Who We Are

Building Communities
that Build Bahrain

Our Shareholders

The Board

Mr. Khalid Abdulla-Janahi
Chairman and Director since 2009

FICAEW FCA

Non-Independent & Non-Executive

Dr. Abdulaziz Abul
Vice Chairman since 2016

Non-Independent & Non-Executive

Mr. Abdulelah Al Qassimi
Director since 2014

Non-Independent & Non-Executive

Mr. Abdulhakeem Al Mutawa
Director since 2013

Non-Independent & Non-Executive

Mr. Bashar Al Mutawa
Director since 2009

Non-Independent & Non-Executive

Dr. Khalid Abdulla
Director since 2013

Non-Independent & Non-Executive

Mr. Khalil Al Meer
Director since 2015

Non-Independent & Non-Executive

Mr. Mohammed Khalil Alsayed
Managing Director & Board Member

Non-Independent & Non-Executive

Mr. Reyadh Sater
Director since 2016

Non-Independent & Non-Executive

Director Since 2016
Mr. Saqer Shaheen
Non-Independent & Non-Executive

FICAEW FCA
Non-Independent & Non-Executive

 

The Executive Team

Mr. Mohammed Khalil Alsayed
Managing Director & Board Member
Mr. Ahmed Al Hammadi
General Manager
Mr. Amer Janahi
Head of Human Resources & Administration
Mr. Mark Haikal
Head of Investments
Mr. Roy Sullivan
Head of Construction

Naseej views corporate governance as a prerequisite to complying with appropriate legal and regulatory requirements, protecting the rights and interests of all stakeholders, enhancing shareholder value, and achieving organisational efficiency.

The adoption and implementation of corporate governance is the direct responsibility of the Board of Directors. As resolved in its first meeting on 21 June 2009, the Board is committed to upholding the highest standards of excellence in corporate governance. Despite not being a listed company, Naseej aspires to comply with the regulations of the Corporate Governance Code of the Kingdom of Bahrain, issued by the Ministry of Industry and Commerce in March 2010.

DEVELOPMENTS IN 2015

  • In AGM No. 6 held on June 3rd 2015, a new Board were appointed to serve for the next 3 years. Four members were appointed and six members were elected by a secret ballot that was held during the AGM.
  • The Risk committee and Financing committee were combined.

 

OWNERSHIP

Naseej has a total of 21 shareholders. The names of the major shareholders owning shares in excess of 5% are as follows:

  • Ithmaar Bank 18.70%
  • BBK 15.15%
  • Ithmaar Development Company 11.99%
  • Social Insurance Organisation 10.91%
  • Ibdar Bank 7.61%
  • Khaleeji Commercial Bank 6.26%
  • Al Fateh Investment 6.06%

 

THE BOARD

The Board of Directors of Naseej is accountable to the shareholders for the creation and delivery of strong sustainable financial performance and long-term shareholder value. The Board has oversight responsibility for strategic planning, risk management and internal controls, as well as for ensuring transparency and full disclosure, and acting in a Sharia-principled manner.

The Chairman is responsible for leading the Board, ensuring its effectiveness, monitoring the performance of the Executive Management, and maintaining a dialogue with the Company's shareholders.

As per the Articles of Association, Naseej will have a minimum of five and a maximum of ten directors, who are elected by the shareholders at the Annual General Meeting for a tenure of three years' renewable. Profiles of Directors are listed in the front section of this annual report.

 

BOARD COMMITTEES

The Board has delegated certain responsibilities to Board Committees without abdicating its responsibility. This is to ensure sound decision-making and facilitate the conduct of business without unnecessary impediment. Each Committee has a specific charter covering matters such as the purpose, composition and function of the committee. The Board has appointed the following four permanent committees to assist it in carrying out its responsibilities:

Audit Committee

The responsibility of this committee is to maintain and monitor an audit-based approach to all financial control and financial management activities of the Company.

Members

  • Bashar Al Mutawa, Chairman
  • Abdulellah Ebrahim Al-Qassimi
  • Abbas Radhi

Project & Investment Committee

The responsibility of this committee is to ensure that shareholders' assets are invested appropriately within the risk appetite determined by the Board and the Risk Committee.

Members

  • Saqer Shaheen, Chairman
  • Mohammed Khalil Alsayed
  • Reyadh Sater
  • Abdulhakeem Al Mutawa

Remuneration, Nominations & Governance Committee

The responsibility of this committee is to establish and monitor the Company's human resources, nomination and remuneration policies for Directors, management and staff; and to periodically monitor the Company's corporate governance policy to ensure compliance with the Corporate Governance Code of the Kingdom of Bahrain.

Members

  • Abdulkarim Bucheery, Chairman
  • Mohammed Khalil Alsayed
  • Khalil Al Meer
  • Dr. Abdulaziz Abul

Finance & Risk Committee

The Finance & Risk Committee, previously named the IPO committee, is responsible to explore various means for raising additional funds for the Company.

Members

  • Khalid Abdulla-Janahi, Chairman
  • Khalil Al Meer
  • Dr. Khalid Abdulla
  • Reyadh Sater

Management

The Board delegates authority for the day-to-day management of the business to the General Manager, who is supported by a qualified and experienced senior management team. Profiles of Executive Management are listed in the front section of this annual report.

Communications & Disclosure

Naseej conducts all communications with its stakeholders in a professional, honest, transparent and timely manner. Main communication channels include an AGM, annual report, website, corporate brochure, and regular announcements in the appropriate local media. To ensure the disclosure of relevant information to all shareholders on a timely basis, the Company maintains a website, on which it posts important information, including its financial results.

Risk Management

Naseej has developed a risk management framework that provides controls and ongoing management of the major risks inherent in the Company's business activities.

The Board of Directors has the ultimate authority for setting the overall risk appetite, risk tolerance, parameters and limits, within which the Company operates. The Board Risk Committee is responsible for establishing, maintaining and monitoring a risk-based approach to all business activities and the management of the Company.

Main Risk Exposure

The main risks to which Naseej is exposed are:credit risk; market risk, including currency and profit rate risk; and liquidity risk. Information concerning the Company's exposure to each of these risks, and how it measures and manages such risks, is contained in Note 18 to the Financial Statements.

Capital Management

The Board's policy is to maintain a strong capital base in order to maintain investor, creditor and market confidence, and to sustain the future development of the Company. The Board seeks to maintain a balance between the higher returns and growth that might be possible with higher levels of borrowings, and the advantages and security offered by a sound capital position.

Internal Audit

Internal Audit provides an additional line of defence in risk management and internal controls. The role of internal audit is to provide independent and objective assurance that the process for identifying, evaluating and managing significant risks faced by the Company is appropriately and effectively applied. Internal Audit reports every four months to the Board through the Audit Committee;

Reports the results of periodic audits to the Audit Committee; reports issues emerging from each audit to Management and obtains their commitment to take appropriate remedial action; and continually reviews the effectiveness of the Company's risk profile. Naseej currently outsources the internal audit function.