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.
- /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. |
- 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 |
- 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. - 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. | |||
27
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
Attachments
- Original Link
- Original Document
- Permalink
Disclaimer
Salam International Investment Limited QSC published this content on 04 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 05 March 2024 10:14:05 UTC.