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 (AIC), 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 InvestmentsSAOGapplies 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.
Shareholders in the EGM held on 3rd January 2021 has changed the status of the company from “Holding” company to “Investment” company.
2. Composition of the Board of Directors
During the year ended 31st March 2021, 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 24th June 2018 for a term of 3 years. At 31st March 2021, the Board consisted as follows:
|Director||Position||Independent /Non-Independent||Mode of Representation|
|Brig. (Rtd.)Masoud HumaidAl Harthy||Chairman||Non Independent||Himself – Shareholder|
|Mr. Shabir Moosa Al Yousef||Deputy Chairman||Non Independent||Himself – Shareholder|
|Mr. Abdulredha Mustafa Sultan||Director||Non Independent||Himself – Shareholder|
|Sheikh Mohamed Abdullah Al Rawas||Director||Independent||Himself – Non-shareholder|
|Mr. Nasser Said Al Hadi||Director||Independent||Himself – Shareholder|
|Mr. Michael Hansen||Director||Non Independent||Al Khonji Invest LLC|
|Mr. Girish M Ramakrishnan||Director||Non Independent||Himself – Non-shareholder|
3. Meetings of the Board
The Board met fivetimes during the year. The meetings were held on 4thJune 2020, 28thJuly2020, 11stNovember2020, 13thJanuary 2021 and 11th February 2021.
|Sr. No.||Name of the Director||Position||AGM held on 30.06.20||EGM held on 02.07.20||EGM held on 03.01.21||No of Meetings attended||Number of directorships in other listed companies|
|1||Brig. (Rtd.) Masoud Humaid Al Harthy||Chairman||Yes||Yes||Yes||5||–||–||2|
|2||Mr. Shabir Moosa Al Yousef||Dy. Chairman& Chairman NREC||Yes||Yes||Yes||5||8||–||3|
|3||Mr. Nasser Said Al Hadi||Director and Chairman AC||Yes||Yes||Yes||5||–||4||0|
|4||Mr. Abdulredha Mustafa Sultan||Director||Yes||Yes||Yes||5||–||4||3|
|5||Sheikh Mohamed Abdullah Al Rawas||Director||–||–||–||4||6||4||1|
|6||Mr. Girish M Ramakrishnan||Director||–||–||Yes||3||4||–||–|
|7||Mr. Michael Hansen||Director||–||–||Yes||4||5||–||–|
|8||H.E. Qais Mohamed Al Yousef||Dy. Chairman& Chairman NREC (Part)||Yes||Yes||–||Yes||–||–||–|
|9||Mr. Qaboos Abdullah Al Khonji||Director (Part)||–||–||–||–||–||–||–|
The Meeting attendance fees paid to the members for each meeting attended is as follows:
i. Chairman – OMR 1,750, (ii) Deputy Chairman – OMR 1,200, (iii) Other Members – OMR 1,100
ii. Fincorp Investments LLC has nominated their representative, Mr. Girish M Ramakrishnan as Board member of Al Anwar Investments SAOG in place of H.E. Qais Musa Al Yousef who resigned on 19th August 2020 after his appointment as Minister of Commerce, Industry and Investment Promotion.
iii. Al Khonji Invest LLC has changed its representative Mr. Qaboos Abdullah Al Khonji on the board of Al Anwar Investments SAOG with Mr. Michael Hansen on 9th June 2020. Mr. Qaboos was reappointed as representative of Al Khonji Invest LLCas on 7thApril 2021.
4. Board Committees:
The Nomination, Remuneration & Executive Committee (NR & EC)
NR & EC is a sub-committee of the Board consists of following four directors:
Mr. Shabir Moosa Al Yousef Chairman / Member
Sheikh. Mohamed Abdullah Al Rawas Member
Mr. Michael Hansen Member (Part of the year)
Mr. Girish M Ramakrishnan Member(Part of the year)
H.E. Qais Mohamed Al Yousef Chairman(Part of the year)
Mr. Qaboos Abdullah Al Khonji 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 eight times during the year on 23thApril2020, 11th May 2020, 03rdJune 2020, 28thJuly 2020, 2nd September 2020, 11th&29thNovember2020,8th February 2021 and 3rd March 2021.
The Meeting attendance fees paid to the members for each meeting attended was OMR 650 for Chairman and OMR 550 for Members.
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. Nasser Said Al Hadi Chairman
Mr. Abdulredha Mustafa Sultan Member
Sheikh Mohamed Abdullah Al Rawas Member
The Audit Committee is constituted in accordance with the provision of the Corporate Governance requirement. Audit Committee Chairman is an Independent Director and 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 four times during the year on 2ndJune 2020, 25thJuly 2020, 10th November 2020 and 9th February 2021.
The Code requires that the Board of Directors performance is appraised impartially and independently by a third party appointed by the AGM in accordance with a benchmark and standards set by the Board or the general meeting. The AGM held on 30th June 2020 approved the appointment of an independent third-party, Crowe Mak Ghazali, as per the evaluation framework parameters. The appointed consultants carried out the evaluation exercise during the year and presented a report with recommendations and concluded that “the large majority of the approved appraisal benchmark and standards are assessed positively”.
6. 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 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 beingBoard member in several other Companies including Oman Chlorine SAOG.
Mr. Shabir MoosaAl Yousef
He Holds a Master of Research in Economics from University of Essex (UK), MBA in Finance from University of Lincolnshire & Humberside (U.K), Master of Science from Colorado School of Mines (U.S.A), and Bachelor’s Degree in Electronics and Communications from Sultan Qaboos University.
Previously, he held many senior positions such as Chief Executive Officer of Oman Investment & Finance Co. SAOG, General Manager of Damac Holding in 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).
He is currently Vice Chairman of Arabia Falcon Insurance Company SAOG and a member of the Board of Directors of Al Maha Ceramics SAOG, Oman Chlorine SAOG, and Cactus Premier Excavation Services Company SAOC. He is also a member of the Tender Board in the Sultanate of Oman.
During his career, he was also Board member of Bank Sohar SAOG, Financial Corporation Co. SAOG, and Chairman of National Aluminum Products Company SAOG.
Mr. Abdulredha Mustafa Sultan
He holds a Bachelor Degree in Commerce majoring in Finance from San Diego State University, USA. He is Chairman of Voltamp Transformers Oman SAOC, Deputy Chairman of Al Jazeera Services Co. SAOG, Deputy Chairman of Al Maha Ceramics Co. SAOG and Board member of Voltamp Energy SAOG, Almondz Global Securities Limited (India) and Fisheries Development Oman SAOC (FDO). He is Managing Director in Mustafa Sultan Enterprises LLC. He is a member of the Young Presidents’ Organisation. He is also the Honorary Consul of Finland in Oman.
Sheikh Mohamed Abdullah Said Al Rawas
He holds the honorary doctorate in business administration from the University of Luton in December 2005. He is the first person in Asia and the Middle East to get this doctorate from this prestigious University for his efforts in the higher education in the Sultanate of Oman, during his chairmanship of the Presidency of the Majan College University. He holds Bachelor of business administration (finance and investment – Faculty of Commerce, Cairo University). He is also a board member in several companies including Oman Aviation Services Company SAOC and Oman & Emirates Investment Holding Company SAOG.
Mr. Nasser Said Al Hadi
He has over 23 years of experience in business and finance. He has worked with different banks and many prestigious investment companies in senior management position. He is currently the CEO of the National Skill Company. He has co-founded several companies in Oman and is a board member at these companies. He had participated in many international conferences related to investment and capital markets.
Mr. Michael Hansen
A graduate in Management Science from England’s Aston University Business School, Birmingham in 1981. He obtained his professional business qualifications as a Chartered Management Accountant and as a Chartered Marketer. He has experience in many business sectors embracing manufacturing, automotive, retail, real estate, and services. He is currently the CEO of Al Khonji Holding Group.
Mr. Girish M Ramakrishnan
He holds Masters in Business Administration (specialized in Finance and Human Resources) from Anna University, India. He has obtained his professional business qualification as a Certified Management Accountant (CMA – US). He has experience in investment banking, corporate financial management, international financial markets, wealth management, auditing and financial planning and analysis. He has joined Al Yousef Group in 2009 and is currently working as the Finance and Investment Manager of Al Yousef Group.
7. Process of nomination of the Directors
The company follows the provisions of the Commercial Companies Law and Capital Market Authority Law & Regulations in respect of nomination of the members of the Board of Directors.
The members of the management of the company are appointed with proper contracts clearly defining the terms of reference.
9. Brief profile of top management personnel with executive powers
Khalid M Ansari, Chief Executive Officer
Khalid M Ansari, is a Fellow Member of the Institute of Chartered Accountants in England and Wales. He started his career in KPMG in England in 1980. He moved to KPMG office in Oman (previously known as Peat Marwick Mitchell &Co.) in 1986 and left the firm on 30 September 2018. He was the Partner in Charge of the firm. Khalid has developed extensive business experience in Oman over the last 35 years. He has been advising and assisting public listed & private Companies and Government entities in implementing numerous projects, some of which are of national importance. He has also developed strategies for a large number of companies.
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 leading private bank in India as Chief Manager, Internal Audit. He has extensive experience in the Internal Audit of Banking and Finance sector.
Mubarak Al Ghazali,Manager – Administration & Compliance
Mubarak Al Ghazali has 24 years’experience in Insurance, management, HR, administration and compliance. He has been working in Al Anwar Investments SAOG since 2005. Mubarak holds General Diploma certificate and a certificate in Human Resource Management. He attended several training courses, workshops and conferences in various fields like Human Resource, Executive Management skills and Effective Leadership. He also attended many workshops organized by Muscat Securities Market and Capital Market Authority and other government bodies.
Ahmed Ibrahim, Assistant Finance Manager
Ahmed Ibrahim is Bachelor of Commerce from Zaqaziq University, Egypt. He has more than Nineteen years of experience in industries such as Advertising, Detergent manufacture and Investment companies. His core expertise is to monitor and manage financials operations of companies.
10. 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 Securities Market (MSM).
- 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 MSM 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.
11. Remuneration matters
- The meeting attendance fee was paid as per the remuneration fixed by the Board. A total of OMR61,900(FY 2019-20: OMR50,000/-) was paid to Directors for meetings attended during the period 1st April ’20to 31st March 2021.
- A sum of OMRNIL(FY 2019-20: OMR 840) 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 qualification, expertise and efficiency of the executives. The total remuneration of the top five employees for Financial Year 2020-21 was OMR194,669(The top five forFY 2019-20: OMR248,000).
- The Board did Notre commend any Directors’ remuneration for the year 2020-21. (FY 2019-20: OMRNIL).
12. Details of non-compliance by the company
No penalties have been imposed by CMA or MSM or any other statutory bodies on the company.
13. Market price data
The performance of the Company’s share price during the financial year ended 31st March 2021against MSX Index is shown below:
The monthly high and low share price of the company during the financial year ended 31st March 2021 was as under:
14. Distribution of Shares
The share holding pattern as on 31stMarch 2021 isas given below:
|Distribution||No of Shareholders||% age of Shareholders||No of Shares||%age of No. of Shares|
|1 to 50,000||1,559||83%||13,575,886||7%|
|50,001 to 100,000||122||7%||9,535,378||5%|
|100,001 to 200,000||82||4%||12,164,463||6%|
|200,001 to 500,000||56||3%||17,781,638||9%|
|500,001 & Above||49||3%||146,942,635||73%|
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.
15. Corporate Social Responsibility (CSR)
Al Anwar Investments SAOG is committed to support the society and environment. During 2020-21, Al Anwar has extended its support to Ministry of Health and Oman Chamber of Commerce to fight against COVID 19 epidemic in Oman.Over the years, Al Anwar has also supporteda broad range of other charitable organizations as well as programs and events that have helped improve the lives of the disabled, orphans and the underprivileged across the Sultanate. During the year company has paid OMR 5,500 to Ministry of Health (MoH) and OMR 17,000 to Oman Chamber of Commerce & Industry (OCCI) as approved by the shareholders in the AGM dated 30th June 2020.
16. Professional profile of the statutory auditor
EY is a global leader in assurance, tax, transaction and advisory services. EY is committed to doing its part in building a better working world. The insights and quality services which EY delivers help build trust and confidence in the capital markets and in economies the world over.
The MENA practice of EY has been operating in the region since 1923 and employs over 7,000 professionals. EY has been operating in Oman since 1974 and is a leading professional services firm in the country. EY MENA forms part of EY’s EMEIA practice, with over 4,720 partners and approximately 127,444 professionals. Globally, EY operates in more than 150 countries and employs 334,012 professionals in 700 offices. Please visit ey.com for more information about EY.
Audit of financial statements for the year ended 31 March 2021 and compliance with Code of Corporate Governance RO. 9,500
EY has completed 4 years as statutory auditors of AIC and in accordance with the CMA regulation will rotated out.
17. 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 Annexures3 of code of Corporate Governance issued in July, 2015 and updated in December, 2016.
18. 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 effect 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 31stMarch 2021. The Board of Directors has concluded based on this that internal controls operated effectively throughout the year.
For Al Anwar Investments SAOG
Masoud Humaid Al Harthy Nasser Said Al Hadi
Chairman Chairman Audit Committee