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CORPORATE GOVERNANCE

PHILOSOPHY

Osool is committed to the highest standards of corporate governance in line with the applicable regulations and global best practices. The Osool Corporate Governance framework is a reflection of culture, policies, stakeholder relationships, and commitment to corporate values. The Board of Directors believes that sound ethical practices, transparency of operations and timely disclosures are critical factors in enhancing shareholder value and safeguarding the interests of all stakeholders. The Company is governed by the Commercial Companies Law promulgated by Legislative Decree No. 21 of 2001, Corporate Governance Code of the Kingdom of Bahrain and the Module HC of Volume IV of the Central Bank of Bahrain Rule Book.

The objective of the BIC is to address specific matters delegated by the Board, make recommendations thereon to the Board and make decisions based on the delegated authorities.

The Committee reviews and approves investment opportunities and proposals.  In accordance with the Board approved Delegation and Authority Limits, the Committee considers the investment of the Company’s funds and those of its clients and report recommendations accordingly.

The BACC monitors the integrity of the Company’s financial statements including annual and interim reports, preliminary result announcements and any other formal announcement relating to the company’s financial performance.

The Commitee reviews significant financial reporting issues and judgments which they contain. The Committee also reviews and challenges where necessary the consistency of, and any changes to, accounting policies both on a year-on-year basis and across the company. The Committee assesses all significant adjustments resulting from the audit and validates the statements to be included in the Annual Report concerning internal controls. It also oversees the selection process for new auditors.

The Committee reviews and approves the Internal Audit Charter and policy and procedure manual; the annual internal audit plan and the audit methodologies adopted by the internal audit function. It also reviews and discusses the internal audit findings, recommendations that have been reported to management and the progress of the related corrective action. The Committee ensures that the Company is complying with internal guidelines and external rules and regulations.

The BNRC is charged with the responsibility of formulating effective policies and processes, ensuring that executive management has the necessary integrity, technical and managerial competence and experience.

The Committee reviews the leadership needs of the Company, both executive and non-executive, with a view to ensuring the continued ability of the Company to compete effectively in the marketplace.

The Committee takes a leadership role in shaping corporate governance policies and practices, including recommendations to the Board on the Corporate Governance Charter. It also discusses and nominates board memberships in companies and forwards the recommendations to the Board.

The Committee assists in setting the tone and promoting open discussions regarding risk, integrating risk management into the organisation’s goals and compensation structure, and creating a corporate culture such that people at all levels manage risks.

The BRMC ultimately approves the risk appetite and the statement of risk appetite and tolerance throughout the company and by line of business. The Committee also, monitors the organisation’s risk profile and its on-going and potential exposure to risks of various types. The Committee reviews and approves the risk management policy manual and risk management plan prepared by the management.