Saudi Re for Cooperative Reinsurance Co. Announces the Results of the Extraordinary General Assembly Meeting, ( Second Meeting )
|Introduction||Saudi Reinsurance Company "Saudi Re" announces the results of the extraordinary general assembly meeting (first meeting), due to the lack of a quorum at the first meeting at 50% at 10 pm, where the second meeting was held an hour after the first meeting after the completion of the necessary quorum of 25%, and presided over meeting the chairman Mr. Hisham bin Abdul Malik bin Abdullah Al Sheikh.|
|City and Location of the General Assembly's Meeting||The meeting was held remotely in the city of Riyadh through means of modern technology in light of the circular issued by the Capital Market Authority on 21/07/1441H corresponding to 16/03/2020, suspending the conduct of general assemblies for companies listed in the financial market in attendance until further notice in support of the efforts and procedures and preventive measures issued by the relevant authorities to address the spread of corona virus (COVID-19).|
|Date of the General Assembly's Meeting||2020-05-10 Corresponding to 1441-09-17|
|Time of the General Assembly's Meeting||23:00|
|Percentage of Attending Shareholders||36%|
|Names of the Board of Directors' Members Present at the General Assembly's Meeting and Names of the Absentees||Names of Board members who attended are : |
Mr. Mishari Al-Hussain
Mr. Fahad Al-Hesni
Mr. Ahmad Sabbagh
Mr. Mohamad Al-Otaibi
Mr. Jean-Luc Gourgeon
Board members who did not attend:
Mr. Hammam Badr
Mr. Ismail Mahbob
|Names of the Chairmen of the Committees Present at the General Assembly's Meeting or Members of such Committees Attending on Their Behalf||Mr. Hesham Al-Shaikh, Executive Committee and Investment Committee Chairman |
Mr. Ali Al-Qahtani Audit Committee Chairman
Mr. Mishari Al-Mishari Al-Hussain ,Nomination And Remuneration Committee acting Chairman
Mr. Jean-Luc Gourgeon, Technical Committee Chairman
|Voting Results on the Items of the General Assembly's Meeting Agenda's||1. Approval on the Directors’ Report of the fiscal year ending on 31/12/2019. |
2. Approval on the external auditor’s report of the fiscal year ending on 31/12/2019.
3. Approval on the annual financial statements of the fiscal year ending on 31/12/2019.
4. Approval on Discharge the members of Board of Directors from liability for their management of the Company during the year ending on 31/12/2019.
5. Approval on the Audit Committee recommendation to appoint the external auditors to audit the Company’s financial statements for the 2nd, 3rd, 4th QTR & annual of the fiscal year of 2020 and the 1st QTR of year 2021 and determine their fees, and their names are:
- PKF Al Bassam & Co.
- KPMG Al Fozan & Partner
6. Approval on a consultancy services contract for one year with the Board member Mr. Jean-Luc Gourgeon, who has a direct interest, noting that 2019 contract value amounted to SR 150,322, with no preferential conditions and to be renewed for the upcoming year.
7. Approval on investment in a Murabaha public mutual fund managed by Ashmore Investment Saudi Arabia with fees estimated at SR 147,000 in 2019, which has an indirect interest for the Chairman of the Board Mr. Hesham Al-Shaikh for being a board member in the company, with no preferential conditions..
8. Approval on a reinsurance contract with the Islamic Insurance Company (Jordan) for one year with gross premium of SR 3,562,339, which has an indirect interest for the Board member Mr. Ahmed Sabbagh for being a board member in the company, with no preferential conditions.
9. Approval on a reinsurance contract with Iskan Insurance Company in Egypt for one year with gross premium of SR 266,918, which has an indirect interest for the member of the Board Mr. Hammam Badr for being the Chairman of board member directors of the company, with no preferential conditions.
10. Approval on a reinsurance contract for one year with Mamada Reinsurance Company (Morocco) with gross premium of SR 161,139, which has an indirect interest for the Board member Mr. Jean-Luc Gourgeon for being Vice Chief Executive Officer of the company, with no preferential conditions.
11. Approval on the business and reinsurance contracts for one year with Probitas Corporate Capital Ltd for one year, which is owned by Probitas Holding (UK) Ltd., and has an indirect interest for the Chairman ofthe Board of Directors Mr. Hisham Abdulmalik Al-Shaikh, MD/CEO Mr. Fahad Abdulrahman Al-Hesni, and Board Member Mr. Jean-Luc Gourgeon for their membership in the Board of Directors of the parent company Probitas Holding (Bermuda) Ltd., and the value of transactions during 2019 is estimated at SR76,491,201, with no preferential conditions.
12. Approval on remuneration to the Chairman and Board members for the fiscal year 2019 amounting to SAR1,140,000
13. Approval on the amendment of the Article of Association article 30 related to summons for General Assemblies.
14. Approval on the amendment of the Article of Association article 17 related to Board vacant position
15. Approval on Risk Management Committee Selection Criteria, Duration of its Term and Monitoring Activities.
16. Approval on technical Committee Selection Criteria, Duration of its Term and Monitoring Activities
17. Approval on the election of members of the Board of Directors for a period of three years for the period from 11/05/2020 to 10/05/2023, and their names are:
Hisham Abdulmalik Al-Shaikh
Fahad Abdulrahman Al-Hesni
Dr. Peter F. Hugger
Meshari Al Hussain
Mohammad Al Otaibi
18. Approval on the election of Audit committee members, and their names are:
• Mr.Hisaham A. Alakil
• Mr.Abdullah A. Al Farraj
• Dr. Peter F. Hugger
• Mr.Tarik H. Zaino
The Capital Market Authority and the Saudi Stock Exchange take no responsibility for the contents of this disclosure, make no representations as to its accuracy or completeness, and expressly disclaim any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this disclosure, and the issuer accepts full responsibility for the accuracy of the information contained in it and confirms, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts or information the omission of which would make the disclosure misleading, incomplete or inaccurate.