C O R P O R AT E

GOVERNANCE
His Highness
Sheikh Tamim Bin Hamad Al Thani
Emir of the State of Qatar
 Aamal
Company is
one of the region’s
largest and most
diversified companies,
offering investors a high
quality and balanced
exposure to Qatar’s
economic growth and
development.
 2 Introduction

Contents
2 Corporate Governance Framework
2 Corporate Governance milestones for the year
ended 31 December 2021
3 Board of Directors
9 Chairman of the Board
10 Board Secretary
10 Board Committees
12 Senior Management
14 Board and Committees Performance and
Evaluation
14 Risk Management
15 Internal Control Systems
15 Internal Audit
15 External Audit
16 Shareholder’s Rights
16 Conflict of Interest and Insider Trading
18 Regulatory compliance
18 Related parties transactions and other
18 balances

19 Corporate Social Responsibility (“CSR”)

activities
Page 2 Aamal Company QPSC Corporate Governance 2021

1. Introduction
This report sets out Aamal Company Q.P.S.C.’s (“Aamal” or “the Company”) corporate governance framework and main
governance practices. At Aamal, we continue to adopt a governance framework that seeks to go above and beyond simply
complying with regulatory requirements.

The Board and senior management of Aamal recognize the paramount importance of good corporate governance to the
success of the Company and continuously strive to ensure a high standard of corporate governance throughout Aamal.
Good corporate governance helps to create the optimal conditions for continuous and sustainable growth for the benefit of
all the Company’s stakeholders. We believe that good corporate governance results in quantifiable and sustainable long-
term success, as has been reflected in both our financial and operational performance.

In 2018, Aamal, in compliance with new amendments to the Qatar Financial Markets Authority (“QFMA”) code, updated its
Internal Control Framework with a focus on the internal controls relating to financial reporting. The updated internal control
framework relating to financial reporting was completed and implemented successfully in 2019 for design and operating
effectiveness. Internal controls are continuously assessed and updated where necessary. For the year ended 31 December
2021, the Board is pleased to announce that the internal controls over financial reporting were comprehensively tested,
providing reasonable assurance that these controls have been properly designed and are operating effectively.

Faisal Bin Qassim Al Thani

Chairman of the Board

2. Corporate Governance Framework

2.1 Objective
The Board of Directors (the “Board”) and the Executive Management of Aamal Company Q.P.S.C. (the “Company” or “Aamal”)
believe that a strong corporate governance framework is critical to ensuring high performance across all activities of the
Company and its subsidiaries (together the “Group”) and is essential to building investor trust and providing safeguards
against any misguided corporate activity.

The Board has adopted a Corporate Governance Framework which relates to the way in which the affairs of Aamal are
governed and managed by the Board, the Board’s committees and the Executive Management team. It is a governance
ecosystem which directs Aamal and takes into consideration the interests of all its stakeholders, not just its shareholders.

Aamal’s Corporate Governance Framework, together with its associated policies, comply with all relevant rules and regulations
issued by the Qatar Financial Markets Authority (“QFMA” or the “Authority”) including the Governance Code for Companies
and Legal Entities Listed in the Main Market No. (5), 2016 (the “Code”), the Company’s Articles of Association (or “AoA”), and
the Commercial Companies Law No. (11), 2015 (the “Companies Law”).

2.2 Commitment to Comply with Corporate Governance

The Board and Executive Management are committed to the best practices detailed in Aamal’s Corporate Governance
Framework, in order to achieve the Company’s objectives.

2.3 Scope
The goal of the annual Corporate Governance Report is to ensure transparency and disclosure of the governance practices
within Aamal. It represents the values of the Company and the policies that all parties must abide by. .

3. Corporate Governance milestones for the year ended 31 December 2021

In order to enhance the corporate governance culture across the Group, Aamal has developed its corporate governance
practices. These developments target both organizational aspects as well as other governance processes.

In connection with the adoption and implementation of the QFMA’s directive, Aamal has developed and implemented
numerous initiatives in line with the requirements of the Code, including but not limited to the following:

1. Continuous enhancement of the Corporate Governance Framework to ensure compliance with the Code.
2. Improvement of the Company’s Internal Control over Financial Reporting Framework, modifying workflows and
processes and updating policies and procedures, among other initiatives.
Aamal Company QPSC Corporate Governance 2021 Page 3

4. Board of Directors
4.1. Size and charter
Members of the Board are elected by secret ballot by the shareholders at the Annual General Assembly for a three-year term.
As of 31 December 2021, the Board has nine (9) Board members, of which three (3) are independent, as required by the
Articles of Association and the Code.

The Board members of Aamal, whether in person or representing a legal entity, do not hold directorship roles on the boards
of more than three (3) publicly listed companies in total that have headquarters located in the State of Qatar, or combine two
directorships of two companies that conduct similar business activities.
The Chairman does not hold any executive position in the Company.

The Board meets as often as necessary, but not less than six times a year and three months have not elapsed without
convening a meeting.

The Board members shall act in good faith, exercise diligence and care, speak out and be loyal to the Company. The Board
members should also take all reasonable steps to be fully aware of potential issues in the Company.

The Board Charter of Aamal, in compliance with the Code, defines the respective roles, responsibilities and authorities of the
Board of Directors, both individually and collectively, and includes the following:
• Key functions and tasks of the Board
• Induction program for the new Board members
• Board responsibilities
• Chairman responsibilities
• Formation and composition of committees
• Conflicts of interest
• Share dealing
• Financial reporting

4.2. Board qualifications

The directors of the Board have the required expertise and management skills to conduct their duties in the Company’s best
interests. The Board members have been selected based on these skills.
The Board members demonstrate commitment by devoting the necessary time and care towards performing their duties for
the duration of their term.
4.3 Board composition
The Board is composed of the following members for the year ended 31 December 2021:
Date of Election/ Reelection /Appointment/ Member Breakdown of shares
Director Name Party Represented Release/leave Position classification Units %
Elected in 2007 and re-elected on 15 April 2019
1,594,452,526 24.97 %
Sheikh Faisal Bin Qassim Al Thani In his personal capacity (until the date of the General Assembly for the Chairman Non-executive
financial year ending 31 December 2021).
Elected in 2009 and re-elected on 15 April 2019 Chief Executive
63,000,0001
Sheikh Mohammed Bin Faisal Al Thani In his personal capacity (until the date of the General Assembly for the Officer and Executive 23B1.00 %
financial year ending 31 December 2021). Managing Director
Elected on 4 February 2017 and re-elected on
10,5001
15 April 2019 (until the date of the General
Sheikh Jabor Bin Abdulrahman Al Thani Al Faisal Holding Company W.L.L. 2,834,758,9302
Assembly for the financial year ending 45.00 %
31 December 2021).
Elected in 2010 and re-elected on 15 April 2019 31,500,0001
Sheikh Abdullah Bin Hamad Al Thani Al Jazi Real Estate Investment Company W.L.L. (until the date of the General Assembly for the Ordinary Members 63,000,0002 63,000,0002
financial year ending 31 December 2021).
Elected on 17 April 2016 and re-elected on
Al Rayyan International Educational Company 15 April 2019 (until the date of the General 3,150,0001
Sheikha Al Jazi Bint Faisal Al Thani 63,000,0002
W.L.L. Assembly for the financial year ending 6,300,0002
31 December 2021).
Non-executive
Elected on 4 February 2017 and re-elected on
15 April 2019 (until the date of the General
Mr. Kamel Muhammad Al Agla City Limousine Company W.L.L. 6,300,0002 200,0001
Assembly for the financial year ending
31 December 2021).
Elected on 15 April 2019 (until the date of the
Independent
Sheikh Faisal Bin Fahed Bin Jassim Al Thani In his personal capacity General Assembly for the financial year ending 0 0
Member
31 December 2021).
Elected on 21 April 2018 and re-elected on
15 April 2019 (until the date of the General
Mr. Yousef Bin Rashed Al Khater In his personal capacity 0 0
Assembly for the financial year ending
31 December 2021).

(1)
Held directly in personal capacity
(2)
Held by the business entity of which the director is the representative
Aamal Company QPSC Corporate Governance 2021 Page 5

4.4. Changes to Aamal’s Board of Directors during 2021

There were no changes to the Board of Directors for the year ended 31 December 2021.

4.5. Non-executive Board Members

During the year ended 31 December 2021, the majority of the Board members were non-executive members. The Company
applies the strict definition of “Non-Executive Board member” according to the Code i.e., “Non-Executive Board members are
those who are not performing executive management duties in the Company, who are not dedicated full time, and who do
not receive monthly or yearly remuneration from the Company other than remuneration received as a Board member.”

4.6. Independence
The Company confirms that at least one third of the Board members are independent which is in line with corporate
governance rules. During the year ended 31 December 2021, the Board comprised of nine members, of which three members
are independent.

The current independent Board members are not under the influence of any factor that limits their capacity to deliberate on
Company matters in an unbiased and objective manner based on known and existing facts.

4.7. Prohibition of combining positions

The Board members will refrain from combining positions, in compliance with Article 7 of the Code.

The Board members provide the Board secretary with an Independence and Conflict of Interest Declaration annually, to
declare whether they hold any legally prohibited positions
Page 6 Aamal Company QPSC Corporate Governance 2021

4.8. Board members’ experience and membership on other boards

Director Name Experience and membership on other boards

• Founder and Chairman of Aamal

• Chairman of the Board since Aamal’s listing on the Qatar Stock Exchange in
2007
• Chairman of Al Faisal Holding Company W.L.L.
• Chairman of the Qatari Businessmen Association
• Member of the Board of Trustees at Qatar University
Sheikh Faisal Qassim Faisal Al Thani
• Founder and Chairman of Al Faisal without Borders Foundation
• Founder and Chairman of the Board of Trustees of Sheikh Faisal Qassim Al
Thani Museum
• Chairman of the Gulf Qatari Classic Cars Association
• Member of the Board of Trustees at the College of Business in DePaul
University in Chicago
• Board member of Aamal since 2009
• Aamal’s Chief Executive Officer and Managing Director since February 2019
• Board member of Al Khaliji Bank Q.P.S.C.
Sheikh Mohammed Bin Faisal Al Thani • Chairman of Optimized Solutions W.L.L.
• Holds a bachelor’s degree in Business Administration from Carnegie Mellon
University, Qatar
• Honorary President of the Italian Chamber of Commerce in Qatar
• Board member of Aamal since February 2017
• Vice Chairman and Managing Director of Transind Group
• Founder and Managing Director of Al-Bayan Insurance Broker
• Managing Director of Al Arabi Sports Club
Sheikh Jabor Bin Abdulrahman Al Thani
• Holds a bachelor’s degree in Business Administration from European
(Representative of Al Faisal Holding Company W.L.L.)
University, Geneva, Switzerland
• Certified Financial Analyst from the American Academy of Financial
Management
• Holds a Professional Diploma in Financial Management and Banking from the
Arab Academy for Banking and Financial Sciences
Sheikh Abdullah Bin Hamad Al Thani • Board member of Aamal since 2010
(Representative of Al Jazi Real Estate Investment Company • Attained the rank of Major in the Qatari Armed Forces
W.L.L.) • Holds a bachelor’s degree in Business from Kingston University, UK

• Board member of Aamal since 2016

Sheikha Al Jazi Bint Faisal Al Thani • Holds a master’s degree in International Peace and Security from King’s
(Representative of Al Rayyan International Educational Company College London, UK
W.L.L.) • Holds a bachelor’s degree in Culture and Politics from Georgetown University,
Qatar
• Board member of Aamal since February 2017
• Chief Real Estate Officer of Al Faisal Holding
Mr. Kamel Muhammad Al Agla • Joined Al Faisal Holding in 1985, since when he has spearheaded most of Al
(Representative of City Limousine Company W.L.L.) Faisal’s construction projects, including the development of the company’s
iconic real estate assets
• Holds a bachelor’s degree in Civil Engineering from Al Azhar University, Egypt
• Board member of Aamal since April 2019
• Over 30 years of experience working in several international companies in the
Oil and Gas industry, including Shell, Qatar Petroleum, Arco Petroleum, British
Petroleum, Anadarko Petroleum, and Maersk Oil Qatar
• Board member at Commercial Bank Qatar
• Board member and Chairman of the Audit Committee at United Development
Sheikh Faisal Bin Fahed Bin Jassim Al Thani
Company
• Chairman of Qatar Petroleum Engineers Society
• Chairman of Doha Petroleum Club
• Chairman of Al Namaa Real Estate
• Chairman of Al Wataniya International Holding Company
• Chairman of Qatar National Import and Export (QNIE)
Aamal Company QPSC Corporate Governance 2021 Page 7

4.8. Board members’ Experience and membership in other boards (continued)

Director Name Experience and membership in other boards

• Board member of Aamal since April 2018

• Over 29 years of experience in executive and public management, and project
management with Qatar Petroleum Company (QP) and several other
international companies in the oil and gas industry such as Exxon Mobil and
Conoco Philips, Occidental Petroleum Qatar, and Total
• In 2011, appointed as an Economic Consultant in HE’s the Prime Minister’s
Office in Qatar to manage Elan Company and the restructuring of the
Yousef Bin Rashid Al Khater company from June 2012 to April 2014
• CEO of Barwa Real Estate from April 2009 to March 2011
• CEO and Board member of Gulf Drilling International and Board member of
Gulf International Services Company from December 2004 to April 2009
• Board member of Qatar’s Advisory Council (Shura Council) since October 2004
• Member of Arab Interim Parliament and International Union Parliament
• Holds a bachelor’s degree in Industrial Engineering (with honors) from
Fairleigh Dickinson University, New Jersey, USA
• Board member of Aamal since April 2018
• Owner of Baytak for Development Company
• Board member in Al Madaen Company
• Previously held the roles of Minister of the Ministry of Endowments and
Islamic Affairs, Deputy Minister of the Ministry of Endowments and Islamic
Affairs
Mr. Faisal Bin Abdullah Bin Zaid Al Mahmoud • Chairman of the Administration of the General Authority of Endowments,
Chairman of the Administration of the General Authority for Minors and their
rule
• Chairman of Mawashi Company and a Board member of Al Jazerah for
Investments
• Holds a bachelor’s degree in Sharia and Islamic Studies from the College of
Sharia and Islamic Studies at Qatar University, Qatar

4.9 The Board of Director’s Role

The Board independently oversees the activities of the Company with the objective of sustainable value creation, considering
the interests of the shareholders, its employees and other stakeholders.
The Board members act in good faith and in such a manner as they reasonably believe to be in the best interests of the
Company. The Directors also:
• comply with all applicable laws, regulations, confidentiality obligations and other corporate policies of the Company;
• follow all policies, procedures and internal control systems of the Company; and
• act with honesty, good faith and in the best interests of the Company, and not in the interests of the group they
represent, or who voted for them.
The Board commits to complying with the principles of justice and equality among stakeholders, without discrimination
among them on the basis of race, gender, religion and transparency.

4.10 Board Duties

The Board independently manages the Company with the objective of sustainable value creation, considering the interests
of the shareholders, its employees and other stakeholders.
• The Board develops the Company’s strategy and ensures its implementation.
• The Board ensures that all provisions of law and the Company’s internal policies are abided by and works to achieve their
compliance by members of the Company.
• The Board ensures appropriate risk management and risk controls within the Company.
• The Board regularly advises, and supervises, the Executive Management and the General Managers of the Company. The
Board must be involved in decisions of fundamental importance to the Company.
• The Board appoints and dismisses the Executive Management, the General Managers of the Company and their
respective deputies. When appointing the Executive Management and General Managers, the Board shall respect
diversity. The Board shall ensure that there is long-term succession planning.
• The Board is responsible for issuing and publishing this Board Charter as per the requirement of the Code.
• The Board examines the efficiency of its activities on a regular basis.
• In discharging their duties, the members of the Board act in good faith and exercise the same care and diligence which
an ordinary, prudent person would exercise in taking care of their own money under similar circumstances, and
reasonably act in the best interest of the Company.
Page 8 Aamal Company QPSC Corporate Governance 2021

• Members of the Board take reasonable steps to be fully aware of all relevant issues, including engaging in due diligence,
and make informed and independent decisions when voting on Company matters. The duty of care also requires the
members of the Board to take reasonable steps to monitor the Company’s Executive Management,financial affairs, and,
operations.

4.11 Board members’ duties

All Board members comply with the following duties:
• Regularly attending meetings of the Board and committees and not withdrawing from the Board.
• Ensuring that priority is given to Aamal’s shareholders’ interests over their own.
• Providing opinion on strategic matters, project implementation, staff accountability systems, resources, key
appointments and operational standards.
• Monitoring the Company’s performance in realizing its agreed objectives and goals and reviewing its performance
reports, including the Company’s annual, half yearly and quarterly reports.
• Supervising the development of procedural rules for Aamal’s governance to ensure their implementation in an optimal
manner and in accordance with QFMA requirements.
• Using their varied skills and experience with diversified specialties and qualifications through an effective and productive
management of the Company and working to achieve the interests of Aamal and its partners, shareholders and other
stakeholders.
• Effective participation in the Company’s general assemblies, and achieving its members’ demands in a balanced and fair
manner.
• Not to make any statements or provide data or information without prior written permission from the Chairman.
• Disclose financial and trade relations, and litigants, including judicial ones, which may impact negatively on carrying out
the tasks and functions assigned to them.
The Board members, at the Company’s expense, may request an opinion of an independent external consultant on issues
relating to any of the Company’s affairs.

4.12 Directors’ Attendance at Board Meetings

Number of Board Meetings

Name of Director
Held Attended

Sheikh Faisal Bin Qassim Al Thani 6 6

Sheikh Mohammed Bin Faisal Al Thani 6 6
Sheikh Jabor Bin Abdulrahman Al Thani 6 5
Sheikh Abdullah Bin Hamad Al Thani 6 4
Sheikha Al Jazi Bint Faisal Al Thani 6 6
Mr. Kamel Muhammad Al Agla 6 6
Sheikh Faisal Bin Fahed Bin Jassim Al Thani 6 6
Mr. Yousef Bin Rashid Al Khater 6 5
Mr. Faisal Bin Abdullah Bin Zaid Al Mahmoud 6 4

In accordance with the new Code, the Board Secretary records and maintains Board meeting notices and agendas. During
the year ended 31 December 2021, a standing item relating to Executive Management performance reports and discussions
on strategic matters were part of each meeting’s agenda. Notices and agendas relating to Board and Committee meetings
were sent within the required period in accordance with the Code.

4.13 Activities of the Board

The Board continued to focus on steering the Company towards executing its corporate strategic vision and complying with
the Corporate Governance Framework, underpinned by the following:

• Reviewed the design and implementation of the Company’s Internal Controls over the Financial Reporting (“ICOFR”), and
ensured that it is operating effectively across the Group
• Enhanced the Company’s IT systems to complement the internal controls
• Focus on medical products and services, including IT products related to hospitals and health care management
software
• Continued growth, diversification and innovation across existing businesses to enhance market position and optimize
performance
Aamal Company QPSC Corporate Governance 2021 Page 9

• Application of clear and disciplined operational and financial principles underpinning the Company’s strategic growth
initiatives
• Strategically expanding the company’s leading position in the health sector by forming new companies, establishing
new partnerships, and penetrating the IT healthcare niche market
• Continue to invest in industrial manufacturing, increasing production capacity, introducing new products to meet
market demand, and focus on related high-growth sectors to capitalize on the significant demand arising from the wider
industrialization of the Qatari economy
• Ensured the wellbeing, health and safety of employees and stakeholders throughout the COVID-19 pandemic, whilst
fulfilling the Company’s wider responsibility to the community by utilizing the Company’s various business resources
• Enhance the value of the property portfolio through continuous investments and refurbishment
• Creating long-term shareholder value through the continued profitable operation and expansion of its diversified
business platform

4.14 Remuneration
The Company applies an intensifying policy to remunerate the members of the Board of Directors. This policy consists of
three parts: First, a fixed annual seat fee for each member, including the Chairman. Second, a fixed-value fee for attending
each meeting of the Board of Directors and its committees. And third, an annual remuneration that is proposed by the
Nominations and Remunerations Committee which is depends on the performance of the company and the personal
performance of each member, including the Secretary of the Board of Directors. It is presented to the Board of Directors for
approval before being submitting to the General Assembly for approval.

The Board has approved the following annual remuneration plan:

Fixed Fee Category Fixed Directorship Fee Per Board Member

Sitting fees for each Board member (including Chairman) QAR 60,000
Attendance fees for each Board member (including Chairman) QAR 2,000

Performance bonuses are to be determined each year depending on the Company’s results and the performance of the
individual Board members.
Due to continuing material impact of COVID-19 on the economy and on Aamal’s business performance in the year, on
23 February 2022, the Board of Aamal recommended for approval by the General Assembly, the proposal not to remunerate
the Board of Directors for the year ended 31 December 2021, thereby also complying with the Code and Qatari Company
Law. The proposal was approved by shareholders at the Annual General Assembly Meeting on 28 March 2022.

5. Chairman of the Board

5.1. Responsibilities
The Chairman is responsible for ensuring the proper functioning of the Board in an appropriate and effective manner by
ensuring that the Board discusses all the issues presented to it in a timely manner and approving the agenda of every
meeting of the Board, taking into consideration the matters proposed.

5.2. Duties
The Chairman directs the Board meetings, coordinates work within the Board and attends to the affairs of the Board externally.
The Chairman is responsible for calling Board meetings and approving their agendas. This may be delegated by the Chairman
to a Board member but remains the Chairman’s ultimate responsibility.
The Chairman may not be a member of the Remuneration, the Audit or the Nomination Committees as described below.
The Chairman of the Board shall regularly maintain contact with the Board, and consult with them on strategy, business
development and risk management of the Company. The Chairman of the Board will be informed by the Board without delay
of important events, with an assessment of the situation and its development as well as its impact on the management of
the Company.
The functions of the Chief Executive Officer and/or Managing Director shall be distinct from those of the Chairman.
The Chairman of the Company, His Excellency Sheikh Faisal Bin Qassim Al Thani, was first elected in 2007 and re-elected on
28 April 2019. His current tenure of office expires at the General Assembly for the year ending 31 December 2021, at which
point the three-year cycle elections has ended and a new cycle commenced.
In conjunction with the Terms of Reference of the Chairman, additional duties of the Chairman have been included in the
Board Charter and approved by the Board on 21 April 2018, including:
Page 10 Aamal Company QPSC Corporate Governance 2021

• making all data, information, documents and records of the Company and of the Board and its committees, available to the
Board members;
• allowing effective participation of the Non-Executive Board members and promoting constructive relations between
Executive and Non-Executive Board members; and
• keeping the members constantly informed about the implementation of the provisions of the Code. The Chairman may
delegate this task to the Audit, or any other, committee.

5.3. Segregation of the Chairman and the Chief Executive Officer and Managing Director roles
In accordance with the QFMA Code, the role of the Chairman and Managing Director are distinct and separate. The same
person should not hold or exercise the positions of Chairman and Managing Director at the same time. There is a clear
segregation of responsibilities between the two positions in Aamal.

All Board members are compliant with Article 7 of QFMA’s Code regarding their abstinence from holding or combining
prohibited positions.

The Board’s composition is balanced and the Company’s structure limits having one person in the company holding
unfettered powers to make decisions.

6. Board Secretary
The Board Secretary assists the Chairman and all Board members in conducting their duties and acts as the official
spokesperson for the Company. His/her principal role is to advise the Board and the Chairman on governance matters that
have the potential to affect the Company’s operations, whilst enhancing the Board’s performance through the provision of
impartial and relevant advice regarding guidance on Board procedures, legal requirements and other areas of corporate
governance, along with developments in international best practice.

Zaid Shelleh was appointed as Board Secretary with effect from 15 June 2019. He is a trained finance and economics
professional with over 25 years’ experience in banking, investment and investor relations. He holds a bachelor’s degree in
Engineering from the University of Technology, Iraq, and a Master’s degree in Economics from the University of Ottawa,
Canada.

7. Board Committees
The Board forms committees with appropriate expertise. The committees serve to increase the efficiency of the Board’s work
and the handling of complex issues. The nominated committee chairmen report regularly to the Board on the work of their
respective committees.
In order to comply with the Code, the Board has constituted the following three (3) sub-committees of the Board:
• Audit Committee
• Executive Committee
• Nomination & Remuneration Committee
The Board concurrently approved the revised committees’ charters and issued decisions to nominate the chairmen and
members of each committee, identifying their responsibilities, duties, and work provisions and procedures.

7.1. Changes in the committees’ membership during 2021

There have been no changes in the membership of the committees in 2021 and the committees served Aamal shareholders
until the General Assembly meeting held on 28 March 2022.

7.2 Executive Committee

The Executive Committee is largely responsible for handling the Company’s strategy, investments and financing by reviewing,
evaluating and recommending the strategic plans and decisions taken by the Board.

The Committee comprised of the following members for the year ended 31 December 2021:

Name Position Member status

Sheikh Mohammed Bin Faisal Al Thani Committee Chairman Non-independent

Sheikha Al Jazi Bint Faisal Al Thani Member Non-independent

Sheikh Jabor Bin Abdulrahman Al Thani Member Non-independent

Mr. Faisal Bin Abdullah Bin Zaid Al Mahmoud Member Independent

Aamal Company QPSC Corporate Governance 2021 Page 11

During the year ended 31 December 2021, the Executive Committee did not convene and therefore no formal reports or
recommendations were submitted to the Board.

7.3 Audit Committee

The Audit Committee handles issues related to financial reporting, risk management, compliance, and the appointment
and work of the external auditor (including determining the independence of the external auditor, issuing the audit
mandate to the external auditor, determining auditing focal points and negotiating the fee agreement with the external
auditor subject to the approval of the General Meeting). The domain of the Audit Committee’s responsibilities includes,
inter alia, the following:
• supervision and control procedures related to financial affairs, investments, and risk management periodically;
• appraisal of risk factors faced by the Company and the appropriateness and effectiveness of the systems to capture
market changes;
• assessment of the Company’s implementation of the internal control system in compliance with provisions of the Code
periodically and in orderly fashion;
• assurance of the Company’s compliance with applicable market listing and disclosure rules and regulations;
• assurance of the Company’s implementation of the internal control procedures set forth by the Board periodically;
• assessment of the type and nature of risks faced by the Company, while analysing their root cause and relevant
mitigating actions set forth against each of these risks; and
• Evaluating, following up, monitoring and evaluating the performance of the Whistleblower Policy including without
limitation, receiving all complaints from whistleblowers; To ensure that serious concerns are appropriately raised and
addressed by the Company.

The Committee comprised of the following members for the year ended 31 December 2021:
Name of Director Position Member status

Mr. Yousef Bin Rashid Al Khater Chairman Independent

Sheikh Faisal Bin Fahed Bin Jassim Al Thani Member Independent

Mr. Kamel Muhammad Al Agla Member Non-independent

Audit Committee members’ attendance at meetings:

Number of Committee meetings
Name of Member
Held Attended
Mr. Yousef Bin Rashid Al Khater 7 7

Sheikh Faisal Bin Fahed Bin Jassim Al Thani 7 7

Mr. Kamel Muhammad Al Agla 7 7

The Audit Committee convened seven times during the year ended 31 December 2021. The Chairman of the Audit Committee
presented the Board with updates at Board meetings and an Annual Report for the year ended 31 December 2021 was
presented to the Board during the second Board meeting in 2022.

7.4. Activities of the Audit Committee

The Audit Committee continued to focus on facilitating and aiding the Company’s Board of Directors to enhance and improve
the Company’s regulatory operating framework. In addition, the Committee oversaw the proper implementation and
improvement of the Corporate Governance Framework design and operating effectiveness, underpinned through the
following accomplishments:
• collaborated with the Board of Directors and Executive Management to implement internal policies and procedures;
• ensured compliance with all governmental and regulatory bodies/authorities listing and disclo-sure laws and regulations;
• improved internal controls through developing policies and procedures, enforcement, monitor-ing through follow up
with management, and receiving reports from the Company’s internal audit function;
• reviewed the progress of the Risk and Compliance department to ensure regular and thorough testing is undertaken to
meet the Board’s commitment to proper internal controls and, fur-thermore, to the Code; and
• evaluated the types or risks, the factors that gave rise to these risks, and the actions taken to eliminate or mitigate such
risks.
Page 12 Aamal Company QPSC Corporate Governance 2021

7.5. Nomination & Remuneration Committee

The Nomination and Remuneration Committee shall identify, screen and recommend nominees for Board elections and
recommend nominees for Executive Management positions. The Committee aims to sustain long-term value for shareholders
by ensuring that the Company can attract, develop and retain high-performing and motivated directors and senior executive
management in a competitive, international market.

The Committee was comprised of the following members for the year ended 31 December 2021:

Name of Director Position Member status

Mr. Kamel Muhammad Al Agla Chairman Non-Independent

Sheikh Mohammed Bin Faisal Al Thani Member Non-Independent

Mr. Faisal Bin Abdullah Bin Zaid Al Mahmoud Member Independent

The Nomination and Remuneration Committee members’ attendance at meetings:

Number of Committee meetings
Name of Director
Held Attended

Mr. Kamel Muhammad Al Agla 1 1

Sheikh Mohammed Bin Faisal Al Thani 1 1

Mr. Faisal Bin Abdullah Bin Zaid Al Mahmoud 1 1

The Nomination and Remuneration Committee convened once during the year ended 31 December 2021. The Chairman of
the Nomination and Remuneration Committee presented the Board with an update following its meeting about what had
been discussed and decided relating to Board participation, performance and remuneration.

7.6. Summary of Nomination and Remuneration Committee recommendations

• Posted a formal, rigorous, comprehensive, and transparent nomination campaign for the new Board term of three years
from the date of the AGM of the year ended on 31 December 2021 until the AGM of the year ending 31 December 2024.
• Received and evaluated the candidacy requests for the board membership and identified quali-fied candidates.
• Ensured the candidates’ professional competencies, skills, knowledge, experience, academic qualifications, and
availability to perform their duties as board members.
• Provided recommendations for the Board to present for elections at the AGM in accordance with the rules, regulations
and the Company’s internal policies and procedures.
• Discussed and approved the budget allocation of remuneration for the Board of Directors and Executive Management
for the year 2021.
• Recommended the recruitment plan for the year 2021 for the executive roles, in accordance with the Company’s
organization chart;

8. Senior Management

8.1. Key personnel

Chief Executive Officer (“CEO”) and Managing Director (“MD”) – The CEO and MD is responsible for the day-to-day
management of the Company and coordinating with the Board on the Company’s strategy and tactical plans, ensuring the
fulfilment of the strategic objectives of the Company and that business processes are aligned with shareholder interests.
Sheikh Mohammed Bin Faisal Al Thani has held the position of Managing Director since 4 February 2017. On 26 February
2019, Sheikh Mohammed Bin Faisal Al Thani was appointed as the CEO of Aamal in addition to his current capacity as the
Company’s Managing Director.

Advisor to the CEO – The advisor to the CEO is responsible for advising the CEO on high level strategic matters related to
the Company’s activities such as business conduct, governance, project management, media and public relations, leadership,
and other organizational matters. Mr. Mohammed Abdulkader Ramahi was appointed as the Advisor to the CEO on 25 April
2019. Mr. Ramahi previously served in the capacity of the Aamal’s Chief Financial Officer from December 2007 through April
2019. His appointment as Advisor to the CEO took effect on 25 April 2019.

Chief Operating Officer (”COO”) – The COO is responsible for overseeing the activities and performance of the subsidiary
companies. The COO ensures that annual business plans and targets are comprehensively implemented and follows up on
their execution by managing the operational and management performance reporting periodically.
The position of the COO is held by Mr. George Fawaz, who joined the Company on 10 December 2021. Mr. Fawaz brings over
Aamal Company QPSC Corporate Governance 2021 Page 13

25 years of experience with Fortune 500 companies operating in the USA and GCC.

Chief Financial Officer (“CFO”) – The CFO is responsible for the finance, treasury, administration and investor relations
activities of Aamal, under the supervision of the CEO and Managing Director.

The position of the CFO was held by Mr. Imran Chughtai for part of the year up to 29 July 2021. The responsibilities of the CFO
are currently being fulfilled by the Advisor to the CEO until further notice.

Chief Legal Officer (“CLO”) – The CLO is responsible for helping the Company to minimize its legal risks by advising the
Company’s other officers and Board members on any major legal and regulatory issues the Company encounters. He/she
also oversees the Company’s in-house attorneys and is under the direct supervision of the CEO and MD. The position was
vacant for the year ended 31 December 2021. However, these services are provided by Al Faisal Holding’s Legal Department
and governed by the Service Level Agreement.

8.2. Activities of Aamal’s senior management during 2021The remuneration of the senior management, as disclosed
During 2021, the achievements of Aamal’s senior management team included:
• Actively managing and steering the Company through the impact of the COVID-19 pandemic. As part of this work,
management:
9 Abided by the directives from the Qatar Ministry of Interior and the Qatar Ministry of Public Health to ensure
employees and customers’ health and safety were protected as well as to keep everyone abreast of the latest updates
and guidelines.
9 Continued to adhere to the policies and contingency plan created during the COVID-19 pandemic in order to
ensure the safety of the employees, stakeholders and the public.
9 Allowed a benevolent quarantine period to its employees while intensive sanitization of the workplace was carried
out.
9 Utilized the latest technology to run the business remotely, with minimal interruption to workflow, to ensure that
employees continued to meet business requirements and expectations from customers, whilst maintaining the
safety and integrity of employees and stakeholders.
• Successfully implemented a post pandemic strategy by forming new companies in the healthcare sector with foreign
partners, establishing new healthcare partnerships, and penetrating the healthcare IT niche market in anticipation of
the sector’s slowing demand.
• Restructured businesses to optimize the efficiency of the Group’s companies.
• Ensuring the design and operational effectiveness of the Company’s internal controls framework is in compliance with
the requirements of Corporate Governance Code.
• Enhancing the Company’s transparency by continuing to produce an annual ESG report.
• Progressing towards full implementation of a new enterprise resource planning (“ERP”) system.
• Launched an enhanced website which facilitates all types/categories of visitors including those with special needs. The
website is in a full compliance with WCAG 2.1 Level and AA Assured levels of accessibility standards.
• Aamal ranked amongst the ‘30 Most Valuable Companies in Qatar’, according to Forbes Middle East in 2021.
• Successful development of City Center Doha, with the opening of over 50 new retail units, including well-known
brands, as well as continued work to upgrade the frontage.
• Expanded the pharmacy chain network by opening a branch in Msheireb, located in the heart of Doha. This new
pharmacy is equipped with a ‘robot’, enabling drugs to be distributed accurately and at high speeds.
• Aamal Medical supplied Qatar’s first 3D 4K Microvascular technology used in microvascular surgery.
• Focus on digitalization at Aamal Medical and Ebn Sina pharmacies in order to increase operational efficiency by:
9 Installing new software, Rancelab, to improve productivity and efficiency.
9 Recertifying the warehouses of Ebn Sina and Aamal Medical by the SGS Company (UK) with the GDP Certification for
three more years to 2025.
9 Improving Ebn Sina and Aamal Medical’s delivery services and quality control by successfully monitoring the
temperature of new delivery trucks.
• Achieved the following milestones at Doha Cables:
9 Capitalised on business opportunities offered by exporting to global markets.
9 Qualifying and registering as an Approved Manufacturer for the General Electricity Company of Libya (“GECOL”).
9 Expanded locally to increase the market outreach of its products.
9 Introduced a new environmentally friendly lead-free product (“Envi guard 65”), which is a replacement for the more
hazardous lead sheath cable generally used in the oil and gas sector.
9 Devoted efforts to comply with QSE requirements for environment disclosure (Environmental, Social, and Governance
“ESG”), and international best practices including the GRI Standards, the Sustainability Accounting and Standards
Board (‘SASB’), and the United Nations Sustainable Development Goals (“UN SDGs”), as well as national standards
and initiatives including the Qatar National Vision 2030 (”QNV”).
• Aamal completed the expansion of its production facilities and operations of its Group companies, Frijns Structural
Steel Middle East and Aamal Readymix, as part of the expansion strategy set forth by the Board to meet increased
market demand.
• Signed a three-years partnership agreement to support the Qatar Olympic Committee’s Al’ad’am team, who took part
Page 14 Aamal Company QPSC Corporate Governance 2021

in the Tokyo Olympic games in 2021, reflecting Aamal’s commitment to local communities.

8.3. Remuneration
The remuneration of senior management, as disclosed under Note 26 of the Audited Financial Statements for the year ending
31 December 2021, was as follows:
Description Total Remuneration (in QAR)
Short Term Benefit 2,954,895
Employee’s End of Service Benefits 151,489

8.3. Evaluation
The Board has completed an annual assessment of the Company’s senior management. The results confirm the continued
satisfaction with the Executive Management’s performance based on Key Performance Indicators (”KPIs”) set by the Board.
The financial and non-financial achievements highlighted in the Annual Report reflect the Executive Management’s delivery
on those KPIs.

9. Board and Committees Performance and Evaluation

The Board has implemented a process for evaluating its performance on a continuing basis. This evaluation requires the
assessment of the Board as a whole, its committees and each individual Director.

The Board members have completed the design of the evaluation policy, an annual self-assessment form completed by each
Director detailing their contribution and interaction within the Board and Committees, the quality of their output, and their
understanding of their role within the Board and Committees.

Furthermore, the Board members have completed an annual assessment form for the year ended 31 December 2021,
indicating their opinion on and satisfaction of the Board/Committee structure, operations, interactions, as well as roles and
responsibilities.

The results of these evaluations have been communicated to the Board and there will be a follow-up on any issues and
concerns that emerge from the evaluations.

The results reflected the following:

• The Board has worked cohesively to achieve the strategic business plans set forth for the year.
• The Board members deliberated on the issues addressed during the Board meetings of the year.
• Board members actively continued to steer the Company through the ongoing impact of the COVID-19 pandemic,
during a period of significant uncertainty.
• Board members collectively agree that the following issues require improvement:
9 Ongoing improvement plans to enhance internal controls framework and processes
9 Improving the Company’s systems and expediting the implementation of the ERP system
9 Continuing renovation projects at Aamal’s real estate properties and allocating resources towards capital expenditure
efficiently
9 Improving the performance of subsidiaries through effective allocation and utilization of re-sources
9 Improving overall performance, controlling overheads and running expenses, and increasing efficiency
9 Ensuring the wellbeing, health, and safety of employees and customers, as well as continu-ing to take all necessary
actions required to help support the national economy through the COVID-19 pandemic in line with our national
and corporate responsibilities.

10. Risk Management

Aamal’s reputation depends on the Company’s ability to mitigate risks through various mechanisms for their assessment and
control.

Aamal primarily manages risk by ensuring that its Board, Committees, Executive Management, officers and staff focus fully on
their defined roles and responsibilities.

The Company completed the development and operating effectiveness of a risk management framework, a risk management
policy, risk registers and a risk management matrix for each of the Company’s key functions, implemented effectively in 2019.

The Company’s management and the external auditor both issued reports which confirm reasonably that the Group’s
internal control framework has been designed and implemented appropriately and effectively to achieve the internal control
goals based on best practice.
Aamal Company QPSC Corporate Governance 2021 Page 15

Furthermore, the Company established a Risk Management and Compliance function within the organization and appointed
qualified individuals to manage these functions and responsibilities.

The Directors and management take all reasonable measures to ensure that proper policies, procedures and systems are in
place for identification, measurement, monitoring and reporting of risks In particular, market risk, credit risk, liquidity risk and
operational risk. The Risk and Compliance Manager is charged with implementing this requirement on a day-to-day basis.

Aamal believes that risk management training and awareness sessions should be given to everyone to instill a culture of risk
management throughout the Company and to ensure that every Board member, Executive Manager, Manager or member
of staff is able to manage potential risks when carrying out his/her duties. Aamal will include risk management training in its
future training plans.

11. Internal Control Systems

Internal control is integral to Aamal’s activities and helps to ensure the attainment of the Company’s objectives in terms of
operational effectiveness, the reliability of financial reporting, and compliance with relevant laws and regulations.

The Board, Executive Management and other personnel all have a responsibility to develop and maintain robust internal
control systems.

During 2018, the Company focused on the design effectiveness of its Internal Control Framework, particularly in relation to
financial reporting. During 2019, the Company successfully completed the implementation of the Internal Control Framework
across the Group and assessed the operational effectiveness of the Internal Control Framework. During 2021, Executive
Management once again tested the operational effectiveness of the Internal Control Framework, improving controls where
necessary, and issued a report detailing an update regarding the implementation of the Framework and its operational
effectiveness for the year.

The Company continues to work towards enhancing its internal control systems through the implementation of an Enterprise
Management System across the group.

12. Internal Audit

Internal audit is an important management control tool, which provides the necessary level of reasonable assurance related
to the internal control systems.

Internal audit is managed by qualified individuals with the relevant experience in financial audit, performance assessment
and risk management, and with full access to all Company departments.

The Company, in its endeavors to enhance and improve the direct compliance and monitoring over its internal controls,
financial reporting and risk management, established its own Internal Audit function under the direct supervision of the
Audit Committee; previously this function was outsourced to Al Faisal Holding. The Internal Audit function follows a risk-
based audit plan and submits its findings through comprehensive reports to the Audit Committee quarterly or as frequently
as it requires. The initiative provides full-time resources that help to test and improve internal controls across the Company
and, in conjunction with the Risk and Compliance function, leads to a strengthening of Aamal’s Internal Control Framework

13. External Audit

In accordance with Companies Law and QFMA regulations, the General Assembly of Aamal appoints an external auditor
upon the recommendation of the Audit Committee to the Board. The external auditor is appointed on a rolling one-year
basis, renewable for a similar period up to a maximum of five consecutive years.
The external auditor appointed shall be registered on the QFMA’s list of external auditors and must comply with the highest
professional standards. The external auditor shall be completely independent from the Company and its Board members and
shall not have any conflicts of interest in his/her relation to the Company

The external auditor shall submit to the General Assembly the external audit report. The auditor or his/her delegate must read
the report before the General Assembly and answer the shareholders’ questions.

The General Assembly Meeting held on 28 March 2022 appointed (TBD) Qatar branch for the first time to audit Aamal’s
accounts for the fiscal year 2022.

The Audit Committee assumes the responsibility of selecting, assessing and recommending the external auditor to the Board
Page 16 Aamal Company QPSC Corporate Governance 2021

of Directors.

14. Shareholders’ Rights

Shareholders’ rights are protected by Companies Law, the Board Charter and the Code.
In accordance with the procedures described in the Articles of Association, the Company makes available the following
documents to the shareholders upon request:
• Shareholders’ register
• Board member information (available on the website)
• Articles of Association
• Instruments creating a charge or right on the Company’s assets
• Annual Report of the Board submitted to the General Assembly
• Any other document submitted to the General Assembly

15. Major Shareholders

Under the requirement stipulated in (Article 25) of the QFMA’s Listing Rules related to the disclosure of major shareholders
representing 5% or more of the Company’s shares, whether owned by a person or a legal entity, Aamal strictly complies with
the Code and best market disclosure practices.
Shares Owned
Name of Shareholder Member Home Country
Classification
Number of shares Percentage
Al Faisal Holding Company W.L.L. Corporate Qatar 2,834,758,930 44.99

Sheikh Faisal Bin Qassim Al Thani Personal Qatar 1,594,452,526 25.31

16. Conflict of interest and insider trading

Members of the Board and employees may not, in connection with their work, demand nor accept third-party payments or
other advantages for themselves or for any other person or grant third parties’ unlawful advantages.
Members of the Board are bound by Aamal’s best interests. No member of the Board may pursue personal interests in his/her
decisions or use business opportunities intended for the Company for himself/herself.
The Board must disclose insider information directly relating to the Company without delay unless it is exempted from the
disclosure requirement in an individual case.
All Board members, Executive Management, and individuals who have access to the Company’s financial results and obtain
remuneration from the Company, are prohibited from trading in Aamal stock during blackout periods, as per Article 111 of
the QFMA’s Board Decision No. (04) of 2020 and Law No. 8 of 2012 Concerning the Issuance of Offering & Listing of Securities
on the Financial Markets Rulebook. The blackout periods are as follows:
• Interim periods (first, second and third quarters): Three business days prior to the date of the Board of Directors’ meeting
to discuss the financial statements and until the completion of the meeting’s discussion, approval and disclosure of the
financial results to the public.
• Year-end period: Five business days prior to the date of the Board of Directors’ meeting to discuss the financial
statements and until the completion of the meeting’s discussion, approval and disclosure of the financial results to the
public.
The Board members shall sign an independence and conflict of interest declaration to confirm that they are not aware of any
conflicts of interest that exist or are likely to exist with Aamal and to disclose their trading in the Company’s securities during
2021, as well as any trading by their spouses and minor children.
In accordance with the QFMA code, Aamal has developed a detailed Conflict of Interest Policy, an Insider Trading Policy, and
a Disclosure Policy (including a procedure for dealing with rumors). The Board approved these policies on 21 April 2018, and
reviewed and approved once again on 11 January 2022.

17. Conflicts and disputes

In 2021, there were no major conflicts and/or disputes that would have a significant impact on the Company. However,
Aamal has some ongoing legal disputes that are considered immaterial to the Group on an individual and collective basis.

18. Regulatory compliance

Aamal strives to ensure that all its governance and other corporate policies comply with all the relevant rules and regulations
applicable to the Company, including the rules and regulations issued by the regulatory authority, the QFMA, the Market
Rules issued by QSE, and the rules and regulations issued by the Ministry of Industry and Trade. In the event of non-
compliance, Aamal took corrective steps and implemented remedial actions. In 2021, there were no fines or penalties
imposed on Aamal Company for non-compliance issues.
Aamal Company QPSC Corporate Governance 2021 Page 17

19. Related parties transactions and other balances

Related parties represent major shareholders, directors and key management personnel of the Group, and entities
controlled, jointly controlled or significantly influenced by such parties.
The related parties’ transactions, as disclosed under Notes 9 and 16 of the Audited Financial Statements for the year ending
31 December 2021, were as follows:

Nature of Purchase of goods Rental expense Operator’s Sales of goods Rental income
relationship and services (QAR) (QAR) management fees and services (QAR) (QAR)
(QAR)
Entities controlled
41,392,179 6,067,788 - 41,392,178 6,067,786
by Aamal
Entities controlled
42,256,419 15,971,400 11,230,000 27,640,450 18,147,064
by ultimate parent

Joint ventures 179,652,023 - 11,075,443 10,078,442 -

Sheikh Faisal private

- 2,981,591 - 2,675,392 170,400
office

Other related parties - - - 262,002 -

Aamal paid QAR 3,082,323 in 2021 to the Social & Sport Contribution Fund (“DAAM”). Aamal’s outstanding balance to the
Social & Sport Contribution Fund is QAR 56,889,590 as of 31 December 2021, inclusive of QAR 7,623,197 for the year 2021.

20. Corporate Social Responsibility (“CSR”) activities

20.1. Activities and Culture Exchanges for Aamal Company Q.P.S.C.:
During the year ended 31 December 2021, Aamal supported several initiatives aimed at increasing awareness of best practice
in business, governance and cultural exchange. These included:
• Signed a three-year sponsorship agreement with Al Adaam
Aamal Company signed a three-year sponsorship agreement with Team Qatar, the “Al Adaam” team, which has been
created by the Qatar Olympic Committee (‘QOC’). Aamal’s cooperation with the Olympic Committee and its support of
the Al Adaam Team is an endorsement of the important efforts being made to promote sports and community activities,
and encourage the widespread practice of these sports within Qatari society. Aamal’s support will help to establish an
optimal environment for preparing and equipping elite athletes for major tournaments, including setting up the training
camps required for them.
• Safety measures during the COVID-19 crisis
Aamal and all its subsidiaries have continued to implement all necessary safety measures to ensure employees’ safety,
while mitigating the negative impact the pandemic might have on the business. As reported in 2020, the Company has
adopted safety measures such as working from home, social distancing, and asking all employees to wear face masks
and use hand sanitizer while on the premises. The Company has leveraged technological advancements to support
home working, with minimal interruption to workflow, maintaining the safety of both our employees and wider
stakeholders.

20.2. Aamal Company Subsidiaries CSR initiatives:

Aamal Readymix
• Full commitment towards sustainability and the protection of the environment through strict implementation of its
recycling policy, covering all waste generated by its factories, including:
9 Recycling wastewater and reusing it for washing mixer vehicle.
9 Segregating solid concrete waste into its ingredients and reusing it.
9 Sending oil and filters to recycling factories.
• Aamal Readymix was re-certified for continuation of ISO 9001, 14001, and 45001 standards after a successful audit of its
implemented standards.
• Aamal Readymix was certified for ISO 31000:2018 for the implementation of Risk Management standard.

Aamal Cement Industries:

• Aamal Cement’s ISO certification is valid until 2023.
• Aamal Cement continued to recycle waste generated by its factories, including:
9 85% of paper used in manufacturing (approximately 17 tons)
9 12% of plant water consumed (approximately 2,063 m3)
• Furthermore, around 17% of aggregate used in block production (approximately 10,100 tons in 2021) had been
previously recycled
• ACI has been re-certified for continuation of ISO 9001, 14001, and 45001 standards after a successful audit of its
implemented standards
Page 18 Aamal Company QPSC Corporate Governance 2021

Doha Cables:
• Doha Cables started supplying new lead-free cables (‘Doha Cables Envi-guard 65’), demonstrating the company’s
commitment to Qatar’s sustainable development. Envi-guard 65 replaces the more hazardous and expensive lead sheath
cable used in the oil and gas sector.
• In early 2021, Doha Cables organized a blood donation campaign at Mesaieed Factory, in partnership with Hamad
Medical Corporation (‘HMC’). The campaign’s objective was to contribute and support the Blood Bank in Qatar and to
raise awareness of the importance of blood donation.
• The Doha Cables Academy delivered two training sessions for 38 Qatar University Students. These training sessions were
held across four days in March and July, in a virtual setting to account for Covid-19 protocols.

Ebn Sina
• Ongoing support of the scholarship program at Qatar University, which started in 2011.

Aamal Medical
• Sponsored the Qatar Health 2021 event (organized by Hamad Medical Corporation), which focused on post-pandemic
preparations for mass gatherings, pandemic mitigation disaster medicine and post-pandemic trauma systems.

Aamal Services
Aamal Services remained very focused on its impact on the environment, by using only eco-friendly biodegradable
chemicals that cause no harm to the environment or water.

Aamal will continue to build upon its core values of responsibility and sustainability, implementing strategies to help
address environmental issues, empowering people and providing training and safety awareness programs to all its
employees and the public.

21. Board of Directors’ Assessment of Compliance with the QFMA’s Requirements

21.1. Board of Directors’ Assessment of Compliance with the QFMA’s Requirements
The Board of Directors of Aamal Company Q.P.S.C (“Aamal” or the “Parent”) and its subsidiaries (together are referred to as
the “Group”) has carried an assessment of compliance as at 31 December 2021 with the Qatar Financial Market Authority
(‘QFMA’) law and relevant legislations, Governance Code for Companies & Legal Entities Listed on the Main Market (“QFMA’s
Requirements”) issued pursuant to Decision No. (5) of 2016 (the ‘Code’) and other relevant legislations where applicable (all
referred to as the “QFMA’s Requirements”).

22.2. The Board

• Responsibilities of the Board
The Board of Directors of the Group is responsible for establishing and maintaining effective internal controls over
financial reporting.

Internal control over financial reporting is a process designed by, or under the supervision of, the Group’s Chief Executive
and Chief Financial Officer and approved and monitored by the Group’s Board of Directors, management and other
competent personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with International Financial Reporting Standards (“IFRS”)
issued by the International Accounting Standards Board (“IASB”). It includes those policies and procedures that:

The Board of Directors is responsible for establishing and maintaining effective internal control over financial reporting.

Internal control over financial reporting is a process designed by, or under the supervision of, the Group’s Management,
and affected by the Group’s Board of Directors, management and other personnel, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards
Board (“IASB”). It includes those policies and procedures that:
9 pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the Group;
9 provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with IFRS, and that receipts and expenditures of the Group are being made only in
accordance with the authorizations of management and Board of Directors of the Group; and
9 provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or
disposition of the Group’s assets that could have a material effect on the financial statements.
9 The Board of Directors of the Group is responsible for design, and maintenance of adequate internal controls that
when operating effectively would ensure the orderly and efficient conduct of its business, including:
9 adherence to Group’s policies;
9 the safeguarding of its assets;
9 the prevention and detection of frauds and errors;
9 the accuracy and completeness of the accounting records;
9 the timely preparation of reliable financial information; and
Aamal Company QPSC Corporate Governance 2021 Page 19

9 compliance with applicable laws and regulations, including the QFMA’s law and relevant legislations and the
Governance Code for Companies & Legal Entities Listed on the Main Market issued by the QFMA’s Board pursuant to
Decision No. (5) of 2016.
Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or
improper management override of controls, material misstatements due to error or fraud may not be prevented or
detected on a timely basis.
Further, projections of any evaluation of effectiveness of the internal control over financial reporting to future periods are
subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate

• Management assessment
In this section, we provide description of the scope covered by the assessment of the suitability of the Group’s internal
control over financial reporting, including the Significant Processes addressed, control objectives and the approach
followed by management to conclude its assessment.

The Group is required to report on the suitability of the design and operating effectiveness of internal controls over
financial reporting (“ICOFR”) in connection with the Governance Code for Companies & Legal Entities Listed on the Main
Market (the “Code”) issued by the Qatar Financial Markets Authority’s (QFMA’s) Board pursuant to Decision No. (5) of 2016.

We have conducted an evaluation of the design and operating effectiveness of internal control over financial reporting,
as of December 31, 2021, based on the framework and the criteria established in Internal Control – Integrated Framework
(2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

• Scope of assessment
Our internal control framework over financial reporting is the process de¬signed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of the Group’s financial statements for external
reporting purposes in accordance with International Financial Reporting Standards (IFRS). ICOFR includes controls over
disclosure in the financial statements and procedures designed to prevent misstatements.

In assessing suitability of design and operating effectiveness of ICOFR, the management has determined Significant
Processes as those processes in respect of which misstatement in the stream of transactions or related financial
statements amounts, including those caused by fraud or error would reasonably be expected to impact the decisions of
the users of financial statements.

The Significant Processes of the Group at 31 December 2021 are: revenue and receivables, investments properties,
purchasing, payables and payments, cash and treasury management, property and equipment management, inventory
management, human resources and payroll, entity level controls, information technology, and general ledger and
financial reporting.

• External auditors
In accordance with the Code, PricewaterhouseCoopers Qatar Branch, Group’s independent external audit firm, has issued
a reasonable assurance report on the management assessment and the suitability of design and operating effectiveness
of the Group’s internal control framework over financial reporting

• Board of Directors’ Conclusion

Based on management assessment, the Board of Directors concluded that, as at 31 December 2021, the Group’s internal
control over financial reporting is appropriately designed and operating effectively to achieve relevant control objectives
based on the criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of
Sponsoring Organizations of the Treadway Commission (“COSO”).
Aamal Company Q.P.S.C.
P.O. Box 22477
Doha, Qatar
City Tower, 15th floor

T. +974 4435 0666

F. +974 4435 0777
Email: info@aamal.com.qa