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Board of Directors Committees

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Board of Directors Committees

Mandate of the Board

The principle responsibilities of the Board, as set out in its Charter, are as follow:

  • Represent the shareholder's interest and optimizing long term financial returns.
  • Establishing the Company's policies and strategy and regularly monitoring the performance of executive management against it.
  • Oversight, performance evaluation, and succession planning of directors and executive management
  • Preparation and fair presentation of the financial statements in accordance with the applicable financial reporting standards.
  • Risk recognition and assessment to ensure that the Company's operations, are measured, monitored and controlled by appropriate, effective and prudent risk management systems.
  • Approve and monitor the progress of major capital expenditure, capital management, loans, and acquisitions, including the sale of movable and immovable property, granting permission for withdrawal of money and securities owned by Batelco
  • Establishing policies to manage potential conflicts of interest including matters such as related party transactions.
  • Establishing and disseminating to all employees and appointed representatives of the Company a corporate code of conduct

Board Meetings 

As per the charter of the Board, the directors are required to meet at least 4 times in a given financial year to discharge its responsibilities effectively.

During the year, the Board of Directors met for 12 times on following dates and discussed the below mentioned significant items.

The summary of final decisions taken on significant items discussed during the meetings is also stated below:

Meeting Date

Key Matters Discussed

Final Decision

(Approved / Rejected / Put on Hold / Needs further Discussions / Other comments)

26012011

  • Recommendation to AGM
  • Approved

09022011

  • Acquisition
  • Approved

23022011

  • Appointment of Committees' members and Boards' members of Subsidiaries
  • Group Financial Performance
  • Approved

 

  • Approved

20042011

  • Restructuring of a Subsidiary (ATHEEB)
  • Disciplinary action against staff participating in general strike
  • Approved

 

  • Approved

07062011

  • Appointment of new Group CEO
  • Acquisition (Update)
  • Approved
  • Approved

03072011

  • Status of Subsidiaries
  • Approved

20072011

  • Second Quarter Financials
  • Acquisition (Update)
  • Annual Deposit Limits (Sh. Mohamed, Mr. Murad and Mr. Al Qassim excused themselves from the meeting due to conflict of interest)
  • Approved
  • Approved
  • Approved

13102011

  • Restructuring of Board Committees and JVs Board Membership
  • Termination of Acquisition
  • Approved

 

  • Approved

26102011

  • Third Quarter Financials
  • Approved

15112011

  • Group Strategy
  • Approved

23112011

  • Discuss Three years Group Business Plan
  • Approved

26112011

  • Corporate Governance Code Update
  • Approved

 

The members of the Board during the year 2011, together with a record of their attendance at meetings which they were eligible to attend, are set out below:

Director Name

Status of Director

Meetings Eligible to Attend

Meetings Attended

Sh. Hamad Bin Abdulla Al Khalifa

Non- Executive

12

12/12

Sh. Mohamed Bin Isa Al Khalifa

Non- Executive

7

5/7

Served as Deputy Chairman till his appointment as Group CEO on 1 October 2011

Mr. Murad Ali Murad

Non-Executive

12

12/12

Dr. Zakaria Hejres

Non-Executive

12

8/12

Mr. Adel Al Maskati

Non-Executive

12

12/12

Mr. Nedhal Al-Aujan

Non-Executive

12

10/12

Mr. Waleed Al Khajah

Executive

12

10/12

Dr. Yousif Dashkouni

Non-Executive

12

12/12

Mr. AbdulRazak Al Qassim

Non-Executive

12

11/12

Mr. Ali Engineer

Non-Executive

12

11/12

 

ShaikhMohamed Bin Isa AlKhalifa was a Board member and served as Deputy Chairman till his new appointment as Group CEO on 1 October 2011.  Upon his departure, Mr.Murad Ali Murad was appointed as Deputy Chairman.

  • Board of directors committees(includes profile photos of members in thumbnail)

Executive Committee

The EC's primary duties and responsibilities are to:

  • Review of Batelco's operational performance, at least once every financial quarter and direct management to develop and implement various initiatives to achieve the Annual Operating Plan;
  • Obtain reports at least once every financial quarter about the operating performance of joint ventures and associated companies and review the achievement of key financial targets and objectives.
  • Review of Batelco's 'Available For Sale' investment portfolioat least once every financial quarter.
  • Approve or recommend to the Board, all requests for the 'write-off' of an investment,
  • Approve or recommend to the Board any budgeted and unbudgeted capital expenditure
  • Monitor the implementation of an effective corporate governance framework, with particular reference to the Corporate Governance Code of Bahrain (the "Code") and the requirements of the Central Bank of Bahrain ("CBB") Rulebook Volume 6
  • Assist the Board in the effective discharge of its responsibilities for business, financial, operational, and reputational risk management and for the management of Batelco's compliance obligations.

Executive Committee Meetings

As per the charter of the Executive Committee, the directors are required to meet at least 4 times in a given financial year to discharge its responsibilities effectively.

During the year, the Executive Committee met for 5 times on following dates and discussed the below mentioned significant items. The summary of final decisions taken on significant items discussed during the meetings is also stated below:

Meeting Date

Key Matters Discussed

Final Decision

(Approved / Rejected / Put on Hold / Needs further Discussions / Other comments)

23032011

  • Financial & Business Performance
  • Batelco Innovation Center
  • JV Performance
  • EXCO Term of Reference
  • Approved
  • Approved
  • Approved
  • Approved

18052011

  • Sabafon Management Agreement
  • STel Funding
  • Group Financial Performance
  • Business Divisions Performance
  • Approved
  • Approved
  • Approved
  • Approved

15062011

  • Group Financial Performance
  • Atheeb update on rights issue
  • Approved
  • Update

21092011

  • Group Financial Performance
  • Disposal of Fixed Assets
  • Regulatory Matters
  • Mobile Number Portability
  • Group Strategy (Mid Year Review)
  • Corporate Governance
  • Approved
  • Approved
  • Approved
  • Update
  • Update
  • Needs further Discussions

18102011

  • Corporate Governance Code
  • Approved

 

The members of the Executive Committee during the year 2011, together with a record of their attendance at meetings which they were eligible to attend, are set out below:

Director Name

Status of Director

Meetings Eligible to Attend

Meetings Attended

Mr. Abdul Razak Al Qassim

Non-Executive

5

5/5

Mr. Nedhal Al Aujan

Non-Executive

5

5/5

Dr. Zakaria Hijris

Non-Executive

5

4/5

Sh. Mohamed Bin Isa Al Khalifa

Non- Executive

 

4/4

Served in the Committee till his appointment as Group CEO on 1 October 2011

 

 

Executive Committee (from left to right)

Mr. Abdul Razak Al Qassim, Sh. Mohamed bin Isa Al Khalifa, Dr.ZakariaHejres, Mr.Nedhal Al-Aujan

Audit Committee

The Company's internal audit function reports to the Audit Committee. The Audit Committee's primary duties and responsibilities are:

  • The integrity of the Company's financial statements and financial reporting process and the Company's systems of internal accounting and financial controls;
  • The annual independent audit of the Company's financial statements, the engagement of the external auditors and the evaluation of the external auditors' qualifications, remuneration, independence and performance;
  • The appointment of Head of Internal Audit and the regular review of the activities and performance of internal audit function; and
  • Compliance by the Company with legal and regulatory requirements, including the Company's disclosure of controls and procedures.

Audit Committee Meetings

The directors of the Audit Committee are required to meet at least 4 times in a given financial year to discharge its responsibilities effectively. During the year, the Audit Committee met for 4 times on following dates and discussed the below mentioned significant items. The summary of final decisions taken on significant items discussed during the meetings is also stated below:

Meeting Date

Key Matters Discussed

Final Decision

(Approved / Rejected / Put on Hold / Needs further Discussions / Other comments)

25012011

  • 2010 Group Financials
  • CrediMax Issue (Chairman Excused himself from the meeting due to conflict of interest)
  • Nomination of External Auditor
  • 3 Years Internal Audit Plan
  • Approved
  • Negotiation of Agreement

 

  • Submitted to Board
  • Approved

19042011

  • Q1 Group Financials
  • Compliance Update
  • Approved
  • Noted

19072011

  • H1 Group Financials
  • Adoption of IFRS 9
  • Compliance Report
  • CrediMax Issue Update (Chairman Excused himself from the meeting due to conflict of interest)
  • Approved
  • Approved
  • Noted
  • Refer matter to EXCO

24102011

  • Q3 Group Financials
  • Corporate Governance Code
  • Qnet Board Restructure
  • CrediMax Issue Update (Chairman Excused himself from the meeting due to conflict of interest)
  • Approved
  • Needs further Discussions
  • Approved
  • Update

 

The members of the Audit Committee during the year 2011, together with a record of their attendance at meetings which they were eligible to attend, are set out below:

Director Name

Status of Director

Meetings Eligible to Attend

Meetings Attended

Mr.Murad Ali Murad

Non-Executive

4

4/4

Mr. Adel AlMaskati

Non-Executive

4

4/4

Mr.Waleed AlKhajah

Executive

2

2/2

Appointed after the second meeting

Dr.Yousif Dashkouni

Non-Executive

4

4/4

Mr. Ali Engineer

Non-Executive

2

0/2

Appointed after the second meeting

Audit Committee (from left to right)

Mr. Murad Ali Murad, Mr. Adel Al Maskati, Mr. Waleed Al Khajah, Dr. Yousif Dashkouni, Mr. Ali Engineer

 

Nomination and Remuneration Committee (NRC)

 

The NRC's primary duties and responsibilities are to:

  • Identify persons qualified to become members of the Board and executive management of the Company;
  • Make recommendations to the Board regarding candidates for Board membership to be included by the Board of Directors on the agenda for the next AGM;
  • Review the Company's remuneration policies for the Board and executive management, and submit for approval to shareholders;
  • Remunerate Board members based on their attendance and performance.
  • Administer the performance evaluation process for the Board and Board Committees and executive management.

NRC Meetings

As per the charter of the NRC, the directors are required to meet at least 2 times in a given financial year to discharge its responsibilities effectively.

During the year, the NRC met for 5 times on following dates and discussed the below mentioned significant items. The summary of final decisions taken on significant items discussed during the meetings is also stated below:

Meeting Date

Key Matters Discussed

Final Decision

(Approved / Rejected / Put on Hold / Needs further Discussions / Other comments)

24012011

  • Directors' Remuneration
  • Batelco Bahrain Bonus
  • Retention of Executives
  • Submitted to Board
  • Approved
  • Approved

31052011

  • Appointment of Group CEO
  • Appointment of Group Deputy CFO
  • Approved
  • Approved

07062011

  • Group CEO Package
  • Approved

15062011

  • Update on Group CEO position
  • Update

18082011

  • Resignation of Group Deputy CFO
  • Group Structure
  • Group CEO Update
  • Approved
  • Approved
  • Update

20102011

  • Contract of CEO Strategic Assignment
  • Approved

The members of the NRC during the year 2011, together with a record of their attendance at meetings which they were eligible to attend, are set out below:

Director Name

Status of Director

Meetings Eligible to Attend

Meetings Attended

Sh. Hamad Bin Abdulla Al Khalifa

Non- Executive

6

6/6

Mr. Murad Ali Murad

Non-Executive

6

6/6

Mr. Abdul Razak Al Qassim

Non-Executive

5

5/5

Appointed after the first meeting

Mr. Ali Engineer

Non-Executive

5

4/5

Appointed after the first meeting

 

 

 

 

Nomination and Remuneration Committee (from left to right)

Sh. Hamad bin Abdulla Al Khalifa, Mr.Murad Ali Murad, Mr. Abdul Razak Al Qassim, Mr. Ali Engineer

 

Donations Committee (DC)

 

The DC's primary duties and responsibilities covers, examining donation requests made to Batelco from time to time; determining whether to approve the donation requests; assess the quantum of the approved donation requests and overseeing the administration of the funding allocated by the Board for such donations;

Donations Committee Meetings

As per the charter of the Donations Committee, the directors are required to meet at least 2 times in a given financial year to discharge its responsibilities effectively.

During the year, the Donations Committee met for 2 times on following dates and discussed the below mentioned significant items. The summary of final decisions taken on significant items discussed during the meetings is also stated below:

Meeting Date

Key Matters Discussed

Final Decision

(Approved / Rejected / Put on Hold / Needs further Discussions / Other comments)

23022011

  • Approval of Donations for Q1 2011
  • Approved

24052011

  • Approval of Donations for remaining period of 2011
  • Approved

The members of the Donations Committee during the year 2011, together with a record of their attendance at meetings which they were eligible to attend, are set out below:

Director Name

Status of Director

Meetings Eligible to Attend

Meetings Attended

Sh.Hamad Bin Abdulla Al Khalifa

Non- Executive

2

2/2

Dr.Yousif Dashkouni

Non-Executive

2

2/2

Mr. AbdulRazak Al Qassim

Non-Executive

2

2/2

 

Donations Committee (from left to right)

ShaikhHamad bin Abdulla Al Khalifa, Mr. Abdul Razak Al Qassim, Dr.YousifDashkouni