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Corporate Governance Report of 2018

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Corporate Governance Report of 2018 ·E·,a·~·~gJl .::u.-..uPI d..SF National Cement CO. p.s.c. National Cement Co. P.S.C ASSOCIATED IN 1968 (G) -1388 (H) Corporate Governance Report Of 2018 Commercial Registration No. 41150 1. , , 0 • J<,?J'-----~ 0-----'~ Authorised and paid up Share Capital f"-"'..;.J 'I"0 A,A' ',' •• t~..J...AlIJ '4 c:.~1 JL..JI ,_,..1..; AED 358,800,000 P.O. Box 4041 Dub ai - United Arab Emirates 6 \ ..,,; .11L.....H~I ..:..ljL......),1 - ..,._.--!.J £. • £. , : """U"" Tel.: +971-4-3388885, Fax: +971-4-3388886 Evrnail: [email protected] +'\V\-£'-'I"T'AAAAi:._,..s;u, +,\V'-t-T'T'AAA"O:,_j;;l..t, .E.,a.~.~gJl ~!l1 CiLS~ National CelTlent: Coo. p_s_c_ Inthe Name of Allah Most Gracious Most Merciful (1): A Statement on the Procedures Taken to complete the Corporate Governance System during 2018 and how they are applied: In National CementCo. P.S.C.,we have the pleasure to apply the highest standards and the best practices according to the resolution of the Securities and Commodities Authority (SCA)Chairmanof the Board of Directors No. (7/RM)for the year 2016on the standards of institutional discipline and governanceof public joint companies and the SCA-approvedguide on the procedural measuresof national cement companies, and according to the specimen of the GovernanceReport of 2018issued by SCA,so that such practices would achieve proficiency at work to serve the best interests of the concerned parties including the human resourcesand clients, and so as to best servethe UAEeconomy. National CementCo. has developedthe Governanceguide, and the same has been approved by the CompanyBoard regarding its constitution, authorities of its committees and efficiency of the internal control in addition to abiding by the principle of transparency in all the Company's transactions. (2): A Statement on the Transactions of the Members of the Board of Directors, Spouses and Children in the Company's Securities during 2018: No (Sale/ Purchase)transactions were reported in the securities of NationalCementCo. by any of the Membersof the Board of Directors,their spouses or children in the Company's securities during 2018. (1) ~JJ 'f' 0 A,/,· ',' •• t.~ ..,.~.!I_,~ C~I JL..JI ........iJ ;; I "> i ,,\I ~~I c.1.)L__.;-t1 - v++' t • t' ...,...<..>'" E-mail: [email protected] +4,Y\ -t-,","""AA,: ~u, +4,Y\-t-'f',"AA""o :.j:;l..b -E-,a-~_~gJl ..:.:...i.DAU!l1 C'LsF Nat:/onal CelTlent: Co. p.s.c. (3) Board of Directors Composition: AI The BOD Composition according to the Categories of BOD members: Period served as BOD Member Memberships in other Joint Stock Positions in any other important supervisory, Category Qualifications Member Name since his/her first Companies governmental and business entities election Chairman of the Board and Managing " BOD Member of Mashreq Bank Director of Taghleef Industries S.A.O.G. and Non-Independent BOD Member of Sahara One Year is assigned senior management and J Mr.' Rashid Saif Ahmed AI Ghurair - Petrochemical Company Non-Executive executive duties in Saif AI Ghurair Industrial Group BOD Member of Rayan Properties with five Independent Holder of bachelor's Director and Chairman of the Board One Year years experience in auditing in the office of 2 Mr.' Abdulaziz Abdul Raouf Al-Awar of Mada'in Properties PJSC Non-Executive degree in accounting Dubai Ruler Chairman of the Board of Emirates Chairman of the Board of Oman Foundation, Vice Chairman of DIFC Higher Holder of bachelors Non-Independent Insurance Co. and BOD Member / Board, Chairman of the Board of UAE Banks Mr.z Abdulaziz Abdullah Ahmed Al degree in industrial One Year 3 Ghurair Non-Executive CEO Mashreq Bank Federation, Member of the New York engineering University Board of Trustees and Director General of AI Ghurair Investment Holder of bachelor's Managing Director of Gulf Energy Maritime Independent degree in Financial (GEM), Chairman of the Board of Garnet Mr.' Ahmed EssaAhmed Hareb Al 7 years . 4 Falahi Non-Executive and Business Maritime, and BOD Member of Emirates Administration Maritime Holder of Master's in Vice Chairmanand Director General of Green Independent BOD Member of Emirates Mr.! Mohammed Abdulghaffar Hussain Business One year Coast Enterprises Venture and CEO of 5 Non-Executive Development Bank (EDB) Administration Convenience Arabia Non-lndependent Holder of bachelors CEO of MENA Energy and BOD Member of Mr.! Rashid Abdullah Aluned AI One year - 6 Ghurair Non-Executive degree AI Ghurair Investment A holder of a bachelor's Head of the Departmentof BusinessDevelopment Non-Independent Mr.! Sultan Abdullah Ahmed Al Ghurair degreeof Suffolk One Year BOD Member ofMashreq Bank of AI Ghurair Investment, and BOD Member of 7 Non-Executive University, USA Al Ghurair Investment, and Trans-Oil Asia (2) ~ " e > r---~-..) \?..)'-----~ J-----~~ i"'-""..).l '" 0 A.A· •• • •• t_,._J........J1J ~ C~l JUI <.)"1.1 ~, ... -; .11~~l .:;,I.1L-...)'1- ..r-!.l ~ • l' :,,:-,.~ +\V\-t-~~AAAA\ ~u,+\V'-t-~~AAAAo:~u .E.,o·Lfo.~gJl ~f11 ilLS,,", NaC/anal CelTlent: CO. ts.s:«: bl A Statement of Women's Representation in the Board of Directors in 2018: No women representation in the Board in 2018. cl A Statement of Reasons why no Women were nominated for the Membership of the Board of Directors in 2018: No female candidates ran for the BOD membership in the BOD elections. dI Board Members: 11 Total Remuneration paid to the Members of the Board of Directors for the Year 2017: A remuneration of AED 250.000 was paid to each BOD member in for the year 2017. 21 Total Remuneration proposed to be paid to the Members of the Board of Directors for the Year 2018: the proposal of the Board of Directors not to proceed with the remuneration of the Directors for the fiscal year 2018. 31 A Statement on the Allowances for attending the Sessions of the Board and those of the Committees derived from BOD: No allowances were paid for attending meetings and sessions. (3) Commercial Registration No. 41150 !. " 0 • ~ __ .J. Authorised and paid up Share Capital i'""""..)J ~ 0 A,A· .,. •• t~J ....,..IIJ ~ C.>-,~l1 JL.JI ,_,..C AED 358,800,000 ~ , .... ; .11~~I dJ\__..o)'1 - ~..J !. • !. \ : .,...._• P.O. Box 4041 Dub ai - United Arab Emirates Tel.: +971-4-3388885, Fax: +971-4-3388886 E-mail: [email protected] +,\y\-t.-n"'AAAA"\:,_,..s:u, +'\y\-t.-n"'AA"Ao:....Lu, ·E·,a·u:/I·~g.Jl ~!ll i:iI..SF NaUonal CelTlenc Co. ts.s:«: E1Board Meetings: The Board of National Cement Co. held (7) meetings during 2018 as follows: # Date of Meeting No. of attendants Attendants by Proxy Name of Absent Members 1 15/0512018 Seven members - - 2 26/012018 Six members - Mr.! Abdulaziz Abdullah AI Ghurair 3 08/08/2018 Six members - Mr.! Mohammed Abdulghaffar Hussain 4 22/10/2018 Seven members - - 5 12/02/2019 Seven members - - 6 25/03/2019 Seven members - - 7 3110312019 Seven members - - FI A Statement of the BOD's Tasks and Functions which were performed by the Executive Management pursuant to an Authorization by the BOD to the Management: - Mr.l Mohammed Abdullah AI Ghurair has been authorized to open a current account for the Company in KSA and to represent the Company against Riyadh Bank - With regards to governance, Board Member Mr.l Mohammed Abdullah AI Ghurair has been authorized to make any amendments as required by SCA. GI A statement of the details of transactions made with the related parties (stakeholders): Related parties represent major shareholders, directors and key management personnel of the Company, and entities controlled, jointly controlled or significantly influenced by such parties. Pricing policies and terms of these transactions are approved by the Company's management. (4) 41150 ~.)J 'I"0 A.A' '.' •• t~.._,jIJ ~ (.~I JUI ._,..i.; ~\ -.; .11~~I .::"IJL-...;il - ._.---tJ t· t \ :..,...~ Evmail: [email protected] +'W\-t-'I"'I"AAA/\'\: ~u. +'\V\-t-'I"'I"AAAAo:.....A;;u, ·E·tD·u;x.· ~g.l1 ..::..J.o.uJPI CI..SF Naclonal Cernenc CO_ p_s_c- 1 - Related part transactions 2018 2017 AED'OOO AED'OOO Associate Interest income (Note 8) 18,691 13,282 Other related parties Revenue 35,419 27,515 Purchases (11,872) (9,797) 2 - Related part balances Due from related parties 2018 2017 AED'OOO AED'OOO Current accounts Associate 89,943 84,110 Other related parties 16,997 13,830 106,940 97,940 Due to related parties 2018 2017 AED'OOO AED'OOO Current accounts Directors 1,750 Other related parties 1,042 1,461 1,042 3,211 Terms and conditions of transactions with related parties The sales to and purchases from related parties are made on terms equivalent to those that prevail in arm's length transactions. Outstanding balances at the year-end are unsecured and interest free and settlement occurs in cash. There have been no guarantees provided or received for any related party receivables or payables. 3- Remuneration to key management personnel Commercial Registration No. 41150 Authorised and paid up Share Capital r"J..l ,",0 A,A· .,. •• t_,.j~I.J ~ c:~1 JUI ,-",iJ AED 358,800,000 P.O. Box 4041 Dubai - United Arab Emirates .; , "> -; .11~~I .::.IJL-;il - v++' !. • t , : ,-:,.u"" Tel.: +971-4-3388885, Fax: +971-4-3388886 E-mail: [email protected] +~V'-i-,",,",AAAA\ ~u'+~V'-t-,",,",AAAAO ~u ·E .to·uiI. a.,.;....bgll ..:.:...iD.&u!l1a...sF Na~/onal Cel71en~CO.p.s:«: 2018 2017 AEO'OOO AEO'OOO Salaries and other short-term benefits 3,431 3,437 End of service benefits 175 175 Directors' fees 1,750 3,606 5,362 Loan receivable from associate 2018 2017 AEO'OOO AEO'OOO Loan balance 316,000 316,000 This loan represents AED denominated loan given to the associate and recoverable in ten installments over a period of five years beginning from December 2015, yet the associate has defaulted on several payments.
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