The Audit Committee is responsible for overseeing financial reports, internal control systems, risk management, and ensuring the independence of internal auditors.

Members:

• Suleiman Ibrahim Al-Hadithi — Chairman
• Omar Abdullah Al-Jafri — Member
• Nasser Sahaj Al-Shaibani — Member

The General Assembly approved the Audit Committee’s bylaws, which include its formation, duties, work procedures, and members’ remuneration in accordance with the Corporate Governance Regulations. The committee was formed by decision of the Ordinary General Assembly for a three-year term starting from the beginning of the Board’s term until its end. It consists of three members, including an external independent member specializing in financial and accounting affairs.

The Audit Committee is tasked with monitoring the company’s operations, verifying the accuracy and integrity of financial reports and statements, and overseeing internal control systems. Its main responsibilities include the following, along with any other duties assigned by the Board:

1. Financial Reports

• Review the company’s preliminary and annual financial statements before presenting them to the Board, provide opinions, and make recommendations to ensure their integrity, fairness, and transparency.
• Provide technical opinions—upon the Board’s request—on whether the Board’s report and financial statements are fair, balanced, understandable, and contain the information that enables shareholders and investors to evaluate the company’s financial position, performance, business model, and strategy.
• Examine any significant or unusual matters in the financial reports.
• Thoroughly investigate issues raised by the company’s CFO, compliance officer, or external auditors.
• Verify accounting estimates related to material matters in the financial reports.
• Review accounting policies followed by the company and advise the Board accordingly.

2. Internal Audit

• Review and assess internal control, financial systems, and risk management within the company.
• Study internal audit reports and monitor the implementation of corrective actions for any noted observations.
• Supervise the performance and activities of the internal auditor or internal audit department (if present), ensuring adequate resources and effectiveness in performing assigned tasks. If no internal auditor exists, the committee recommends to the Board whether to appoint one.
• Recommend to the Board the appointment and remuneration of the head of the internal audit function.
• Meet regularly with the internal auditor at least twice annually.

3. External Auditors

• Recommend to the Board the appointment, dismissal, fees, and evaluating the performance of external auditors, after verifying their independence and reviewing their scope of work and contract terms.
• Ensure the independence, objectivity, and fairness of the external auditors and the effectiveness of their audit work, in accordance with relevant rules and standards.
• Review the external auditors’ plans and work, ensuring they do not provide non-audit technical or administrative services beyond their audit scope, and provide opinions accordingly.
• Respond to inquiries from the external auditors.
• Review external auditors’ reports and their notes on financial statements and follow up on actions taken.
• Meet regularly with external auditors at least twice annually.

4. Compliance Assurance

• Review findings from regulatory bodies and verify that the company has taken necessary actions.
• Ensure the company complies with relevant laws, regulations, policies, and instructions.
• Review proposed contracts and transactions with related parties and provide opinions to the Board.

Report on any issues requiring Board action and recommend appropriate measures.