Corporate Governance

This report sets-out Alba’s Corporate Governance Report as required by The Code (2018) and the CBB Module. The Corporate Governance Report for 2022 and for prior years can be viewed by visiting Alba website at Corporate Governance | Kingdom of Bahrain (albasmelter.com)

Actions Undertaken to Comply with 2018 Corporate Governance Code

Alba is committed to implement the Corporate Governance Code of the Kingdom of Bahrain (the “MOICT Code”) and the Corporate Governance Module (the “CBB Module”). The Company pursues, where applicable, to exceed the minimum requirements set by the MOIC Code and the CBB Module as well as implement additional recommendations in line with international best practices. The Compliance with the Code is closely monitored by the Board Nomination, Remuneration and Corporate Governance Committee as well as Board Audit Committee through regular updates by the Corporate Governance Officer.

A Board approved ‘Code of Conduct’ - on par with leading international codes of ethics is established to set-out the required ethical conduct for all employees and representatives of the Company. Periodic awareness and trainings of the Code are being provided across Alba. The compliance with the Code of Conduct is monitored by Alba’s Integrity Task Force, which reports directly to the Board Audit Committee through the Chief Internal Auditor, who acts as the Chairman of the Task Force. Monitoring tools include an independently operated confidential hotline along with a reporting system in multiple languages by phone and internet 24-hours a day and every day.

The Company has appointed a Corporate Governance Officer since September 2018 to ensure that policies and procedures are in accordance with the regulatory and legal requirements of the Corporate Governance Code of 2018.

Many policies were reviewed and enhanced, as part of Alba’s Corporate Governance Framework, to comply with the requirements of the Code and in line with best practices.

• Level of Authority: Alba’s Board of Directors have approved an updated version of the Level of Authority on 11 May 2022 to regularize the current policy.
• Anti-Competitive Policy: Approved by the Board of Directors on 11 May 2022. This new Policy is designed for Alba and its employees to comply with various national/international rules and laws, ensure competition is maintained between businesses within the international entities, regulate anticompetitive conduct as well as protect consumers from monopolies that artificially inflate prices.
• Dividend Policy: Approved by the Board of Directors on 28 September 2022. This new Policy aims to adopt a balanced and equitable approach which enables Alba to decrease its overall debt, reduce interest cost and grow dividend in the medium-term while opening ways for value creation opportunities.
• Executive & ESG Committee Charter: Following the Board’s approvals to change the name of the Executive Committee to Executive & ESG Committee on 12 May 2022, the Board of Directors have approved to change the Charter’s name of this Committee to Executive & ESG Committee Charter on 28 September 2022.
• Code of Conduct: Approved by the Board of Directors on 28 September 2022. The revised Code of Conduct was refreshed to take into consideration the latest policies introduced by the Company (Anti-Competitive Practices, Anti-Money Laundering, Anti-Bribery & Corruption, Key Persons Dealing Policy as well as Conflict of Interest)
• Board Charter: Alba’s Board of Directors have approved an updated version of the Board Charter on 28 September 2022 to take into consideration the changes in the Executive & ESG Charter.

The Board of Directors assumed the responsibility of compliance with the provisions of the Code and CBB Module for year-ended 2022

There were no Transactions done by Directors and their Connected Persons in 2022.