Corporate Governance

Alba’s Board of Directors are renumerated fairly and responsibly for fulfilling the duties of the Board and its Committees.

For 2021, Remuneration Fees were BD420,000 [BD60,000 for the Chairman and BD40,000 per Director] excluding Sitting Fees (BD72,000) and Attendance Fees (BD1,000 per Director per meeting) of BD103,000. In total, the aggregate amount for 2021 was BD595,000 in addition to Expense Allowances of BD14,100 [refer to Note 27 in Alba’s Consolidated Financial Statements of 2022].

For 2022, Attendance Fees (BD1,000 per Director per meeting) and Allowance Fees* were paid to the Directors for attending the Board and Committees during 2022. Sitting fees of BD72,000 for 2022 (part of Total Allowance for Attending Board and Committee Meetings) were paid after the Board’s meeting on 02 February 2023 (to refer to the below table for the full breakdown of 2022 Remunerations).

The proposed Remuneration Fees for 2022 will be paid post the AGM which is scheduled to be held on 26 February 2023 and subject to the shareholders’ approvals.

* as per Policy for the Board Directors and Board Committee Members' remuneration Fees, Attendence Fees and Per Diem Allowance)

Meetings of the Company’s Board of Directors are held at least quarterly or more frequently as deemed necessary. There were 5 Board Meetings in 2022 which were held on 10 February, 12 May, 11 August, 28 September, and 10 November. Board meetings in Q1 and Q2 of 2022 (2 meetings) were held virtually via Microsoft Teams while meetings in Q3 and Q4 of 2022 (3 meetings) were held via Microsoft Teams and in-person.

Pursuant to Chapter 2 -- Corporate Governance Principles, Section One, Principle 1: the Company Shall be Headed by an Effective, Qualified and Expert Board -- in the Corporate Governance Code 2018, the Chairman of the Board responsibilities include but not limited to:

• Representing Alba before others;
• Ensuring that the directors have access to complete and accurate info in a timely manner;
• Ensuring that the Board discussed all info as stated in the agendas for each meeting;
• Encouraging effective communication between Alba’s shareholders and BoD;
• Encouraging all directors to effectively exercise their roles in the best interest of Alba; and
• Preparing agendas for the Board meetings and General Assembly meetings (AGM and EGM).

Pursuant to Chapter 2 -- Corporate Governance Principles, Section One, Principle 1: the Company Shall be Headed by an Effective, Qualified and Expert Board -- in the Corporate Governance Code 2018 and in addition to Alba’s Memorandum and Articles of Association of the Company (the “Articles”), the Board’s duties include but not limited to:

• Setting and monitoring the overall business strategy and business plan for the Company;
• Ensuring that the operations run smoothly to achieve the company’s objectives and that they do not conflict with the applicable Laws and Regulations;
• Preparing financial statements which accurately disclose the Company’s financial position;
• Monitoring management performance;
• Convening and preparing the agenda for shareholders’ meetings;
• Monitoring conflicts of interest and preventing abusive related-party transactions;
• Assuring equitable treatment of shareholders including minority shareholders;
• Exercising all powers and performing necessary acts for the management of the Company in conformity with its objectives, within the bounds of the Law, the Articles of Association, and resolutions of the General Meetings;
• Establishing key Company policies;
• Determining the remuneration for Directors, subject to the approval of the shareholders’ Annual General Meeting, taking into consideration the provision of Article 188 of the Commercial Companies’ Law;
• Setting the Management structure; appointing or removing key/senior executives and employees, determining their duties, setting their remuneration and incentive programmes, (ensuring that these are aligned with the long-terms interests of the Company and shareholders), and overseeing succession planning;
• Forming Executive, Audit and other Committees, appointing their members and specifying their powers, as well as ensuring a formal board nomination and election process;
• Ensuring the integrity of the Company’s accounting and financial reporting systems, and that appropriate systems of control are in place, particularly for risk management, financial and operational control as well as compliance with the law and relevant standards; and
• Approving matters reserved to the Board in the ‘Levels of Authority’ document reviewed by the Board from time to time.

The Levels of Authority (LOA) summarises areas relating to strategies, long-term commitments, and policies where approval of the Board is necessary. These include:

• Investment and expansion projects above monetary thresholds in accordance with capital expenditure policy approved by the Board and as set out in the LOA;
• Sales and purchase contracts (materials and services) greater than 5-years and, in some instances, above certain monetary thresholds and contract quantities;
• Equity and dividend related recommendations for Shareholders’ approval;
• Recommendation of acquisitions, mergers, diversification, divestment, expansions and other business combination related decisions for Shareholders’ approval;
• Strategic hedging strategies;
• Cumulative short-term borrowing limits;
• Annual plan and operating plan; and
• Key policies, such as the Levels of Authority (LoA), Code of Conduct, Tender Policy, Risk Management Policy, Capital Expenditure Policy and key HR Policies.

One Board Director holds Alba ordinary shares; there has not been any change in his shareholding status: Mutlaq H. Al Morished’s Shareholding as at:

Three Directors (Shaikh Isa bin Khalid Al Khalifa, Ahmed AlDuriaan and Iyad Al Garawi), who have been appointed in March 2020, visited Alba Campus on 30 November 2021 as part of their induction to get an up-close and personal tour around different areas of the smelter, including Calciner and Marine, Reduction Lines 5 & 6, Casthouse 4, Power Station 3 as well as HRH Princess Sabeeka Oasis.

The Company shall be administered by a Board of Directors consisting of 10 (ten) Directors to be appointed and/ or elected in accordance with the provisions of the Articles of Association and Article 175 of the Commercial Companies’ Law of the Kingdom of Bahrain (the “Law”). As per Article 24.5 of Alba’s Articles of Association, the members of the Board of Directors shall be elected for 3-year renewable term.

• Bahrain Mumtalakat Holding Company B.S.C. © (Mumtalakat) with 69.38% share in Alba is entitled to appoint six directors. Sabic Industrial Investments Company (SIIC) with 20.62% share in Alba is entitled to appoint two directors. These appointments took place at the Annual General Meeting held on 08 March 2020.
• As per the principles of the 2018 Corporate Governance Code and in line with Alba’s Article of Association # 26, one director was appointed at the General Meeting representing Sabic Industrial Investments Company (SIIC). With the approval of the Shareholders, at the Extraordinary General Meeting held on 10 June 2015, one director was elected as an independent board director representing the 10% public listed shares. He was re-elected at the Annual General Meeting held on 21 March 2017 and thereafter on 08 March 2020

The recent term begun on 08 March 2020 and the new term will be effective after the AGM (26 February 2023).

The membership of the Directors concludes upon the expiry of the term upon which the Director will be subject to reelection. The termination of directorship can also take effect if any Director is in breach of the conditions set out in Article 27 of the Alba’s Articles of Association.

In line with Chapter Two: Section One: Principle Eight of the Code, the Board and its Committees conduct an annual performance assessment (including individual evaluation) to determine whether the Board, its Committees and its Directors are capable of providing high level of judgement. For the year-ended 2022, all Directors have completed the Board and Committees’ questionnaires.