CEO Message

Corporate Governance

Board Of Directors
Executive Management

KHALID AL RUMAIHI

Chairman of the Board of Directors of Aluminium Bahrain B.S.C. (Alba)
Chairman of the Board Executive & ESG Committee Chairman of the Nomination, Remuneration and Corporate Governance Committee

Non-Executive /Non-Independent Member since October 2023

EXPERIENCE

  • Currently, the Executive Chairman of Amriya Group since May 2023.
  • Currently, a Board member of Mumtalakat since 2015, the McLaren Group since 2019, the Bahrain Economic Development since 2014, and Bapco Energies since 2019.
  • Currently, a member of the Advisory Board of Harvard Business vSchool Middle East and North Africa since 2021.
  • Former Chief Executive Officer of Mumtalakat (2019-2023).
  • Former Chief Executive Officer of Bahrain Economic Development (2015-2019).
  • Former Managing Director of Investcorp (2002-2012).
  • Former Head of Private Client Group at JP Morgan (1993-2002).
  • Former Chairman of Bahrain Real Estate Investment Company (2017-2023), Bahrain Development Bank (2016-2022), and Bahrain Airport Company (2011-2015). He also held Board positions at the National Bank of Bahrain, Gulf Air and Securities Investment Company.

qualification

  • Master in Public Policy specializing in Economic Development from Harvard University, US.
  • Bachelor of Science in Foreign Service from Georgetown University, US.

SH. ISA BIN KHALID AL KHALIFA

Member of the Board of Directors of Aluminium Bahrain B.S.C. (Alba)
Chairman of the Board Audit Committee
Non-Executive / Independent Member since March 2020

EXPERIENCE

  • Founder and Managing Director of Seaspring W.L.L., a Bahrainbased international investment consultancy firm with a strategic focus on bringing distinct investment solutions from various sectors including, but not limited to healthcare, biotech, technology, and cybersecurity to the Gulf region.
  • Oversaw the growth equity financing of Biotricity Inc., a leading remote cardiac telemetry company based in Redwood City, California, and My Next Health which is a genomic-based AI and quantum platform healthcare company in Toronto, Ontario.
  • Prior to establishing Seaspring W.L.L., he was a private equity associate with Oasis Capital Bank B.S.C.© in Bahrain where he helped raise over US$245 million in paid up capital and set-up a clean tech-focused fund.
  • Formerly an Assistant Manager of the Corporate Banking & Finance at Citigroup Inc. where he played a key role

qualification

  • Master of Science in Global Financial Analysis from Bentley University, Waltham, MA.

OMAR AL AMOUDI

Member of the Board of Directors of Aluminium Bahrain B.S.C. (Alba)
Member of the Board Executive & ESG Committee
Non-Executive / Non-Independent Member since March 2019

EXPERIENCE

  • Chairman of the Board of Directors of PETROKEMYA since 2023.
  • Chairman of the Board of Directors of HADEED since 2021.
  • Chairman of TATWEER Building Company since 2023.
  • Former Executive Vice President, SABIC Global Engineering & Project Management (2016).
  • Former Executive Vice President, SABIC Shared Services (2013).
  • Former Chairman of the Board of Directors of SPECIALTY CHEM, Gas & Arrazi and Saudi Kayan.
  • Former Board Member of SHARQ, PETROKEMYA, IBN RUSHD, SADAF, Ibn Sina and MARAFIQ.
  • Former Board Member of Gulf Coast Growth Ventures.
  • Former President of PETROKEMYA and Ibn Zahr (2006 – 2013).

qualification

  • Bachelor of Science in Chemical Engineering from the King Fahd University of Petroleum and Minerals (KFUPM), Saudi Arabia.
  • Masters in Chemical Engineering from Drexel University, USA.

AHMED ALDURIAAN

Member of the Board of Directors of Aluminium Bahrain B.S.C. (Alba)
Member of the Nomination, Remuneration and Corporate Governance Committee
Non-Executive / Non-Independent Member since March 2020

EXPERIENCE

  • Currently, General Manager of Divestment at Merger & Acquisition unit at SABIC since September 2023 & Executive General Manager of SABIC Industrial Investment.
  • He is also the Executive General Manager of SABIC Investment Company since July 2018.
  • Currently, Board Member of Ma’aden Phosphate Company (MPC) since January 2023.
  • Currently, Chairman of HADEED Board Audit Committee since October 2019.
  • Currently, Board Member of Gulf Aluminium Rolling Mill Company B.S.C. (c) (GARMCO) since March 2016.
  • Currently, Executive General Manager of SABIC Investment Company since July 2018.
  • Formerly, Board Member of HADEED from June 2017 till June 2021.
  • Prior to his current role, he was Director of Mergers & Acquisitions Execution Department in SABIC and Board member of SABIC Polymer in Turkey from 2007-2011.

qualification

  • Bachelor’s in Mining Engineering from King AbdulAziz University, Kingdom of Saudi Arabia.

TIM MURRAY

Member of the Board of Directors of Aluminium Bahrain B.S.C. (Alba)
Member of the Board Executive & ESG Committee
Non-Executive / Independent Member since March 2020

EXPERIENCE

  • CEO of Cardinal Virtues Consulting Inc. with over 20 years of executive leadership experience.
  • Recently published his first book “CEO Words of Wisdom (WoWs)”. The WoWs deliver practical life lessons to help you survive and thrive in the Post COVID world.
  • Spent 12 years with Aluminium Bahrain B.S.C. (Alba) where he was since 2012 till August 2019. During his tenure at Alba, he was also Chief Financial Officer, Chief Marketing Officer, Chief Supply Chain Officer and General Manager of Finance.
  • Played an instrumental role in the US$3 billion Line 6 Expansion Project, which was commissioned on-time and significantly under budget.
  • An expert in Safety Management and played a key role in the transformation of Alba’s Safety culture.
  • 10 years with ARC Automotive Inc. where in his last role, he was Vice President and Chief Financial Officer.
  • Key role in the building of greenfield manufacturing facilities in both Mexico and China.
  • Tim is an avid reader and an Adjunct Professor at Susquehanna University teaching classes on the impact of CEO leadership.

qualification

  • MBA from Vanderbilt University, USA
  • Degree in Accounting from Susquehanna University, USA.
  • A member of the American Institute of CPAs.

ROSELYNE RENEL

Member of the Board of Directors of Aluminium Bahrain B.S.C. (Alba)
Member of the Board Audit Committee
Non-Executive / Independent Member since February 2023

EXPERIENCE

  • Currently, she is the Group Chief Credit Officer at Lloyds Banking Group (LBG) since 2020 overseeing credit risk globally.
  • Formerly at Standard Chartered Bank (SCB) for 6 years where she was the Group Chief Credit Officer and led the SCB Enterprise Risk Management (ERM) Function.
  • Formerly the Chief Risk Officer at the Standard Bank of South Africa for 2.5 years for the Corporate and Investment Banking division.
  • Formerly the Chief Credit Officer for Emerging Markets, Global Markets and Global Banking at Deutsche Bank for over 16 years.

qualification

  • Senior Executive Advanced Management Program – University of Columbia, USA.
  • Credit Graduate Program from JP Morgan.
  • Advanced Certification in Accounting and Bookkeeping from London Chamber of Commerce.

OMER SYED

Member of the Board of Directors of Aluminium Bahrain B.S.C. (Alba)
Member of the Nomination, Remuneration and Corporate Governance Committee
Non-Executive / Non-Independent Member since February 2023

EXPERIENCE

  • Currently, the Chief Investment Officer at Mumtalakat since 2021.
  • Formerly, Senior Vice President at DICO Group focused on the Group’s Private Equity investments (January 2020 – January 2021).
  • Raised, deployed and managed Abraaj Turkey Fund since its inception in 2015 and was previously evaluating regional opportunities for Abraaj across global emerging markets since 2007.
  • Started his Private Equity career in 2001 at American Capital with a major focus on US Private Equity across sectors. 
  • Began his career in Financial Services at Price Waterhouse Coopers (PwC) in 1998 focused on Audit and Business Advisory Services before moving to Transaction Services.
  • Currently, he serves on the Boards of McLaren Group, McLaren Racing, Gulf Cryo & ProDrive.

qualification

  • Masters in Accounting from Concordia University, Canada.
  • Bachelor of Science in Chemical Engineering with a minor in Management from McGill University, Canada.
  • A Chartered Accountant (CA) and Chartered Financial Accountant (CFA).
  • International Board / Corporate Governance Certification from INSEAD, France.

BRUCE COX

Member of the Board of Directors of Aluminium Bahrain B.S.C. (Alba)
Member of the Board Executive & ESG Committee
Non-Executive / Independent Member since February 2023

EXPERIENCE

  • Currently, on the Advisory Board for Ajlan & Bros Mining and Mineral Processing Investments since December 2021.
  • Currently, he serves as a Non-Executive Director and Chairman of the Audit Committee for Aurelia Metals (ASX listed company) since August 2022.
  • Former CFO of Rio Tinto Aluminium (2019-2020).
  • Former Managing Director of Pacific Operations for Rio Tinto Aluminium (2016-2018).
  • Former CEO Pacific Aluminium (2013-2016) and Managing Director of Rio Tinto Diamonds (2009-2013).
  • Former Chairman and Director of the Australian Aluminium Council (2013-2018).
  • Former Chairman and Director of Tomago Smelter (2013-2018).
  • Former Chairman of Queensland Alumina Refinery (2016- 2018) and a non-executive director of the listed company ER (2014-2016).

qualification

  • Bachelor of Commerce and Master of Business Administration from the University of Wollongong, Australia.
  • Graduate of the Australian Institute of Company Directors.

ALWALEED ALSENANI

Member of the Board of Directors of Aluminium Bahrain B.S.C. (Alba)
Member of the Board Audit Committee
Non-Executive / Non-Independent Member since February 2023

EXPERIENCE

  • Currently, the General Manager of Global Corporate Governance at SABIC since 2015, where he is responsible for enhancing the enterprise Corporate Governance framework, and its effective implementations.
  • Currently, he serves as Board member at the Algerian and Saudi Investment Company as well as Corporate Governance Center (owned by PIF).
  • Prior joining SABIC in 2015, AlWaleed had a long career in the Capital Market Authority (CMA) where he served in different leading governance positions, including Head of Risk Management Department and Head of Corporate Governance Department where he played a significant role in enhancing the compliance with the Corporate Governance Regulation.
  • In 2013, Alwaleed had worked as Governance Adviser at the OECD in France (seconded from CMA). He also represented Saudi Arabia in the OECD Corporate Governance Committee and participated in updating the OECD Principles of Corporate Governance (adopted by the G-20).
  • Alwaleed started his career at Prince Sultan University as a faculty member of Accounting from 2002 – 2009.

qualification

  • Master of Accounting from University of Melbourne, Australia.
  • Master of Commerce from University of Western Australia.
  • Bachelor of Accounting from King Saud University.
  • Completed a number of executive education programs at Harvard Business School, MIT Sloan, Wharton Business School, INSEAD and IMD.

HALA MUFEEZ

Member of the Board of Directors of Aluminium Bahrain B.S.C. (Alba)
Member of the Board Audit Committee
Non-Executive / Non-Independent Member since February 2023

EXPERIENCE

  • Chief Financial Officer at Bapco Upstream since October 2023 and responsible for overseeing the Finance, Supply Chain and Management Accounting functions. Mrs. Mufeez joined Bapco Upstream in 2010, leading the Finance function where her role focused on financial planning as well as analyzing the Company’s financial strengths and weaknesses.
  • Former Principal – Risk Management and Compliance Officer & Money Laundering Reporting Officer in First Investment Bank (2007-2010).
  • Former Senior Manager – Risk Management and Compliance Officer at Bahrain Islamic Bank (2005-2007).
  • Former Manager Planning Control at Bank of Bahrain and Kuwait (2000-2005).
  • Started her career at Ernst & Young by managing external audits across various industries (1996-2000).
  • Board member at Bapco Gas and Bapco Gas Expansion where she is also the Chairperson of the Audit Committee (2022 till date).

qualification

  • Bachelor of Science in Accounting from University of Bahrain.
  • Certified Public Account licensed in the State of Illinois, USA.

Board Composition

Directors’ Classification Based Upon Disclosures

Directors‘ Classification

Directors‘ Classification

Appointment of the Board of Directors, Election, Term and Orientation

Appointment of the Board of Directors, Election, Term and Orientation

As per Article 24 of Alba’s Articles of Association, Alba is administered by a Board of Directors consisting of 10 directors who are appointed and/or elected in accordance with Article 175 of the Commercial Companies Law for a 3-year renewable term. Alba’s recent Board term started on 26 February 2023 and will end in February 2026.

During the Annual General Meeting on 26 February 2023, Bahrain Mumtalakat Holding Co. B.S.C. (c) (Mumtalakat) appointed 6 Directors: Shaikh Daij bin Salman bin Daij Al Khalifa (retired on 08 October 2023), Shaikh Isa bin Khalid Al Khalifa, Mr. Tim Murray, Mrs. Roselyne Renel, Mr. Omar Syed, and Mr. Bruce Cox while Sabic Industrial Investments Co. (SIIC) appointed 2 Directors: Mr. Ahmed Al Duriaan & AlWaleed AlSenani. Mr. Omar Al Amoudi was also appointed at the General Meeting in line with Article 26 of Alba‘s Article of Association. In addition, Mrs. Hala Mufeez was elected during the Annual General Meeting [out of 16 candidates who have nominated themselves for the elected director membership as per the regulatory filing on 12 February 2023] by the shareholders to represent the 10% free float.

*To note: Alba announced the opening for the elected director candidacy on 12 January 2023 and the nomination process closed on 26 January 2023.

On 09 October 2023, Bahrain Mumtalakat Holding Co. B.S.C. (c) (Mumtalakat) appointed a new Chairman of the Board Mr. Khalid Omar Al Rumaihi to serve in the current Board term (until 2026) and subject to CBB and the shareholders’ approvals in the Annual General Meeting on 07 March 2024.

In line with the Corporate Governance Code: Principle 4 and HC High Level Control Volume 6 by CBB, an induction session was arranged on 21 March 2023 for the newly appointed and elected Directors for familiarization about Alba and its operations as well as the Corporate Governance in practice. In addition, all appointed/elected Directors have received a Handbook consisting of key policies and other contexts on the Directors’ responsibilities.

Termination of Directors
The membership of the Directors concludes upon the expiry of the current term (2026) upon which the Director will be subject to appointment or re-appointment as well as election or re-election. 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.

Performance Evaluation
In line with Chapter Two: Section One: Principle Eight of the Corporate Governance Code, the Board and its Committees conduct an annual performance assessment (including individual evaluation) to determine whether the Board, its Committees and its Directors can provide high level of judgement. For the year-ended 2023, all Directors have completed the Board and Committees’ questionnaires, and the outcomes were satisfactory.

In addition, the Board of Directors is of the opinion that the
qualifications represented in the Board matches the competencies
that the Board should possess collectively and individually.

Board Independency Evaluation
The Company conducts an independency evaluation on the members of the Board of Directors to determine their independency status during the year. This evaluation is done pursuant to the criteria set out in Appendix 1 of the Corporate Governance Code and is conducted in the fourth quarter of each year. The outcomes of the evaluation are disclosed to Central Bank of Bahrain via General Information Report.

Directors’ Remunerations, Sitting and Attendance Fees
The Board of Directors are remunerated fairly and responsibly for fulfilling the duties of the Board and its Committees. For 2022, Remuneration Fees were BD412,000 [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 BD107,000.  In total, the aggregate amount for 2022 was BD591,000 in addition to Expense Allowances of BD7,800 [refer to Note 27 in Alba’s Consolidated Financial Statements of 2022].

Attendance Fees

Attendance Fees

For 2023, Attendance Fees (BD1,000 per Director per meeting) and Allowance Fees* were paid to the Directors for attending the Board and Committee meetings during 2023. Sitting fees of BD70,800 for 2023 (part of Total Allowance for Attending Board and Committee Meetings) will be paid after the Board’s meeting on 14 February 2024 (to refer to the below table for the full breakdown of 2023 Remunerations).

The proposed Remuneration Fees for 2023 will be paid post the AGM which is scheduled to be held on 07 March 2024 and subject to the shareholders’ approvals.

Board Meetings in 2023

Board Meetings in 2023 [in-person and/or virtual attendance]
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 2023 which were held on 02 February, 04 May, 09 August, 28 September, and 08 November. Board meetings in Q1, Q2 and Q4 of 2023 (3 meetings) were held in person while meetings in Q3 of 2023 (2 meetings) were held via Microsoft Teams.

Chairman’s Duties & Responsibilities

Chairman’s Duties and Responsibilities
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 2022, the Chairman of the Board’s 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;
  • Preparing agendas for the Board meetings and General Assembly meetings (AGM and EGM); and
  • Holding meetings with non-executive and independent directors without the attendance of the executives to take their views on matters related to the company’s activity

Board’s Duties and Responsibilities

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 2022 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;
  • Reviewing and approving 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;
  • Setting and reviewing 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 and ESG, Audit and other Committees, appointing their members and specifying their powers, as well

Conflict of Interest
Alba empowers its Board members to uphold the highest standards of ethical conduct by emphasizing the absolute need for prompt disclosure of any conflicts of interest, whether stemming from the Board and Committees’ agenda items or external appointments, that could impair their judgment. Prior to every Board and Committee meeting, the members are notified of their obligation to disclose any potential conflicts of interest.

In 2023, the Board members set a strong example by actively declaring conflicts and abstaining from voting in relevant matters.

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.

Types of Materials Transactions Requiring Board’s Approvals

The Levels of Authority (LoA) summarizes 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 Operating Plan and Annual Marketing Plan; and
  • Key policies such as the Levels of Authority (LoA), Code of Conduct, Tender Policy, Risk Management Policy, Capital Expenditure Policy, Board and Committee Charters, and key HR Policies.

Details of Transactions with Related Parties

Details of Transactions with Related-Parties (Nature of
Relationship and Transaction Type)
Alba undertakes transactions with related parties as part of its ordinary course of business. As per the definitions by the International Accounting Standards (IAS) 14, the Company qualifies as a government related entity. The Company purchases gas and receive services from various government and semi-government

 

organizations and companies in the Kingdom of Bahrain. Other than the purchase of natural gas, other conducted transactions for the normal course of business are not considered to be individually significant in terms of size. Related party transactions of material nature are discussed by the Board and are as follows:

In addition, around 50% of the land housing Alba’s various facilities is licensed or leased to the Company by the Government of Bahrain or entities directly or indirectly owned/controlled by the Government of Bahrain. Further information can be found in Note 25 – Transactions with Related Parties in Alba’s Consolidated Financial Statements of 2023.

To note, all transactions with Related Parties and/or intra-company are done on arms’ length and audited by the Company’s External Auditors.

As per the Charter of the Board Audit Committee (last version was approved on 01 December 2021), the Directors are required to meet at least 4 times a year and/or when necessary. In 2023, the Board Audit Committee met 5 times on 01 February, 03 May, 08 August, 26 September, and 07 November. BAC meetings in Q1, Q2 and Q3 of 2023 (4 meetings) were held via Microsoft Teams while the meeting in Q4 of 2023 was held in person.

The Board Audit Committee

The Board Audit Committee
The Board Audit Committee is responsible to review financial reporting, internal controls, and legal adherence in addition to recommending and overseeing the external audit process.

The Board Audit Committee comprises four Directors all of whom are non-executive and half of them are independent. The Board Audit Committee (BAC) consists of: Shaikh Isa bin Khalid Al Khalifa (the Chairman of BAC who is independent), Mrs. Roselyne Renel (independent), Mrs. Hala Mufeez (non-independent), Mr. AlWaleed AlSenani (non-independent). To note, Mrs. Suha Karzoon, Mr. Iyad Al Garawi, and Mr. Yousif A. Taqi (former members of the BAC) retired from Alba’s Board at the expiry of the term on 25 February 2023.

External Auditors

External Auditors
Auditor’s Profile & Overview of its Professional Performance
Ernst & Young has been appointed as External Auditors for 2023 further to Alba shareholders’ approval during the Annual General Meeting which was held on 26 February 2023 [as per Section 10 – Principle, 10 First E of the Code: an external auditor shall be appointed for a term of one financial year, to be renewed for similar periods not exceeding five (5) consecutive financial years].

EY has been in Bahrain since 1928, making it the oldest and most prominent professional service firm operating in Bahrain for more than 90 years. With around 350 employees and 12 partners in Bahrain, Ernst & Young aligned its service offerings to better understand market needs and service client requirements.

Fees & Charges for the Audit and Services Provided in 2023

Fees & Charges for the Audit and/or Services Provided in 2023

The Nomination, Remuneration and Corporate Governance Committee (NRCGC)

The Nomination, Remuneration and Corporate Governance
Committee (NRCGC)
The responsibilities of the Nomination, Remuneration and Corporate Governance Committee revolve around three core areas: – Board Nominations/Appointments: ensuring independence, qualifications, and diversity of board members in compliance with regulations; – Compensation: establishing and overseeing fair and responsible compensation packages for C-suite levels in addition to directors’ remuneration; – Corporate Governance: monitoring compliance with legal and ethical standards.

The Nomination, Remuneration and Corporate Governance Committee comprises three Directors – all of whom are non-independent and non-executive Directors. The NRCGC consists of Mr. Khalid Al Rumaihi (who chairs this Committee) and two other Directors Mr. Omar Syed and Mr. Ahmed Al Duriaan.

To note, Mrs. Rasha Sabkar (a former member of this Committee) retired from Alba’s Board at the expiry of the term on 25 February 2023; in addition, Shaikh Daij bin Salman bin Daij Al Khalifa (the former Chairman of the Board) retired from Alba’s Board on 08 October 2023.

As per the Charter of the Nomination, Remuneration & Corporate Governance Committee (last version was approved on 10 June 2020), the Directors are required to meet at least 4 times a year and/or when necessary. In 2023, the Nomination, Remuneration & Corporate Governance Committee met 4 times on 26 January, 01 May, 24 September, and 01 November. NRCGC meetings in Q1, Q2, Q3 and Q4 of 2023 (4 meetings) were held via Microsoft Teams.

The Board Executive and ESG Committee

The Board Executive and ESG Committee
The Board Executive and ESG Committee acts as the Board’s strategic compass, guiding long-term and mid-term planning, vetting projects, and optimizing resources. It also ensures efficient execution with strong governance and ESG principles while aligning with the Kingdom of Bahrain’s Net Zero Emissions by 2060.

The Board Executive and ESG Committee comprises four Directors – half of whom are independent, and all are non-executive Directors. The Board Executive and ESG Committee consists of Mr. Khalid Al Rumaihi (who chairs this Committee and is non-independent) and three other Directors Mr. Omar Al Amoudi (non-independent), Mr. Tim Murray (independent) and Mr. Bruce Cox (independent). To note, Mr. Mutlaq Al Morished (a former member of this Committee)

retired from Alba’s Board at the expiry of the term on 25 February 2023; in addition, Shaikh Daij bin Salman bin Daij Al Khalifa (the former Chairman of the Board) retired from Alba’s Board on 08 October 2023. As per the Charter of the Board Executive and ESG Committee (last version was approved on 28 September 2022), the Directors are required to meet at least 4 times a year and/or when necessary. In 2023, the Board Executive Committee met 4 times on 30 January, 02 May, 25 September, and 05 November. The Executive and ESG Committee meetings in Q1, Q2, Q3 and Q4 of 2023 (4 meetings) were held via Microsoft Teams.

Corporate Governance Officer’s Details

Corporate Governance Officer’s Details
Effective September 1, 2018, Ms. Eline Hilal assumed the role of
Corporate Governance Officer for Aluminium Bahrain B.S.C. (Alba).
Below are the contact details:
Office No.: +973 1783 5100
Mobile No.: +973 39907255
Email address: eline.hilal@alba.com.bh

The process starts in the decentralized teams within each of the Executive Management areas who is extensively knowledgeable of the risks within their areas of responsibility. They systematically identify, quantify, respond to and monitor risks at process and departmental level. With this decentralization, teams are placed to mitigate Alba’s risk exposure in the first instance. Based on understanding the business and its objectives, the risks are categorized into four areas: (1) Strategic (2) Operations (3) Compliance (4) Financial.

Different risk treatment options are utilized by the risk owners to ensure that risks are managed within the business context, business objectives, performance  targets, and the Company’s risk appetite.

Our risk processes are continuously updated and adapted to match internal and external requirements. While, the Board of Directors has the overall responsibility to ensure that Alba has implemented necessary procedures for risk management, the oversight of compliance within the established Enterprise Risk Management Framework is delegated to the Board Audit Committee.

Risk Management

Risk Management
Alba Enterprise risk management enables the Board and the Management to effectively deal with uncertainty across the organization. It enhances value by maximizing opportunities, and minimizing the consequences and likelihood of threats, ensuring that risks are kept within an acceptable level across the entity. Risk management is a central part of Alba’s governance process and management system.

  • The Company operates in an industry that gives potential rise to health, safety, security and environmental risks: fire, equipment breakdown, attack on the physical or IT infrastructure, civil strike or unrest, or loss of gas, power or other utilities which may result in loss of operational capability or shutdowns for significant periods; hence, resulting in a significant adverse impact on the Company’s operations and financial condition.
  • The loss of either of the Company’s three largest customers, or its inability to recover the receivables’ dues from one of them, may have a material adverse effect on its financial condition and prospects.
  • The Company relies on third-party suppliers for certain raw materials, and any disruption in its supply chain or failure to renew these contracts at competitive prices may have an adverse impact on the Company’s financial condition, operations, and outlook.
  • The Company’s competitive position in the global aluminium industry is dependent on continued access to uninterrupted natural gas supply. Further increase in the price of natural gas, or interruption in its supply, could have a material adverse effect on the Company’s business, financial condition, operations, and outlook.
  • The Company’s business may be affected by shortages of skilled employees (including management), labour cost inflation and increased rates of attrition.
  • The Company depends on the provision of uninterrupted transportation of raw materials and finished products across significant distances. Interruption of these activities could have a material adverse impact on the Company especially as prices for shipping/transportation services (particularly for sea transport) have increased over more than a year.
  • The Company has interest rate hedging contracts in connection to its c.US$847.677 million Syndicated Commercial Loan that is exposed to periodic mark-to-market evaluation.
  • The Company is exposed to foreign currency fluctuations which may affect its financial condition.
  • There is a high level of competition in the GCC aluminium market, and the Company may lose its market share in the GCC as its peers increase their production levels.
  • The Company does not insure against certain risks, and some of its insurance coverage may be insufficient to cover actual losses incurred.
  • Changes in laws or regulations, or a failure to comply with any laws or regulations, may adversely affect the Company’s business operations.

Risk Reporting & Assessment
Our corporate risk profile provides a consolidated picture of our risk exposure by detailing each risk, risk category and type, as well as level of inherent and residual risks. Our reporting process defines six risk dashboards to include Operational, Financial (Liquidity/Credit/ Covenants), Market/Commodity, Cybersecurity, Compliance, and ESG. The risk descriptions provide details of the event, its status, threshold and an assessment of its likelihood and potential impact. Post discussion with the Executive Management, the Head of Risk consolidates the main risks in a two-dimensional risk ‘heat map’ which is reviewed by the Board Audit Committee on a quarterly basis and if any material updates occur on an ad hoc basis, after which it is shared with the Board of Directors.

Principal Risks and Uncertainties Faced by Alba
The following risks must be carefully considered as their occurrence could have a material/ adverse impact on Alba’s business operations, financial condition, and could ultimately result in a decline in the Alba’s share price. Our processes of governance, control and risk management identify and provide responses to key risks through rigorous internal controls. Any failure of these systems could lead to the occurrence, or re-occurrence, of any of the risks described below:

  • The cyclical nature of the Company has historically meant that there is significant Aluminium price and demand volatility as well as a relative overproduction/surplus in the industry. The Company has no control over several factors that would affect the price of Aluminium.

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Aluminum Bahrain B.S.C . (Alba)

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