Orient Insurance : Corporate Governance Report 2023 English

Public : Al-Futtaim Group

Orient Group Corporate Profile

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Public : Al-Futtaim Group

Orient Group Corporate Profile

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Governance Framework

Governance Legalization

• Orient Insurance Company (public joint stock) is committed to implement all corporate governance rules and procedures since the start of activation of these rules, also committed to continuously following up on all necessary steps to develop and update governance procedures and internal policies.
• Orient Insurance Company is subject to a governance framework that sets the basis of Governance: Responsibilities and accountability of the Board of Directors, Board`s committees, members of the executive management and other committees Compliance department, establishing principles such as ethics and fairness treatment, transparency and the vision to establish long-term value , in order to achieve the greatest benefit from complying with the rules ,effective governance enables risk management and efficiency improvement and competitive experience
• To achieve these goals, Orient Insurance seeks to permanently adhere to and abide by relevant legislation of Governance as well as local and international best practices

Federal Decree-LawNo. 32 of 2021 on Commercial Companies

Decision No. (03/R.M) of 2020

Issued by the Board of Directors of the Securities and Commodities Authority Regarding the Approval of the Governance Manual for Public Shareholding Companies

Federal Decree-Law No. (48)

of 2023 Regulating

Insurance Business

Federal -LawNo. 25 of 2020 Amending Some Provisions of Federal Decree , for the amendment of Law No. (14) of 2018 on the Central Bank and the Regulation of Financial Establishments and Regulations

Public : Al-Futtaim Group

1- In the context of commitment to the corporate governance system for insurance companies, the company developed a comprehensive plan for corporate governance that includes the implementation schedule and was approved by the company's board of director and reviewed and approved by the Central Bank. The plan includes

A- Develop a comprehensive framework for corporate governance for the purpose of improving governance procedures, provided that the application is completed within the time limit specified in the governance system, and in accordance with the implementation schedule.

B- Restructuring the Board of Directors in accordance with the number, conditions, and mechanism specified in the governance system . The Company Article of Association will be amended, and the Board will be reconstituted at the company's next annual general assembly meeting during April 2024.

c- Restructuring the board committees in accordance with the conditions and membership type stipulated in the governance system at the first board meeting after the annual general assembly.

D- Conduct a comprehensive review and update of all existing policies, formulate policies, and present them to the board at its next meeting after board elected.

2- The executive authorities of the company met with the internal control members and investment committee under follow up of the board committees to discuss the risk management policy adopted by the company.

Effectiveness of this policy was verified because of the high technical profits of the company and increasing equities by implementing cautious and strong subscription policy, wise management of claims, balanced level of expenses and confirmation of continuous reliance on the same policy.

3-The company organized internal training courses during 2023 to its employees to explain the rules and controls of corporate governance and the organizing administrative decisions.

4-The board election of 2023 result to re- elect the Women member , hence the company committed to Governance`s decision , it with approved by BOD to amend Article of association to include SCA new clause of the minimum representation of the women in the board.

5- the company's board followed up during 2023 the nominations and remunerations committees and the auditing committee in line with the governance rules and controls.

6-The board, represented in the chairman, received internal control department departments during the year in accordance with the objectives, requirements and controls that govern the work of internal control department in accordance with the decision No 3/R.M of 2020 made by the Securities and Commodities Authority Board on the standards of institutional control and corporate governance.

7-The company followed up the investors relations officer's performance of his duties in accordance with law.

8-The board followed up the follow up committee and inspected the customer transactions in performance of its duties and receiving the reports issued by the committee, in accordance with the rules on transactions of directors, employees and other persons in the securities issued by the company, parent company, affiliate or associate companies.

9-The company was keen on exercising its works with the required transparency in relation to the times and methods of disclosure of financial statements and compliance with the rules and decisions of the Securities and Commodities Authority.

10-Compliance with completion of the governance report, annual report and all financial statements and referring them to the general assembly members sufficient time before holding thereof to enable the general assembly to review them and take its decisions.

11-The company has formed a compliance committee to develop and monitor the performance of the compliance officer and the AML compliance officer, consisting of the Group President ,CEO, Head of Legal , CFO , Head of Internal Audit , the Money Laundering Compliance Officer and the Compliance Officer

Public : Al-Futtaim Group

Orient Group Corporate Profile

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03 Board of directors

Abdulla Hamad Al Futtaim

Chairman

Nonexecutive - Non independent

Overview

His Excellency Abdullah Hamad Al Futtaim is one of the prominent businessmen in the United Arab Emirates and the Middle East and the founder of the Al Futtaim Group. Which is one of the largest and most successful family companies in the region, and today enjoys a prominent presence in more than twenty countries. He has been a member of the company's board of directors since its foundation in 1982 and currently holds the position of Chairman of the Board of Directors.

Omer Abdeulla Al Futtaaim

Vice Chairman

Nonexecutive - Non independent

Overview

His Excellency Omar Abdullah Al Futtaim has been Vice Chairman of Orient since 2001,

and CEO of Al Futtaim Group. It is one of the largest and most successful family companies in the region, and today it enjoys a prominent presence in more than twenty countries.

His Excellency Omar Abdullah Al Futtaim holds a bachelor's degree in economics from the University of Minnesota, USA.

Other positions and memberships

• Member of the Board of Directors of the Dubai Chamber
• Member of Dubai Economic Council.
• Chairman of the Board of Directors of Emirates Investment Bank

Board of Directors Composition

Mira Omar Al Futtaim

Member of the Board of Directors

Non-executive - independent

Overview

Mrs. Mira Omar Al Futtaim - Member of the Board of Directors of Orient since 2017, and has practical experience in the field of trade, business administration and banking for several years.

Other positions and memberships

• Member of the Board of Directors of Emirates Investment Bank
• Membership in the Board of Trustees of Zayed University
• Membership in the Board of Directors of Al-Futtaim Educational Foundation

b - The transactions of the members of Board Directors and spouse and children thereof in the company's securities during 2023

No trading of the company's shares was undertaken during 2023 except by the board members, and spouse and children thereof.

Board of Directors Composition

C- Percentage of representation of women in the board in 2023

The percentage of women representation in the board is 20% of the total five directors

D-Statement of the reasons for non-nomination of women to directorship

Not Applicable

E- Directors remunerations and sitting fees

1- The remunerations paid to the members of Board of Directors for the 2022:

Concerning the year of 2022, the company paid AED2,000,000 as board remunerations and

2- Total remunerations proposed to be paid to the members of the Board of Directors for the year 2023, which shall be presented in the annual General Assembly for approval

No allowances board meeting has bee decided and will declare during AGM.

Public : Al-Futtaim Group

Orient Group Corporate Profile

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Board of Directors Composition

f

The numbers and dates of BOD meeting held during the FY 2023 as well as the attendant frequency by all the members, in person and by proxy

Board of Orient Insurance Company (PJSC) held (4) meetings during the year

2023 according to the following details:

Number of times of personal attendance of board members:

F- Number of B decision by circulation during 2023

The BOD issued2 resolution by circulation during 2023

A statement of the BOD` tasks and functions which were performed by the Executive Management pursuant to an authorization by the BOD to the management, stating the period and validity of the delegation as following

The Company's board assigned the company's executive management to assume the following duties and competences:

1. All capacities required for assuming the burdens of management and the practical and technical requirements of the company, including, without limitation:
2. • Daily management of the company
   • Arrangement of annual balance sheet
   • Creating the required insurance of the company
   • Appointment and dismissal of employees, consultants and contractors and defining their duties and remunerations inside and outside the state.
   • Representation of the company before all natural and corporate persons, ministries, commissions, authorities, boards, civil references and departments, private companies and entities, and signature of all contracts, correspondences and documents related to the company's works and provision and follow up of any or all requirements with any appropriate authority.
3. Follow up of construction, preparation and operation of new branches and headquarters and taking the measures of incorporation thereof.

3- In general, representing the company in all works required for exercise of its business and works in connection with, or relation to, exercise thereof in the United Arab Emirates and the other countries, the authorities may delegate partially or totally to executive tea

Public : Al-Futtaim Group

Orient Group Corporate Profile

8

Public : Al-Futtaim Group

Orient Group Corporate Profile

9

Board of

Directors

A detailed statement of the senior executives as the company`s organizational structure and their positions and appointment dates and the total salaries and benefits paid thereto according to the following table:

Orient Group Corporate Profile

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