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Board of Directors Report for the Financial Year 2017

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Board of Directors Report for the Financial Year 2017 Board of Directors Report For the financial year 2017 Custodian of the Two Holy Mosques King Salman Bin Abdulaziz Al Saud Crown Prince and Deputy Premier and Minister of Defense Prince Mohammed Bin Salman Bin Abdulaziz Al Saud Contents Introduction 7 Ma’aden today 9 Operations and business 17 Governance and risk 23 Financial statements and information 41 Appendix 1: Qualifications and 49 experiences of the Executive Management Appendix 2: Overview of the 53 Board and Committee Members Board of Directors Report | 2017 6 maaden.com.sa Board of Directors Report | 2017 We believe that the performance of Ma’aden’s share price, which gained 32.3 percent in value over 2017, shows the Introduction: investor community’s trust in our industry, projects, strategy and success of our Dear Shareholder, business. We take this opportunity to express the The Board of Directors of Saudi Arabian Board of Directors’ gratitude to the Mining Company (Ma’aden) is pleased to Custodian of the Two Holy Mosques, the present its report on the results for the Crown Prince, Deputy Prime Minister and financial year ended 31 December 2017. Minister of Defense, for their continuing support and guidance in developing In this Report, we have shared with you the Ma’aden’s role in the Saudi mining sector. progress achieved during the year in implementing our 2016-2025 strategy, The Board of Directors expresses its advancing the goals and improving the gratitude to Ma’aden’s shareholders for performance of Ma’aden and its subsidi- their ongoing support and contribution to aries (collectively referred to as the Group). our continuing efforts to improve performance and enhance profitability. We We have also explained how our strategy would like to extend special thanks to the and development plans are enabling Public Investment Fund (PIF) and the Ma’aden to serve the goals of Saudi Vision Ministry of Energy, Industry and Mineral 2030 and expand our operations outside of Resources. Ma’aden also takes this Saudi Arabia to become a major player in opportunity to thank its employees, the global mining industry. partners, subsidiaries and affiliates. 7 maaden.com.sa Ma’aden today Board of Directors Report | 2017 Our focus during 2017 was to build on the Introduction previous year’s achievements in opera- tional, capital and commercial excellence and maximise the savings from our cash generation programme. The completion of the first phase of Wa’ad Al-Shamal industrial city and the startup of some of the plants of Ma’aden Wa’ad Al-Shamal Saudi Arabian Mining Company (“Ma’aden” Ma’aden was formed as a Saudi joint stock Phospate Company (MWSPC) are other or the “Company”) is the mining and company with authorized, issued and major achievements of the year. In metals industry leader in Saudi Arabia and paid-up share capital of SAR addition, we have made progress in the largest diversified mining and metals 11,684,782,610 as of 31 December 2017. assessing opportunities outside Saudi company in the Middle East. We are also The objective of the Company and its Arabia. amongst the fastest growing mining subsidiaries (the “Group”) is to be engaged companies in the world. in various projects related to all stages of We have taken a number of measures to the mining industry, all incorporated in the strengthen sustainability and capability The Saudi Government established Kingdom of Saudi Arabia. building, the foundation of our strategy Ma’aden in 1997 with the goal of devel- – covering corporate governance, human oping the Kingdom’s mineral resources. With the strong support of the Saudi resource development, Environment, The idea of building a strong mining Government for the mining industry, we Health, Safety and Security (EHSS), local industry to make sustainable contributions have achieved significant growth and content and social impact. to the national economy and create jobs diversification since then, adding new was reinforced when Ma’aden became a gold, phosphate and bauxite mines, listed company in 2008. establishing integrated fertiliser and aluminium value chains and producing industrial minerals. 10 maaden.com.sa Board of Directors Report | 2017 Composition of Ma’aden Group as at 31 December 2017 Name of the holding compnay, Type of company Total Issued Shareholders interest at Primary products subsidiaries or jointly controlled entities share capital 31 December 2017 SAR Holding company Saudi Arabian Mining Compant (Ma’aden) Joint stock company 11,688,782,610 Public Investment Fund50.00% General Organisation for Social Insurance 7.99% Public Pension Agency 7.48% Free float 34.53% Wholly owned subsidiaries Ma’aden Gold and Base Metals Company Limited liability company 867,000,000 Ma’aden 100.00% Gold (MGBM) Industrial Minerals Company (IMC) Limited liability company 344,855,200 Ma’aden 100.00% Low grade bauxite, kaolin and caustic calcined magnesia Ma’aden Infrastructure Company (MIC) Limited liability company 500,000 Ma’aden 100.00% Infrastructure Other subsidiaries Ma’aden Aluminium Company (MAC) Limited liability company 6,573,750,000 Ma’aden 74.90% Primary aluminium products Alcoa 25.10% i.e. aluminium ingots, T-bars, slabs and billets Ma’aden Rolling Company (MRC) Limited liability company 2,477,371,807 Ma’aden 74.90% Flat rolled aluminium sheets Alcoa 25.10% Ma’aden Bauxite and Alumina Company Limited liability company 4,828,464,412 Ma’aden 74.90% Bauxite and alumina (MBAC) Alcoa 25.10% Ma’aden Phosphate Company (MPC) Limited liability company 6,208,480,000 Ma’aden 70.00% Ammonia phosphate fertilizer SABIC 30.00% and ammonia Ma’aden Wa’ad Al-Shamal Phosphate Limited liability company 7,005,001,875 Ma’aden 60.00% Ammonia phosphate fertilizer Company (MWSPC) Mosaic 25.00% and ammonia SABIC 15.00% Jointly controlled entities Sahara and Ma’aden Petrochemical Limited liability company 900.000,000 Ma’aden 50.00% Ethylene dichloride, chlorine Company (SAMAPCO) Sahara 50.00% and caustic soda Ma’aden Barrick Copper Company (MBCC) Limited liability company 404.965,292 Ma’aden 50.00% Copper Barrick ME 50.00% 11 maaden.com.sa Board of Directors Report | 2017 been preparing the ground to enhance our output to the highest level in our history. Strategy global presence, the third pillar of our Our new phosphate facility in Wa’ad Al strategy. Shamal began operations during the year. Embedding excellence We will continue to assess organic growth In October 2016, Ma’aden approved its By focusing on all-round excellence, we opportunities in gold and base metals, 2025 strategy to maintain and enhance the continuously seek to strengthen our cost including the Mansourah, Massarah and Ar Group’s efficiency in managing its competitiveness and profitability, ensuring Rjum projects and we have invested more business, leveraging opportunities and that returns on investments match global in exploration as our goal is to continually tackling challenges. The Board of Directors industry standards. The excellence grow our production between now and adopted the new vision and 2025 strategy initiatives touch every part of our Group 2025. in October 2016. across corporate functions and operations. In 2016, we announced our intent to build The new strategy is based on three key In 2016, we adopted the Ma’aden cash a third large-scale phosphate plant in the pillars that will enable Ma’aden to manage generation programme as the lead Kingdom and have moved ahead with the changes in the local and global context initiative, with a goal of generating USD6 feasibility studies for this. In 2017, we also of our business. The strategy is making a billion over the next 10 years through looked at strategic investments in the sales significant impact on the way we approach enhanced operational and functional and distribution chain to support our the future. excellence and cost efficiency growing production. programmes. The cash generation Delivering results, and setting higher goals programme delivered us a saving 20 In aluminium, our focus will be on for the future percent higher than the target that we had operational, capital and commercial We have been implementing the strategy set for 2017. Besides, we achieved a 4 excellence but we will study the possibility In 2017 through clearly identified strategic percent throughput increase across our of expanding smelting capacity. initiatives. operations during the year and a 2.8 percent cash cost reduction across the Global aspirations Ma’aden’s new vision is to be a ‘sustainable organisation. Ma’aden’s global ambitions are based on mining champion with global presence,’ our intent to establish ourselves as a built on three strategic pillars and a The domestic impact of Ma’aden’s strategy globally relevant producer in the commod- foundation that will help achieve that will be a significantly higher contribution ities we have developed to date and for vision. by the mining sector to the GDP and local which we consider the long-term outlook community development through to be positive. In particular we see We have translated the 10-year strategy employment and infrastructure devel- opportunities in the fertiliser sector in into a five-year business plan with more opment. which we are already a major player, and in detailed programmes to implement the gold and base metals. strategic goals. In 2017, we made National mining champion significant progress in strengthening two We have clear plans to grow our portfolio During the year, we evaluated a number of of our three pillars—firstly, operational, of phosphates, aluminium, gold, base international growth options. We see capital and commercial excellence and metals and industrial minerals over the potential for us to acquire operations and secondly, Ma’aden’s status as the national coming years. In 2017, Ad Duwayhi, our enter into investment partnerships in mining champion.
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