| Element List | Explanation |
|---|---|
| Introduction | Al-Jouf Cement Company announces the results of the Ordinary General Assembly meeting (the second meeting), which was held at exactly seven thirty in the evening on Tuesday 12/11/1442 AH corresponding to 06/22/2021 AD at the company’s factory headquarters in Turaif through modern technology and due to the lack of The quorum was completed in the first meeting. The second meeting was held one hour after the time scheduled for the first meeting with the shares represented in the meeting, where the attendance rate was 20.68% of the shares representing the capital. |
| City and Location of the General Assembly's Meeting | The headquarters of the company’s factory in the city of Turaif, where the meeting was held remotely through modern technology, in the interest of the safety of shareholders and within the support of preventive and precautionary efforts and measures by the competent and relevant health authorities to address the emerging corona virus (COVID-19), and as an extension of the continuous efforts made by all Government agencies in the Kingdom of Saudi Arabia to take the necessary preventive measures to prevent its spread |
| Date of the General Assembly's Meeting | 2021-06-22 Corresponding to 1442-11-12 |
| Time of the General Assembly's Meeting | 19:30 |
| Percentage of Attending Shareholders | 20.68% |
| Names of the Board of Directors' Members Present at the General Assembly's Meeting and Names of the Absentees | Names of the members of the board of directors present and absent |
The meeting of the association was attended by means of modern technology, the following members of the board of directors:
Eng. Mohamed Said Attia, Chairman of the Board of Directors
Mr. Abdel Aziz Abdel Ilah Kaaki, Vice Chairman of the Board of Directors
Mr. Ibrahim Mazen Khashoggi
Mr. Faisal Hamza Al-Khouli
Mr. Talal Othman Al-Muammar
Mr. Saad Amash Al-Shamry
I apologize for not attending.
Dr. Othman Abdullah Al-Suwaih
Mr. Abdel Aziz Abdel Ilah Kaaki (Chairman of the Nomination and Remuneration Committee)
Mr. Talal Othman Al-Muammar (Head of the Risk Committee)
Mr. Saad Amash Al-Shammari (Chairman of the Investment Committee)
2- Approval of the auditor’s report for the fiscal year ending on December 31, 2020 AD.
3- Approval of the financial statements for the fiscal year ending on December 31, 2020 AD
4- Approval of the appointment of the company’s auditor from among the candidates based on the recommendation of the Audit Committee, in order to examine, review and audit the financial statements for the second, third, fourth and annual quarters of the fiscal year 2021 AD and the first quarter of the fiscal year 2022 AD and determine his fees.
5- Agreeing to absolve the members of the board of directors from liability for the fiscal year ending on 31/12/2020 AD.
6- Approval of the works and contracts that were carried out between the company and the “Upper Sky Contracting Company” in which the member of the board of directors, Mr. Faisal bin Hamza Al-Khouli, has an indirect interest, which is assigning cleaning and operating works, without preferential conditions, as the value of the transaction during the year 2020 AD amounted to 428,231 Rial.
7- Approval of the business and contracts concluded between the company and the Saudi Marsh Insurance Company, in which the member of the Board of Directors, Mr. Abdulelah Kaaki, has an indirect interest, which is an insurance brokerage between Al-Jouf Cement Company and (The Cooperative Insurance Company), without preferential terms, where the value of Dealing during the year 2020 AD amount of (0) riyals. To Mr. Abdul-Ilah Kaaki, may God have mercy on him (non-executive).
8- Approval of authorizing the Board of Directors with the authority of the Ordinary General Assembly with the authorization contained in Paragraph (1) of Article 71 of the Companies Law, for a period of one year from the date of approval of the General Assembly or until the end of the delegated Board of Directors’ session, whichever is earlier, in accordance with the conditions set forth in the controls and procedures The regulations issued in implementation of the Companies Law for Listed Joint Stock Companies.
9- Approval of the Board of Directors’ decision to appoint Mr. Abdul-Wahhab bin Ahmed Abed (a member from outside the Board) as a member of the Audit Committee, starting from 10/21/2020 AD, until the end of the current committee’s work period on 08/05/2023 AD, to succeed the member The former Professor / Abd al-Ilah Kaaki, may God have mercy on him (non-executive), provided that the appointment takes effect from the date of the decision issued on October 21, 2020 AD, and this appointment comes in accordance with the work regulations of the Audit Committee.
10- Approval of the Board of Directors’ decision to appoint Dr. Othman Al-Suwaih as an (independent) member of the Board of Directors starting from the date of his appointment on 10/21/2020 AD to complete the Board’s session until the end of the current session on 05/08/2023 AD, succeeding the previous member, Mr. Abdul-Ilah Kaaki May God have mercy on him (non-executive).
11- Approval of the amendment of the remuneration policy for the members of the Board of Directors and the committees emanating from the Board and the Executive Management.
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