1. Company Philosophy
The principles of Corporate Governance mainly deal with the way companies are led and managed, the role of the Board of Directors and the framework of internal controls. At Al Anwar Investments SAOG (AAI), the Board supports the highest standards of Corporate Governance. The Board of Directors is responsible for approving and monitoring the Company’s overall strategy and policies, including risk management policies, control systems, business plan and annual budget. The Management is responsible to provide the Board with appropriate and timely information to monitor and maintain effective control over strategic, financial, operational and compliance issues. The Board confirms that Al Anwar Investments SAOG applies the principles set out in the Capital Market Authority’s (CMA) Code of Corporate Governance for Public Listed Companies (the “Code”) and other rules and guidelines issued by the CMA from time to time.
We follow “International Financial Reporting Standards (IFRS)” in the preparation of accounts and financial
statements.
2. Composition of the Board of Directors
During the year ended 31 March 2022, the Board consisted of seven directors who have varied backgrounds and experience and who individually and collectively exercise independent and objective judgement. The composition and the independence of the board of directors is in accordance with the Code. The members were elected to the Board at the Annual General Meeting held on 30 June 2021 for a term of 3 years. Board composition as on 31 March 2022 are as follow:
| Director | Position | Independent /Non-Independent |
| Brig. (Rtd.) Masoud Humaid Al Harthy | Chairman | Non-Independent |
| Dr. Shabir Moosa Al Yousef | Deputy Chairman | Non-Independent |
| Mr. Abdulredha Mustafa Sultan | Director | Independent |
| Mr. Qaboos Abdullah Al Khonji | Director | Non-Independent |
| Sheikh Mohamed Abdullah Al Rawas | Director | Independent |
| H.H.Fahar Bin Fatik Al Said | Director | Independent |
| Mr. Faisal Mohamed Al Yousef | Director | Non-Independent |
3. Board Meeting
The Board met eight times during the year. The meetings were held on 6 April 2021, 2 June 2021, 10 June 2021, 30 June 2021, 11 August 2021, 11 November 2021, 13 February 2022, and 31 March 2022.
| Sr. | Name of the Director | Position | AGM | Number of meetings attended | Number of Directorship in other listed companies | ||
| Held on | Board | NREC | AC | ||||
| 30.06.2021 | |||||||
| 1 | Brig. (Rtd.) Masoud Humaid Al Harthy | Chairman | Present | 8 | – | – | 1 |
| 2 | Dr. Shabir Moosa Al Yousef | Dy. Chairman & Chairman NREC | Present | 8 | 9 | – | 3 |
| 3 | Mr. Abdulredha Mustafa Sultan | Director & Chairman AC | Present | 8 | – | 5 | 1 |
| 4 | Mr. Qaboos Abdullah Al Khonji (*) | Director & NREC Member | Present | 7 | 8 | – | 3 |
| 5 | Sheikh Mohamed Abdullah Al Rawas | Director & NREC Member | Present | 7 | 8 | 1 | 1 |
| 6 | H.H. Fahar Bin Fatik Al Said(**) | Director & AC Member | – | 5 | – | 4 | – |
| 7 | Mr. Faisal Mohamed Al Yousef (**) | Director and AC Member | – | 5 | – | 4 | 3 |
| 8 | Mr. Nasser Said Al Hadi (#) | Director and Chairman AC (Part of the year) | – | 3 | – | 1 | – |
| 9 | Mr. Girish M Ramakrishnan(#) | Director & NREC Member(Part of the year) | – | 3 | 4 | – | – |
| 10 | Mr. Michael Hansen (*)
|
Director & NREC Member(Part of the year) | – | – | 1 | – | – |
(*) Al Khonji Invest LLC has changed its representative Mr. Michael Hansen on the board of Al Anwar Investments SAOG with Mr. Qaboos Abdullah Al Khonji on 7 April 2021.
(**) Elected in the Board election held on 30 June 2021.
(#) Till Board election held on 30 June 2021
The Meeting attendance fees paid to the members for each meeting attended is as follows:
Chairman – OMR 2,000, Deputy Chairman – OMR 1,600, Other Members – OMR 1,500
4. Board Committees:
Nomination, Remuneration & Executive Committee (NR&EC)
NR & EC is a sub-committee of the Board consisting of the following three directors:
Dr. Shabir Moosa Al Yousef Chairman
Mr. Qaboos Abdullah Al Khonji Member
Sheikh Mohamed Abdullah Al Rawas Member
Mr. Girish M Ramakrishnan Member(Part of the year)
Mr. Michael Hansen Member (Part of the year)
The NR & EC is delegated powers and authority to facilitate the smooth running of the operations of the Company and exercise all of the responsibilities of the Board which are beyond the authority of the management and within the limits set out in the Manual of Authority approved by the Board. The Committee also assist the general meeting in the nomination of proficient directors and the election of the fit for the purpose, assist the Board in selecting the appropriate and necessary executives, provide succession planning for the executive management and Board chairman and fixing the appropriate remuneration and incentives for the executive management.
The NR&EC is governed by the terms of reference (Charter) approved by the Board. The working plan of the committee is approved by the Board.
The NR&EC met nine times during the year on 1 April 2021, 25 May 2021, 8 &10 June 2021,24 June 21, 11 August 2021, 10 October 2021,7 Nov 2021, 1 February 2022 and 22 March 2022.
The Meeting attendance fees paid to the members for each meeting attended were OMR 650 for Chairman and OMR 550 for Members.
Audit Committee
The Audit Committee (AC) is a sub-committee of the Board, comprising of the following three non-executive directors, who are appointed by Board:
Mr. Abdulredha Mustafa Sultan Chairman
H.H. Fahar Bin Fatik Al Said Member
Mr. Faisal Mohamed Al Yousef Member
Sheikh Mohamed Abdullah Al Rawas Member (Part of the year)
Mr. Nasser Said Al Hadi Member (Part of the year)
The Audit Committee is constituted in accordance with the provision of the Corporate Governance requirement. Audit Committee Chairman is an Independent Director and the majority of the members are Independent Directors.
All the members are experienced and have good knowledge of accounts and finance. The terms of reference (Charter) of the Audit Committee are in accordance with the guidelines given by CMA. The working plan of the committee is approved by the Board.
Major areas covered by the Audit Committee are matters concerning:
(i) Consideration and recommendations for appointment of Internal and External Auditors,
(ii) Reviewing of audit plans and audit reports;
(iii) Oversight of internal audit functions to comply with all the requirements of internal audit as per Code of Corporate Governance and oversight of adequacy of internal control systems and financial statements,
(iv) Checking financial frauds,
(v) Reviewing annual and quarterly statements and qualifications, if any, before issuing,
(vi) Critical review of non-compliance of IFRS and disclosure requirements prescribed by CMA,
(vii) Reviewing risk management policies and related party transactions and
(viii) Serving a channel between internal and external auditors and the Board.
The Audit Committee met five times during the year on 7 June 2021, 9 August 2021, 11 November 2021, 10 & 11 January 2022 and 10 February 2022.
The Meeting attendance fees paid to the members for each meeting attended was OMR 650 for Chairman and OMR 550 for Members.
5. Brief Profile of the Directors
Brig. (Rtd.) Masoud HumaidAl Harthy
He is a retired brigadier from the Royal Guard of Oman.Brig. (Rtd.) Masoud holds a Bachelor’s Certificate in Army Science Management with an experience of 37 years in military services. Brig. (Rtd.) Masoud is Chairman of Al Maha Ceramics SAOG in addition to being a Board member in several other Companies.
Dr. Shabir Moosa Al Yousef
Dr.Shabir holds a PhD and a Master of Research in Economics from the University of Essex (U.K), M.B.A in Finance from the University of Lincolnshire & Humberside (U.K), Master of Science from Colorado School of Mines (U.S.A) and Bachelors Degree in Electronics and Communications from Sultan Qaboos University.
He held the positions of Chief Executive Officer of Oman Investment & Finance Co. SAOG, General Manager of Damac Holding U.A.E, Group General Manager of Premier Logistics Group LLC, General Manager of Truck Oman LLC, and a Petroleum Engineer post in Petroleum Development Oman (PDO).
Currently he is Dy. Chairman of the Board and Chairman of NREC, Al Anwar Investments SAOG (Formerly Al Anwar Holdings SAOG), Dy. Chairman of Arabia Falcon Insurance Company SAOG, Dy. Chairman and Chairman of NREC, Oman Chlorine SAOG, Director, CACTUS Premier Drilling Services SAOC, Chairman, Al Anwar Industrial SAOC and Chairman, Al Anwar Hospitality SAOC. He is also a member of the Tender Board in the Sultanate of Oman.
During his career, he was chairman of National Aluminum Products Company SAOG. And also a Board member of Bank Sohar SAOG, Financial Corporation Co. SAOG,
Mr Abdulredha Mustafa Sultan
He holds a Bachelor’s Degree in Commerce majoring in Finance from San Diego State University, USA. He is Deputy Chairman of Al Jazeera Services Co. SAOG, and a Board member of Fisheries Development Oman SAOC (FDO)and Almondz Global Securities Limited (India). He is Managing Director of Mustafa Sultan Enterprises LLC. He is a member of the Young Presidents’ Organisation. He is also the Honorary Consul of Finland in Oman.
Mr. Qaboos Abdullah Al Khonji
Mr. Qaboos Al Khonji holds a Bachelor’s degree in Business Administration from the U.S. He is the Deputy Chairman of Al Khonji Invest LLC (Formerly known as Al Khonji Holding LLC) and Chairman of Al Binaa Constructions & Industry SAOC. Apart from these, he is Deputy Chairman for Al Khonji Real Estate Development SAOC. He also holds Directorship in some of the prominent SAOG / SAOC Companies in Oman including The Financial Corporation Co. SAOG (FINCORP), Al Maha Ceramics Co. SAOG, Al Anwar Investment SAOG, Oman Chlorine SAOG, Oman Hotels & Tourism Co. SAOC, Desert Night Resort SAOC and Al Sharqiya Hotels & Tourism Co. SAOC, Al Anwar Hospitality SAOC, Al Anwar Industrial Investments SAOC. He has an extensive experience in the Construction and Retail and Hotel business. Mr. Qaboos belongs to a traditional business-dominated family and also holds Directorship at Al Khonji Group LLC. He is Deputy Chairman of the Investor’s Committee at FINCORP Al Amal Fund. He has previously held a position of General Manager in Moosa Abdul Rahman Hassan & Co. (2000 – 2002) and was the member of Board at the various companies like Taageer Finance Co. SAOG (2008 -2014) and. He has held Deputy Chairman’s position at OIFC SAOG (2008-2014). Last but not the least he was with Salam Air SAOC as a Chairman of Board and NREC.
Sheikh Mohamed Abdullah Al Rawas
Holds an honorary doctorate in business administration from Luton University in 2005 as the first person in Asia and the Middle East to obtain that doctorate from this prestigious University for his efforts in the higher education sector in the Sultanate of Oman during his presidency of the board of directors of Majan University College. He also holds a Bachelor’s degree in Business Administration, majoring in Finance and Investment, from Cairo University. He is currently a member of Al Anwar Investments SAOG and Dhofar Cattle Feed Co. SAOG.
He previously held the position of Board member in Oman Aviation Services Company SAOC, Oman and Emirates Investment Holding Company SAOG, Vice Chairman of the Board of Directors of Raysut Cement Company SAOG, member of the Board of Directors of the Oman Chamber of Commerce and Industry and representative of the Chamber in the Union of Arab Banks represented the Chamber in the ESCWA meetings in Beirut, Chairman of the Banking and Investment Committee in the Chamber, Member of the Temporary Committee for Economic Diversity in the Central Bank of Oman, member of the Board of Directors Literacy& Ministry of Education, Vice Chairman of the Board of Directors of the Gulf Plastic Company and a member of the Board of Directors of Global Computer services LLC (Globcom).
He is also a partner and member of the board of directors of Al Rawas Holding Group and a shareholder partner in Oman Treasures Holding Company.
H.H. Fahar Bin Fatik Al Said
Holds a Bachelor’s degree in Business Administration from Anglia Ruskin University in the United Kingdom. He also holds a Diploma in International Business Administration from the London School of Business and Finance. H.H is currently as an Assistant Auditor in State Audit Institution of Sultanate of Oman, Chairman of the Board of Directors of Fahar Bin Fatik LLC, Vice Chairman of the Board of Directors of Fatik Bin Fahar Group companies, Honorary chairman of Oman food Bank (DAYMA) and Board member of Ubar Hotels & Resorts SAOG (Oman)
Mr. Faisal Mohamed Al Yousef
Faisal is the CEO of Al Yousef Group LLC (AYG). He rejoined the group after working with Ernst & Young (Chartered Accountants) in Oman and the UAE as an Audit specialist. He is a Fellow of Chartered Certified Accountant (ACCA, UK) and also holds a BSc in Economics from SOAS (University of London), UK. He also holds an Advance Diploma in insurance from the Bahrain Institute of Banking and Finance. Faisal represents AYG on the boards of various investee companies, including Bank Dhofar, Muscat Finance, Dhofar International Development and Investment Company and Al Anwar Investments, Al Ruwad International School. He is also the Executive Director of Muscat Electronics. Throughout Faisal’s career he was involved with at least two green field projects. These are today listed on the Muscat Stock Exchange. Faisal brings with him a decade of experience in banking and finance and insurance and investments.
Faisal is also involved with a number of voluntary work including the Oman Tennis Association and Government Schools in Muttrah.
6. Process of the nomination of the Directors
The company follows the provisions of the Commercial Companies Law and Capital Market Authority Law & Regulations in respect of the nomination of the members of the Board of Directors.
7. Management
The members of the management of the company are appointed with proper contracts clearly defining the terms of reference.
8. Brief profile of top management personnel with executive powers
Khalid Abdullah Al Eisri, Chief Executive Officer
Chartered Financial Analyst (CFA), holds a Bachelor’s degree in Finance from Sultan Qaboos University. Has more than 15 years of experience in investment management and corporate advisory. Prior to joining Al Anwar Investments, he held the position of Acting Senior Manager at the Oman Investment Authority.
Mr. Khalid is a director in National Biscuit Industries Ltd SAOG, National Detergent Co SAOG, and Al Ruwad International School SAOC. He also held directorship in several companies such as RAK Ceramics, Al Hosn Investment Company, Oman Growth Fund, Oman & Emirates Investment Holding Company, Ubar Capital, United Finance and Gulf Mushroom Production Company.
Dhiraj Chidwal, Manager – Internal Audit & Risk Management, Board Secretary
Dhiraj Chidwal is a Chartered Accountant with accreditations from the Institute of Chartered Accountants of India and Certified Public Accountant (CPA) from USA. He has more than Nineteen years of experience in the field of Internal Audit, Finance and Accounting. Prior to Al Anwar, he worked for one of the leading private banks in India as Chief Manager, Internal Audit. He has extensive experience in the Internal Audit of the Banking and Finance sector.
Mubarak Al Ghazali, Manager – Administration & Compliance
Has more than 25 years’ experience in Insurance, management, HR, administration and compliance. He has been working in Al Anwar Investments SAOG since 2005. Mubarak holds a General Diploma certificate and a certificate in Human Resource Management. He attended several training courses, workshops and conferences in various fields like Human resources, Executive Management skills and Effective Leadership. He also attended many workshops organized by Muscat Stock Exchange and Capital Market Authority and other government bodies.
Ahmed Ibrahim, Assistant Finance Manager
Ahmed Ibrahim is an MBA in Financial Markets from Institute for Market Studies (IEB Spain), and a Bachelor of Commerce from Zaqaziq University (Egypt). He has more than 20 years of experience in different fields including banking, advertising, detergent manufacturing, and Investment company. His core expertise is in monitoring and managing the Financial and Treasury operations of the company.
9. Means of communication with the Shareholders and investors
- The notice to the Shareholders for the Annual General Meeting containing the details of the related party transactions is filed with CMA and mailed to shareholders along with Directors’ Report and audited accounts.
- The Quarterly results of the company as per CMA format, are prepared by the management for every quarter, reviewed by the Audit Committee, approved by the Board, are forwarded to CMA and also published in the Newspapers as per the directives of CMA. Copies are made available to shareholders on request. Results are also uploaded on the website of Muscat Stock Exchange (MSX).
- Pursuant to the Executive Regulations of the Capital Market Law, Al Anwar has disclosed the initial quarterly and annual un-audited management results within 15 days from the end of the period.
- Important Board decisions are disclosed to the investors through MSX from time to time. The company has its official website, alanwar.om for its investors. The website is updated from time to time.
- The Management Discussion and Analysis Report forms part of the Annual Report.
10. Remuneration matters
- The meeting attendance fee was paid as approved by shareholders in AGM held on 30 June 2021. A total of OMR 75,850 (FY 2020-21: OMR 61,900/-) was paid to Directors for meetings attended during the period 1 April 2021to to 31 March 2022.
- A sum of OMR NIL (FY 2020-21: NIL) was reimbursed to Directors towards travelling expenses for attending the meetings in addition to above mentioned sitting fees.
- The remuneration for the employees is, after critical evaluation, fixed by the Board, based on the qualification, expertise and efficiency of the executives. The total remuneration of the four employees for the financial Year 2021-22 was OMR138,843(The top four for 2020-21: OMR194,669).
- The Board did not recommend any Directors’ remuneration for the year 2021-22. (FY 2020-21: OMRNIL).
11. Details of non-compliance by the company
No penalties have been imposed by CMA or MSX or any other statutory bodies on the company.
12. Market price data
The performance of the Company’s share price during the financial year ended 31 March 2022 against MSX Index is shown below:
The monthly high and low share price of the company during the financial year ended 31st March 2022 was as under:
13. Distribution of Shares
The share holding pattern as on 31 March 2022 is as given below:
| Distribution | No of Shareholders | % of Shareholders | No of Shares | %of No. of Shares | |
| 1 to 50,000 | 1,560 | 84% | 13,858,968 | 7% | |
| 50,001 to 100,000 | 112 | 6% | 8,424,542 | 4% | |
| 100,001 to 200,000 | 77 | 4% | 11,283,200 | 6% | |
| 200,001 to 500,000 | 51 | 3% | 15,469,267 | 8% | |
| 500,001 & Above | 47 | 3% | 150,964,023 | 75% | |
| Grand Total | 1,847 | 100% | 200,000,000 | 100% |
The Company does not have any foreign Global Depository Receipts (GDR) / American Depository Receipts (ADR) / Warrants or any other instrument of any type issued to public or institutional investors or any other class of investors.
14. Corporate Social Responsibility (CSR)
Al Anwar Investments SAOG is committed to support the society and environment. During the year, company has contributed OMR 15,040 to support the families affected by Hurricane Shaheen in North Al Batinah.
15. Professional profile of the statutory auditor
BDO LLC, the statutory auditors of the Company, have been operating in the Sultanate of Oman since 1976. BDO LLC is an independent and legally distinct member firm of BDO International Limited. BDO, one of the leading professional services firm, providing industry focused Assurance, Tax and Advisory services, has over 97,000 employees working in a global network of 1,728 offices situated in 167 countries and territories.
BDO LLC is accredited by the Capital Market Authority to audit publicly listed joint stock companies (SAOGs) in Oman. The fees for auditing the financial statements for the year ended March 31, 2022, and the report on compliance with the corporate governance law amounted to OMR 8,000.
16. Specific areas of non-compliance with the provisions of corporate governance and reasons
This report is prepared in compliance with the Code of Corporate Governance and covers all the items specified in Annexures 3 of code of Corporate Governance issued in July, 2015 and updated in December 2016.
17. Acknowledgement by Board of Directors
The Board of Directors is responsible for the preparation of the financial statements in accordance with the applicable standards and rules.
There are no material things that affect the continuation of the Company and its ability to continue its operations during the next financial year.
The Board of Directors, through the Audit Committee’s consideration of the results of the internal audit work and discussions with the external auditors, together with their examination of periodic management information and discussions with the management, have reviewed the operation of internal controls during the year ended 31 March 2022. The Board of Directors has concluded based on this those internal controls operated effectively throughout the year.
For Al Anwar Investments SAOG
Masoud Humaid Al Harthy Sultan Abdulredha Mustafa
Chairman Chairman Audit Committee