has not prepared the comprehensive annual performance assessment report of	Article (18)
Board members.
However, the nomination committee evaluated the performance of the Board and included the
respective assessment in the minutes of the meeting of the Nomination committee.

• The Company has not listed the following items in the minutes of the meeting of the Audit Committee during the period under review.
  o Follow up on external and internal auditors' observations.
  o Risk management reports and the status of mitigation plans. o Review of Finance policy and procedures.
  o Review of related party transactions.
  o Annual training programs for the Board Members and Company's employees on the topics of risk management, governance, and internal control.

The annual reports of Board committees have not been submitted to the Board including its work and	Article (19)
recommendations.
The Company has not obtained annual declarations of conflict of interest from employees only.	Article (26)
However, the annual declarations of conflict of interest from Board members and Executive
Management have been obtained. (Employees when signing the Employment contract undertake to
inform the company of any conflict of interest, no annual declarations are taken).

ANNUAL REPORT 2023 | Corporate Governance

#

7

Description of Non-Compliance	Reference
The stakeholders / minority management policy has not been developed by the Company to reflect the	Article (38)
rights of stakeholders and mechanism for obtaining the communication, feedback and appeals against
the decisions and actions of the Company's Management. However, Subsequently, it is being prepared
and will be passed to the Board for review and approval in 2024.

KPMG, the external auditor of the Company has issued an unmodified limited assurance report with emphasis of matter on the management assessment on compliance with the Company's Articles of Associations, and provisions of the QFMA's law and regulations and other relevant legislations and that the Company is in compliance with the provisions of the Code as of 31 December 2023.

Section One

Procedures followed by the Company during 2023, to Comply with the Requirements of the Code

1. During 2023, the Company continued to comply with the	3. Internal Control:
requirements of the Code and with its rules and provisions.	During 2023, the Company renewed the appointment of the
	Independent External Consultant, M/S BDO Jawad Habib
2. Board of Directors' Committees:	Qatar for Accounting, Auditing and Consulting to carry out
After the formation of the Board of Directors committees	the internal control functions stipulated in Article (20) of the
stipulated in the Code during the year 2013, in accordance	Governance Code.
with the provisions of Articles 18-19 of the Governance
Code, and after approving the charter and framework 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 charter and framework 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 2023.

25

4. Organization Structure:
The diagram below summarizes
the Company's corporate central
functions and the main sectors of
which all subsidiaries and operations
BOARD OF DIRECTORS
fall under.
			CHAIRMAN
	VICE CHAIRMAN
		CHIEF EXECUTIVE OFFICER

Head

Office

Technology

Power,

Investment&

Interior

& Fit

Retail

Joint

Venture

Energy &

Real Estate

Out

Distribution &

Industry

Hospitality

Business

Salam

Salam

Salam Tower

Salam

Salam Studio

Cycure

Development

Technology

Petroleum

Industries

& Stores

Technologies

Qatar

Finance

Intelligent

Stream

Salam

Salam

Salam Studio

Salam SICE

Technologies

Industrial &

Globex

Enterprises

& Stores UAE

Engineering

Qatar

Corporate

Qatari

Salam

Salam

Salam

Hugo Boss

Development

German

Bounian

Enterprises

Hospitality

Switchgear

KSA

Legal

Pretect

Salam

New Image

Canon Doha

(Prevent

Enterprises

&Protect)

Bahrain

Investor

Salam

Modern

Amjad Carton

Relations

Enterprises

Decoration

Dubai

Company

Dubai

Gulf Steel &

Atelier 21

Engineering

Dubai

ANNUAL REPORT 2023 | Corporate Governance

5. Training and Workshops:

Board of Directors:

The Senior Executive Management continued to periodically acquaint the Board members with the activities of the subsidiaries and their business units and their work plans and achieved results.

Currently, Messrs. (BDO) Jawad Habib Accounting Office, has been commissioned to develop an annual training program, through which the training program of the members of the Board of Directors, executive managers and company's employees will be consistently updated on topics related to governance, risk management, compliance and control, and it is expected receiving the aforementioned program in February or March of the year 2023.

Training of Company Staff:

Each of the subsidiary companies undertake training programs within its fields of activities to acquaint staff with its range of merchandise and services. Furthermore, companies involved in contracting perform staff trainings in health safety and environment (HSE).

The Consultant M/s BDO developed an annual training program, through which the methods of training board members, executive directors and company employees are continued and updated on topics related to governance, risk management, compliance and control. The program will be implemented in 2024.

Section Two

Board of Directors

6. Board of Directors Composition:

The Board of Directors was elected in early 2021, with a mandate beginning from 2021 until the adoption of the financial statements for the year 2023. The following is a brief introduction of the members of the Board of Directors and the percentage of ownership of each in the Company's Capital:

7. Members and Share Ownership as of 31/12/2023

Name	Brief Description	No. of Shares	%
Mr. Issa Abdul	The Chairman of the Board of Salam International Investment Limited in	156,572,555	13.70%
Salam Abu Issa	Qatar, and the Chairman of the Board of Salam Bounian Development
Chairman of Board	Company in Qatar. He is the Vice-Chairman of Serene Real Estate -
of Directors	Development Co. in Lebanon and Secretary General of Qatari Businessmen
	Association. Board member of Al-Shaqab Equestrian Academy.
	He is also a member of the World Economic Forum (Davos), a member of the
	Arab Business Council and board member of several other esteemed regional
	companies. Mr. Abu Issa holds a Bachelor Degree in Business Administration
	from San Diego University, USA, and has over 40 years of experience.

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Name	Brief Description	No. of Shares	%
Mr. Hussam Abdul	He is the Vice-Chairman of the Board of Salam International Investment	100,003,506	8.75%
Salam Abu Issa	Limited in Qatar, a Board member of Doha Insurance Company in Qatar, a
Vice-Chairman	member of the Advisory Board of the College of Administration and Economy
of the Board	at Qatar University, a member of the International Dean Council of Harris
	School of Public
	Policy at Chicago University, a member of the Advisory Committee for the
	Bosporus Summit ICP in Turkey. He also serves as a member of AmidEast
	Educational Establishment in Lebanon.
	He is a member of the International Advisory Council for Pac in San Francisco,
	a member of the Qatari-German Businessmen Council, a member of the
	Lebanese American University School of Family Business Studies, a member
	of the National University Hospital in Singapore and a member of the Board
	of Directors of AmidEast Washington. Advisor in René Mouawad Foundation
	- USA.
	Mr. Abu Issa holds a Bachelor's Degree in Marketing from the United States
	and has 38 years of professional experience.
His Excellency	He is a member of the Board of Directors of Salam International Investment	4,500,000	0.39%
Sheikh Nawaf bin	Limited in Qatar, representing Doha Insurance Company. Sheikh Nawaf is a
Nasser bin Khaled	prominent figure in the Qatar business community and an active contributor
Al Thani	to the country's real estate and economic growth.
Representative of
Doha Insurance	He is credited for a great deal of experience sharing and collaboration
Company	building. Sheikh Nawaf is an active participant in many esteemed companies
Member of the	most notably as Chairman of Nasser Bin Khaled (NBK) Holding, Chairman of
Board of Directors	Al Waab City, Chairman of Doha Insurance Board and Chairman of Nasser Bin
	Nawaf & Partners Holding Company.
	He is also a member of the Board of Directors of Arabtec and Samina Capital
	Fund. Sheikh Nawaf is a member of the Board of Directors of the Qatari
	Businessmen Association, the President of the French Businessmen Club
	and Vice-President of the Arab-German Friendship Society. H.E Sheikh Nawaf
	has been awarded the French Presidential Medal and bestowed a rank of
	a Knight, in appreciation of his unique efforts in promoting commercial
	relationships between Qatar and France.
His Excellency	He is a Member of the Board of Directors of Salam International Investment	2,557,680	0.22%
Mr. Nasser	Limited since 2006 up to date. He graduated in 1981 from Aquinas
Sulaiman Haidar	University, Michigan - USA, with a major in Political Science and International
Mohammed	Relationships. Former Head of Studies & Research Dept. - Ministry of Finance
Al-Haidar	and Petrol, from 1981-1986. The Chairman of Al Sulaiman Holding Company
Member of the	since 1986. Board Member in the Technical Inspection Company (Fahes)
Board of Directors	from 16/02/2004 till 2009. Member of Qatar's Advisory Council since 2004
	till 30/06/2021. Board member of the Qatari Businessmen Association since
	2007 up to date. Member of the Board of the Qatari Chamber of Commerce
	and Industry since 2017 up to date. Member of the Tax Grievance Committee
	(General Tax Authority) from 2020 till the end of 2022. Founding partner in
	Qatar Hotels Association since 2020. Member of the Board of Directors of
	Qatar General Insurance and Reinsurance Co. since 25/04/2021 up to date,
	Chairman of the Gold & Jewels committee/Qatar Chamber since 2023 up to
	date, and a Member of the Federation of GCC Chambers of Commerce and
	Industry (FGCC Chambers) since 2024.

ANNUAL REPORT 2023 | Corporate Governance

Name	Brief Description	No. of Shares	%
His Excellency	He is a Member of the Board of Directors at Salam International Investment	12,580
Sheikh Dr. Thani	Limited. He is the founder of Thani Bin Ali Al Thani Law Firm for Legal
Bin Ali Bin Saud	Consulting and Arbitration.
Al Thani
Member of the	Dr. Thani has received his Ph. D in Commercial Law from Cairo University.
Board of Directors	He is a member of the Arbitration Tribunal of International Chamber of
	Commerce in Paris as the representative of the State of Qatar. Dr. Thani is
	a member of the board of directors for international relations at the Qatar
	International Center for Conciliation and Arbitration, and also a member of
	the GCC Center for Arbitration in Commerce.
	Sheikh Dr. Thani Al Thani heads the Corporate Social Responsibility
	Committee and is an accredited arbitrator with many arbitration centers.
	He issued several publications in various aspects of law and participated
	in numerous specialized legal conferences and courses covering civil,
	commercial and criminal law, in addition to many dedicated legal gatherings
	and seminars.
Mr. Ali Haider	He is a Member of the Board of Directors of Salam International Investment	1,000,000	0.09%
Sulaiman	Limited in Qatar representing Suliman & Brothers Co.. He is Vice-Chairman
Al Haidar	at Salam Bounian in Qatar as well as Vice-Chairman at Suliman Brothers Co.
Representative of	and partner at Suliman Al Hajj Haider & Sons. He is a Board Member at
Suliman & Brothers	Al Haidar Foods Co. and a Board Member at the following: Al Haider Holding
Company	Co., Al Beejan for Contracting, Al Hadara International and Mesopotamia for
Member of the	General Contracting.
Board of Directors
	Mr. Ali has a B.Sc. in computer science from Qatar University.
Mr. Bassam Abdul	He is a Member of the Board of Directors of Salam International Investment	1,000,888	0.09%
Salam Abu Issa	Limited. Mr. Bassam Abu Issa is a shareholder and member of the Board
Member of the	of Directors of "Ithmar Invest", a regional financial investment company
Board of Directors	headquartered in Jordan, with branches in Palestine, Saudi Arabia and Qatar.
	He is also a board member and a shareholder in Dar Al-Tamweel Islamic
	Finance Company established by Ithmar, a board member and a shareholder
	In Audacia Capital Bank licensed by Dubai Financial Authority. He graduated
	with a Bachelor of Arts in Industrial Relations from the University of Kent
	in UK and has embarked on his career by joining Salam Studio & Stores as
	Director of Operations in Muscat, and then took over as General Manager
	then became Executive Director of Retail Operations of the Salam Group.
	He has more than 30 years of professional experience.
Mr. Badr Ali	He is a Member of the Board of Directors of Salam International Investment	1,000,000	0.09%
Hussein Al-Sada	Limited in Qatar. Vice-Chairman and Chief Executive Officer of Al Sada
Member of the	Establishment for Trading, Real Estate & Contracting, the Vice-Chairman
Board of Directors	of Sectors Trading & Contracting, a Board Member of Gulf Experts Electro-
	mechanical, the Vice Chairman of La Perla Travel and the Chairman of Enzo
	for Trading & Contracting and works in the Banking Sector. He completed
	his studies at the College of North Atlantic in the State of Qatar where he
	received his degree in Business Administration, majoring in Accounting.

29

Name	Brief Description	No. of Shares	%
His Excellency	Adviser to the CEO of Qatar Investment Authority, and he also served as Head	1,900,000	0.17%
Sheikh Ali Bin	of the Investment Department, member of the Board of Directors at Al Rayan
Jassim bin	Bank, and has completed a number of courses in the fields of feasibility
Mohamed	studies, business management, project finance and banking. He holds
Jassim Al Thani	a BS in Economics and Political Science - University of Portland, Oregon, USA.
Member of the	He has more than 25 years of professional experience.
Board of Directors
Mr. Ahmed	Director of Investment at Barzan Holdings, Founder and Chairman of	100
Rashed Ahmed	Maroon Capital, Non-Executive Member of the Blue Group. Previously
Al-Moosafri	worked as a Financial Analyst at QNB Capital. He holds a Master's degree
Member of the	in Strategic Business Administration, with nearly 10 years in the field of
Board of Directors	finance and investment, providing strategic advice to companies, including
	the management of deals and projects, financial evaluation, negotiations,
	investments structuring, and setting up corporate strategies.
Mr. Abdul Salam	He is a Member of the Board of Directors and Chief Executive Officer	15,250,000	1.33%
Issa Abu Issa	of Salam International Investment Limited in Qatar Member of the Board
Member of the	of Salam Bounian for Development in Qatar representing Salam International
Board of Directors	Investment Limited. Mr. Abdul Salam Abu Issa holds a Master's Degree in
	International Finance and Economics from the University of Newcastle Upon
	Tyne - UK. He has worked in the oil and gas, banking and road construction
	sectors before joining Salam International in 2012. And He is a member
	of Young Presidents Organization (YPO Qatar). Board member at the Qatari
	Businessmen Association
Dr. Adnan Ali	He is the Legal Counsel and the Secretary of the Board of Directors of	1,000
Steitieh	Salam International Investment Limited. Advisor and Secretary of the Board
Secretary of the	of Salam Bounian for Development. Dr. Steitieh is an independent board
Board of Directors	member at the following: Arab Jordan Investment Bank, Palestine Investment
	Bank, Power International Holding Co., Baldna for Food Industries, Assets
	Real Estates Co., and Nehmeh Group of companies.
	Dr. Steitieh represents Salam International in various Boards of Directors
	at several companies in Qatar, UAE, Saudi Arabia, Palestine and Lebanon,
	including: Qatar Aluminum Extrusion Co. (Qalex), Le Gray Hotel Beirut,
	Ijjada Co. in KSA. Dr. Steitieh was a lecturer professor at several universities,
	including Qatar University.
	He is also an accredited international arbitrator at the Qatar International
	Center for Conciliation and Arbitration, and a Member of the Commission for
	Corporate Social Responsibility Award. Dr. Steitieh holds a Ph.D. in Economics
	and Business Administration from Leipzig Graduate School of Management
	in Germany and a Bachelor's Degree in Law from the Arab University of
	Beirut, Lebanon, in addition to higher certificates in international relations,
	sustainable development, and public policy with more than 40 years of
	professional experience.

ANNUAL REPORT 2023 | Corporate Governance